-----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, RQ7sAtJEWB6v+azuQ2dNlDycNsyrRmEUnDQiITJGarmV4nhMGkqTrjXNcen+VLZJ IFhuodmvgS/Aa1Kzxu5FTg== 0001047469-02-005093.txt : 20021127 0001047469-02-005093.hdr.sgml : 20021127 20021127150301 ACCESSION NUMBER: 0001047469-02-005093 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 02843431 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 02843432 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 485APOS 1 a2091982z485apos.txt 485APOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2002 FILE NO. 33-22821 FILE NO. 811-5601 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / / POST-EFFECTIVE AMENDMENT NO. 35 /X/ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 36 /X/ ------------------------ SEI INSTITUTIONAL INTERNATIONAL TRUST (formerly, "SEI International Trust") (Exact name of registrant as specified in charter) C/O CT CORPORATION 101 Federal Street Boston, Massachusetts 02110 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (800) 342-5734 EDWARD D. LOUGHLIN c/o SEI Investments Company Oaks, Pennsylvania 19456 (Name and Address of Agent for Service) COPIES TO: Richard W. Grant, Esquire Thomas P. Lemke, Esquire Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP 1701 Market Street 1111 Pennsylvania Avenue, N.W. Philadelphia, PA 19103 Washington, D.C. 20004
------------------------ Title of Securities Being Registered ............. Units of Beneficial Interest It is proposed that this filing become effective (check appropriate box) / / immediately upon filing pursuant to paragraph (b) / / on [date] pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1) of Rule 485 /X/ on January 31, 2003 pursuant to paragraph (a)(1) of Rule 485 / / 75 days after filing pursuant to paragraph (a)(2) / / on [date] pursuant to paragraph (a)(2)
If appropriate, check the following box: / / This post-effective Amendment designates a new effective date for a previously filed Post-Effective Amendment.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS A SHARES PROSPECTUS JANUARY 31, 2003 INTERNATIONAL EQUITY FUND EMERGING MARKETS EQUITY FUND INTERNATIONAL FIXED INCOME FUND EMERGING MARKETS DEBT FUND INVESTMENT ADVISER: SEI INVESTMENTS MANAGEMENT CORPORATION INVESTMENT SUB-ADVISERS: ALLIANCE CAPITAL MANAGEMENT L.P. BLACKROCK INTERNATIONAL LTD. THE BOSTON COMPANY ASSET MANAGEMENT CAPITAL GUARDIAN TRUST COMPANY FISCHER FRANCIS TREES & WATTS, INC. AND ITS AFFILIATES JF INTERNATIONAL MANAGEMENT INC. LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED MARTIN CURRIE INC. MORGAN STANLEY INVESTMENT MANAGEMENT INC. OECHSLE INTERNATIONAL ADVISORS SALOMON BROTHERS ASSET MANAGEMENT INC THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 1 ABOUT THIS PROSPECTUS SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class A Shares of the Funds that you should know before investing. Please read this prospectus and keep it for future reference. THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN THAT IS COMMON TO EACH FUND. FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE:
PAGE INTERNATIONAL EQUITY FUND XXX EMERGING MARKETS EQUITY FUND XXX INTERNATIONAL FIXED INCOME FUND XXX EMERGING MARKETS DEBT FUND XXX MORE INFORMATION ABOUT FUND INVESTMENTS XXX INVESTMENT ADVISER AND SUB-ADVISERS XXX PURCHASING AND SELLING FUND SHARES XXX DIVIDENDS, DISTRIBUTIONS AND TAXES XXX FINANCIAL HIGHLIGHTS XXX HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST Back Cover
2 GLOBAL ASSET ALLOCATION Each Fund has its own distinct risk and reward characteristics, investment objectives, policies and strategies. In addition to managing the Funds, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and these Funds are designed in part to implement those strategies. The degree to which an investor's portfolio is invested in the particular market segments and/or asset classes represented by these Funds varies, as does the investment risk/return potential represented by each Fund. The Funds, especially the Emerging Markets Equity and Emerging Markets Debt Funds, may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in a portfolio of Funds representing a range of asset classes as part of an asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk. In managing the Funds, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of specialist managers, and continuous portfolio management. Asset allocation across appropriate asset classes (represented by the Funds) is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of specialist managers who invest the assets of these Funds in distinct segments of the market or class represented by each Fund. These specialist managers adhere to distinct investment disciplines, with the goal of providing greater consistency and predictability of results, as well as broader diversification across and within asset classes. Finally, SIMC regularly rebalances to ensure that the appropriate mix of assets is constantly in place, and constantly monitors and evaluates specialist managers for these Funds to ensure that they do not deviate from their stated investment philosophy or process. 3 RISK/RETURN INFORMATION COMMON TO THE FUNDS Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities. Each Fund has its own investment goal and strategies for reaching that goal. Each Fund's assets are managed under the direction of SIMC and one or more Sub-Advisers who manage portions of the Funds' assets in a way that they believe will help the Funds achieve their goals. SIMC acts as "manager of managers" for the Funds, and attempts to ensure that the Sub-Advisers comply with the Funds' investment policies and guidelines. SIMC also recommends the appointment of additional or replacement Sub-Advisers to the Funds' Board. Still, investing in the Funds involves risks, and there is no guarantee that a Fund will achieve its goal. SIMC and the Sub-Advisers make judgments about the securities markets, the economy, and companies, but these judgments may not anticipate actual market movements or the impact of economic conditions on company performance. In fact, no matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in a Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency. The value of your investment in a Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities a Fund owns and the markets in which they trade. The estimated level of volatility for each Fund is set forth in the Fund Summaries that follow. The effect on a Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. INTERNATIONAL INVESTING Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. 4 INTERNATIONAL EQUITY FUND FUND SUMMARY INVESTMENT GOAL: Capital appreciation SHARE PRICE VOLATILITY: Medium to high PRINCIPAL INVESTMENT STRATEGY: Utilizing multiple specialist sub-advisers, the Fund invests in equity securities of foreign companies INVESTMENT STRATEGY Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers located in at least three countries other than the United States. The Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole. 5 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for ten years. The performance information shown is based on full calendar years. 1993 22.81% 1994 -0.04% 1995 11.34% 1996 9.04% 1997 -1.86% 1998 19.29% 1999 39.63% 2000 -17.74% 2001 -22.55% 2002 X.XX% BEST QUARTER WORST QUARTER X.XX% X.XX% (XX/XX/XX) (XX/XX/XX) 6 THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR THE PERIODS ENDED DECEMBER 31, 2002 TO THOSE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE INDEX.
INTERNATIONAL EQUITY FUND - CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION* - ----------------------------------------------- ------------- --------------- ------------- ----------------- RETURN BEFORE TAXES X.XX% X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS** X.XX% X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES** X.XX% X.XX% X.XX% X.XX% MSCI EAFE INDEX RETURN (REFLECTS NO DEDUCTION FOR FEES, EXPENSES, OR TAXES)*** X.XX% X.XX% X.XX% X.XX%
* The inception date for the Fund's Class A Shares is December 20, 1989. Index returns shown from December 31, 1989. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** An index measures the market prices of a specific group of securities in a particular market or securities in a market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its performance would be lower. The MSCI EAFE Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of over 900 securities listed on the stock exchanges of developed market countries in Europe, Australia and the Far East. 7 FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD FUND SHARES. ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
CLASS A SHARES - -------------------------------------------- ------------------------ Investment Advisory Fees 0.51% Distribution (12b-1) Fees None Other Expenses X.XX% Total Annual Fund Operating Expenses X.XX%*
* The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because [SIMC] waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. [SIMC] may discontinue all or part of these waivers at any time. With these waivers, the Fund's actual total operating expenses were as follows: International Equity Fund -- Class A Shares X.XX% For more information about these fees, see "Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS INTERNATIONAL EQUITY FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
8 EMERGING MARKETS EQUITY FUND FUND SUMMARY INVESTMENT GOAL: Capital appreciation SHARE PRICE VOLATILITY: Very high PRINCIPAL INVESTMENT STRATEGY: Utilizing multiple specialist sub-advisers, the Fund invests in equity securities of emerging markets companies INVESTMENT STRATEGY Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets in equity securities of emerging markets issuers. The Fund will invest primarily in common stocks and other equity securities of foreign companies located in emerging market countries. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. 9 The Fund is also subject to the risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole. PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for seven years. The performance information shown is based on full calendar years. 1996 8.70% 1997 -9.12% 1998 -31.95% 1999 70.31% 2000 -34.47% 2001 -2.46% 2002 X.XX% BEST QUARTER WORST QUARTER X.XX% X.XX% (XX/XX/XX) (XX/XX/XX) THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR THE PERIODS ENDED DECEMBER 31, 2002 TO THOSE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EMERGING MARKETS FREE INDEX.
EMERGING MARKETS EQUITY FUND - Class A Shares 1 YEAR 5 YEARS SINCE INCEPTION* - ------------------------------------------------------------- -------------- -------------- ----------------- RETURN BEFORE TAXES X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS** X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES** X.XX% X.XX% X.XX% MSCI EMERGING MARKETS FREE INDEX RETURN (REFLECTS NO DEDUCTION FOR FEES, EXPENSES, OR TAXES)*** X.XX% X.XX% X.XX%
* The inception date for the Fund's Class A Shares is January 17, 1995. Index returns shown from January 31, 1995. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** An index measures the market prices of a specific group of securities in a particular market or securities in a market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its performance would be lower. The MSCI Emerging Markets Free Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of over 800 stocks from approximately 17 emerging market countries. 10 FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD FUND SHARES. ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
CLASS A SHARES - -------------------------------------------- ----------------------- Investment Advisory Fees 1.05% Distribution (12b-1) Fees None Other Expenses X.XX% Total Annual Fund Operating Expenses X.XX%*
* The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because [SIMC] waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. [SIMC] may discontinue all or part of these waivers at any time. With these fee waivers, the Fund's actual total operating expenses were as follows: Emerging Markets Equity Fund-- Class A Shares X.XX% For more information about these fees, see "Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS EMERGING MARKETS EQUITY FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
11 INTERNATIONAL FIXED INCOME FUND FUND SUMMARY INVESTMENT GOAL: Capital appreciation and current income SHARE PRICE VOLATILITY: High PRINCIPAL INVESTMENT STRATEGY: Utilizing a specialist sub-adviser, the Fund invests in investment grade fixed income securities of foreign government and corporate issuers INVESTMENT STRATEGY Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets in fixed income securities. The Fund will invest primarily in foreign government and corporate fixed income securities, as well as foreign mortgage-backed securities of issuers located in at least three countries other than the United States. In selecting investments for the Fund, the Sub-Adviser chooses investment grade securities issued by corporations and governments located in various developed foreign countries, looking for opportunities for capital appreciation and gain, as well as current income. The Fund's portfolio is not hedged against currency fluctuations relative to the U.S. dollar. There are no restrictions on the Fund's average portfolio maturity or on the maturity of any specific security. Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities. WHAT ARE THE RISKS OF INVESTING IN THE FUND? The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the average maturity or duration of these securities affects risk. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. The Fund is also subject to the risk that developed international fixed income securities may underperform other segments of the fixed income markets or the fixed income markets as a whole. 12 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for nine years. The performance information shown is based on full calendar years. 1994 3.58% 1995 22.13% 1996 4.69% 1997 -3.56% 1998 18.52% 1999 -6.69% 2000 -3.74% 2001 -5.25% 2002 X.XX% BEST QUARTER WORST QUARTER X.XX% X.XX% (XX/XX/XX) (XX/XX/XX) THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR THE PERIODS ENDED DECEMBER 31, 2002 TO THOSE OF THE LEHMAN BROTHERS GLOBAL AGGREGATE EX-US$ INDEX AND SALOMON WGBI NON-U.S. INDEX.
INTERNATIONAL FIXED INCOME FUND - Class A Shares 1 YEAR 5 YEARS SINCE INCEPTION* - --------------------------------------------------------------- --------------- ------------ ---------------- RETURN BEFORE TAXES X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS** X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES** X.XX% X.XX% X.XX% LEHMAN BROTHERS GLOBAL AGGREGATE EX US$ INDEX RETURN (REFLECTS NO DEDUCTION FOR FEES, EXPENSES, OR TAXES)***+ X.XX% X.XX% X.XX% SALOMON WGBI NON-U.S. INDEX RETURN (REFLECTS NO DEDUCTION FOR FEES, EXPENSES, OR TAXES)***+ X.XX% X.XX% X.XX%
* The inception date for the Fund's Class A Shares is September 1, 1993. Index returns shown from August 31, 1993. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** An index measures the market prices of a specific group of securities in a particular market or securities in a market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its performance would be lower. The Lehman Brothers Global Aggregate Ex-US$ Index is an index of government, corporate, and collateralized bonds deonimated in foreign currencies. The Salomon WGBI Non-U.S. Index is a widely recognized index of government bonds issued by approximately 12 foreign countries. The index targets institutionally traded bonds. + The index was changed because the Lehman Index is more representative of the type of securities that the Fund invests in. 13 FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD FUND SHARES. ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
CLASS A SHARES - -------------------------------------------- ----------------------- Investment Advisory Fees 0.15% Distribution (12b-1) Fees None Other Expenses X.XX% Total Annual Fund Operating Expenses X.XX%*
* The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because the [Distributor] waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The [Distributor] may discontinue all or part of these waivers at any time. With these fee waivers, the Fund's actual total operating expenses were as follows: International Fixed Income Fund-- Class A Shares X.XX% For more information about these fees, see "Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS INTERNATIONAL FIXED INCOME FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
14 EMERGING MARKETS DEBT FUND FUND SUMMARY INVESTMENT GOAL: Total return SHARE PRICE VOLATILITY: High to very high PRINCIPAL INVESTMENT STRATEGY: Utilizing a specialist sub-adviser, the Fund invests in U.S. dollar denominated debt securities of emerging markets issuers INVESTMENT STRATEGY Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets in fixed income securities of emerging markets issuers. The Fund will invest primarily in U.S. dollar denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers. The Sub-Adviser will spread the Fund's holdings across a number of countries and industries to limit its exposure to a single emerging market economy. There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security. There is no minimum rating standard for the Fund's securities and the Fund's securities will generally be in the lower or lowest rating categories (including those below investment grade, commonly referred to as "junk bonds"). Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities. WHAT ARE THE RISKS OF INVESTING IN THE FUND? The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the average maturity or duration of these securities affects risk. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. "Junk bonds" involve greater risks of default or downgrade, and involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer's creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of junk bonds, particularly those issued by foreign governments, is even greater since the prospects 15 for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries. The foreign sovereign debt securities and "Brady Bonds" the Fund purchases involve specific risks, including the risk that: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. The Fund is also subject to the risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole. 16 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for five years. The performance information shown is based on full calendar years. 1998 -20.89% 1999 28.89% 2000 13.51% 2001 12.30% 2002 X.XX% BEST QUARTER WORST QUARTER X.XX% X.XX% (XX/XX/XX) (XX/XX/XX) THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR THE PERIODS ENDED DECEMBER 31, 2002 TO THOSE OF THE J.P. MORGAN EMBI PLUS INDEX.
EMERGING MARKETS DEBT FUND - CLASS A SHARES 1 YEAR 5 YEARS SINCE INCEPTION* - --------------------------------------------------------------- --------------- ------------ ---------------- RETURN BEFORE TAXES X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS** X.XX% X.XX% X.XX% RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES** X.XX% X.XX% X.XX% J.P. MORGAN EMERGING MARKETS BOND PLUS INDEX RETURN (REFLECTS NO DEDUCTION FOR FEES, EXPENSES, OR TAXES)*** X.XX% X.XX% X.XX%
* The inception date for the Fund's Class A Shares is June 26, 1997. Index returns shown from June 30, 1997. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** An index measures the market prices of a specific group of securities in a particular market or securities in a market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its performance would be lower. The J.P. Morgan EMBI Plus Index is a widely-recognized, market value-weighted (higher market value securities have more influence than lower market value securities) index of bonds issued by emerging markets countries. The index currently includes Eurobonds, and Brady Bonds issued by Argentina, Brazil, Bulgaria, Mexico, Nigeria, the Philippines, Poland and Venezuela. 17 FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD FUND SHARES. ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
CLASS A SHARES - -------------------------------------------- ----------------------- Investment Advisory Fees 0.85% Distribution (12b-1) Fees None Other Expenses X.XX% Total Annual Fund Operating Expenses X.XX%*
* The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because [SIMC and the Distributor] each waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. [SIMC and the Distributor] may discontinue all or part of these waivers at any time. With these fee waivers, the Fund's actual total operating expenses were as follows: Emerging Markets Debt Fund-- Class A Shares X.XX% For more information about these fees, see "Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS EMERGING MARKETS DEBT FUND - CLASS A SHARES $XXX $XXX $XXX $XXX
18 MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Funds' primary investment strategies. However, each Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Funds' Statement of Additional Information (SAI). The investments and strategies described in this prospectus are those that the Adviser and Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations that would not ordinarily be consistent with the Funds' objectives. A Fund will do so only if the Adviser or Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, there is no guarantee that any Fund will achieve its investment goal. INVESTMENT ADVISER AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION (SIMC) ACTS AS THE MANAGER OF MANAGERS OF THE FUNDS, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE FUNDS SINCE IT ALLOCATES EACH FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Funds' investment policies and guidelines, and monitors each Sub-Adviser's adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of the Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives. SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Funds. As of December 31, 2002, SIMC had approximately $XX.X billion in assets under management. For the fiscal year ended September 30, 2002, SIMC received investment advisory fees, [after fee waivers,] as a percentage of each Fund's net assets, at the following annual rates: INTERNATIONAL EQUITY FUND X.XX% EMERGING MARKETS EQUITY FUND X.XX% EMERGING MARKETS DEBT FUND X.XX% 19 For the period July 24, 2002 to September 30, 2002, SIMC received an annual fee of X.XX%, as a percentage of the International Fixed Income Fund's net assets. For the period October 1, 2001 to July 24, 2002, the International Fixed Income Fund's previous investment adviser received an annual fee of X.XX%, as percentage of the Fund's net assets. SUB-ADVISERS AND PORTFOLIO MANAGERS INTERNATIONAL EQUITY FUND: BLACKROCK INTERNATIONAL LTD.: BlackRock International, Ltd. (BlackRock International), located at 40 Torphichen Street, Edinburgh, EH3 8JB, Scotland, serves as a Sub-Adviser to the International Equity Fund. Albert B. Morillo, Managing Director and Senior Portfolio Manager, heads an investment team at BlackRock International that serves as the portfolio manager of the portion of the International Equity Fund's assets allocated to BlackRock International. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management. CAPITAL GUARDIAN TRUST COMPANY: Capital Guardian Trust Company (CGTC), located at 333 South Hope Street, 55th Floor, Los Angeles, California 90071, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at CGTC manages the portion of the assets of the International Equity Fund allocated to CGTC and utilizes a multi-portfolio management system. JF INTERNATIONAL MANAGEMENT INC.: JF International Management Inc. (JFIMI), located at 47th Floor, Jardine House, 1 Connaught Place, Central Hong Kong, serves as a Sub-Adviser to the International Equity Fund. Man Wing Chung and Simon Jones of JF Asset Management ("JFAM", the name used by all JF asset management companies in Asia, including JFIMI) serve as portfolio managers of the portion of the assets of the International Equity Fund allocated to JFIMI. Mr. Chung has been with JFAM for 2 years, and has over 15 years of investment experience. Mr. Jones has been with JFAM for 7 years and has over 16 years of investment experience. MARTIN CURRIE INC.: Martin Currie Inc. (Martin Currie), located at Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2ES, Scotland, serves as a Sub-Adviser to the International Equity Fund. Michael Thomas and John Millar of Martin Currie serve as the portfolio managers of the portion of the assets of the International Equity Fund allocated to Martin Currie. Mr. Thomas joined Martin Currie in 1989, and has 28 years of investment experience. Mr. Millar joined Martin Currie in 2000 having previously worked for Stewart Ivory and Colonial First State. He has 10 years of investment experience. MORGAN STANLEY INVESTMENT MANAGEMENT INC.: Morgan Stanley Investment Management Inc. (MSIM Inc.), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the International Equity Fund. The portion of the assets of the International Equity Fund allocated to MSIM Inc. is managed by the Sub-Adviser's International Value Team. Current members of the team 20 include Dominic Caldecott, Managing Director, Peter Wright, Managing Director, William Lock, Managing Director, and Walter Riddell, Vice President. OECHSLE INTERNATIONAL ADVISORS: Oechsle International Advisors (Oechsle), located at One International Place, 23rd Floor, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. S. Dewey Keesler, Jr. and Kathleen Harris of Oechsle serve as portfolio managers of the portion of the assets of the International Equity Fund allocated to Oechsle. Mr. Keesler is a Managing Principal, the Chief Investment Officer and a Portfolio Manager/Research Analyst with the responsibility of coordinating the firm's investment activities. He has 21 years of investment experience. Ms. Harris joined Oechsle in January 1995 and is a Principal and Portfolio Manager/Research Analyst. EMERGING MARKETS EQUITY FUND: Alliance Capital Management L.P.: Alliance Capital Management L.P. (Alliance), located at 1345 Avenue of the Americas, New York, New York 10105, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A committee of investment professionals at Alliance manages the portion of the Emerging Markets Equity Fund's assets allocated to Alliance. THE BOSTON COMPANY ASSET MANAGEMENT, LLC: The Boston Company Asset Management, LLC (The Boston Company), located at One Boston Place, Boston, Massachusetts 02108, serves as a Sub-Adviser to the Emerging Markets Equity Fund. D. Kirk Henry, CFA and Senior Vice President of The Boston Company serves as the portfolio manager of the portion of the assets of the Emerging Markets Equity Fund allocated to The Boston Company. Since joining The Boston Company in 1994, Mr. Henry has had primary responsibility for the firm's Emerging Markets Equity product and International Equity strategies. Lloyd George Investment Management (Bermuda) Limited: Lloyd George Investment Management (Bermuda) Limited (LGIM), located at 3808 One Exchange Square, Central, Hong Kong, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Pamela Chan, Director of LGIM, and Samir Mehta, CFA, and Director of LGIM, serve as co-portfolio managers of the portion of the Emerging Markets Equity Fund's assets allocated to LGIM. Ms. Chan joined LGIM in April 1994 and manages Asian regional accounts for institutional clients. Prior to joining LGIM in 1998, Mr. Mehta was an analyst at Peregrine Securities in India for over four years. Ms. Chan and Mr. Mehta each has over 20 and 10 years of investment experience, respectively. MORGAN STANLEY INVESTMENT MANAGEMENT INC.: Morgan Stanley Investment Management Inc. (MSIM Inc.), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the Emerging Markets Equity Fund. The portion of the assets of the Emerging Markets Equity Fund allocated to MSIM Inc. is managed by the Sub-Adviser's Emerging Markets and Asian Equity Teams. Current members of the teams include Narayan Ramachantran, Managing Director, Ruchir Sharma, Executive Director, Ashutosh Sinha, Executive Director and Michael Perl, Executive Director. 21 INTERNATIONAL FIXED INCOME FUND: Fischer Francis Trees & Watts, Inc. and its affiliates: Fischer Francis Trees & Watts, Inc. ("Fischer Francis"), a New York corporation, located at 200 Park Avenue, 46th Floor, New York, New York 10166, and three of its affiliates, Fischer Francis Trees & Watts, a corporate partnership organized under the laws of the United Kingdom, Fischer Francis Trees & Watts (Singapore) Pte Ltd, a Singapore corporation, and Fischer Francis Trees & Watts Kabushiki Kaisha, a Japanese corporation (collectively referred to as "FFTW") serve as the Sub-Adviser to the International Fixed Income Fund. FFTW's Investment Strategy Group is responsible for determining the investment strategy of the International Fixed Income Fund. Kevin Corrigan, Portfolio Manager and Managing Director of FFTW, serves as portfolio manager of the International Fixed Income Fund. Mr. Corrigan joined FFTW in 1995 and has 7 years of investment experience. 22 EMERGING MARKETS DEBT FUND: SALOMON BROTHERS ASSET MANAGEMENT INC: Salomon Brothers Asset Management Inc (SBAM), located at 399 Park Avenue, 4th Floor, New York, New York 10022, serves as the Sub-Adviser to the Emerging Markets Debt Fund. Peter J. Wilby leads a team of professionals from SBAM that manages the assets of the Emerging Markets Debt Fund. Mr. Wilby, a Managing Director of SBAM, joined SBAM in 1989. PURCHASING AND SELLING FUND SHARES This section tells you how to purchase and sell (sometimes called "redeem") Class A Shares of the Funds. The Funds offer Class A Shares only to financial institutions and intermediaries for their own or their customers' accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI. HOW TO PURCHASE FUND SHARES You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). Financial institutions and intermediaries may purchase Class A Shares by placing orders with the Funds' Transfer Agent (or its authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Cash investments must be transmitted or delivered in federal funds to the Funds' wire agent by the close of business on the day after the order is placed. The Funds reserve the right to refuse any purchase requests, particularly those that would not be in the best interests of the Funds or their shareholders and could adversely affect the Funds or their operations. This includes those from any individual or group who, in a Fund's view, are likely to engage in excessive trading (usually defined as more than four transactions out of a Fund within a calendar year). When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Funds), you may have to transmit your purchase and sale requests to these financial institutions at an earlier time for your transaction to become effective that day. This allows these financial institutions time to process your requests and transmit them to the Funds. Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are normally executed at the net asset value per share (NAV) next determined after the intermediary receives the request. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis. 23 If you deal directly with a financial institution or financial intermediary, you will have to follow the institution's or intermediary's procedures for transacting with the Funds. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries. Each Fund calculates its NAV once each Business Day at the close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for you to receive the current Business Day's NAV, generally a Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern time. The Funds will not accept orders that request a particular day or price for the transaction or any other special conditions. HOW THE FUNDS CALCULATE NAV NAV for one Fund share is the value of that share's portion of the net assets of the Fund. In calculating NAV, a Fund generally values its investment portfolio at market price. If market prices are unavailable or the Funds think that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board of Trustees. The Funds hold portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of the Funds' investments may change on days when you cannot purchase or sell Fund shares. MINIMUM PURCHASES To purchase Class A Shares for the first time, you must invest at least $100,000 in any Fund with minimum subsequent investments of at least $1,000. A Fund may accept investments of smaller amounts at its discretion. HOW TO SELL YOUR FUND SHARES If you hold Class A Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Funds (or their authorized intermediary) receive your request. RECEIVING YOUR MONEY Normally, the Funds will make payment on your sale on the Business Day following the day on which they receive your request, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account. REDEMPTIONS IN KIND The Funds generally pay sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Funds' remaining shareholders) the Funds might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. 24 SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES The Funds may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI. TELEPHONE TRANSACTIONS Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Funds have certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Funds follow these procedures, the Funds will not be responsible for any losses or costs incurred by following telephone instructions that the Funds reasonably believe to be genuine. DISTRIBUTION OF FUND SHARES SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Funds. SIDCo. receives no compensation for distributing the Funds' shares. For Class A Shares, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%. DIVIDENDS, DISTRIBUTIONS AND TAXES DIVIDENDS AND DISTRIBUTIONS The Funds periodically distribute their investment income to shareholders as a dividend. It is the Funds' policy to pay dividends at least once annually. The Funds make distributions of capital gains, if any, at least annually. You will receive dividends and distributions in cash unless otherwise stated. 25 TAXES PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below the Funds have summarized some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. Each Fund will distribute substantially all of its net investment income and its net realized capital gains, if any. The dividends and distributions you receive from the Funds may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. Each sale of Fund shares may be a taxable event. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Funds. Each Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Funds will notify you if they make such election. MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI. 26 FINANCIAL HIGHLIGHTS The tables that follow present performance information about Class A Shares of each Fund. This information is intended to help you understand each Fund's financial performance for the past five years, or, if shorter, the period of the Funds' operations. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in a Fund, assuming you reinvested all of your dividends and distributions. This information has been audited by [__________________], independent public accountants. Their report, along with each Fund's financial statements, appears in the annual report that accompanies the Funds' SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. 27 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE YEARS ENDED SEPTEMBER 30, (UNLESS OTHERWISE INDICATED)
NET REALIZED AND DISTRIBUTIONS NET ASSET UNREALIZED DISTRIBUTIONS FROM NET ASSETS VALUE NET GAINS FROM NET REALIZED NET ASSET END OF BEGINNING INVESTMENT (LOSSES) ON INVESTMENT CAPITAL VALUE END TOTAL PERIOD ($ OF PERIOD INCOME (LOSS) SECURITIES INCOME GAINS OF PERIOD RETURN+ THOUSANDS) - ---------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 $12.33 $0.03 $(3.73) $(0.07) $(0.31) $8.25 (30.85)% $2,365,245 2000 12.09 0.08 0.43 (0.04) (0.23) 12.33 4.15 2,953,872 1999(1) 9.16 0.04 3.34 (0.10) (0.35) 12.09 37.86 1,844,459 1998(1)(2) 10.15 0.07 (1.06) -- -- 9.16 (9.75) 966,707 1998(1) 9.67 0.17 0.77 (0.18) (0.28) 10.15 10.21 851,542 EMERGING MARKETS EQUITY FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 $9.19 $0.04 $(3.15) $-- $-- $6.08 (33.84)% $1,010,428 2000(1) 9.13 (0.05) 0.12 (0.01) -- 9.19 0.71 1,285,033 1999 6.17 (0.03) 3.00 (0.01) -- 9.13 48.23 866,911 1998(2) 10.55 0.07 (4.45) -- -- 6.17 (41.52) 498,470 1998 12.87 (0.03) (2.25) (0.03) (0.01) 10.55 (17.72) 509,748 RATIO OF RATIO OF NET INVESTMENT RATIO OF EXPENSES INCOME (LOSS) RATIO OF NET INVESTMENT TO AVERAGE TO AVERAGE EXPENSES INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - --------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 1.28% 0.36% 1.29% 0.35% 91% 2000 1.29++ 0.79 1.30 0.78 73 1999(1) 1.28 0.39 1.31 0.36 61 1998(1)(2) 1.24 1.60 1.31 1.53 66 1998(1) 1.21 1.31 1.30 1.22 75 EMERGING MARKETS EQUITY FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 1.95% 0.54% 2.13% 0.36% 126% 2000(1) 1.96 (0.46) 2.12 (0.62) 110 1999 1.95 (0.35) 2.14 (0.54) 129 1998(2) 1.95 1.51 2.24 1.22 46 1998 1.95 (0.12) 2.36 (0.53) 76
28
NET REALIZED AND DISTRIBUTIONS NET ASSET UNREALIZED DISTRIBUTIONS FROM NET ASSETS VALUE NET GAINS FROM NET REALIZED NET ASSET END OF BEGINNING INVESTMENT (LOSSES) ON INVESTMENT CAPITAL VALUE END TOTAL PERIOD ($ OF PERIOD INCOME (LOSS) SECURITIES INCOME GAINS OF PERIOD RETURN+ THOUSANDS) - ---------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 $9.81 $0.33 $(0.02) $-- $-- $10.12 3.16% $1,198,644 2000 11.03 0.31 (1.35) (0.18) -- 9.81 (9.58) 1,105,584 1999 11.89 0.30 (0.42) (0.53) (0.21) 11.03 (1.36) 809,440 1998(2) 10.68 0.40 0.81 -- -- 11.89 11.33 533,800 1998 10.53 0.23 0.11 (0.10) (0.09) 10.68 3.23 408,974 EMERGING MARKETS DEBT FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 $9.51 $0.94 $(0.53) $(0.89) $-- $9.03 4.69% $458,950 2000 8.11 0.84 1.33 (0.77) -- 9.51 28.07 490,554 1999 6.83 0.84 1.19 (0.75) -- 8.11 31.15 283,993 1998(2) 10.31 (0.11) (3.37) -- -- 6.83 (33.75) 162,938 1998(3) 10.00 0.56 -- (0.25) -- 10.31 5.64 154,284 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 - --------------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 1.00% 3.13% 1.06% 3.07% 235% 2000 1.00 3.17 1.11 3.06 190 1999 1.00 2.97 1.22 2.75 278 1998(2) 1.00 3.61 1.21 3.40 112 1998 1.00 3.92 1.24 3.68 280 EMERGING MARKETS DEBT FUND CLASS A FOR THE YEARS ENDED SEPTEMBER 30: 2002 2001 1.35% 10.06% 1.78% 9.63% 196% 2000 1.35 10.67 1.80 10.22 227 1999 1.35 12.27 1.82 11.80 184 1998(2) 1.35 10.28 1.84 9.79 186 1998(3) 1.35 8.05 1.94 7.46 269
+ Returns are for the period indicated and have not been annualized. ++ The ratio of expenses to average net assets, excluding interest expense, is 1.28% for the year ended September 30, 2000. (1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares. (2) For the seven month period ended September 30, 1998. All rations for the period have been annualized. Prior to September 30, 1998, the fiscal year end of the Trust was February 28 or 29. (3) Emerging Markets Debt Fund's Class A shares were offered beginning June 29, 1997. All ratios for that period have been annualized. Amounts designated as "--" are either $0 or have been rounded to $0. 29 SEI INSTITUTIONAL INTERNATIONAL TRUST INVESTMENT ADVISER SEI Investments Management Corporation One Freedom Valley Drive Oak, PA 19456 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, PA 19456 LEGAL COUNSEL Morgan, Lewis & Bockius LLP More information about the Funds is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated January 31, 2003 includes detailed information about the SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS These reports list the Funds' holdings and contain information from the Funds' managers about fund strategies, and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Funds. TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION: BY TELEPHONE: Call 1-800-DIAL-SEI BY MAIL: Write to the Funds at: One Freedom Valley Drive Oaks, PA 19456 BY INTERNET: http://www.seic.com 30 FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about the SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-942-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov. SEI Institutional International Trust's Investment Company Act registration number is 811-5601. 31 SEI INSTITUTIONAL INTERNATIONAL TRUST Administrator: SEI Investments Fund Management Distributor: SEI Investments Distribution Co. Investment Adviser: SEI Investments Management Corporation Sub-Advisers: Alliance Capital Management L.P. BlackRock International Ltd. The Boston Company Asset Management Capital Guardian Trust Company Fischer Francis Trees & Watts, Inc. and its affiliates JF International Management, Inc. Lloyd George Investment Management (Bermuda) Limited Martin Currie Inc. Morgan Stanley Investment Management Inc. Oechsle International Advisors Salomon Brothers Asset Management Inc This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended to provide additional information regarding the activities and operations of SEI Institutional International Trust (the "Trust"), and should be read in conjunction with the Trust's Prospectuses relating to the Class A Shares of the International Equity, Emerging Markets Equity, International Fixed Income, and Emerging Markets Debt Funds, the Class A Shares of the Tax-Managed International Equity Fund, the Class I Shares of the International Equity Fund, and the Class Y Shares of the Emerging Markets Equity Fund, each dated January 31, 2003. Prospectuses may be obtained without charge by writing the Trust's distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. The Trust's financial statements for the fiscal year ended September 30, 2002, including notes thereto and the report of ________________________ thereon, are herein incorporated by reference from the Trust's 2002 Annual Report. A copy of the 2002 Annual Report must accompany the delivery of this Statement of Additional Information. January 31, 2003 TABLE OF CONTENTS The Trust................................................... S-2 Investment Objectives and Policies.......................... S-2 Description of Permitted Investments and Risk Factors....... S-7 Description of Ratings...................................... S-24 Investment Limitations...................................... S-25 Non-Fundamental Policies.................................... S-27 The Administrator........................................... S-27 The Adviser and Sub-Advisers................................ S-29 Distribution, Shareholder Servicing and Administrative Servicing................................................. S-31 Trustees and Officers of the Trust.......................... S-32 Performance................................................. S-38 Purchase and Redemption of Shares........................... S-40 Taxes....................................................... S-42 Portfolio Transactions...................................... S-44 Description of Shares....................................... S-47 Limitation of Trustees' Liability........................... S-47 Code of Ethics.............................................. S-47 Voting...................................................... S-47 Shareholder Liability....................................... S-48 Control Persons and Principal Holders of Securities......... S-48 Experts..................................................... S-49 Custodian................................................... S-49 Legal Counsel............................................... S-49 January 31, 2003
THE TRUST SEI Institutional International Trust (formerly, "SEI International Trust") (the "Trust") is an open-end management investment company established as a Massachusetts business trust pursuant to a Declaration of Trust dated June 30, 1988, and has diversified and non-diversified portfolios. The Declaration of Trust permits the Trust to offer separate series ("portfolios") of units of beneficial interest ("shares") and separate classes of shares of such portfolios. Shareholders may purchase shares in certain portfolios through separate classes. Class A, Class I, and Class Y currently may be offered, which provide for variations in transfer agent fees, shareholder servicing fees, administrative servicing fees, dividends and certain voting rights. Except for differences among the classes pertaining to shareholder servicing, administrative servicing, voting rights, dividends and transfer agent expenses, each share of each portfolio represents an equal proportionate interest in that portfolio with each other share of that portfolio. This Statement of Additional Information relates to the following portfolios: International Equity, Emerging Markets Equity, International Fixed Income, Emerging Markets Debt and Tax-Managed International Equity Funds (each a "Fund" and, together, the "Funds"), including all classes of the Funds. Shares of the Tax-Managed International Equity Fund are currently not being offered to shareholders. INVESTMENT OBJECTIVES AND POLICIES INTERNATIONAL EQUITY FUND--The International Equity Fund seeks to provide long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund will invest primarily in companies located in developed countries, but may also invest, to a limited extent, in securities of issuers located in emerging market countries. Securities of non-U.S. issuers purchased by the Fund will typically be listed on recognized foreign exchanges, but also may be purchased in over-the-counter markets, on U.S. registered exchanges, or in the form of sponsored or unsponsored American Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ, or sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Fund expects its investments to emphasize both large, intermediate and small capitalization companies. The Fund expects to be fully invested in the primary investments described above, but may invest up to 20% of its net assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities and non-U.S. indices; futures contracts, including stock index futures contracts; options on futures contracts; and equity-linked warrants. The Fund is permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, and invest up to 15% of its net assets in illiquid securities. The Fund may also lend its securities to qualified borrowers and invest in securities issued by passive foreign investment companies. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to provide capital appreciation. There can be no assurance that the Fund will achieve its investment objective. S-2 Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of emerging market issuers. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund normally maintains investments in at least six emerging market countries and does not invest more than 35% of its total assets in any one emerging market country. The Fund defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Fund's advisers consider emerging market issuers to include companies the securities of which are principally traded in the capital markets of emerging market countries; that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or that are organized under the laws of and have a principal office in an emerging market country. The Fund expects to be fully invested in the primary investments described above, but may invest up to 20% of its net assets in debt securities, including up to 5% of its total assets in debt securities rated below investment grade. These debt securities will include debt securities of governmental and private issuers in emerging market countries. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price volatility than investment grade securities. The Fund may invest in certain debt securities issued by the governments of emerging market countries that are or may be eligible for conversion into investments in emerging market companies under debt conversion programs sponsored by such governments. The Fund may invest up to 15% of its net assets in illiquid securities. The Fund's advisers believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Fund's capital appreciation potential. Investments in special situations may be liquid, as determined by the Fund's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Fund's investment in them will be subject to its 15% restriction on investment in illiquid securities. The Fund may invest up to 10% of its total assets in shares of other investment companies. The Fund may invest in futures contracts, equity linked warrants and purchase securities on a when-issued or delayed delivery basis. The Fund may also purchase and write options to buy or sell futures contracts and lend its securities to qualified borrowers. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks to provide capital appreciation and current income. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in investment grade foreign government and foreign corporate, mortgage, and/or asset-backed fixed income securities of issuers located in at least three countries other than the United States. The Fund will invest primarily in: (i) fixed income securities issued or guaranteed by a foreign government or one of its agencies, authorities, instrumentalities or political subdivisions; (ii) fixed income securities issued or guaranteed by supranational entities; (iii) fixed income securities issued by foreign or multinational corporations; (iv) convertible securities issued by foreign or multinational corporations; S-3 (v) fixed income securities issued by foreign banks or bank holding companies; (vi) asset-backed securities; and (vii) mortgage-backed securities. All such investments will be in investment grade securities denominated in various currencies, including the euro. Investment grade securities are rated in one of the highest four rating categories by a nationally recognized statistical rating agency ("NRSRO") or determined by the adviser to be of comparable quality at the time of purchase. The Fund expects to be fully invested in the primary investments described above, but may invest in obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options, futures and equity-linked warrants. The Fund may also purchase and write options to buy or sell futures contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling and lend its securities to qualified borrowers. The Fund may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Fund will concentrate its investments in relatively developed countries, the Fund may invest up to 20% of its assets in fixed income securities of issuers in, or denominated in the currencies of, developing countries and that are investment-grade securities or determined by the advisers to be of comparable quality to such securities and debt obligations at the time of purchase. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. Under normal circumstances, the portfolio turnover rate for this Fund is expected to exceed 200% per year. Higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs and taxes. The Fund will not consider portfolio turnover a limiting factor in implementing investment decisions which are consistent with the Fund's objectives and policies. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. EMERGING MARKETS DEBT FUND--The investment objective of the Emerging Markets Debt Fund is to maximize total return. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities of issuers in emerging countries. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in fixed income securities of government, government-related and corporate issuers in emerging market countries and of entities organized to restructure the outstanding debt of such issuers. The Fund defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Fund's advisers consider emerging market issuers to be companies the securities of which are principally traded in the capital markets of emerging market countries; that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; that are organized under the laws of and have a principal office in an emerging market country; or that are government issuers located in an emerging market country. Emerging market country fixed income securities in which the Emerging Markets Debt Fund may invest are U.S. dollar-denominated and non-U.S. dollar-denominated corporate and government debt securities, including bonds, notes, bills, debentures, convertible securities, warrants, bank debt obligations, S-4 short-term paper, mortgage and other asset-backed securities, preferred stock, loan participations and assignments and interests issued by entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by emerging market country issuers. The Fund may invest in Brady Bonds, which are debt securities issued by debtor nations to restructure their outstanding external indebtedness, and which comprise a significant portion of the emerging debt market. The Fund's investments in high yield government, government-related and restructured debt securities will consist of: (i) debt securities or obligations issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in emerging market countries (including participations in loans between governments and financial institutions); (ii) debt securities or obligations issued by government-owned, controlled or sponsored entities located in emerging market countries (including participations in loans between governments and financial institutions); and (iii) interests in structured securities of issuers organized and operated for the purpose of restructuring the investment characteristics of instruments issued by any of the entities described above (collectively, "High Yield Foreign Sovereign Debt Securities"). Even though many of these securities are issued by governmental issuers, they may still be considered junk bonds on account of the governmental issuer's poor credit rating. The Fund may also purchase investment grade obligations of the foregoing governmental issuers. The Fund's investments in debt securities of corporate issuers in emerging market countries may include high yield or investment grade debt securities or other obligations issued by: (i) banks located in emerging market countries or by branches of emerging market country banks located in other emerging market countries; or (ii) companies organized under the laws of an emerging market country. The Fund expects to be fully invested in the primary investments described above, but may invest up to 10% of its total assets in common stock, convertible securities, warrants or other equity securities when consistent with the Fund's objective. The Fund will generally hold such equity investments as a result of purchases of unit offerings of fixed-income securities which include such securities or in connection with an actual or proposed conversion or exchange of fixed income securities. The Fund may also enter into repurchase agreements and reverse repurchase agreements, may purchase when-issued and delayed-delivery securities, lend portfolio securities to qualified borrowers and invest in shares of other investment companies. The Fund may purchase restricted securities and may invest up to 15% of the value of its net assets in illiquid securities. The Fund may invest in options and futures for hedging purposes, and may enter into swaps or related transactions. The Fund may invest in receipts, zero coupon securities, pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities. The securities in which the Fund will invest will not be required to meet a minimum rating standard and may not be rated for creditworthiness by any internationally recognized credit rating organization. Generally, the Fund's investments are expected to be in the lower and lowest rating categories established by internationally recognized credit rating organizations or determined to be of comparable quality. Such securities, commonly known as "junk bonds," involve significantly greater risks, including price volatility and the risk of default of payment of interest and principal, than higher rated securities. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. There is no limit on the percentage of the Fund's assets that may be invested in non-U.S. dollar denominated securities. However, it is expected that the majority of the Fund's assets will be denominated in U.S. dollars. S-5 The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. TAX-MANAGED INTERNATIONAL EQUITY FUND--The Tax-Managed International Equity Fund seeks to provide long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund will invest primarily in companies located in developed countries, but may also invest, to a limited extent, in securities of issuers located in emerging market countries. Securities of non-U.S. issuers purchased by the Fund will typically be listed on recognized foreign exchanges, but also may be purchased in over-the-counter markets, on U.S. registered exchanges, or in the form of sponsored or unsponsored ADRs traded on registered exchanges or NASDAQ, or sponsored or unsponsored EDRs, CDRs or GDRs. The Fund expects its investments to emphasize both large, intermediate and small capitalization companies. The Fund expects to be fully invested in the primary investments described above, but may invest up to 20% of its net assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities and non-U.S. indices; futures contracts, including stock index futures contracts; and options on futures contracts. The Fund is permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, invest up to 15% of its net assets in illiquid securities and lend its securities to qualified borrowers. Although permitted to do so, the Fund does not currently intend to invest in securities issued by passive foreign investment companies. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. The Fund is designed for long-term taxable investors, including high net worth individuals. While the Fund seeks to maximize after-tax returns for its shareholders, the Fund is very likely to have taxable investment income and will likely realize taxable gains from time to time. The Fund seeks to maximize after-tax returns for its shareholders in part by minimizing the taxes they incur in connection with the Fund's realization of investment income and capital gains. Taxable investment income will be minimized by investing primarily in lower yielding securities. If this strategy is carried out, the Fund can be expected to distribute relatively low levels of taxable investment income. Realized capital gains will be minimized in part by investing primarily in established companies with the expectation of holding these securities for a period of years. The Fund's advisers will generally seek to avoid realizing short-term capital gains. When a decision is made to sell a particular appreciated security, the Fund will attempt to select for sale those share lots with holding periods sufficient to qualify for long-term capital gains treatment and among those, the share lots with the highest cost basis. The Fund may, when prudent, sell securities to realize capital losses that can be used to offset realized capital gains. To protect against price declines affecting securities with large unrealized gains, the Fund may use hedging techniques such as the purchase of put options, short sales "against the box," the sale of stock index futures contracts, and equity swaps. A short sale against the box is a taxable transaction to the Fund S-6 with respect to the securities that are sold short. By using these techniques rather than selling such securities, the Fund will attempt to reduce its exposure to price declines without realizing substantial capital gains under the current tax law. Although the Fund may utilize certain hedging strategies in lieu of selling appreciated securities, the Fund's exposure to losses during stock market declines may nonetheless be higher than that of other funds that do not follow a general policy of avoiding sales of highly-appreciated securities. DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS AMERICAN DEPOSITORY RECEIPTS, CONTINENTAL DEPOSITARY RECEIPTS, EUROPEAN DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY RECEIPTS--ADRs are securities, typically issued by a U.S. financial institution (a "depositary"), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. EDRs, which are sometimes referred to as CDRs, are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence a similar ownership arrangement. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European securities markets and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities. ASSET-BACKED SECURITIES--Asset-backed securities are securities secured by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Such securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Such securities also may be debt instruments, which are also known as collateralized obligations and are generally issued as the debt of a special purpose entity, such as a trust, organized solely for the purpose of owning such assets and issuing such debt. Credit support for asset-backed securities may be based on the underlying assets and/or provided by a third party through credit enhancements. Credit enhancements techniques include letters of credit, insurance bonds, limited guarantees (which are generally provided by the issuer), senior-subordinated structures and overcollateralization. Asset-backed securities are not issued or guaranteed by the U.S. Government or its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts for a certain period by a letter of credit issued by a financial institution (such as a bank or insurance company) unaffiliated with the issuers of such securities. The purchase of asset-backed securities raises risk considerations peculiar to the financing of the instruments underlying such securities. For example, there is a risk that another party could acquire an interest in the obligations superior to that of the holders of the asset-backed securities. There also is the possibility that recoveries on repossessed securities entail prepayment risk, which may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. In addition, credit card receivables are unsecured obligations of the card holders. The market for asset-backed securities is at a relatively early stage of development. Accordingly, there may be a limited secondary market for such securities. BANK OBLIGATIONS--Bank obligations of United States and foreign commercial banks or savings and loan institutions which the Funds may buy include certificates of deposit, time deposits and bankers' acceptances. A certificate of deposit is an interest-bearing instrument with a specific maturity issued by a S-7 bank or savings and loan institution in exchange for the deposit of funds that normally can be traded in the secondary market prior to maturity. A time deposit is an account containing a currency balance pledged to remain at a particular bank for a specified period in return for payment of interest. A bankers' acceptance is a bill of exchange guaranteed by a bank or trust company for payment within one to six months. Bankers' acceptances are used to provide manufacturers and exporters with capital to operate between the time of manufacture or export and payment by the purchaser. BRADY BONDS--Certain debt obligations, customarily referred to as "Brady Bonds," are created through the exchange of existing commercial bank loans to foreign entities for new obligations in connection with a debt restructuring. Brady Bonds have only been issued since 1989, and, accordingly, do not have a long payment history. In addition, they are issued by governments that may have previously defaulted on the loans being restructured by the Brady Bonds, so are subject to the risk of default by the issuer. They may be fully or partially collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar denominated) and they are actively traded in the over-the-counter secondary market. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal due at maturity by U.S. Treasury zero coupon obligations which have the same maturity as the Brady Bonds. Certain interest payments on these Brady Bonds may be collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is typically equal to between 12 and 18 months of rolling interest payments or, in the case of floating rate bonds, initially is typically equal to between 12 and 18 months rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter with the balance of interest accruals in each case being uncollateralized. Payment of interest and (except in the case of principal collateralized Brady Bonds) principal on Brady Bonds with no or limited collateral depends on the willingness and ability of the foreign government to make payment. In the event of a default on collateralized Brady Bonds for which obligations are accelerated, the collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Based upon current market conditions, a Fund would not intend to purchase Brady Bonds which, at the time of investment, are in default as to payment. However, in light of the residual risk of Brady Bonds and, among other factors, the history of default with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as speculative. A substantial portion of the Brady Bonds and other sovereign debt securities in which the Emerging Markets Debt Fund invests are likely to be acquired at a discount, which involves certain additional considerations. Sovereign obligors in developing and emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which the Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect a Fund's holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. S-8 CERTIFICATES OF DEPOSIT--A certificate of deposit is a negotiable, interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Certificates of deposit have penalties for early withdrawal. COMMERCIAL PAPER--Commercial paper which the Funds may purchase includes variable amount master demand notes, which may or may not be backed by bank letters of credit. These notes permit the investment of fluctuating amounts at varying market rates of interest pursuant to direct arrangements between a Fund, as lender, and the borrower. Such notes provide that the interest rate on the amount outstanding varies on a daily, weekly or monthly basis depending upon a stated short-term interest rate index. There is no secondary market for the notes. CONVERTIBLE SECURITIES--Convertible securities are securities that are exchangeable for a set number of another security at a prestated price. Convertible securities have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of convertible securities tends to move together with the market value of the underlying stock. As a result, a Fund's selection of convertible securities is based, to a great extent, on the potential for capital appreciation that may exist in the underlying stock. DOLLAR ROLLS--"Dollar rolls" are transactions in which a Fund sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities on a specified future date. The difference between the sale price and the purchase price (plus any interest earned on the cash proceeds of the sale) is netted against the interest income foregone on the securities sold to arrive at an implied borrowing rate. Alternatively, the sale and purchase transactions can be executed at the same price, with the Fund being paid a fee as consideration for entering into the commitment to purchase. EQUITY-LINKED WARRANTS--Equity linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position, the shares are sold and the warrant redeemed with the proceeds. Each warrant represents one share of the underlying stock, therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrants can be redeemed for 100% of the value of the underlying stock (less transaction costs). Being American style warrants, they can be exercised at any time. The warrants are U.S. dollar denominated and priced daily on several international stock exchanges. There are risks associated with equity-linked warrants: The investor will bear the full counterparty risk to the issuing broker, (but the advisers can mitigate this by only purchasing from issuers with the highest credit rating (AA or better)). They also have a longer settlement period because they go through the same registration process as the underlying shares (about three weeks) and during this time the shares cannot be sold. There is currently no active trading market for equity-linked warrants. Certain issuers of such warrants may be deemed to be "investment companies" as defined in the Investment Company Act of 1940 (the "1940 Act"). As a result, a Fund's investment in such warrants may be limited by certain investment restrictions contained in the 1940 Act. EQUITY SECURITIES--Equity securities represent ownership interests in a company or corporation, and include common stock, preferred stock, and warrants and other rights to acquire such instruments. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which a Fund invests will cause the net asset value of the Fund to fluctuate. S-9 Investments in small or middle capitalization companies involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. The securities of small or medium-sized companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of smaller companies may have limited market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. EUROBONDS--A Eurobond is a bond denominated in U.S. dollars or another currency and sold to investors outside of the country whose currency is used. Eurobonds may be issued by government or corporate issuers, and are typically underwritten by banks and brokerage firms from numerous countries. While Eurobonds typically pay principal and interest in Eurodollars, U.S. dollars held in banks outside of the United States, they may pay principal and interest in other currencies. FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt obligations issued by governments, corporations, municipalities and other borrowers, but may also include structured securities that provide for participation interests in debt obligations. The market value of fixed income investments will generally change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments. Changes in the value of these securities will not affect cash income derived from these securities, but will affect a Fund's net asset value. There are no restrictions on the average maturity of the International Fixed Income or the Emerging Markets Debt Funds or on the maturity of any single instrument held by any Fund. Maturities may vary widely depending on the adviser's assessment of interest rate trends and other economic and market factors. In the event a security owned by a Fund is downgraded below investment grade, the adviser will review the situation and take appropriate action with regard to the security. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. Fixed income securities rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities. FORWARD FOREIGN CURRENCY CONTRACTS--The Funds may enter into forward foreign currency contracts to manage foreign currency exposure and as a hedge against possible variations in foreign exchange rates. The Funds may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Funds, to some degree, against possible losses resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Funds also may invest in foreign currency futures and in options on currencies. Forward foreign currency contracts involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. A Fund may enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Fund's securities denominated in such foreign currency. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Fund to establish a rate of exchange for a future point in time. At the maturity of a forward contract, the Fund may either sell a Fund security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. A Fund may realize a gain or loss from currency transactions. S-10 When entering into a contract for the purchase or sale of a security in a foreign currency, a Fund may enter into a forward foreign currency contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the United States dollar or other foreign currency. Also, when an adviser anticipates that a particular foreign currency may decline substantially relative to the United States dollar or other leading currencies, in order to reduce risk, a Fund may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Fund will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into United States dollars. A Fund will place assets in a segregated account to assure that its obligations under forward foreign currency contracts are covered. FUTURES AND OPTIONS OF FUTURES--Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security or currency at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Fund may use futures contracts and related options for BONA FIDE hedging and risk management purposes, including to offset changes in the value of securities or currencies held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Fund will seek to minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges. An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. In order to avoid leveraging and related risks, when a Fund invests in futures contracts, it will cover its position by earmarking or segregating an amount of cash or liquid securities equal to the market value of the futures positions held, less margin deposits, and that amount will be marked to market on a daily basis. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and options on futures. A Fund may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Fund's net assets. S-11 HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES--Investing in fixed and floating rate high yield foreign sovereign debt securities will expose the Emerging Markets Debt Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will also be strongly influenced by the obligor's balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. Countries such as those in which the Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate or trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty or instability. Additional factors which may influence the ability or willingness to service debt include, but are not limited to, a country's cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and its government's policy towards the International Monetary Fund, the World Bank and other international agencies. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government's implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend funds, which may further impair the obligor's ability or willingness to timely service its debts. ILLIQUID SECURITIES--Illiquid securities are securities that cannot be disposed of within seven days at approximately the price at which they are being carried on a Fund's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with maturities of over seven days in length. The Funds may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Investing in such unlisted emerging country equity securities, including investments in new and early stage companies, may involve a high degree of business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund, or less than what may be considered the fair value of such securities. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. In addition, the Emerging Markets Equity Fund believes that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Fund's capital appreciation potential. To the extent these investments are deemed illiquid, the Emerging Markets Equity Fund's investment in them will be consistent with its 15% restriction on investment in illiquid securities. Investments in special situations and certain other instruments may be liquid, as determined by the Fund's advisers based on criteria approved by the Board of Trustees. INVESTMENT COMPANIES--Investment company securities are securities of other open-end or closed-end investment companies. The 1940 Act generally prohibits an investment company from acquiring S-12 more than 3% of the outstanding voting shares of an investment company and limits such investments to no more than 5% of the Fund's total assets in any one investment company and no more than 10% in any combination of investment companies. A Fund will not invest in investment companies in excess of these limits except to the extent permitted by any rule, regulation or order of the U.S. Securities and Exchange Commission (the "SEC"). A Fund may invest in investment companies managed by the Adviser or its affiliates to the extent permitted under the 1940 Act or as otherwise authorized by rule, regulation or order of the SEC. If a Fund invests in investment companies managed by the Adviser, the Adviser will receive advisory fees both from the Fund and the investment company managed by the Adviser. To the extent a Fund invests a portion of its assets in investment companies, those assets will be subject to the risks of the purchased investment company's portfolio securities. The Fund also will bear its proportionate share of the expenses of the purchased investment company in addition to its own expenses. A Fund does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs (which includes any investment advisory fees charged by the investment companies) relative to the benefits and costs associated with direct investments in the underlying securities. Because of restrictions on direct investment by U.S. entities in certain countries, investment in other investment companies may be the most practical or the only manner in which an international and global fund can invest in the securities markets of those countries. Investments in closed-end investment companies may involve the payment of substantial premiums above the net asset value of such issuer's portfolio securities and are subject to limitations under the 1940 Act. A Fund also may incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." EXCHANGE TRADED FUNDS. Exchange Traded Funds ("ETFs") are investment companies that are registered under the 1940 Act as open-end funds or unit investment trusts ("UITs"). ETFs are actively traded on national securities exchanges and are generally based on specific domestic and foreign market indices. An "index-based ETF" seeks to track the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings. LOWER RATED SECURITIES--Certain Funds may invest in lower-rated bonds commonly referred to as "junk bonds" or high-yield/high-risk securities. Lower rated securities are defined as securities rated below the fourth highest rating category by an NRSRO. Such obligations are speculative and may be in default. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by a Fund. Lower rated or unrated (I.E., high yield) securities are more likely to react to developments affecting issuers than are more highly rated securities, which primarily react to movements in the general level of interest rates. The market values of fixed-income securities tend to vary inversely with the level of interest rates. Yields and market values of high yield securities will fluctuate over time, reflecting not only changing interest rates but the market's perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, medium to lower rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates. Investors should carefully consider the relative risks of investing in high yield securities and understand that such securities are not generally meant for short-term investing. Adverse economic developments can disrupt the market for high yield securities, and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity which may lead to a higher incidence of default on such securities. In addition, the secondary market for high yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. As a result, the Funds' advisers could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Furthermore the Trust may experience difficulty in valuing S-13 certain securities at certain times. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating the Fund's net asset value. Lower rated or unrated debt obligations also present risks based on payment expectations. If an issuer calls the obligations for redemption, a Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If a Fund experiences unexpected net redemptions, it may be forced to sell its higher rated securities, resulting in a decline in the overall credit quality of the Fund's investment portfolio and increasing the exposure of the Fund to the risks of high yield securities. GROWTH OF HIGH-YIELD, HIGH-RISK BOND MARKET--The widespread expansion of government, consumer and corporate debt within the U.S. economy has made the corporate sector more vulnerable to economic downturns or increased interest rates. Further, an economic downturn could severely disrupt the market for lower rated bonds and adversely affect the value of outstanding bonds and the ability of the issuers to repay principal and interest. The market for lower-rated securities may be less active, causing market price volatility and limited liquidity in the secondary market. This may limit a Fund's ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security. SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. Lower rated bonds are very sensitive to adverse economic changes and corporate developments. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would aversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond defaulted on its obligations to pay interest or principal or entered into bankruptcy proceedings, a Fund may incur losses or expenses in seeking recovery of amounts owed to it. In addition, periods of economic uncertainty and change can be expected to result in increased volatility of market prices of high-yield, high-risk bonds and a Fund's net asset value. PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, a Fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a high- yield, high-risk bond's value will decrease in a rising interest rate market, as will the value of the Fund's assets. If a Fund experiences significant unexpected net redemptions, this may force it to sell high-yield, high-risk bonds without regard to their investment merits, thereby decreasing the asset base upon which expenses can be spread and possibly reducing the Fund's rate of return. TAXES. A Fund may purchase debt securities (such as zero-coupon or pay-in-kind securities) that contain original issue discount. Original issue discount that accrues in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code") even though the Fund has not received any interest payments on such obligations during that period. Because the original issue discount earned by the Fund in a taxable year may not be represented by cash income, the Fund may have to dispose of other securities and use the proceeds to make distributions to shareholders. LOAN PARTICIPATIONS AND ASSIGNMENTS--Loan participations are interests in loans to corporations or governments which are administered by the lending bank or agent for a syndicate of lending banks, and sold by the lending bank, financial institution or syndicate member ("intermediary bank"). In a loan participation, the borrower will be deemed to be the issuer of the participation interest, except to the extent a Fund derives its rights from the intermediary bank. Because the intermediary bank does not guarantee a loan participation in any way, a loan participation is subject to the credit risks generally associated with the underlying borrower. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by such borrower as a result of S-14 improper conduct by the intermediary bank. In addition, in the event the underlying borrower fails to pay principal and interest when due, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of such borrower. Under the terms of a loan participation, a Fund may be regarded as a creditor of the intermediary bank, (rather than of the underlying borrower), so that the Fund may also be subject to the risk that the intermediary bank may become insolvent. Loan assignments are investments in assignments of all or a portion of certain loans from third parties. When a Fund purchases assignments from lenders it will acquire direct rights against the borrower on the loan. Since assignments are arranged through private negotiations between potential assignees and assignors, however, the rights and obligations acquired by the Fund may differ from, and be more limited than, those held by the assigning lender. Loan participations and assignments may be considered liquid, as determined by the Funds' advisers based on criteria approved by the Board of Trustees. MONEY MARKET INSTRUMENTS--Money market securities are high-quality, dollar and non dollar-denominated, short-term debt instruments. They consist of: (i) bankers' acceptances, certificates of deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and obligations of agencies and instrumentalities of the U.S. Government; (iii) high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt obligations with a maturity of one year or less issued by corporations and governments that issue high-quality commercial paper or similar securities; and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers. MORTGAGE-BACKED SECURITIES--The Funds may invest in mortgage-backed securities issued by the Government National Mortgage Association ("GNMA") and certain government-related organizations such as Fannie Mae and the Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers, and private mortgage insurance companies. Mortgage-backed securities are instruments that entitle the holder to a share of all interest and principal payments from mortgages underlying the security. The mortgages backing these securities include conventional fifteen- and thirty-year fixed-rate mortgages, graduated payment mortgages, adjustable rate mortgages and balloon mortgages. During periods of declining interest rates, prepayment of mortgages underlying mortgage-backed securities can be expected to accelerate. Prepayment of mortgages which underlie securities purchased at a premium often results in capital losses, while prepayment of mortgages purchased at a discount often results in capital gains. Because of these unpredictable prepayment characteristics, it is often not possible to predict accurately the average life or realized yield of a particular issue. Although certain mortgage-backed securities are guaranteed by a third-party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. If a Fund purchases a mortgage-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-backed security may decline when interest rates rise, the converse is not necessarily true since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment. When the mortgage-backed securities held by a Fund are prepaid, the Fund must reinvest the proceeds in securities the yield of which reflects prevailing interest rates, which may be lower than the prepaid security. For this and other reasons, a mortgage-backed security's stated maturity may be shortened by unscheduled prepayments of the underlying mortgages and, therefore, it is not possible to predict accurately the security's return to a Fund. In addition, regular payments received in respect to mortgage-backed securities include both interest and principal. No assurance can be given as to the return a Fund will receive when these amounts are reinvested. A Fund may also invest in mortgage-backed securities that are collateralized mortgage obligations structured on pools of mortgage pass-through certificates or mortgage loans. For purposes of determining S-15 the average maturity of a mortgage-backed security in its investment portfolio, a Fund will utilize the expected average life of the security, as estimated in good faith by the Fund's advisers. Unlike most single family residential mortgages, commercial real estate property loans often contain provisions which substantially reduce the likelihood that such securities will be prepaid. The provisions generally impose significant prepayment penalties on loans and, in some cases there may be prohibitions on principal prepayments for several years following origination. GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or guaranteed by a U.S. Government agency representing an interest in a pool of mortgage loans. The primary issuers or guarantors of these mortgage-backed securities in the United States are GNMA, Fannie Mae and the FHLMC. GNMA, Fannie Mae and FHLMC guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. FHLMC generally guarantees only the ultimate collection of principal of the underlying mortgage loan. Fannie Mae and FHLMC obligations are not backed by the full faith and credit of the U.S. Government as GNMA certificates are, but Fannie Mae and FHLMC securities are supported by the instrumentalities' right to borrow from the U.S. Treasury. Government and private guarantees do not extend to the securities' value, which is likely to vary inversely with fluctuations in interest rates. PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities issued by a non-governmental entity, such as a trust. While they are generally structured with one or more types of credit enhancement, private pass-through securities typically lack a guarantee by an entity having the credit status of a governmental agency or instrumentality. COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS"): CMBS are generally multi-class or pass-through securities backed by a mortgage loan or a pool of mortgage loans secured by commercial property, such as industrial and warehouse properties office buildings, retail space and shopping malls, multifamily properties and cooperative apartments. The commercial mortgage loans that underlie CMBS are generally not amortizing or not fully amortizing. That is, at their maturity date, repayment of the remaining principal balance or "balloon" is due and is repaid through the attainment of an additional loan of sale of the property. COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"): CMOs are debt obligations of multiclass pass-through certificates issued by agencies or instrumentalities of the U.S. Government or by private originators or investors in mortgage loans. Principal payments on the underlying mortgage assets may cause CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of any premium paid. Each class of a CMO is issued with a specific fixed or floating coupon rate and has a stated maturity or final distribution date. REMICS: A REMIC is a CMO that qualifies for special tax treatment under the Code and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as "regular" interests, or "residual" interests. Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by Fannie Mae, GNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, FHLMC or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates. Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae. GNMA REMIC Certificates are backed by the full faith and credit of the U.S. Government. PARALLEL PAY SECURITIES; PAC BONDS: Parallel pay CMOs and REMICs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which must be retired by its stated maturity date or final distribution date, but may be retired earlier. Planned S-16 Amortization Class CMOs ("PAC Bonds") generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes. PFANDBRIEFE: A Pfandbriefe is a fixed-term, fixed-rate bond issued by a German mortgage bank or a public-sector bank to finance secured real estate loans or public sector loans. Although Pfandbriefe are collateralized securities, the issuer assumes all of the prepayment risk. NON-DIVERSIFICATION--The International Fixed Income and Emerging Markets Debt Funds are non-diversified investment companies, as defined in the 1940 Act, which means that a relatively high percentage of assets of the Funds may be invested in the obligations of a limited number of issuers. Although the advisers generally do not intend to invest more than 5% of each Fund's assets in any single issuer (with the exception of securities which are issued or guaranteed by a national government), the value of shares of the Funds may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Funds intend to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Code, which requires that the Funds be diversified (I.E., not invest more than 5% of their assets in the securities in any one issuer) as to 50% of their assets. OBLIGATIONS OF SUPRANATIONAL ENTITIES--Supranational entities are entities established through the joint participation of several governments, including the Asian Development Bank, the Inter-American Development Bank, International Bank for Reconstruction and Development (World Bank), African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank. The governmental members, or "stock holders," usually make initial capital contributions to the supranational entity and, in many cases, are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. OPTIONS--A Fund may purchase and write put and call options on indices or securities and enter into related closing transactions. A put option on a security gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities. A Fund may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets), to manage its exposure to exchange rates. Call options on foreign currency written by a Fund will be "covered," which means that the Fund will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Fund, the Fund will establish a segregated account with its custodian consisting of cash or liquid securities in an amount equal to the amount the Fund would be required to pay upon exercise of the put. All options written on indices or securities must be covered. When a Fund writes an option on an index or security, it will establish a segregated account containing cash or liquid securities in an amount at least equal to the market value of the option and will maintain the account while the option is open, or will otherwise cover the transaction. S-17 A Fund may purchase put and call options on securities to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Fund may seek to purchase in the future. A Fund purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Fund, loss of the premium paid may be offset by an increase in the value of the Fund's securities or by a decrease in the cost of acquisition of securities by the Fund. A Fund may write call options as a means of increasing the yield on its portfolio and as a means of providing limited protection against decreases in its market value. A Fund will write only "covered" call options. When a Fund sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as profit the premium received for such option. When a call option of which a Fund is the writer is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Fund is the writer is exercised, the Fund will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Fund may enter into a "closing transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. The ability of a Fund to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. A Fund may purchase and write options on an exchange or over-the-counter. Over-the-counter options ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the position of the Securities and Exchange Commission (the "SEC") that OTC options are generally illiquid. RISK FACTORS: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. PAY-IN-KIND-BONDS--Pay-in-kind bonds are securities which, at the issuer's option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds, but more volatile than cash pay securities. PRIVATIZATIONS--Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful. S-18 RECEIPTS--Receipts are interests in separately traded interest and principal component parts of U.S. Government obligations that are issued by banks or brokerage firms and are created by depositing U.S. Government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. Receipts are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying investments. Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment Receipts" ("TIGRs"), "Liquid Yield Option Notes" ("LYONs") and "Certificates of Accrual on Treasury Securities" ("CATS"). LYONs, TIGRs and CATS are interests in private proprietary accounts while TRs and STRIPS (See "U.S. Treasury Obligations") are interests in accounts sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities; see "Zero Coupon Securities." REPURCHASE AGREEMENTS--Repurchase agreements are agreements under which securities are acquired from a securities dealer or bank subject to resale on an agreed-upon date and at an agreed-upon price which includes principal and interest. A Fund involved bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose of the collateral or if the Fund realizes a loss on the sale of the collateral. A Fund's advisers may enter into repurchase agreements only with financial institutions which they deem to present minimal risk of bankruptcy during the term of the agreement based on guidelines which are periodically reviewed by the Board of Trustees. These guidelines currently permit the Funds to enter into repurchase agreements only with approved primary securities dealers, as recognized by the Federal Reserve Bank of New York, which have minimum net capital of $100 million, or with a member bank of the Federal Reserve System. Repurchase agreements are considered to be loans collateralized by the underlying security. A Fund will have actual or constructive possession of the security or collateral for the repurchase agreement. Repurchase agreements entered into by the Funds will provide that the underlying collateral at all times shall have a value at least equal to 102% of the price stated in the agreement. The underlying collateral will be marked to market daily. Each Fund's advisers will monitor compliance with this requirement. Under all repurchase agreements entered into by a Fund, the Custodian or its agent must take possession of the underlying collateral. However, if the seller defaults, a Fund could realize a loss on the sale of the underlying collateral to the extent that the proceeds of sale are less than the resale price. In addition, even though the Bankruptcy Code provides protection for most repurchase agreements, if the seller should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the security and may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor. Repurchase agreements are considered loans under the 1940 Act. RESTRICTED SECURITIES--Restricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of 1933, as amended (the "1933 Act"), or an exemption from registration. Section 4(2) commercial paper is issued in reliance on an exemption from registration under Section 4(2) of the 1933 Act, and is generally sold to institutional investors who purchase for investment. Any resale of such commercial paper must be in an exempt transaction, usually to an institutional investor through the issuer or investment dealers who make a market on such commercial paper. Additionally, a Fund may purchase restricted securities in excess of the Fund's limitation on investments in illiquid securities if an adviser determines that such restricted securities are liquid. Rule 144A securities are securities re-sold in reliance on an exemption from registration provided by Rule 144A under the 1933 Act. REVERSE REPURCHASE AGREEMENTS--Certain Funds may borrow funds for temporary purposes by entering into reverse repurchase agreements. Pursuant to such agreements, a Fund would sell S-19 portfolio securities to financial institutions such as banks and broker-dealers, and agree to repurchase them at a mutually agreed-upon date and price. A Fund enters into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time the Fund enters into a reverse repurchase agreement, it places in a segregated account cash or liquid securities having a value equal to the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that such equivalent value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Fund under the 1940 Act. SECURITIES LENDING--Each Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Fund's Board of Trustees. These loans, if and when made, may not exceed 33 1/3% of the total asset value of the Fund (including the loan collateral). No Fund will lend portfolio securities to its investment adviser, sub-adviser or their affiliates unless it has applied for and received specific authority to do so from the SEC. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. Government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily, although the borrower will be required to deliver collateral of 102% and 105% of the market value of borrowed securities for domestic and foreign securities, respectively. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Fund. The Fund may pay a part of the interest earned from the investment of collateral, or other fee, to an unaffiliated third party for acting as the Fund's securities lending agent. By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. Government securities or letters of credit are used as collateral. Each Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund's administrator and the custodian); and, (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon the Fund's ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities. SOVEREIGN DEBT--The cost of servicing external debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. The ability to service external debt will also depend on the level of the relevant government's international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt. As a result of the foregoing or other factors, a governmental obligor may default on its obligations. If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor. S-20 Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements. STRUCTURED SECURITIES--The Emerging Markets Debt Fund may invest a portion of its assets in entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations of emerging market issuers. This type of restructuring involves the deposit with, or purchase by, an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of securities ("Structured Securities") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued Structured Securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to Structured Securities is dependent on the extent of the cash flow on the underlying instruments. Because Structured Securities of the type in which the Fund anticipates it will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. The Fund is permitted to invest in a class of Structured Securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated Structured Securities typically have higher yields and present greater risks than unsubordinated Structured Securities. Structured Securities are typically sold in private placement transactions, and there currently is no active trading market for Structured Securities. Certain issuers of such structured securities may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in such securities may be limited by certain investment restrictions contained in the 1940 Act. SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS--Swaps are privately negotiated over-the-counter derivative products in which two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities (referred to as the "underlying") and a predetermined amount (referred to as the "notional amount"). The underlying for a swap may be an interest rate (fixed or floating), a currency exchange rate, a commodity price index, a security, group of securities or a securities index, a combination of any of these, or various other rates, assets or indices. Swap agreements generally do not involve the delivery of the underlying or principal, and a party's obligations generally are equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the swap agreement. A great deal of flexibility is possible in the way swaps may be structured. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a fixed interest rate, and the other party makes payments calculated with reference to a specified floating interest rate, such as LIBOR or the prime rate. In a currency swap, the parties generally enter into an agreement to pay interest streams in one currency based on a specified rate in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. A Fund may engage in simple or more complex swap transactions involving a wide variety of underlyings for various reasons. For example, a Fund may enter into a swap to gain exposure to investments (such as an index of securities in a market) or currencies without actually purchasing those stocks or currencies; to make an investment without owning or taking physical custody of securities or currencies in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable; to hedge an existing position; to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded the desired return; or for various other reasons. S-21 Caps, floors, collars and swaptions are privately-negotiated option-based derivative products. Like a put or call option, the buyer of a cap or floor pays a premium to the writer. In exchange for that premium, the buyer receives the right to a payment equal to the differential if the specified index or rate rises above (in the case of a cap) or falls below (in the case of a floor) a pre-determined strike level. Like swaps, obligations under caps and floors are calculated based upon an agreed notional amount, and, like most swaps (other than currency swaps), the entire notional amount is not exchanged. A collar is a combination product in which one party buys a cap from and sells a floor to the another party. Swaptions give the holder the right to enter into a swap. A Fund may use one or more of these derivative products in addition to or in lieu of a swap involving a similar rate or index. Under current market practice, swaps, caps, collars and floors between the same two parties are generally documented under a "master agreement." In some cases, options and forwards between the parties may also be governed by the same master agreement. In the event of a default, amounts owed under all transactions entered into under, or covered by, the same master agreement would be netted, and only a single payment would be made. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents using standardized swapagreements. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments that are also traded in over-the-counter markets. Swaps and other derivatives involve risks. One significant riskin a swap, cap, floor, collar or swaption is the volatility of the specific interest rate, currency or other underlying that determines the amount of payments due to and from a Fund. This is true whether these derivative products are used to create additional risk exposure for a Fund or to hedge, or manage, existing risk exposure. If under a swap, cap, floor, collar or swaption agreement a Fund is obligated to make a payment to the counterparty, the Fund must be prepared to make the payment when due. A Fund could suffer losses with respect to such an agreement if the Fund is unable to terminate the agreement or reduce its exposure through offsetting transactions. Further, the risks of caps, floors and collars, like put and call options, may be unlimited for the seller if the cap, or floor is not hedged or covered, but is limited for the buyer. Because under swap, cap, floor, collar and swaption agreements a counterparty may be obligated to make payments to a Fund, these derivative products are subject to risks related to the counterparty's creditworthiness. If a counterparty defaults, a Fund's risk of loss will consist of any payments that the Fund is entitled to receive from the counterparty under the agreement (this may not be true for currency swaps that require the delivery of the entire notional amount of one designated currency in exchange for the other). Upon default by a counterparty, however, a Fund may have contractual remedies under the swap agreement. A Fund will enter into swaps only with counterparties that an adviser believes to be creditworthy. In addition, a Fund will earmark or segregate cash or liquid securities in an amount equal to any liability amount owned under a swap, cap, floor, collar or swaption agreement, or will otherwise cover the transaction by entering into an offsetting position or agreement. TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days, are considered to be illiquid. U.S. GOVERNMENT AGENCY SECURITIES--Obligations issued or guaranteed by agencies of the U.S. Government, including, among others, the Federal Farm Credit Bank, the Federal Housing Administration and the Small Business Administration and obligations issued or guaranteed by instrumentalities of the U.S. Government, including, among others, the FHLMA, the Federal Land Banks and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury (E.G., S-22 GNMA securities), and others are supported by the right of the issuer to borrow from the Treasury (E.G., Federal Farm Credit Bank securities), while still others are supported only by the credit of the instrumentality (E.G., Fannie Mae securities). Guarantees of principal by agencies or instrumentalities of the U.S. Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the market obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Fund's shares. U.S. TREASURY OBLIGATIONS--U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury, as well as separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities ("STRIPS"), that are transferable through the Federal book-entry system. U.S. TREASURY RECEIPTS--U.S. Treasury receipts are interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and are created by depositing U.S. Treasury notes and obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates of receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. VARIABLE AND FLOATING RATE INSTRUMENTS--Certain obligations may carry variable or floating rates of interest and may involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly or at some other interval, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. WARRANTS--Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed-income securities of a company at a given price during a specified period. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued securities are securities that involve the purchase of debt obligations on a when-issued basis, in which case delivery and payment normally take place within 45 days after the date of commitment to purchase. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the purchaser enters into the commitment. Purchasing when-issued obligations results in leveraging, and can involve a risk that the yields available in the market when the delivery takes place may actually be higher than those obtained in the transaction itself. In that case there could be an unrealized loss at the time of delivery. When a Fund agrees to purchase when-issued securities, it will earmark or segregate cash or liquid securities in an amount equal to the Fund's commitment to purchase these securities. One form of when-issued or delayed-delivery security that a Fund may purchase is a TBA mortgage-backed security. A TBA mortgage-backed security transaction arises when a mortgage-backed security, such as a GNMA pass-through security, is purchased or sold with specific pools that will constitute that GNMA pass-through security to be announced on a future settlement date. YANKEE OBLIGATIONS--Yankee obligations ("Yankees") are U.S. dollar-denominated instruments of foreign issuers who either register with the SEC or issue under Rule 144A under the Securities Act of 1933 Act. These obligations consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers' acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government. S-23 The Yankee obligations selected for a Fund will adhere to the same quality standards as those utilized for the selection of domestic debt obligations. ZERO COUPON SECURITIES--Zero coupon securities are securities that are sold at a discount to par value and securities on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received "phantom income" annually. Because a Fund will distribute its "phantom income" to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, a Fund will have fewer assets with which to purchase income producing securities. Zero coupon, pay-in-kind and deferred payment securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. STRIPS and Receipts (TRs, TIGRs, LYONS and CATS) are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured interest coupons. Zero coupon securities are sold at a (usually substantial) discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. The amount of this discount is accreted over the life of the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes that are non-zero coupon securities with similar maturity and credit qualities. A Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing cash to satisfy income distribution requirements. A Fund accrues income with respect to the securities prior to the receipt of cash payments. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are securities that remain zero coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. CORPORATE ZERO COUPON SECURITIES--Corporate zero coupon securities are: (i) notes or debentures which do not pay current interest and are issued at substantial discounts from par value, or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which date the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were payable from the date of issuance, and may also make interest payments in kind (E.G., with identical zero coupon securities). Such corporate zero coupon securities, in addition to the risks identified above, are subject to the risk of the issuer's failure to pay interest and repay principal in accordance with the terms of the obligation. DESCRIPTION OF RATINGS The following descriptions are summaries of published ratings. Additional information about ratings is in the Appendix to this Statement of Additional Information. DESCRIPTION OF COMMERCIAL PAPER RATINGS Commercial paper rated A by S&P is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1 and 2, to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1, the highest rating category, reflect a "very strong" degree of safety regarding timely payment. Those rated A-2, the second highest rating category, reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. S-24 The rating F1 (Highest Grade) is the highest commercial rating assigned by Fitch Inc. ("Fitch"). Paper rated F1 is regarded as having the strongest degree of assurance for timely payment. The rating F2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch which reflects an assurance of timely payment only slightly less in degree than the strongest issues. INVESTMENT LIMITATIONS The following investment limitations are fundamental policies of the International Equity, Emerging Markets Equity, Emerging Markets Debt, Tax-Managed International Equity and International Fixed Income Funds and may not be changed without shareholder approval. Each of the International Equity, Emerging Markets Equity, Emerging Markets Debt and Tax-Managed International Equity Funds may not: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This limitation does not apply to the Emerging Markets Debt Fund. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Fund to purchase securities or require a Fund to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. 4. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. 5. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Fund may purchase (i) marketable securities issued by companies which own or invest in real estate (including REITs), commodities, or commodities contracts, and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. 6. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a fund security. 7. Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC. 8. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. This limitation does not apply to the Tax-Managed International Equity Fund. The International Fixed Income Fund may not: 1. Purchase any securities which would cause more than 25% of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the U.S. Government or its agencies and instrumentalities. S-25 2. Borrow money except for temporary or emergency purposes and then only in an amount not exceeding 10% of the value of the total assets of the Fund. This borrowing provision is included solely to facilitate the orderly sale of fund securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before making additional investments for the Fund and any interest paid on such borrowings will reduce the income of the Fund. 3. Pledge, mortgage or hypothecate assets except to secure temporary borrowings as described in the Prospectuses in aggregate amounts not to exceed 10% of the net assets of such Fund taken at current value at the time of the incurrence of such loan. 4. Make loans, except that the Fund may (i) purchase or hold debt securities in accordance with its investment objectives and policies; (ii) engage in securities lending as described in this Prospectus and in the Statement of Additional Information; and (iii) enter into repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities which are not readily marketable or are restricted, are not to exceed, in the aggregate, 10% of the total assets of the Fund. 5. Invest in companies for the purpose of exercising control. 6. Acquire more than 10% of the voting securities of any one issuer. 7. Purchase or sell real estate, real estate limited partnership interests, commodities or commodities contracts. However, subject to its permitted investments, the Fund may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts. 8. Make short sales of securities, maintain a short position or purchase securities on margin, except as described in the Prospectus and except that the Trust may obtain short-term credits as necessary for the clearance of security transactions. 9. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 10. Purchase securities of other investment companies except as permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. Under these rules and regulations, the Fund is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Fund owns more then 3% of the total voting stock of the company; securities issued by any one investment company represent more than 5% of the total Fund assets; or securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Fund. A Fund's purchase of such investment company securities results in the bearing of expenses such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees. 11. Issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowing as described in the Prospectuses and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC. 12. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 13. Purchase securities of any company which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. S-26 14. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. 15. Purchase restricted securities (securities which must be registered under the 1933 Act, before they may be offered or sold to the public) or other illiquid securities except as described in the Prospectuses and this Statement of Additional Information. For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund, and for purposes of the International Fixed Income and Tax-Managed International Equity Funds, these limitations form part of the fundamental limitation: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (iii) supranational agencies will be deemed to be issuers conducting their principal business activities in the same industry; and (iv) governmental issuers within a particular country will be deemed to be conducting their principal business in the same industry. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies and may be changed without shareholder approval. Each of the International Equity, Emerging Markets Equity, Emerging Market Debt and Tax-Managed International Equity Funds may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Fund's fundamental limitation on borrowing. 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Fund may (i) obtain short-term credits as necessary for the clearance of security transactions, (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts, and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements of Section 18 of the 1940 Act. 4. Purchase or hold illiquid securities, I.E., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% of its net assets would be invested in illiquid securities. 5. Invest its assets in securities of any investment company, except as permitted by the 1940 Act. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. THE ADMINISTRATOR SEI Investments Fund Management (the "Administrator"), a Delaware business trust, has its principal business offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the owner of all beneficial interest in the Administrator. SEI Investments and its subsidiaries and affiliates, including the Administrator, are leading providers of funds evaluation services, trust accounting systems, and brokerage and S-27 information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as administrator or sub-administrator to the following other mutual funds including, but without limitation: The Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds Inc., The Arbor Fund, Armada Funds, The Armada Advantage Fund, Bishop Street Funds, Causeway Capital Management Trust, CNI Charter Funds, Excelsior Funds, Inc., Excelsior Funds Trust, Excelsior Tax-Exempt Funds, Inc., Expedition Funds, First Focus Funds, Inc., HighMark Funds, JohnsonFamily Funds, Inc., The MDL Funds, The Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., Pitcairn Funds, Schroder Series Trust, Schroder Capital Funds, Schroder Fund Advisors, Inc., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, Turner Funds and UAM Funds Trust. The Trust and the Administrator have entered into an administration and transfer agency agreement (the "Administration Agreement"). Under the Administration Agreement, the Administrator provides the Trust with administrative and transfer agency services, including regulatory reporting and all necessary office space, equipment, personnel and facilities. The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The Administration Agreement shall remain effective for the initial term of the Agreement and each renewal term thereof unless earlier terminated: (a) by a vote of a majority of the Trustees of the Trust on not less than 60 days written notice to the Administrator; or (b) by the Administrator on not less than 90 days written notice to the Trust. If operating expenses of any Fund exceed applicable limitations, the Administrator will pay such excess. The Administrator will not be required to bear expenses of any Fund to an extent which would result in the Fund's inability to qualify as a regulated investment company under provisions of the Code. The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses. For each Fund, the following table shows (i) the dollar amount of fees paid to the Administrator by the Funds; and (ii) the dollar amount of the Administrator's voluntary fee waived for the fiscal years ended September 30, 2000, 2001, and 2002:
ADMINISTRATION FEES PAID ADMINISTRATION FEES (REIMBURSED) (000) WAIVED (000) ------------------------- ---------------------- FUND 2000 2001 2002 2000 2001 2002 - ---- ------- ------- ------- ------ ------ ------ International Equity Fund................. $11,669 $12,594 $ X $ 0 $ 0 $ X Emerging Markets Equity Fund.............. $ 7,937 $ 8,219 $ X $ 59 $ 0 $ X International Fixed Income Fund........... $ 5,773 $ 7,026 $ X $ 13 $ 0 $ X Emerging Markets Debt Fund................ $ 2,568 $ 3,240 $ X $ 0 $ 0 $ X Tax-Managed International Equity Fund..... * * * * * *
- ------------------------ * Not in operation during such period. THE ADVISER AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION SEI Investments Management Corporation ("SIMC" or the "Adviser") serves as the investment adviser for the Funds. SIMC is a wholly-owned subsidiary of SEI Investments, a financial services S-28 company. The principal business address of SIMC and SEI Investments is Oaks, Pennsylvania 19456. SEI Investments was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SIMC have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SIMC and its affiliates currently serve as adviser or administrator to more than [9] investment companies, including more than [70] funds, which investment companies had more than $XX.X billion in assets under management as of December 31, 2002. SIMC operates as a "manager of managers." SIMC and the Trust have obtained an exemptive order from the SEC that permits SIMC, with the approval of the Trust's Board of Trustees, to retain sub-advisers unaffiliated with SIMC for the Funds without submitting the sub-advisory agreements to a vote of the Funds' shareholders. Among other things, the exemptive relief permits the disclosure of only the aggregate amount payable by SIMC under all such sub-advisory agreements for each Fund. The Funds will notify shareholders in the event of any addition or change in the identity of its sub-advisers. The Trust and SIMC have entered into an investment advisory agreement (the "Advisory Agreement"). Pursuant to the Advisory Agreement, SIMC oversees the investment advisory services provided to the Funds and may manage the cash portion of the Funds' assets. Pursuant to separate sub-advisory agreements (the "Sub-Advisory Agreements" and together with the Advisory Agreement, the "Investment Advisory Agreements") with SIMC, and under the supervision of SIMC and the Board of Trustees, the sub-advisers are responsible for the day-to-day investment management of all or a discrete portion of the assets of the Funds. Sub-Advisers also are responsible for managing their employees who provide services to these Funds. The Sub-Advisers are selected based primarily upon the research and recommendations of SIMC, which evaluates quantitatively and qualitatively each Sub-Adviser's skills and investment results in managing assets for specific asset classes, investment styles and strategies. Subject to Board review, SIMC allocates and, when appropriate, reallocates the Funds' assets among Sub-Advisers, monitors and evaluates Sub-Adviser performance, and oversees Sub-Adviser compliance with the Funds' investment objectives, policies and restrictions. SIMC HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE FUNDS DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. For these advisory services, SIMC receives a fee, which is calculated daily and paid monthly, at an annual rate of 0.51% of the International Equity Fund's average daily net assets, 0.51% of the Tax-Managed International Equity Fund's average daily net assets, 1.05% of the Emerging Markets Equity Fund's average daily net assets, 0.85% of the Emerging Markets Debt Fund's average daily net assets and 0.15% of the International Fixed Income Fund's average daily net assets. SIMC pays sub-advisers out of its investment advisory fees. THE SUB-ADVISERS ALLIANCE CAPITAL MANAGEMENT L.P. Alliance Capital Management L.P. ("Alliance Capital") serves as a Sub-Adviser to the portion of the assets of the Emerging Markets Equity Fund allocated to Alliance. Alliance Capital is a Delaware limited partnership of which Alliance Capital Management Corporation ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial") is a general partner. As of September 30, 2002, Alliance Capital Management Holding L.P. ("Alliance Holding") owned approximately 30.5% of the outstanding units of limited partnership interest in Alliance Capital ("Alliance Units"). Equity interests of Alliance Holding are traded on the NYSE in the form of units ("Alliance Holding Units"). As of September 30, 2002, AXA Financial was the beneficial owner of approximately 2.0% of the outstanding Alliance Holding Units and approximately 51.4% of the outstanding Alliance Capital Units, which, including the general partnership interests in Alliance Capital and Alliance Holding, represents an economic interest of approximately 52.5% in Alliance Capital. S-29 BLACKROCK INTERNATIONAL LTD. BlackRock International Ltd. ("BlackRock Ltd.") serves as a Sub-Adviser to the portion of the assets of the International Equity Fund allocated to BlackRock Ltd. BlackRock Ltd. is a wholly-owned subsidiary of BlackRock, Inc. and an indirect, majority-owned subsidiary of PNC Financial Services Group, Inc. THE BOSTON COMPANY ASSET MANAGEMENT The Boston Company Asset Management ("The Boston Company") serves as a Sub-Adviser to the portion of the assets of the Emerging Markets Equity Fund allocated to The Boston Company. The Boston Company is a wholly-owned subsidiary of Mellon Financial Corporation. CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("CGTC") serves as a Sub-Adviser to the portion of the assets of the International Equity Fund allocated to CGTC. CGTC is a wholly-owned subsidiary of The Capital Group and was founded in 1968. FISCHER FRANCIS TREES & WATTS, INC. AND ITS AFFILIATES Fischer Francis Trees & Watts, Inc. ("Fischer Francis"), a New York corporation and three of its affiliates, Fischer Francis Trees & Watts, a corporate partnership organized under the laws of the United Kingdom, Fischer Francis Trees & Watts (Singapore) Pte Ltd, a Singapore corporation, and Fischer Francis Trees & Watts Kabushiki Kaisha, a Japanese corporation (collectively referred to as "FFTW") serve as Sub-Adviser to the International Fixed Income Fund. Fischer Francis is wholly-owned by Charter Atlantic Corporation, which in turn is owned by 19 employees and one institutional shareholder, BNP Paribas. Fischer Francis owns approximately 99% of Fischer Francis Trees & Watts. Fischer Francis Trees & Watts (Singapore) Pte Ltd and Fischer Francis Trees & Watts Kabushiki Kaisha are each wholly-owned by Fischer Francis. JF INTERNATIONAL MANAGEMENT INC. JF International Management Inc. ("JFIMI") serves as a Sub-Adviser to the portion of the assets of the International Equity Fund allocated to JFIMI. JFIMI is a subsidiary of J.P. Morgan Chase & Co. LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED Lloyd George Investment Management (Bermuda) Limited ("LGIM") serves as a Sub-Adviser to the portion of the assets of the Emerging Markets Equity Fund allocated to LGIM. LGIM is a wholly-owned subsidiary of Lloyd George Management (BVI) Ltd. and was founded in 1991. Robert Lloyd George is a principal owner of the firm and 67% is owned by current active employees. MARTIN CURRIE INC. Martin Currie Inc. ("Martin Currie") serves as a Sub-Adviser to the portion of the assets of the International Equity Fund. Martin Currie is a wholly-owned subsidiary of Martin Currie Ltd. MORGAN STANLEY INVESTMENT MANAGEMENT INC. Morgan Stanley Investment Management Inc. ("MSIM Inc.") serves as a Sub-Adviser to the portion of the assets of the Emerging Markets Equity and International Equity Fund allocated to MSIM Inc. MSIM Inc. is a wholly-owned subsidiary of Morgan Stanley. S-30 OECHSLE INTERNATIONAL ADVISORS Oechsle International Advisors ("Oechsle") serves as a Sub-Adviser for a portion of the assets of the International Equity Fund. Oechsle is controlled by Oechsle Group, LLC ("OIA Group"), which owns approximately 45% of Oechsle. The Executive Committee of OIA Group, whose members are L. Sean Roche, Steven P. Langer, S. Dee Keesler and Warren R. Walker, also exercises control of Oechsle. Each member of OIA Group owns less than 25% of the firm. SALOMON BROTHERS ASSET MANAGEMENT INC Salomon Brothers Asset Management Inc ("SBAM") serves as a Sub-Adviser for a portion of the assets of the Emerging Markets Debt Fund. SBAM is a wholly-owned subsidiary of Salomon Brothers Holding Company Inc, which is a wholly-owned subsidiary of Salomon Smith Barney Holdings Inc. which is wholly-owned by Citigroup Inc. For each Fund, the following table shows (i) the dollar amount of fees paid to SIMC by the Funds; and (ii) the dollar amount of SIMC's voluntary fee waivers for the fiscal years ended September 30, 2000, 2001, and 2002:
FEES PAID (000) FEE WAIVERS (000) ---------------------------- ---------------------------- FUND 09/30/00 09/30/01 09/30/02 09/30/00 09/30/01 09/30/02 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund......................... $12,821 $13,764 $X,XXX $ 274 $ 369 $X,XXX Emerging Markets Equity Fund...................... $10,954 $11,007 $X,XXX $1,963 $2,270 $X,XXX International Fixed Income Fund................... $ 1,659 $ 1,756 $X,XXX $ 106 $ 0 $X,XXX Emerging Markets Debt Fund........................ $ 2,094 $ 2,927 $X,XXX $1,265 $1,310 $X,XXX
For each Fund, the following table shows (i) the dollar amount of fees paid to the Sub-Advisers by SIMC; and (ii) the dollar amount of the Sub-Advisers' voluntary fee waivers for the fiscal years ended September 30, 2000, 2001, and 2002:
SUB-ADVISORY FEES SUB-ADVISORY FEES PAID (000) WAIVED (000) --------------------------- ---------------------------- FUND 09/30/00 09/30/01 9/30/02 09/30/00 09/30/01 09/30/02 - ---- -------- -------- ------- -------- -------- -------- International Equity Fund......................... $7,637 $7,932 $X,XXX $ 0 $ 0 $X,XXX Emerging Markets Equity Fund...................... $9,226 $7,669 $X,XXX $ 0 $ 0 $X,XXX Emerging Markets Debt Fund........................ $2,766 $1,850 $X,XXX $ 0 $ 0 $X,XXX
DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary of SEI Investments, serves as each Fund's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The Trust has also adopted shareholder servicing plans for their Class A and Class I shares (each a "Service Plan" and collectively the "Service Plans"). Under the Service Plan for Class A shares, the Distributor may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; assisting clients in changing dividend options, account designations and addresses; sub-accounting; providing information on share positions to clients; forwarding shareholder communications to clients; processing purchase, exchange and redemption orders; and processing dividend payments. Under the Service Plan for Class I shares, the Distributor may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; and assisting clients in changing dividend options, account designations and addresses. Under each Service Plan, the Distributor may retain as a profit any difference between the fee it receives and the amount it pays to third parties. S-31 The Trust has adopted an administrative servicing plan ("Administrative Service Plan") for the Class I shares of the International Equity Fund. Under the Administrative Service Plan, the Distributor may perform, or may compensate other service providers for performing, the following administrative services: providing subaccounting with respect to shares beneficially owned by clients; providing information periodically to clients showing their positions in shares; forwarding shareholder communications from a Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; processing purchase, exchange and redemption requests from clients and placing such orders with a Fund or its service providers; processing dividend payments from a Fund on behalf of its clients; and providing such other similar services as a Fund may, through the Distributor, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. TRUSTEES AND OFFICERS OF THE TRUST BOARD RESPONSIBILITIES. The management and affairs of the Trust and each of the Funds are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. Each Trustee is responsible for overseeing each of the Funds and each fund of SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust (the "Fund Complex"), which currently consists of 66 funds and includes funds not described in this SAI. The Trustees have approved contracts, as described above, under which certain companies provide essential management services to the Trust. MEMBERS OF THE BOARD. Set forth below are the names, dates of birth, position with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Trustees of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, Oaks, Pennsylvania 19456. INTERESTED TRUSTEES. ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of Trustees* (since 1988) -- Currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. Executive Vice President of SEI Investments, 1986-1994. Director and Executive Vice President of the Adviser, the Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Bishop Street Funds, Expedition Funds, The MDL Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. WILLIAM M. DORAN (DOB 05/26/40)--Trustee* (since 1988)--1701 Market Street, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, SEI Investments, the Adviser, the Administrator and the Distributor. Director of SEI Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Expedition Funds, The MDL Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. - ------------------------ * Messrs. Nesher and Doran are Trustees who may be deemed to be "interested" persons of the Funds as that term is defined in the 1940 Act by virtue of their relationship with the Trust's Adviser and Distributor. S-32 INDEPENDENT TRUSTEES. F. WENDELL GOOCH (DOB 12/03/32)--Trustee (since 1988)--President, Orange County Publishing Co., Inc.; Publisher, Paoli News and Paoli Republican; and Editor, Paoli Republican, October 1981-January 1997. President, H&W Distribution, Inc., since July 1984. Executive Vice President, Trust Department, Harris Trust and Savings Bank and Chairman of the Board of Directors of The Harris Trust Company of Arizona before January 1981. Trustee of SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds and STI Classic Variable Trust. JAMES M. STOREY (DOB 04/12/31)--Trustee (since 1995)--Partner, Dechert Price & Rhoads, September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Expedition Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee (since 1996)--Self Employed Consultant, Newfound Consultants Inc. since April 1997. Hedge Fund Manager, Teton Partners, L.P., June 1991-December 1996; Hedge Fund Manager, Noble Partners, L.P., March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust, since 1995; Trustee, The Fulcrum Trust (Allmerica Insurance). Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Expedition Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. ROSEMARIE B. GRECO (DOB 03/31/46)--Trustee (since 1999)-- Consultant, Grecoventures Ltd. Consulting since May 1999. Interim President & Chief Executive Officer, Private Industry Council of Philadelphia , April 1998-August 1998; Co-Chairman, Welfare to Work Program. President, Corestates Financial Corp., 1996-1997; Chief Executive Officer and President, Corestates Bank, N.A., 1994-1997; Director, Sunoco, Inc.; Director, Exelon Corporation; Director, Radian Inc.; Trustee, Pennsylvania Real Estate Investment Trust. Trustee of SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. BOARD STANDING COMMITTEES. The Board has established the following standing committees: - AUDIT COMMITTEE. The Board has a standing Audit Committee that is composed of each of the independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: recommending which firm to engage as the Trust's independent auditor and whether to terminate this relationship; reviewing the independent auditors' compensation, the proposed scope and terms of its engagement, and the firm's independence; serving as a channel of communication between the independent auditor and the Trustees; reviewing the results of each external audit, including any qualifications in the independent auditors' opinion, any related management letter, management's responses to recommendations made by the independent auditors in connection with the audit, reports submitted to the Committee by the internal auditing department of the Trust's Administrator that are material to the Trust as a whole, if any, and management's responses to any such reports; reviewing the Trust's audited financial statements and considering any significant disputes between the Trust's management and the independent auditor that arose in connection with the preparation of those financial statements; considering, in consultation with the independent auditors and the Trust's senior internal accounting executive, if any, the independent auditors' report on the adequacy of the Trust's internal financial controls; reviewing, in consultation with the Trust's independent auditors, major changes regarding auditing and accounting principles and practices to S-33 be followed when preparing the Trust's financial statements; and other audit related matters. Messrs. Gooch, Storey and Sullivan and Ms. Greco currently serve as members of the Audit Committee. The Audit Committee meets periodically, as necessary, and met four times in the most recently completed Trust fiscal year. - FAIR VALUE PRICING COMMITTEE. The Board has a standing Fair Value Pricing Committee that is composed of at least one Trustee and various representatives of the Trust's service providers, as appointed by the Board. The Fair Value Pricing Committee operates under procedures approved by the Board. The principal responsibilities of the Fair Value Pricing Committee are to determine the fair value of securities for which current market quotations are not readily available or deemed not eligible. The Fair Value Pricing Committee's determinations are reviewed by the Board. Messrs. Nesher and Sullivan currently serves as the Board's delegates on the Fair Value Pricing Committee. The Fair Value Pricing Committee meets as necessary, and met [9] times in the most recently completed Trust fiscal year. - NOMINATING COMMITTEE. The Board has a standing Nominating Committee that is composed of each of the independent Trustees of the Trust. The principal responsibility of the Nominating Committee are to consider, recommend and nominate candidates to fill vacancies on the Trust's Board, if any. The Nominating Committee does not have specific procedures in place to consider nominees recommended by shareholders, but would consider such nominees if submitted in accordance with Rule 14a-8 of the Securities Exchange Act of 1934 (the "1934 Act") in conjunction with a shareholder meeting to consider the election of Trustees. Messrs. Gooch, Storey and Sullivan and Ms. Greco currently serve as members of the Nominating Committee. The Nominating Committee meets periodically, as necessary, and did not meet in during the most recently completed Trust fiscal year. BOARD OF TRUSTEES CONSIDERATIONS IN APPROVING THE ADVISORY AND SUB-ADVISORY AGREEMENTS. As discussed in the section of this SAI entitled "The Adviser and the Sub-Advisers," the Board's continuance of each Investment Advisory Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of the Funds; and (ii) by the vote of a majority of the Trustees who are not parties to each Investment Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. Each year, the Board of Trustees calls and holds a meeting to decide whether to renew each Investment Advisory Agreement for the upcoming year. In preparation for the meeting, the Board requests and reviews a wide variety of information from the Adviser and Sub-Advisers. The Trustees use this information, as well as other information that the Adviser, the Sub-Advisers and other Fund service providers may submit to the Board, as well as other information they obtain independently, to help them decide whether to renew each Investment Advisory Agreement for another year. In addition, at various times during the year, the Trustees review and discuss issues, related to the Investment Advisory Agreements. Before meeting for the renewal of the Investment Advisory Agreements, the Board requested and received written materials from the Adviser and each Sub-Adviser about: (a) the quality of the Adviser's and Sub-Advisers' investment management and other services; (b) the Adviser's and Sub-Advisers' investment management personnel; (c) the Adviser's and Sub-Advisers' operations and financial condition; (d) the Adviser's and Sub-Advisers' brokerage practices (including any soft dollar arrangements) and investment strategies; (e) the level of the advisory fees that the Adviser and each Sub-Adviser charges a Fund compared with the fees each charges to comparable mutual funds or accounts (if any); (f) a Fund's overall fees and operating expenses compared with similar mutual funds; (g) the level of the Adviser's and Sub-Advisers' profitability from its Fund-related operations; (h) the Adviser's and Sub-Advisers' compliance systems; (i) the Adviser's and Sub-Advisers' policies on and compliance procedures for personal securities transactions; (j) the Adviser's and Sub-Advisers' reputation, expertise and resources in domestic financial markets; and (k) each Fund's performance compared with similar mutual funds. S-34 At the meeting, representatives from the Adviser and Sub-Advisers presented additional oral and written information to the Board to help the Board evaluate the Adviser's and Sub-Advisers' fee and other aspects of the agreements. Other Fund service providers also provided the Board with additional information at the meeting. The Trustees discussed the written materials that the Board received before the meeting and the Adviser's and Sub-Advisers' oral presentation and any other information that the Board received at the meeting, and deliberated on the renewal of each Investment Advisory Agreement in light of this information. In its deliberations, the Board did not identify any single piece of information that was all-important, controlling or determinative of its decision. Based on the Board's deliberation and its evaluation of the information described above, the Board, including all of the independent Trustees, unanimously agreed to approve the continuation of each Investment Advisory Agreement for another year in consideration that: (i) the terms of the each Advisory Agreement are fair and reasonable; and (ii) the Adviser's and Sub-Advisers' fees are reasonable in light of the services that the Adviser and the Sub-Advisers provide to the Funds. FUND SHARES OWNED BY BOARD MEMBERS. The following table shows the dollar amount range of each Trustee's "beneficial ownership" of shares of each of the Funds as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust.
AGGREGAGE DOLLAR RANGE OF NAME DOLLAR RANGE OF FUND SHARES (FUND)* SHARES (FUND COMPLEX)* - ---- ----------------------------------- ------------------------- Mr. Nesher $XX,XXX $XX,XXX Mr. Doran $XX,XXX $XX,XXX Mr. Gooch $XX,XXX $XX,XXX Mr. Storey $XX,XXX $XX,XXX Mr. Sullivan $XX,XXX $XX,XXX Ms. Greco $XX,XXX $XX,XXX
- ------------------------ * Valuation date is December 31, 2002. BOARD COMPENSATION. The Trust paid the following fees to the Trustees during its most recently completed fiscal year.
PENSION OR ESTIMATED RETIREMENT BENEFITS ANNUAL BENEFITS TOTAL COMPENSATION AGGREGATE ACCRUED AS PART OF UPON FROM THE TRUST AND NAME COMPENSATION FUND EXPENSES RETIREMENT FUND COMPLEX* - ---- ------------ ------------------- --------------- ------------------ Mr. Nesher $ 0 N/A N/A $ 0 Mr. Doran $ 0 N/A N/A $ 0 Mr. Gooch $XX,XXX N/A N/A $XXX,XXX Mr. Storey $XX,XXX N/A N/A $XXX,XXX Mr. Sullivan $XX,XXX N/A N/A $XXX,XXX Ms. Greco $XX,XXX N/A N/A $XXX,XXX
Mr. Edward W. Binshadler is a Trustee Emeritus of the Trust. Mr. Binshadler serves as a consultant to the Audit Committee and receives as compensation, $5,000 per Audit Committee meeting attended. TRUST OFFICERS. Set forth below are the names, dates of birth, position with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Executive Officers of the Trust. Unless otherwise noted, the business address of each Officer is SEI Investments Company, Oaks, Pennsylvania 19456. None of the Officers receive compensation from the Trust for their services. S-35 Certain officers of the Trust also serve as officers of some or all of the following: The Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds Inc., The Arbor Fund, Armada Funds, The Armada Advantage Fund, Bishop Street Funds, Causeway Capital Management Trust, CNI Charter Funds, Expedition Funds, First Focus Funds, Inc., HighMark Funds, iShares, Inc., iShares Trust, JohnsonFamily Funds, Inc., The MDL Funds, The Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., Pitcairn Funds, Schroder Series Trust, Schroder Capital Funds, Schroder Fund Advisors, Inc., SEI Index Funds, SEI Daily Income Trust, SEI Insurance Products Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II, each of which is an open-end management investment company managed by SEI Investments Global Funds Services or its affiliates and, except for PBHG Advisor Funds, Inc., distributed by the Distributor. EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive Officer (since 1988)--Executive Vice President and President--Asset Management Division of SEI Investments since 1993. Executive Vice President of the Adviser and the Administrator since 1994. Senior Vice President of the Distributor, 1986-1991; Vice President of the Distributor, 1981-1986. TIMOTHY D. BARTO (DOB 03/28/68)--Vice President and Secretary (since 2002)--Vice President and Assistant Secretary of the Trust, 1999-2002. Employed by SEI Investments since October 1999. Vice President and Assistant Secretary of the Adviser, the Administrator and the Distributor since December 1999. Associate, Dechert Price & Rhoads (law firm), 1997-1999. Associate, Richter, Miller & Finn (law firm), 1993-1997. TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant Secretary (since 1995)--Senior Vice President and General Counsel of SEI Investments; Senior Vice President, General Counsel and Secretary of the Adviser, the Administrator and the Distributor since 2000. Vice President and Assistant Secretary of SEI Investments, the Adviser, the Administrator and the Distributor, 1995-2000. Associate, Dewey Ballantine (law firm), 1994-1995. JAMES R. FOGGO (DOB 06/30/64)--Controller and Chief Financial Officer (since 2000)--Vice President and Assistant Secretary of the Trust, 1998-2000. Vice President and Assistant Secretary of SEI Investments since January 1998. Vice Presidentand Secretary of the Adviser, the Administrator and the Distributor since May 1999. Associate, Paul, Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm), 1993-1995. LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant Secretary (since 1998)--Vice President and Assistant Secretary of SEI Investments, the Adviser, the Administrator and the Distributor since 1998. Assistant General Counsel and Director of Arbitration, Philadelphia Stock Exchange, 1989-1998. CHRISTINE M. MCCULLOUGH (DOB 12/02/60)--Vice President and Assistant Secretary (since 1999)--Employed by SEI Investments since November 1, 1999. Vice President and Assistant Secretary of the Adviser, the Administrator and the Distributor since December 1999. Associate, White and Williams LLP (law firm), 1991-1999. Associate, Montgomery, McCracken, Walker & Rhoads (law firm), 1990-1991. SHERRY KAJDAN VETTERLEIN (DOB 06/22/62)--Vice President and Assistant Secretary (since 2002)--Vice President and Secretary of the Trust, 2001-2002. Vice President and Assistant Secretary of the Adviser, the Administrator and the Distributor since January 2001. Shareholder/Partner, Buchanan Ingersoll Professional Corporation, 1992-2000. ROBERT S. LUDWIG (DOB 3/12/50)--Vice President and Assistant Secretary (since 1988)--Employed by SEI Investments since 1985. Senior Vice President and Chief Investment Officer of SEI Asset Management Group since 1995. Manager of Product Development for SEI's institutional mutual S-36 funds and repurchase trading desk from 1985-1995. Held various product management and development positions at Chase Econometrics and Interactive Data Corporation from 1974-1985. WILLIAM E. ZITELLI, JR. (DOB 6/14/68)--Vice President and Assistant Secretary (since 2001)--Vice President and Assistant Secretary of the Adviser, the Administrator and the Distributor since August 2000. Vice President, Merrill Lynch & Co. Asset Management Group, 1998-2000. Associate, Pepper Hamilton LLP (law firm), 1997-1998. Associate, Reboul, MacMurray, Hewitt, Maynard & Kristol (law firm), 1994-1997. JOHN C. MUNCH (DOB 05/07/71)--Vice President and Assistant Secretary (since 2002)--Vice President and Assistant Secretary of the Adviser, the Administrator and the Distributor since November 2001. Associate, Howard, Rice, Nemorvoski, Canady, Falk & Rabkin (law firm), 1998-2001. Associate, Seward & Kissel LLP (law firm), 1996-1998. S-37 PERFORMANCE From time to time, each of the Funds may include the Fund's yield, effective yield, total return (on a before taxes basis, after taxes on distributions or after taxes on distributions and redemption) or any other type of performance information permitted by applicable regulatory requirements in advertisements or reports to shareholders or prospective shareholders. The yield of the Funds refers to the annualized income generated by an investment in that Fund over a specified 30-day period. Quotations of average annual total return for a Fund will be expressed in terms of the average annual compounded rate of return on a hypothetical investment in the Fund over a period of at least one, five, and ten years (up to the life of the Fund) (the ending date of the period will be stated). Total return of a Fund is calculated from two factors: the amount of dividends earned by each Fund share and by the increase or decrease in value of the Fund's share price. Performance figures are based on historical results and are not intended to indicate future performance. See "Computation of Yield" and "Calculation of Total Return" for more information on methodology of calculations. Performance information for each of the Funds contained in reports to shareholders or prospective shareholders, advertisements, and other promotional literature may be compared to the record of various unmanaged indices. Such unmanaged indices may assume the reinvestment of dividends, but generally do not reflect deductions for operating costs and expenses. In addition, a Fund's total return may be compared to the performance of broad groups of comparable mutual funds with similar investment goals, as such performance is tracked and published by such independent organizations as Lipper Analytical Services, Inc. ("Lipper"), among others. When Lipper's tracking results are used, the Fund will be compared to Lipper's appropriate fund category, that is, by fund objective and portfolio holdings. In addition, rankings, ratings, and comparisons of investment performance and/or assessments of the quality of shareholder service appear in numerous financial publications such as MONEY, FORBES, KIPLINGER'S MAGAZINE, PERSONAL INVESTOR, MORNINGSTAR, INC., and similar sources. COMPUTATION OF YIELD The yield is calculated by assuming that the income generated by the investment during that 30-day period is generated in each period over one year and is shown as a percentage of the investment. Yield will be calculated according to the following formula: Yield = 2[((a-b)/cd + 1) TO THE POWER OF (6) - 1], where a = dividends and interest earned during the period; b = expenses accrued for the period (net of reimbursement); c = the average daily number of shares outstanding during the period that were entitled to receive dividends; and d = the maximum offering price per share on the last day of the period. The 30-day yield for the International Fixed Income and Emerging Markets Debt Funds for the 30 day period ended September 30, 2002 were as follows:
FUND 30-DAY YIELD - ---- ------------ International Fixed Income Fund -- Class A.................. XX.XX% Emerging Markets Debt Fund -- Class A....................... XX.XX%
CALCULATION OF TOTAL RETURN TOTAL RETURN QUOTATION (BEFORE TAXES). The total return of a Fund refers to the average annual compounded rate of return of a hypothetical investment for designated time periods (including but not limited to, the period from which that Fund commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, total return will be calculated according to the following formula: P (1 + T) TO THE POWER OF (n) = ERV, where P = a hypothetical initial investment of $1,000; T = average annual total return; n = number of years; and ERV = ending S-38 redeemable value, as of the end of the designated time period, of a hypothetical $1,000 investment made at the beginning of the designated time period. TOTAL RETURN QUOTATION (AFTER-TAXES ON DISTRIBUTIONS). The total return (after-taxes on distributions) of a Fund refers to the average annual compounded rate of return, taking into account the tax impact of Fund dividends and distributions made to shareholders, of a hypothetical investment for designated time periods (including but not limited to, the period from which that Fund commenced operations through the specified date), assuming no liquidation of the investment at the end of each period. In particular, average annual total return (after-taxes on distributions) is determined by finding the average annual compounded rate of return over the one-, five-, and ten-year periods (or for periods of the Fund's operations) that would equate the initial amount invested to the after-tax value, according to the following formulas: P (1 + T) TO THE POWER OF (n) = ATV SUB (D), where P = a hypothetical initial investment of $1,000; T = average annual total return (after-taxes on distributions); n = number of years; and ATV SUB (D) = value at the end of the one-, five-, or ten-year periods of a hypothetical $1,000 investment made at the beginning of the time period, after taxes on Fund distributions, and assuming no liquidation of the investment at the end of the measurement periods. The calculation assumes that all distributions by the Funds are reinvested, less the taxes due on such distributions, at the price on the reinvestment dates during the period (adjustments may be made for subsequent recharacterizations of distributions). The calculation further assumes that no taxes are due on the portions of any distributions classified as exempt interest or non-taxable (I.E., return of capital). Taxes due on distributions by the Funds are calculated by applying the highest federal marginal tax rates to each component of the distributions on the reinvestment date (E.G., ordinary income, short-term capital gain, long-term capital gain, etc.). Applicable tax rates may vary over the measurement period. Potential tax liabilities other than federal tax liabilities (E.G., state and local taxes) are not factored into the calculation. TOTAL RETURN QUOTATION (AFTER-TAXES ON DISTRIBUTIONS AND REDEMPTION). The total return (after-taxes on distributions and redemption) of a Fund refers to the average annual compounded rate of return, taking into account the tax impact of Fund dividends and distributions made to shareholders, of a hypothetical investment for designated time periods (including but not limited to, the period from which that Fund commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, average annual total return (after-taxes on distributions) is determined by finding the average annual compounded rate of return over the one-, five-, and ten-year periods (or for periods of the Fund's operations) that would equate the initial amount invested to the after-tax value, according to the following formulas: P (1 + T) TO THE POWER OF (n) = ATV SUB (DR), where P = a hypothetical initial investment of $1,000; T = average annual total return (after-taxes on distributions and redemption); n = number of years; and ATV SUB (DR) = value at the end of the one-, five-, or ten-year periods of a hypothetical $1,000 investment made at the beginning of the time period, after taxes on Fund distributions, assuming that the entire investment is redeemed at the end of each measurement period. The calculation assumes that all distributions by the Funds are reinvested, less the taxes due on such distributions, at the price on the reinvestment dates during the period (adjustments may be made for subsequent recharacterizations of distributions). The calculation further assumes that no taxes are due on the portions of any distributions classified as exempt interest or non-taxable (I.E., return of capital). Taxes due on distributions by the Funds are calculated by applying the highest federal marginal tax rates to each component of the distributions on the reinvestment date (E.G., ordinary income, short-term capital gain, long-term capital gain, etc.). Taxes due on redemptions by shareholders are calculated by subtracting the capital gains taxes resulting from the redemption and adding the tax benefit from capital losses resulting from the redemption. Applicable tax rates may vary over the measurement period. Potential tax liabilities other than federal tax liabilities (E.G., state and local taxes) are not factored into the calculation. HISTORICAL PERFORMANCE. Based on the foregoing, the average annual total return (before taxes), total return (after-taxes on distributions) and total return (after-taxes on distributions and redemption) for each S-39 of the Funds was as follows for the one-year, five-year, ten-year and since inception periods ended September 30, 2002.
AVERAGE ANNUAL TOTAL RETURN --------------------------------------- ONE FIVE SINCE FUND (INCEPTION DATE) YEAR YEAR TEN YEAR INCEPTION --------------------- -------- -------- -------- --------- INTERNATIONAL EQUITY Class A (12/20/1989) BEFORE TAX.................................... XX.XX% XX.XX% XX.XX% XX.XX% Class I (01/04/2002) BEFORE TAX.................................... * * * * AFTER-TAX ON DISTRIBUTIONS**.................... XX.XX% XX.XX% XX.XX% XX.XX% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION**..... XX.XX% XX.XX% XX.XX% XX.XX% EMERGING MARKETS EQUITY Class A (01/17/1995) BEFORE TAX.................................... XX.XX% XX.XX% * XX.XX% Class Y BEFORE TAX.................................... * * * * AFTER-TAX ON DISTRIBUTIONS**.................... XX.XX% XX.XX% * XX.XX% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION**..... XX.XX% XX.XX% * XX.XX% INTERNATIONAL FIXED INCOME Class A (09/01/1993) BEFORE TAX.................................... XX.XX% XX.XX% * XX.XX% AFTER-TAX ON DISTRIBUTIONS...................... XX.XX% XX.XX% * XX.XX% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION....... XX.XX% XX.XX% * XX.XX% EMERGING MARKETS DEBT Class A (06/26/1997) BEFORE TAX.................................... XX.XX% * * XX.XX% AFTER-TAX ON DISTRIBUTIONS...................... XX.XX% * * XX.XX% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION....... XX.XX% * * XX.XX% TAX-MANAGED INTERNATIONAL EQUITY Class A BEFORE TAX.................................... * * * * AFTER-TAX ON DISTRIBUTIONS...................... * * * * AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION....... * * * *
- ------------------------ * Not in operation during period. ** After-tax returns are shown for Class A only. After-tax returns for other classes will vary. PURCHASE AND REDEMPTION OF SHARES The purchase and redemption price of shares is the net asset value of each share. A Fund's securities are valued by the Administrator pursuant to valuations provided by an independent pricing service (generally the last quoted sale price). Fund securities listed on a securities exchange for which market quotations are available are valued at the last quoted sale price on each business day on which the New York Stock Exchange ("NYSE") is open for business ("Business Day")) or, if there is no such reported sale, at the most recently quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recently quoted bid price. The pricing service may also use a matrix system to determine valuations. This system considers such factors as security prices, yields, maturities, call S-40 features, ratings and developments relating to specific securities in arriving at valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Information about the market value of each portfolio security may be obtained by the Administrator from an independent pricing service. The pricing service may use a matrix system to determine valuations of equity and fixed income securities. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The pricing service may also provide market quotations. The procedures used by the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Fund securities for which market quotations are available are valued at the last quoted sale price on each Business Day or, if there is no such reported sale, at the most recently quoted bid price. Securities with remaining maturities of 60 days or less will be valued by the amortized cost method, which involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by this method, is higher or lower than the price the Trust would receive if it sold the instrument. During periods of declining interest rates, the daily yield of a Fund may tend to be higher than a like computation made by a company with identical investments utilizing a method of valuation based upon market prices and estimates of market prices for all of its portfolio securities. Thus, if the use of amortized cost by a Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in a Fund would be able to obtain a somewhat higher yield that would result from investment in a company utilizing solely market values, and existing shareholders in the Fund would experience a lower yield. The converse would apply during a period of rising interest rates. Shares of a Fund may be purchased in exchange for securities included in the Fund subject to SIMC's determination that the securities are acceptable. Securities accepted in an exchange will be valued at the market value. All accrued interest and subscription of other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Trust and must be delivered by the Shareholder to the Trust upon receipt from the issuer. SIMC will not accept securities for a Fund unless: (1) such securities are appropriate in the Fund at the time of the exchange; (2) such securities are acquired for investment and not for resale; (3) the shareholder represents and agrees that all securities offered to the Trust for the Fund are not subject to any restrictions upon their sale by the Fund under the 1933 Act, or otherwise; (4) such securities are traded on the American Stock Exchange, the NYSE or on NASDAQ in an unrelated transaction with a quoted sales price on the same day the exchange valuation is made or,if not listed on such exchanges or on NASDAQ, have prices available from an independent pricing service approved by the Trust's Board of Trustees; and (5) the securities may be acquired under the investment restrictions applicable to the Fund. The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the NYSE is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or evaluation of the portfolio securities is not reasonably practicable, or for such other periods as the SEC may by order permit. The Trust also reserves the right to suspend sales of shares of the Funds for any period during which the NYSE, the Administrator, the advisers, the Distributor and/or the custodians are not open for business. Currently, the following holidays are observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It is currently the Trust's policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held S-41 by a Fund in lieu of cash. Shareholders may incur brokerage charges in connection with the sale of such securities. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Fund of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash. A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder's basis in the shares of the Fund redeemed. Fund securities may be traded on foreign markets on days other than a Business Day or the net asset value of a Fund may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a Fund may not reflect all events that may affect the value of the Fund's foreign securities unless the adviser determines that such events materially affect net asset value in which case net asset value will be determined by consideration of other factors. Certain shareholders in one or more of the Funds may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in such Fund's if a sufficient amount of a Fund's assets are subject to such asset allocation services, the Fund may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Fund shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Funds, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Funds. TAXES QUALIFICATION AS A RIC The following discussion of federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement. New legislation, as well as administrative or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein. In order to qualify for treatment as a regulated investment company ("RIC") under the Code, a Fund must distribute annually to its shareholders at least the sum of 90% of its net interest income excludable from gross income plus 90% of its investment company taxable income (generally, net investment income, including net short-term capital gain) ("Distribution Requirement") and must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stocks or securities or foreign currencies or other income (including gains from forward contracts) derived with respect to its business of investing in stocks or securities ("Income Requirement"); (ii) at the close of each quarter of a Fund's taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, United States Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a Fund's total assets and that does not represent more than 10% of the outstanding voting securities of the issuer; and (iii) at the close of each quarter of a Fund's taxable year, not more than 25% of the value of its total assets may be invested in securities (other than U.S. Government securities or the securities of other RICs) of any one issuer or of two or more issuers engaged in the same, similar, or related trades or businesses if the Fund owns at least 20% of the voting power of such issuers. Notwithstanding the Distribution Requirement described above, which only requires a Fund to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain, a Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for that year and 98% of its capital gain net income for the one-year period ending on October 31, of that year, S-42 plus certain other amounts. Each Fund intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. If you buy shares when the Fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and gains and receiving back a portion of the price in the form of a taxable distribution. If the Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold. The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by the Fund. These complex tax rules also could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to a Fund and/or defer to a Fund's ability to recognize losses. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Fund's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement. Any gain or loss recognized on a sale, exchange or redemption of shares of a Fund by a shareholder who is not a dealer in securities will generally, for individual shareholders, be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will be treated as short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain distribution are subsequently sold, exchanged or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term capital loss to the extent of the net capital gain distribution. All or a portion of any loss that you realize upon the redemption of the Fund's shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy. If a Fund fails to qualify as a RIC for any year, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally will be taxable as ordinary income dividends to its shareholders, subject to the dividends received deduction for corporate shareholders. The board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such course of action to be beneficial to shareholders. A Fund will be required in certain cases to withhold at applicable withholding rates and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). With respect to investments in STRIPS, TR's, TIGR's, LYONs, CATS and other Zero Coupon securities which are sold at original issue discount and thus do not make periodic cash interest payments, a Fund will be required to include as part of its current income the imputed interest on such obligations even though the Fund has not received any interest payments on such obligations during that period. Because each Fund distributes all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income which may occur at a time when the advisers would not have chosen to sell such securities and which may result in taxable gain or loss. S-43 Because the Fund's income is derived primarily from investments in foreign rather than domestic U.S. securities, no portion of its distributions will generally be eligible for the dividends-received deduction. Non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in the Fund. STATE TAXES A Fund is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the rules for federal income taxation described above. Many states grant tax- free status to ordinary income distributions that the Fund pays to you which are derived from interest on direct obligations of the U.S. government. Some states have minimum investment requirements for this tax-free status that must be met by the Fund. Investments in Ginnie Mae or Fannie Mae securities, banker's acceptances, commercial paper, and repurchase requirements collateralized by U.S. government securities do not generally qualify for state tax-free treatment. The rules or exclusion of this income are different for corporate shareholders. Depending upon state and local law, distributions by a Fund to shareholders and the ownership of shares may be subject to state and local taxes. Shareholders are urged to consult their tax advisors regarding the state and local tax consequences of investments in a Fund. FOREIGN TAXES Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Fund's securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of stock or securities of foreign corporations, a Fund will be eligible to, and will, file an election with the Internal Revenue Service that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Fund. Pursuant to the election, a Fund will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder's federal income tax. If a Fund makes the election, it will report annually to its shareholders the respective amounts per share of the Fund's income from sources within, and taxes paid to, foreign countries and United States possessions. Most Foreign exchange gains realized on the sale of debt securities are treated as ordinary income by the Fund. Similarly, foreign exchange losses realized by the Fund on the sale of debt securities are generally treated as ordinary losses by the Fund. These gains when distributed will be taxed to you as ordinary dividends, and any losses will reduce the Fund's ordinary income otherwise available for distribution to your. This treatment could increase or reduce the Fund's ordinary income distributions to you, and may cause some or all of the Fund's previously distributed income to be classified as a return of capital. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of brokers or dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the advisers are responsible for placing orders to execute Fund transactions. In placing brokerage orders, it is the Trust's policy to seek to obtain the best net results taking into account such factors as price (including the S-44 applicable dealer spread), size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the advisers generally seek reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC. The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Fund's advisers may cause the Trust to select a broker based upon brokerage or research services provided to the advisers. The advisers may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided. Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits the advisers, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. Brokerage and research services include (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the advisers believe that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Fund. In addition to agency transactions, the advisers may receive brokerage and research services in connection with certain riskless transactions, in accordance with applicable SEC guidelines. To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the advisers might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The advisers may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the advisers will be in addition to and not in lieu of the services required to be performed by the Funds' advisers under the Advisory and Sub-Advisory Agreements. Any advisory or other fees paid to the advisers are not reduced as a result of the receipt of research services. In some cases an adviser may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, the adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the adviser faces a potential conflict of interest, but the adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses. From time to time, a Fund may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the advisers with research services. The NASD has adopted rules expressly permitting these types S-45 of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e). The money market securities in which a Fund invests are traded primarily in the over-the-counter market. Bonds and debentures are usually traded over-the-counter, but may be traded on an exchange. Where possible, each adviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where they reasonably believe that better prices and execution may be available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of executing portfolio securities transactions of a Fund will primarily consist of dealer spreads and underwriting commissions. In connection with transactions effected for Funds operating within the "manager of managers" structure, SIMC and the various firms that serve as sub-advisers to certain Funds of the Trust, in the exercise of joint investment discretion over the assets of a Fund, may direct a substantial portion of a Fund's brokerage to the Distributor. All such transactions directed to the Distributor must be accomplished in a manner that is consistent with the Trust's policy to achieve best net results, and must comply with the Trust's procedures regarding the execution of transactions through affiliated brokers. For the fiscal year ended September 30, 2000, 2001, and 2002, the Funds paid the following brokerage fees:
TOTAL $ AMOUNT TOTAL $ AMOUNT OF BROKERAGE OF BROKERAGE COMMISSIONS COMMISSION PAID TO PAID AFFILIATES (000) (000) ------------------------------ ------------------------------ FUND 2000 2001 2002 2000 2001 2002 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund.......... $6,717 $9,046 $ X $ 0 $1,167 $ X Emerging Markets Equity Fund....... $7,424 $8,446 $ X $622 $1,024 $ X International Fixed Income Fund.... $ 0 $ 0 $ X $ 0 $ 0 $ X Emerging Markets Debt Fund......... $ 0 $ 0 $ X $ 0 $ 0 $ X Tax-Managed International Equity Fund............................. * * * * * * % OF TOTAL % TOTAL BROKERAGE BROKERED COMMISSIONS TRANSACTIONS PAID TO EFFECTED THROUGH AFFILIATES AFFILIATES ------------------------------ ------------------------------ FUND 2000 2001 2002 2000 2001 2002 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund.......... 0% 13% X% 0% 15% X% Emerging Markets Equity Fund....... 8% 12% X% 0% 12% X% International Fixed Income Fund.... 0% 0% X% 0% 0% X% Emerging Markets Debt Fund......... 0% 0% X% 0% 0% X% Tax-Managed International Equity Fund............................. * * * * * *
- ------------------------ * Not in operation during such period. The portfolio turnover rates for each Fund for the fiscal years ended September 30, 2001 and 2002, were as follows:
TURNOVER RATE ------------------- FUND 2001 2002 - ---- -------- -------- International Equity Fund................................... 91% X% Emerging Markets Equity Fund................................ 126% X% International Fixed Income Fund............................. 235% X% Emerging Markets Debt Fund.................................. 196% X% Tax-Managed International Equity Fund....................... * *
- ------------------------ * Not in operation during such period. S-46 The Trust is required to identify any securities of its "regular broker dealers" (as such term is defined in the 1940 Act) which the Trust has acquired during its most recent fiscal year. As of September 30, 2002, the Trust held securities from the following issuers:
TYPE OF FUND SECURITY NAME OF ISSUER AMOUNT (000) - ---- -------- -------------- ------------ [Equity/Debt/Repurchase International Equity Fund............ Agreement] XX,XXX [Equity/Debt/Repurchase Emerging Markets Equity Fund......... Agreement] XX,XXX
DESCRIPTION OF SHARES The Declaration of Trust authorizes the issuance of an unlimited number of shares of each Fund, each of which represents an equal proportionate interest in that Fund. Each share upon liquidation entitles a shareholder to a PRO RATA share in the net assets of that Fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional portfolios of shares or classes of portfolios. Share certificates representing the shares will not be issued. LIMITATION OF TRUSTEES' LIABILITY The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or administrators, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his wilful misfeasance, bad faith, gross negligence or reckless disregard of his duties. CODE OF ETHICS The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the advisers, sub-advisers, and Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees ("access persons"). Rule 17j-1 and the Codes are reasonably designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements or are prohibited from making such investments. Copies of these Codes of Ethics are on file with SEC, and are available to the public. VOTING Each share held entitles the shareholder of record to one vote. Shareholders of each Fund or class will vote separately on matters pertaining solely to that Fund or class, such as any distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting. S-47 Where the Prospectuses for the Funds or Statement of Additional Information state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of: (i) 67% or more of a Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of a Fund's outstanding shares, whichever is less. SHAREHOLDER LIABILITY The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders' incurring financial loss for that reason appears remote because the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholders held personally liable for the obligations of the Trust. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of January 3, 2003, the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of the Funds. Persons who owned of record or beneficially more than 25% of a Fund's outstanding shares may be deemed to control the Fund within the meaning of the 1940 Act. The Trust believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers. As of January 3, 2003, the Tax-Managed International Equity Fund had not commenced operations. INTERNATIONAL EQUITY FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ----------------------------------------------------------- ---------------- --------------- XXX,XXX,XXX XX.XX% SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19403
INTERNATIONAL EQUITY FUND--CLASS I:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- XX,XXX XXX% SEI Private Trust Co. FBO Beneficial Life Ins. Co. Agent's Retirement Plan c/o PFPC Attn: RKU Dept. 9507 E. Frontage Road, Suite 200 Tampa, Florida 33607-1793
INTERNATIONAL FIXED INCOME FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- XX,XXX,XXX XX.XX% SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19403
S-48 EMERGING MARKETS EQUITY FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ----------------------------------------------------------- ---------------- --------------- XXX,XXX,XXX XX.XX% SEI Trust Company Attn: Jacqueline Esposito 530 East Swedesford Road Wayne, PA 19087
EMERGING MARKETS DEBT FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- XX,XXX,XXX XX.XX% SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19403
EXPERTS The financial statements incorporated by reference into this Statement of Additional Information have been audited by __________________________, independent accountants as indicated in their report dated September 30, 2002 and are included herein in reliance upon the authority of said firm as experts in auditing and accounting and in giving said report. PricewaterhouseCoopers LLP is located at Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, Pennsylvania 19103. CUSTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, serves as Custodian for the assets of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. Wachovia, N.A., (formerly, Union National Bank), Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. LEGAL COUNSEL Morgan, Lewis & Bockius LLP serves as counsel to the Trust. S-49 APPENDIX--DESCRIPTION OF CORPORATE BOND RATINGS MOODY'S RATINGS DEFINITIONS LONG TERM Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities. A Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future. Baa Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
STANDARD & POOR'S RATINGS DEFINITIONS A Standard & Poor's corporate or municipal debt rating is a current assessment of creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees. The debt rating is not a recommendation to purchase, sell or hold a security, as it does not comment on market price or suitability for a particular investor. A-1 The ratings are based, in varying degrees, on the following considerations: (1) Likelihood of default. The rating assesses the obligor's capacity and willingness as to timely payment of interest and repayment of principal in accordance with the terms of the obligation. (2) The obligation's nature and provisions. (3) Protection afforded to, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under bankruptcy laws and other laws affecting creditor's rights. Likelihood of default is indicated by an issuer's senior debt rating. If senior debt is not rated, an implied senior debt rating is determined. Subordinated debt usually is rated lower than senior debt to better reflect relative position of the obligation in bankruptcy. Unsecured debt, where significant secured debt exists, is treated similarly to subordinated debt. LONG-TERM INVESTMENT GRADE AAA Debt rated 'AAA' has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong. AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the highest rated debt only in small degree. A Debt rated 'A' has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. BBB Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.
SPECULATIVE GRADE Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. 'BB' indicates the least degree of speculation and 'C' the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposure to adverse conditions. BB Debt rated 'BB' has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The 'BB' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BBB-' rating. B Debt rate 'B' has greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions would likely impair capacity or willingness to pay interest and repay principal. The 'B' rating category also is used for debt subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-' rating.
A-2 CCC Debt rated 'CCC' has a current identifiable vulnerability to default, and is dependent on favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category also is used for debt subordinated to senior debt that is assigned an actual or implied 'B' or 'B-' rating. CC The rating 'CC' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC' rating. C The rating 'C' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payment are continued. CI Debt rated 'CI' is reserved for income bonds on which no interest is being paid. D Debt is rated 'D' when the issue is in payment default, or the obligor has filed for bankruptcy. The 'D' rating is used when interest or principal payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.
Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. c The letter 'C' indicates that the holder's option to tender the security for purchase may be canceled under certain prestated conditions enumerated in the tender option documents. p The letter 'p' indicates that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of the debt service requirements is largely or entirely dependent upon the successful timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of such completion. The investor should exercise his own judgement with respect to such likelihood and risk. L The letter 'L' indicates that the rating pertains to the principal amount of those bonds to the extent that the underlying deposit collateral is federally insured, and interest is adequately collateralized. In the case of certificates of deposit, the letter 'L' indicates that the deposit, combined with other deposits being held in the same right and capacity, will be honored for principal and pre-default interest up to federal insurance limits within 30 days after closing of the insured institution or, in the event that the deposit is assumed by a successor insured institution, upon maturity.
- ------------------------ *Continuance of the rating is contingent upon S&P's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. N.R. Not rated. Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties. If an issuer's actual or implied senior debt rating is 'AAA', its subordinated or junior debt is rated 'AAA' or 'AA+'. If an issuer's actual or implied senior debt rating is lower than 'AAA' but higher than 'BB+', its junior debt is typically rated one designation lower than the senior debt ratings. For example, if the senior debt rating is 'A', subordinated debt normally would be rated 'A-'. If an issuer's actual or implied senior debt rating is 'BB+' or lower, its subordinated debt is typically rated two designations lower than the senior debt rating. A-3 NOTE: The term "investment grade" was originally used by various regulatory bodies to connote obligations eligible for investment by institutions such as banks, insurance companies, and savings and loan associations. Over time, this term gained widespread usage throughout the investment community. Issues rated in the four highest categories, 'AAA', 'AA', 'A', 'BBB', generally are recognized as being investment grade. Debt 'BB' or below generally is referred to as speculative grade. The term "junk bond" is merely a more irreverent expression for this category of more risky debt. Neither term indicates which securities S&P deems worthy of investment, as an investor with a particular risk preference may appropriately invest in securities that are not investment grade. DESCRIPTION OF FITCH'S LONG-TERM RATINGS INVESTMENT GRADE BOND AAA Bonds rated AAA are judged to be strictly high grade, broadly marketable, suitable for investment by trustees and fiduciary institutions liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is a showing of earnings several times or many times greater than interest requirements, with such stability of applicable earnings that safety is beyond reasonable question whatever changes occur in conditions. AA Bonds rated AA are judged to be of safety virtually beyond question and are readily salable, whose merits are not unlike those of the AAA class, but whose margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured but influenced as to rating by the lesser financial power of the enterprise and more local type market. A Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. BBB Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.
A-4 PART C: OTHER INFORMATION Item 23. EXHIBITS: (a) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is herein incorporated by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (b)(1) Amended By-Laws dated February 20, 2001 are herein incorporated by reference to Exhibit (b)(3) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. (c) Not Applicable (d)(1) Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 is herein incorporated by reference to Exhibit 5(e) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A, filed on April 28, 1995. (d)(2) Form of Schedule to Investment Advisory Agreement between Registrant and SIMC with respect to the International Fixed Income Fund is filed herewith. (d)(3) Investment Sub-Advisory Agreement between SIMC and BlackRock International Ltd. dated December 13, 1999 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 27, 2000. (d)(4) Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 25, 1998. (d)(5) Investment Sub-Advisory Agreement between SIMC and JF International Management, Inc. dated October 11, 2000 with respect to the International Equity Fund, is herein incorporated by reference to Exhibit (d)(37) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 26, 2001. (d)(6) Investment Sub-Advisory Agreement between SIMC and Martin Currie Inc. dated September 28, 2000 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(38) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 26, 2001. (d)(7) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Investment Management Inc. dated October 1, 2001 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(39) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. (d)(8) Investment Sub-Advisory Agreement between SIMC and Oechsle International Advisors dated June 22, 1999 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(33) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 27, 2000.
C-1 (d)(9) Investment Sub-Advisory Agreement between SIMC and Alliance Capital Management L.P. dated June 26, 2002 with respect to the Emerging Markets Equity Fund is filed herewith. (d)(10) Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management dated September 18, 2000 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(36) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 26, 2001. (d)(11) Investment Sub-Advisory Agreement between SIMC and Lloyd George Investment Management (Bermuda) Limited dated September 16, 2002 with respect to the Emerging Markets Equity Fund is filed herewith. (d)(12) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Asset Management Inc. dated September 15, 1998 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 25, 1998. (d)(13) Form of Investment Sub-Advisory Agreement between SIMC, Fischer Francis Trees & Watts, Inc., Fischer Francis Trees & Watts, Fischer Francis Trees & Watts (Singapore) Pte Ltd and Fischer Francis Trees & Watts Kabushiki Kaisha, with respect to the International Fixed Income Fund is filed herewith. (d)(14) Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management Inc. dated March 31, 1997 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 27, 2000. (e) Amended and Restated Distribution Agreement between Registrant and SEI Investments Distribution Co. dated September 16, 2002 is filed herewith. (f) Not Applicable (g)(1) Custodian Agreement between Registrant and State Street Bank and Trust Company as originally filed as Exhibit (8) to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1998, is herein incorporated by reference to Exhibit 8(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (h)(1) Amended and Restated Administration and Transfer Agency Agreement between Registrant and SIMC dated September 16, 2002 is filed herewith. (h)(2) Shareholder Service Plan and Agreement with respect to the Class A shares is herein incorporated by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (h)(3) Shareholder Service Plan and Agreement with respect to Class I shares is herein incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on June 30, 2000. (h)(4) Administrative Services Plan and Agreement with respect to Class I shares is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. (i) Opinion and Consent of Counsel to be filed by later amendment. (j) Not Applicable (k) Not Applicable (l) Not Applicable
C-2 (m) Not Applicable. (n) Amended and Restated Rule 18f-3 Multiple Class Plan relating to Class A, I and Y shares dated June 26, 2002 is filed herewith. (o) Not Applicable. (p)(1) The Code of Ethics for SEI Investments Company dated April, 2000 is herein incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451), filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756). (p)(2) The Code of Ethics for SEI Institutional International Trust dated March 20, 2000 is herein incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on June 30, 2000. (p)(3) The Code of Ethics for BlackRock International Ltd. as amended in 2001, is herein incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. (p)(4) The Code of Ethics for Capital Guardian Trust Company dated September 30, 2002 is filed herewith. (p)(5) The Code of Ethics for Morgan Stanley Investment Management Inc. dated August 16, 2002 is filed herewith. (p)(6) The Code of Ethics for Oechsle International Advisors dated February 15, 2002 is filed herewith. (p)(7) The Code of Ethics for Salomon Brothers Asset Management Inc is herein incorporated by reference to Exhibit (p)(11) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on June 30, 2000. (p)(8) The Code of Ethics for The Boston Company Asset Management is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). (p)(9) The Code of Ethics for JF International Management, Inc. dated September 30, 2002 is filed herewith. (p)(10) The Code of Ethics for Martin Currie Inc. is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). (p)(11) The Code of Ethics for Lloyd George Investment Management (Bermuda) Limited is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 10 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 30, 2002 (Accession # 0000912057-02-037245). (p)(12) The Code of Ethics for Alliance Capital Management L.P. is herein incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 10 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 30, 2002 (Accession # 0000912057-02-037245).
C-3 (p)(13) The Code of Ethics for Fischer Francis Trees & Watts, Inc. is herein incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 10 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 30, 2002 (Accession # 0000912057-02-037245). (q) Powers of Attorney for Robert A. Nesher, William M. Doran, James R. Foggo, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, and Edward D. Loughlin are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 43 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451) filed with the SEC on January 22, 2001.
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT See the Prospectus and Statement of Additional Information regarding the Trust's control relationships. SIMC is a subsidiary of SEI Investments Company which also controls the distributor of the Registrant (SEI Investments Distribution Co.) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers. Item 25. INDEMNIFICATION: Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER: ALLIANCE CAPITAL MANAGEMENT L.P. Alliance Capital Management, L.P. ("Alliance") is a sub-adviser to the Registrant's Emerging Markets Equity Fund. The principal business address of Alliance is 1345 Avenue of the Americas, New York, New York 10105. Alliance is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Alliance Capital Management -- -- Holding L.P. Limited Partner of Alliance Capital
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NAME AND POSITION WITH INVESTMENT ADVISER OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Alliance Capital Management Alliance Capital Management General Partner Corporation ("ACMC") Holding L.P. General Partner of Alliance Capital The Equitable Life Assurance -- -- Society of the United States ("ELAS") Parent of General Partner AXA Financial, Inc. -- -- ("AXF") Parent of ELAS David Remson Brewer, Jr. ACMC Director/Executive Officer Sr. Vice President & General Counsel Donald Hood Brydon AXA Investment Managers S.A. Chairman & Chief Executive Director Officer Bruce William Calvert AXA Director Chairman of the Board & CEO ELAS Director ACMC Director/Executive Officer Henri de Castries AXA Chairman, Management Board Director ELAS Director AXF Chairman of the Board ACMC Director/Executive Officer John Donato Carifa ACMC Director/Executive Officer President, COO, Director Christopher M. Condron AXF Director, President, Chief Director Executive Officer ELAS Chairman, CEO Denis Duverne AXA Group Executive Vice Director President Finance, Control and Strategy ACMC Director/Executive Officer Richard S. Dziadzio ACMC Director/Executive Officer Director Alfred Harrison ACMC Director/Executive Officer Vice Chairman/Director Roger Hertog ACMC Director/Executive Officer Vice Chairman/Director Benjamin Duke Holloway Continental Companies Financial Consultant Director ACMC Director
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NAME AND POSITION WITH INVESTMENT ADVISER OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Robert Henry Joseph, Jr. ACMC Director/Executive Officer Sr. Vice President, CFO W. Edwin Jarmain Jarmain Group Inc. President Director Lewis A. Sanders ACMC Director/Executive Officer Vice Chairman, Chief Investment Officer Peter J. Tobin St. John's University Dean Director Tobin College of Business Administration Peter D. Noris AXF Executive Vice President, Director Chief Investment Officer ELAS Executive Vice President, Chief Investment Officer ACMC Director/Executive Officer Gerald M. Lieberman ACMC Director/Executive Officer Executive Vice President, Finance and Operations Frank Savage Savage Holdings LLC Chief Executive Officer Director ACMC Director Stanley B. Tulin AXF Vice Chairman & Chief Director Financial Officer ACMC Director/Executive Officer ELAS Vice Chairman & CFO Dave Harrel Williams White Williams Private Equity Director Chairman Emeritus Partners GmbH ACMC Director Kathleen A. Corbet ACMC Director/Executive Officer Executive Vice President & CEO, Alliance Fixed Income Investors Lorie Slutsky The New York Community Trust President Director Andrew Adelson ACMC Executive Officer Senior Vice President & Chief Investment Officer John Blundin ACMC Executive Officer Executive Vice President Marilyn Fedak ACMC Executive Officer Senior Vice President & Chief Investment Officer
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NAME AND POSITION WITH INVESTMENT ADVISER OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Thomas S. Hexner ACMC Executive Officer Executive Vice President Michael Laughlin ACMC Executive Officer Executive Vice President Marc Mayer ACMC Executive Officer Executive Vice President James Reilly ACMC Executive Officer Executive Vice President Paul Rissman ACMC Executive Officer Executive Vice President Christopher Toub ACMC Executive Officer Executive Vice President Lisa Shalett ACMC Executive Officer Chairman/CEO of Sanford C. Bernstein
BLACKROCK INTERNATIONAL LTD. BlackRock International Ltd. ("BlackRock International") is a sub-adviser for the Registrant's International Equity Fund. The principal address of BlackRock is 40 Torphichen Street, Edinburgh, EH3 8JB, Scotland, United Kingdom. BlackRock International is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Paul L. Audet BlackRock Financial Chief Financial Officer, Chief Financial Officer & Management, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Chief Financial Officer, Managing Director BlackRock Institutional Director Management Corporation BlackRock, Inc. Chief Financial Officer, Managing Director Robert Peter Connolly BlackRock, Inc. Managing Director, General Managing Director, General Counsel & Secretary Counsel & Secretary BlackRock Financial Managing Director, General Management, Inc. Counsel, Secretary BlackRock Advisors, Inc. Managing Director, General Counsel, Secretary BlackRock (Japan) Inc. Managing Director, General Counsel, Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BlackRock Capital Managing Director, General Management, Inc. Counsel & Secretary BlackRock Institutional Managing Director, General Management Corporation Counsel, Secretary BlackRock Investments, Inc. General Counsel, Secretary Laurence Douglas Fink BlackRock, Inc. Chairman, CEO Chairman & CEO BlackRock Financial Chairman, CEO Management, Inc. BlackRock Advisors, Inc. CEO BlackRock (Japan) Inc. Chairman, CEO BlackRock Capital CEO Management, Inc. BlackRock's Closed End Funds Chairman BlackRock Asia Limited Chairman & CEO Anthracite Capital, Inc. Chairman BlackRock Institutional CEO Management Corporation BlackRock Investments, Inc. Chairman & CEO BlackRock Funds President, Treasurer & Trustee Ralph L. Sclosstein BlackRock, Inc. President & Director President and Director BlackRock Financial President & Director Management, Inc. BlackRock Advisors, Inc. President & Director BlackRock Institutional President & Director Management Corporation BlackRock Capital President & Director Management, Inc. BlackRock's Closed-End Funds President & Director BlackRock (Japan), Inc. President & Director BlackRock Asia Limited President & Director BlackRock Investments, Inc. Director BlackRock Provident Chairman & President Institutional Funds Robert S. Kapito BlackRock, Inc. Vice Chairman Vice Chairman and Director BlackRock Financial Vice Chairman & Director Management, Inc. BlackRock Advisors, Inc. Vice Chairman & Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BlackRock Institutional Vice Chairman & Director Management Corporation BlackRock Capital Vice Chairman & Director Management, Inc. BlackRock (Japan), Inc. Vice Chairman & Director BlackRock Investments, Inc. Vice Chairman & Director Keith T. Anderson BlackRock, Inc. Managing Director Managing Director BlackRock Financial Managing Director Management, Inc. BlackRock Advisors, Inc. Managing Director BlackRock Institutional Managing Director Management Corporation BlackRock Capital Managing Director Management, Inc. BlackRock (Japan), Inc. Managing Director BlackRock Investments, Inc. Managing Director Gordon Anderson BlackRock, Inc. Managing Director Chief Operating Officer & Managing Director Albert Morillo BlackRock, Inc. Managing Director Managing Director BlackRock Financial Managing Director Management, Inc. BlackRock (Japan), Inc. Managing Director
THE BOSTON COMPANY ASSET MANAGEMENT The Boston Company Asset Management ("The Boston Company") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of The Boston Company is One Boston Place, Boston, MA 02108-4402. The Boston Company is a registered investment adviser under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Francis Antin Mellon Growth Advisors LLC President, CEO, Director CEO, Director Certus Asset Advisors Director and Chairman Corporation Boston Safe Deposit and Trust Senior Vice President Company TBCAM Holdings, LCC Director Corey Griffin COO, Boston Safe Deposit and Trust Senior Vice President Director Company
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- TBCAM Holdings, LCC Director The Boston Company Asset President and CEO Management, LLC Stephen Canter Dreyfus Corporation President, CEO, COO, Director Director, Chairman of the Board Dreyfus Investment Chairman of the Board, Advisors, Inc. Director, President Dreyfus Trust Company Director, Chairman, President, CEO Newton Management Limited Director Franklin Portfolio Director Associates, LLC Franklin Portfolio Director Holdings, Inc. TBCAM Holdings, LCC Director Mellon Capital Management Director Corp. Mellon Equity Associates, LLP Executive Committee Mellon Bond Associates, LLP Executive Committee Founders Asset Management, Member Board of Managers LLC John Nagoniak Franklin Portfolio Holdings Chairman of the Board, Director LLC Director Mellon Equity Associates, LLP Executive Committee Mellon Bond Associates, LLP Executive Committee Certus Asset Advisors Director Corporation TBCAM Holdings LLC Director Mellon Capital Management Director Corp. Newton Investment Management Director Limited Standish Mellon Asset Member of Board of Managers Management LLC Standish Mellon Asset Member of Board of Managers Management Holdings LLC Ronald O'Hanley Mellon Financial Corporation Vice Chairman Director Mellon Institutional Asset President Management Boston Safe Deposit & Trust Director Company
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Mellon Growth Advisors Director Newton Asset Management Director Mellon Capital Management Director Standish Mellon Asset Director Management LLC Certus Advisors Director Prime Advisors Director Franklin Portfolio Associates Director Mellon Bond Associates Director Mellon Equity Associates Director TBCAM Holdings LLC Director D. Kirk Henry The Dreyfus Corporation Portfolio Manager Senior Vice President Boston Safe Deposit & Trust Senior Vice President Company The Boston Company Asset Senior Vice President Management, LLC Carolyn Kedersha The Dreyfus Corporation Portfolio Manager The Boston Company Asset Senior Vice President Management, LLC
CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("CGTC") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of CGTC is 333 Hope Street, 55th Floor, Los Angeles, California 90071. CGTC is a California trust company and is exempt from registration under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Andrew F. Barth Capital Research and Director Director Management Company Capital International Director, President and Research, Inc. Research Director Capital Guardian Research Director and President Company Michael D. Beckman Capital Guardian Trust Director Director, Senior Vice Company of Nevada President and Treasurer The Capital Group Companies Director Capital Guardian Research Treasurer Company Capital Guardian Treasurer (Canada), Inc.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital International Asset Director and President Management, Inc. Capital International Director, President, Financial Services, Inc. Treasurer Capital International Asset Chief Financial Officer, Management (Canada), Inc. Secretary Capital Group Senior Vice President International, Inc. Michael A. Burik Capital International, Inc. Senior Vice President and Senior Vice President, Senior Senior Counsel Counsel Capital International Vice President, Secretary Financial Services, Inc. Elizabeth A. Burns -- -- Senior Vice President Larry P. Clemmensen American Funds Director Director Distributors, Inc. American Funds Service Director, Chairman Company The Capital Group Director, President Companies, Inc. Capital Management Director, President Services, Inc. Capital Research and Director, Senior Vice Management Company President Capital Strategy, Inc. Treasurer Kevin G. Clifford American Funds Director, President Director Distributors, Inc. The Capital Group Companies Director Roberta A. Conroy Capital International, Inc. Senior Vice President, Senior Director, Senior Vice Counsel and Secretary President and Senior Counsel Capital Group Secretary International, Inc. John B. Emerson Capital Guardian Trust Director, President Senior Vice President Company, a Nevada Corporation Michael R. Ericksen Capital International Limited Director, Senior Vice Director, Senior Vice President President David I. Fisher Capital International, Inc. Director, Vice Chairman Director, Chairman Capital International Limited Director, Vice Chairman
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital International K.K. Director, Vice Chairman Capital Group Director, Chairman International, Inc. Capital International Limited Director, President (Bermuda) The Capital Group Director Companies, Inc. Capital International Director Research, Inc. Capital Group Research, Inc. Director Capital International Director Research and Management Company Clive N. Gershon -- -- Senior Vice President Richard N. Havas Capital International, Inc. Senior Vice President Senior Vice President Capital International Limited Senior Vice President Capital International Senior Vice President Research, Inc. Capital Guardian Director, Senior Vice (Canada), Inc. President Capital International Asset Director Management (Canada), Inc. Frederick M. Huges, Jr. -- -- Senior Vice President Mary M. Humphrey -- -- Senior Vice President William H. Hurt Capital Guardian Trust Director, Chairman Director, Senior Vice Company, a Nevada Corporation President Capital Strategy Director, Chairman Research, Inc. Peter C. Kelly Capital International, Inc. Director, Senior Vice Senior Vice President, Senior President Counsel Charles A. King -- -- Senior Vice President Robert G. Kirby The Capital Group Senior Partner Chairman Emeritus Companies, Inc. Nancy J. Kyle Capital Guardian Director and President Director, Senior Vice (Canada), Inc. President Karin L. Larson The Capital Group Director Director Companies, Inc.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital Group Research, Inc. Director, Chairperson, and President Capital Guardian Research Director, Chairperson Company Capital International Director, Chairperson Research, Inc. Lianne K. Mair -- -- Senior Vice President Shelby Notkin Capital Guardian Trust Director Senior Vice President Company, a Nevada Corporation Michael E. Nyeholt -- -- Senior Vice President Mary M. O'Hern Capital International Limited Senior Vice President Senior Vice President Capital International, Inc. Vice President Jeffrey C. Paster -- -- Senior Vice President Robert V. Pennigton -- -- Senior Vice President Jason Pilalas Capital International Senior Vice President Director Research, Inc. Paula B. Pretlow -- -- Senior Vice President George L. Romine, Jr. -- -- Senior Vice President Robert Ronus Capital Guardian Director, Chairman Director, President (Canada), Inc. The Capital Group Director Companies, Inc. Capital Group Director International, Inc. Capital International, Inc. Senior Vice President Capital International Limited Director Capital International S.A. Director James F. Rothenberg American Funds Director Director Distributors, Inc. American Funds Service Director Company The Capital Group Companies, Director, President Inc. Capital Group Research, Inc. Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital Management Director Services, Inc. Capital Research and Director and President Management, Inc. Theodore R. Samuels Capital Trust Company, a Director Director, Senior Vice Nevada Corporation President Lionel A. Sauvage Capital International, Inc. Senior Vice President Director, Senior Vice President John H. Seiter The Capital Group Companies Director Director, Executive Vice President Karen L. Sexton -- -- Senior Vice President Eugene P. Stein -- -- Director, Executive Vice President Andrew P. Stenovec -- -- Senior Vice President Philip A. Swan -- -- Senior Vice President Shaw B. Wagener The Capital Group Companies, Director Director Inc. Capital International Director Management Company, S.A. Capital International, Inc. Director, President Capital Group Director, Senior Vice International, Inc. President Eugene M. Waldron -- -- Senior Vice President Joanne Weckbacher -- -- Senior Vice President
FISCHER FRANCIS TREES & WATTS, INC. AND ITS AFFILIATES ADVISER -- FISCHER FRANCIS TREES & WATTS, INC.
NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Liaquat Ahamed Charter Atlantic Corporation Chief Executive Officer and Chief Executive Officer, Director Chief Investment Officer and Director Fischer Francis Trees & Watts Chief Executive Officer Stephen Casper Charter Atlantic Corporation Chief Operating Officer, Chief Operating Officer, Chief Financial Officer and Chief Director Financial Officer and Director
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- FFTW Diversified Alpha Fund Director Ltd FFTW Emerging Markets Debt Director Fund plc FFTW Funds Inc. Director FFTW Funds Selection Director FFTW Funds Selection II Director FFTW Global Debt Fund plc Director FFTW Mortgage LIBOR Director Fund plc* FFTW Mortgage Total Return Director Fund plc Fischer Francis Trees & Watts Chief Operating Officer and Chief Financial Officer Fischer Francis Trees & Watts Director (Singapore) Pte Ltd Fischer Francis Trees & Watts Statutory Auditor KK The Depository Trust & Director Clearing Corporation The Depository Trust Company Director The Emerging Markets Clearing Director Corporation The Government Securities Director Clearing Corporation The National Securities Director Clearing Corporation Stephen Constantine Charter Atlantic Corporation Director Director BrokerTec Futures Exchange Director LLC O. John Olcay Charter Atlantic Corporation Director Director FFTW Emerging Markets Debt Chairman of the Board of Fund plc Directors FFTW Funds Inc. Chairman of the Board of Directors and Chief Executive Officer FFTW Funds Selection Chairman of the Board of Directors FFTW Funds Selection II Chairman of the Board of Directors
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- FFTW Global Debt Fund plc Chairman of the Board of Directors FFTW Mortgage LIBOR Fund plc* Chairman of the Board of Directors FFTW Mortgage Total Return Chairman of the Board of Fund plc Directors Fischer Francis Trees & Watts Chairman of the Board of (Singapore) Pte Ltd Directors Fischer Francis Trees & Watts Chairman of the Board of KK Directors Vivien Levy-Garboua BNP Paribas (Luxembourg) S.A. President Director BNP Paribas (Suisse) S.A. Administrateur BNP Paribas (UK) President BNP Paribas Asset Management Member of the Executive Group Committee and Head of Asset Management Services BNP Paribas Immobilier Representant Cimoxi, Administrateur BNP Paribas Private Bank, President Paris BNP Paribas Securities Vice President du Conseil de Services Surveillance CARDIF Representant permanent BNP Paribas Charter Atlantic Corporation Director COFICEM Membre du Conseil d'Administration KLEPIERRE President du Conseil de Surveillance Meunier Promotion President du Conseil de Surveillance NATIO VIE Vice President du Conseil de Surveillance OGDI President du Conseil d'Administration Presses Universitaries de Membre du Conseil de France Surveillance SEGECE Representant permanent BNP Paribas U.E.B (Switzerland) Geneve President Gilles de Vaugrigneuse Charter Atlantic Corporation Director Director
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BNP Paribas Asset Management Chairman and Chief Executive Group Officer Stephen C. Francis Charter Atlantic Corporation Vice Chairman of the Board of Vice Chairman of the Board of Directors Directors Fischer Francis Trees & Watts Managing Director Fischer Francis Trees & Watts Director (Singapore) Pte Ltd VaxGen Inc. Director Simon Hard Charter Atlantic Corporation Director Director Fischer Francis Trees & Watts Vice Chairman KK Robin S. Meister Chief Legal Charter Atlantic Corporation Chief Legal and Risk Officer, and Risk Officer, Secretary Secretary of the Board of of the Board of Directors Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer Fischer Francis Trees & Watts Chief Legal and Risk Officer KK Fischer Francis Trees & Watts Chief Legal and Risk Officer (Singapore) Pte Ltd John H. Watts Charter Atlantic Corporation Chairman of the Board of Chairman of the Board of Directors Directors BNP Paribas Asset Management Director The National Park Foundation Director The League of Conservation Director Voters Rober College of Istanbul Director
SUB-ADVISER: FISCHER FRANCIS TREES & WATTS
NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Liaquat Ahamed Charter Atlantic Corporation Chief Executive Officer and Chief Executive Officer Director Fischer Francis Trees & Watts Chief Executive Officer, Inc. Chief Investment Officer and Director Stephen Casper Charter Atlantic Corporation Chief Operating Officer, Chief Operating Officer and Chief Financial Officer and Chief Financial Officer Director FFTW Diversified Alpha Fund Director Ltd
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- FFTW Emerging Markets Debt Director Fund plc FFTW Funds Inc. Director FFTW Funds Selection Director FFTW Funds Selection II Director FFTW Global Debt Fund plc Director FFTW Mortgage LIBOR Fund plc* Director FFTW Mortgage Total Return Director Fund plc Fischer Francis Trees & Watts Chief Operating Officer, Inc. Chief Financial Officer and Director Fischer Francis Trees & Watts Director (Singapore) Pte Ltd Fischer Francis Trees & Watts Statutory Auditor KK The Depository Trust & Director Clearing Corporation The Depository Trust Company Director The Emerging Markets Clearing Director Corporation The Government Securities Director Clearing Corporation The National Securities Director Clearing Corporation Stephen C. Francis Charter Atlantic Corporation Vice Chairman of the Board of Managing Director Directors Fischer Francis Trees & Watts Vice Chairman of the Board of Inc. Directors Fischer Francis Trees & Watts Director (Singapore) Pte Ltd VaxGen Inc. Director Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer, Chief Legal and Risk Officer Secretary of the Board of Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer, Inc. Secretary of the Board of Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer KK Fischer Francis Trees & Watts Chief Legal and Risk Officer (Singapore) Pte Ltd
C-19 SUB-ADVISER -- FISCHER FRANCIS TREES & WATTS (SINGAPORE) PTE LTD
NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Stephen P. Casper Charter Atlantic Corporation Chief Operating Officer, Director Chief Financial Officer and Director FFTW Diversified Alpha Fund Director Ltd FFTW Emerging Markets Debt Director Fund plc FFTW Funds Inc. Director FFTW Funds Selection Director FFTW Funds Selection II Director FFTW Global Debt Fund plc Director FFTW Mortgage LIBOR Fund plc* Director FFTW Mortgage Total Return Director Fund plc Fischer Francis Trees & Watts Chief Operating Officer and Chief Financial Officer Fischer Francis Trees & Watts Chief Operating Officer, Inc. Chief Financial Officer and Director Fischer Francis Trees & Watts Statutory Auditor KK The Depository Trust & Director Clearing Corporation The Depository Trust Company Director The Emerging Markets Clearing Director Corporation The Government Securities Director Clearing Corporation The National Securities Director Clearing Corporation Roy Wei-Chien Diao Director Stephen C. Francis Charter Atlantic Corporation Vice Chairman of the Board of Director Directors Fischer Francis Trees & Watts Managing Director Fischer Francis Trees & Watts Vice Chairman of the Board of Inc. Directors VaxGen Inc. Director Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer, Chief Legal and Risk Officer Secretary of the Board of Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Fischer Francis Trees & Watts Chief Legal and Risk Officer, Inc. Secretary of the Board of Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer KK O. John Olcay Charter Atlantic Corporation Director Chairman of the Board of Directors FFTW Emerging Markets Debt Chairman of the Board of Fund plc Directors FFTW Funds Inc. Chairman of the Board of Directors and Chief Executive Officer FFTW Funds Selection Chairman of the Board of Directors FFTW Funds Selection II Chairman of the Board of Directors FFTW Global Debt Fund plc Chairman of the Board of Directors FFTW Mortgage LIBOR Fund plc* Chairman of the Board of Directors FFTW Mortgage Total Return Chairman of the Board of Fund plc Directors Fischer Francis Trees & Watts Director Inc. Fischer Francis Trees & Watts Chairman of the Board of KK Directors
SUB-ADVISER -- FISCHER FRANCIS TREES & WATTS KK
NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Stephen P. Casper Charter Atlantic Corporation Chief Operating Officer, Statutory Auditor Chief Financial Officer and Director FFTW Diversified Alpha Fund Director Ltd FFTW Emerging Markets Debt Director Fund plc FFTW Funds Inc. Director FFTW Funds Selection Director FFTW Funds Selection II Director FFTW Global Debt Fund plc Director FFTW Mortgage LIBOR Fund plc* Director
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- FFTW Mortgage Total Return Director Fund plc Fischer Francis Trees & Watts Chief Operating Officer and Chief Financial Officer Fischer Francis Trees & Watts Chief Operating Officer, Inc. Chief Financial Officer and Director Fischer Francis Trees & Watts Director (Singapore) Pte Ltd. The Depository Trust & Director Clearing Corporation The Depository Trust Company Director The Emerging Markets Clearing Director Corporation The Government Securities Director Clearing Corporation The National Securities Director Clearing Corporation Simon Hard Charter Atlantic Corporation Director Vice Chairman Fischer Francis Trees & Watts Director Inc. Ken Katayama President and Representative Director Lawrence Krause Korean Economic Institute of Director Director America PriceSmart Director Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer, Chief Legal and Risk Officer Secretary of the Board of Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer Fischer Francis Trees & Watts Chief Legal and Risk Officer, Inc. Secretary of the Board of Directors Fischer Francis Trees & Watts Chief Legal and Risk Officer (Singapore) Pte Ltd O. John Olcay Charter Atlantic Corporation Director Chairman of the Board of Directors FFTW Emerging Markets Debt Chairman of the Board of Fund plc Directors FFTW Funds Inc. Chairman of the Board of Directors and Chief Executive Officer
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NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- FFTW Funds Selection Chairman of the Board of Directors FFTW Funds Selection II Chairman of the Board of Directors FFTW Global Debt Fund plc Chairman of the Board of Directors FFTW Mortgage LIBOR Fund plc* Chairman of the Board of Directors FFTW Mortgage Total Return Chairman of the Board of Fund plc Directors Fischer Francis Trees & Watts Director Inc. Fischer Francis Trees & Watts Chairman of the Board of (Singapore) Pte Ltd. Directors
JF INTERNATIONAL MANAGEMENT INC. JF International Management Inc. ("JFIMI") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of JFIMI is 47/F, Jardine House, 1 Connaught Place, Hong Kong. JFIMI is a registered investment adviser under the Advisers Act.
NAME AND POSITION WITH THE ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Roger Peter Frederick Ellis Ayudhya JF Asset Management Director Director Limited Jardine Fleming Capital Director Partners Ltd JF Asset Management Limited Director JF Private Investments Director Limited Solucky Limited Director A. Douglas Eu Ayudhya JF Asset Management Director Director & Chief Operations Limited Officer Jardine Fleming China Region President Fund, Inc. JF Asset Management Limited Director JF Funds Limited Director Jardine Fleming India President Fund, Inc. JF Capital Partners Holdings Director Limited JF Philippine Fund Inc. (in Director liquidation)
C-23 LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED Lloyd George Investment Management (Bermuda) Limited ("LGIM") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of LGIM is 3808 One Exchange Square, Central, Hong Kong.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Robert Lloyd George -- -- Chairman & CEO William Kerr -- -- Vice Chairman & CFO Pamela Chan -- -- Director Man Fat Tang -- -- Director Adaline Ko -- -- Director Zaheer Sitabkhan -- -- Director Samir Mehta -- -- Director Catherine Tan -- -- Director Jacob Rees Mogg -- -- Director Edward Robertson -- -- Director
MARTIN CURRIE, INC. Martin Currie, Inc. ("Martin Currie") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Martin Currie is Saltire Court, 20 Castle Terrace, Edinburgh EH12ES. Martin Currie is a registered investment adviser under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- James Keith Ross Falconer Martin Currie Unit Trusts Chairman Director/Vice President Limited 3i Smaller Quoted Companies Director Trust plc Edinburgh International Director Investment Trust Limited Martin Currie Absolute Return Director Funds Limited Martin Currie Global Director Investors Limited
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Martin Currie Investment Director Management Limited Martin Currie Limited Director Martin Currie Management Director Limited Martin Currie Services Director Limited Moorgate Investment Director Management Limited The Western Canada Investment Director Company Limited Patrick Joseph Scott-Plummer Martin Currie Limited Director, Chairman Director/Vice President Martin Currie Private Clients Chairman Limited Saltire Private Fund Managers Chairman Limited Candover Investments plc Director Edinburgh International Director Investment Trust Limited Indian Opportunities Fund Director (Mauritius) Ltd. Indian Opportunities Fund Director Ltd. Martin Currie Global Director Investors Limited Martin Currie Investment Director Management Limited Martin Currie Portfolio Director Investment Trust plc Martin Currie Private Clients Director Limited Martin Currie Trustees Director Limited Saltire Private Fund Managers Director Limited Scottish Unit Managers Director Limited The Merchants Trust plc Director James MacGregor Ayton Martin Currie Investment Director Fairweather Management Ltd. Director/Vice President Martin Currie European Director Investment Trust plc Martin Currie Global Director Investors Limited
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Martin Currie Limited Director Martin Currie Unit Trusts Director Limited Allan Davidson MacLeod Ardroil Consultancy Services Director Director/Vice President Limited Martin Currie Investment Director Management Ltd. Ardroil Investments Services Director Limited Martin Currie Global Funds Director Martin Currie Global Director Investors Limited Michael William Thomas Martin Currie Investment Director Director/Vice President Management Ltd. Martin Currie Global Funds Director Martin Currie Global Director Investors Limited Martin Currie Japan Director Investment Trust plc Martin Currie Limited Director Martin Currie Pacific Director Investment Trust plc James Grant Wilson Martin Currie Investment Director Director/Vice President Management Limited Martin Currie Global Funds Director Martin Currie Global Director Investors Limited Timothy Julian Dalton Hall Martin Currie Investment Director Director/Vice President Management Limited Martin Currie Business Trust Director Martin Currie Global Director Investors Limited Martin Currie Management Director Limited Colin Winchester Martin Currie Investment Director, Secretary Secretary Management Ltd. Edinburgh International Secretary Investment Trust Limited Martin Currie Global Secretary Investors Limited Martin Currie Limited Director, Secretary Martin Currie Trustees Director, Secretary Limited
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Moorgate Investment Director, Secretary Management Limited Scottish Unit Managers Secretary Limited The Western Canada Investment Director, Secretary Company Limited Martin Currie (Bermuda) Director Limited Martin Currie Management Director Limited Martin Currie Services Director Limited Julian Mark Campbell Martin Currie Private Clients Director, Secretary Livingston Limited General Counsel Martin Currie Services Director, Secretary Limited Saltire Private Fund Managers Director, Secretary Limited Martin Currie (Bermuda) Director Limited Steven Nelson Johnson Martin Currie Global Director Director/Vice President Investors Limited Martin Currie Investors President Services, Inc. Martin Brown Martin Currie Services Ltd. Director Director of Operations Barry Robert Sargraves Martin Currie Global Director Vice President Investments Limited Martin Currie Investment Director Management Limited Martin Currie Limited Director Colin James Marshall Skinner Martin Currie Gefinor Fund Director Vice President Management Co. SA Martin Currie Global Director Investors Limited Martin Currie Investment Director Management Limited William Geddie Watt Martin Currie Services Chairman President Limited Martin Currie Global Chief Executive Officer Investors Limited Martin Currie Limited Chief Executive Officer Martin Currie Investment Director Management Limited
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Scottish Biomedical Director Foundation Limited Scottish Biomedical Research Director Trust Jean Marc Louis de Bolle Martin Currie Global Director Vice President Investors Limited Martin Currie Investment Director Management Limited The Egypt Fund Ltd. Director
MORGAN STANLEY INVESTMENT MANAGEMENT INC. Morgan Stanley Investment Management Inc. ("MSIM Inc.") is a sub-adviser for the Registrant's Emerging Market Equity and International Equity Funds. The principal business address of Morgan Stanley is 1221 Avenue of the Americas, New York, NY 10020. Morgan Stanley is an investment adviser registered under the Adviser Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Barton Michael Biggs -- -- Chairman, Director and Managing Director Mitchell M. Merin Morgan Stanley Investment President, Chief Executive President, Director Advisors Inc. Officer and Director And Managing Director Morgan Stanley Distributors Chairman, Chief Executive Inc. Officer and Director Morgan Stanley Trust Chairman and Director Morgan Stanley Services President, Chief Executive Company Inc. Officer and Director Morgan Stanley Funds President and Chief Executive Officer Morgan Stanley DW Inc. Executive Vice President and Director Various Morgan Stanley Director Subsidiaries Various Van Kampen investment Trustee companies Joseph J. McAlinden Morgan Stanley Investment Managing Director and Chief Chief Investment Officer and Advisors Inc. Investment Officer Managing Director Morgan Stanley Fund Vice President Morgan Stanley Trust Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Rajesh Kumar Gupta Morgan Stanley Investment Managing Director and Chief Chief Administrative Advisors Inc. Administrative Officer -- Officer -- Investments Investments and Managing Director Various Morgan Stanley Funds Vice President Ronald E. Robison Morgan Stanley Investment Managing Director, Chief Director, Managing Director Advisors Inc. and Morgan Administrative Officer and and Chief Operations Officer Stanley Services Director Company Inc. Morgan Stanley Trust Chief Executive Officer and Director Morgan Stanley Funds Vice President Barry Fink Morgan Stanley Investment Managing Director, Secretary, General Counsel, Managing Advisors Inc. and Morgan General Counsel and Director Director and Secretary Stanley Services Company Inc. Morgan Stanley Funds Vice President, Secretary and General Counsel Morgan Stanley DW Inc. Assistant Secretary Morgan Stanley Distributors Vice President and Secretary Inc. James P. Wallin Chief Compliance Officer and Executive Director Alexander C. Frank Morgan Stanley Treasurer Treasurer and Managing Director
OECHSLE INTERNATIONAL ADVISORS Oechsle International Advisors ("Oechsle") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Oechsle is One International Place, 23rd Floor, Boston, Massachusetts 02110. Oechsle is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Singleton Dewey Keesler -- -- CIO and Managing Principal Stephen P. Langer -- -- Executive Managing Principal/ Director of Marketing L. Sean Roche -- -- COO and Managing Principal
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Warren Walker Oechsle International Advisers, Ltd. Portfolio Manager Executive Managing Principa Steven Henry Schaefer Oechsle International Advisers, Ltd. Managing Director Managing Principal Paula Nicole Drake -- -- General Counsel/Principal Stephen J. Butters -- -- Marketing Officer/Principal James P. Mcmillan -- -- Principal, Marketing and Client Service Kathleen M. Harris -- -- Principal, Portfolio Manager John G. Power, III -- -- Senior Vice President Martin G. Dyer Director of Compliance
SALOMON BROTHERS ASSET MANAGEMENT INC Salomon Brothers Asset Management Inc ("SBAM") is the sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal address of SBAM is 399 Park Avenue, 4th Floor, New York, New York 10022. SBAM is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Robert Amodeo Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc James Craige Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc John Cunningham Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Virgil Cumming Salomon Smith Barney Inc. Managing Director Chief Investment Officer -- Global Retail and High Net Worth Robert Donahue Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Ajay Dravid Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Thomas Flanagan Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc David Griffiths Salomon Brothers Asset Director Senior Portfolio Manager Management Ltd.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Michael Kagan Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Brian Keyser Citibank, N.A. Director Economist Roger Lavan Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Mark Lindbloom Citibank, N.A. Managing Director Senior Portfolio Manager Yuan Y. Ma Salomon Brothers Asset Managing Director Director of Quantitative Management Inc Research Ross Margolies Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Wendy Murdock Salomon Smith Barney Inc. Managing Director Chief Operating Officer Michael Rosenbaum Salomon Smith Barney Inc. Managing Director Chief Legal Counselor, General Counsel David Scott Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Ltd. Jeffrey Scott Salomon Brothers Asset Vice President Compliance Officer Management Inc Beth Semmel Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc David Torchia Salomon Brothers Asset Managing Director Senior Portfolio Manager Management Inc Peter Wilby Salomon Brothers Asset Managing Director Chief Investment Officer -- Management Inc Fixed Income, North America
SEI INVESTMENTS MANAGEMENT CORPORATION SEI Investments Management Corporation ("SIMC") is the adviser for the Registrant's International Equity, Emerging Markets Equity and Emerging Markets Debt Fund. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Alfred P. West, Jr. SEI Investments Company Director, Chairman and CEO Chairman, CEO, Director SEI Investments Distribution Director, Chairman of the Co. Board of Directors SEI Ventures, Inc. Director, Chairman, President SEI Funds, Inc. CEO, Chairman of the Board of Directors
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Global Investment Corp. Director, CEO, Chairman SEI Capital AG Director, Chairman of the Board SEI Global Capital Director, CEO, Chairman Investments, Inc. CR Financial Services Company Director, Chairman of the Board SEI Insurance Group, Inc. Director SEI Investments Mutual Fund Chairman, CEO Services SEI Investments Fund Chairman, CEO Management SEI Investments Global Chairman, CEO (Cayman) Limited SEI Global Holdings (Cayman) Chairman, CEO Inc. SEI Investments De Mexico Director SEI Asset Korea Director SEI Venture Capital, Inc. Director, Chairman, CEO Carmen V. Romeo SEI Investments Company Director, Executive Vice Executive Vice President, President, Director President-Investment Advisory Group SEI Investments Distribution Director Co. SEI Venture Capital, Inc. Director SEI Trust Company Director SEI Ventures, Inc. Director, Executive Vice President SEI Investments, Inc. Director, President SEI Investments Director, President Developments, Inc. SEI Insurance Group, Inc. Director SEI Funds, Inc. Director, Executive Vice President SEI Global Investments Corp. Executive Vice President SEI Global Capital Executive Vice President Investments, Inc. SEI Primus Holding Corp. Director, President CR Financial Services Company Director SEI Investments Mutual Fund Executive Vice President Services
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Investments Fund Executive Vice President Management SEI Private Trust Company Director Richard B. Lieb SEI Investments Company Director, Executive Vice Executive Vice President President, President-Investment Systems & Services Division SEI Investments Distribution Director, Executive Vice Co. President SEI Trust Company Director, Chairman of the Board SEI Investments-Global Fund Director Services Limited SEI Investments Mutual Fund Executive Vice President Services SEI Investments Fund Executive Vice President Management SEI Private Trust Company Director Edward Loughlin SEI Investments Company Executive Vice President, Executive Vice President President-Asset Management Division SEI Trust Company Director SEI Funds, Inc. Executive Vice President SEI Advanced Capital Director, President Management, Inc. SEI Investments Mutual Fund Executive Vice President Services SEI Investments Fund Executive Vice President Management SEI Asset Korea Director SEI Investments Canada Director Company Dennis J. McGonigle SEI Investments Company Executive Vice President Executive Vice President SEI Investments Distribution Executive Vice President Co. SEI Investments Mutual Fund Senior Vice President Services SEI Investments Fund Senior Vice President Management Ed Daly -- -- Senior Vice President, Managing Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Carl A. Guarino SEI Investments Company Senior Vice President Senior Vice President SEI Investments Distribution Senior Vice President Company SEI Global Investments Corp. Senior Vice President SEI Global Investments Director (Cayman) Limited SEI Global Holdings (Cayman) Director Inc. SEI Asset Korea Director SEI Investments Argentina Director S.A. SEI Investments De Mexico Director SEI Investments (Europe) Ltd. Director Quadrum S.A. Director SEI Asset Korea Director SEI Investments (South Director, Chairman Africa) Limited CCF-SEI Investments Director SEI Venture Capital, Inc. Executive Vice President SEI Investments-Unit Trust Director Management (UK) Limited Robert S. Ludwig SEI Funds, Inc. Vice President Senior Vice President, CIO SEI Investments Mutual Fund Vice President, Team Leader Services SEI Investments Fund Vice President, Team Leader Management Jack May SEI Investments Distribution Senior Vice President Senior Vice President Co. James V. Morris -- -- Senior Vice President, Managing Director Steve Onofrio -- -- Senior Vice President, Managing Director Todd Cipperman SEI Investments Company Senior Vice President, Senior Vice President, General Counsel, Assistant General Counsel & Secretary Secretary SEI Investments Distribution Senior Vice President & Co. General Counsel SEI Inc. (Canada) Senior Vice President, General Counsel & Assistant Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Trust Company Senior Vice President, General Counsel & Assistant Secretary SEI Investments, Inc. Senior Vice President, General Counsel, Secretary SEI Ventures, Inc. Vice President, General Counsel, Secretary SEI Investments Senior Vice President, Developments, Inc. General Counsel, Secretary SEI Funds, Inc. Senior Vice President, General Counsel, Secretary SEI Global Investments Corp. Senior Vice President, General Counsel, Secretary SEI Advanced Capital Director, Senior Vice Management, Inc. President, General Counsel, Secretary SEI Investments Global Director, General Counsel & Management (Cayman) Inc. Assistant Secretary SEI Global Capital Senior Vice President, Investments, Inc. General Counsel, Secretary SEI Investments Global, Director Limited SEI Primus Holding Corp. Senior Vice President, General Counsel, Secretary SEI Investments Mutual Fund Senior Vice President, Services General Counsel, Secretary SEI Investments Fund Senior Vice President, Management General Counsel, Secretary SEI Global Holdings (Cayman) Director, General Counsel, Inc. Assistant Secretary SEI Investments (Europe) Ltd. Director SEI Investments Canada Senior Vice President, Company General Counsel SEI Investments (South Director Africa) Limited SEI Venture Capital, Inc. Senior Vice President, General Counsel, Secretary SEI Investments Unit Trust Director (UK) Limited Kenneth Zimmer -- -- Senior Vice President, Managing Director John D. Anderson SEI Investments Distribution Vice President & Managing Vice President & Managing Company Director Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Timothy D. Barto SEI Investments Company Vice President, Assistant Vice President, Assistant Secretary Secretary SEI Investments Distribution Vice President, Assistant Company Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Vice President, Assistant Developments, Inc. Secretary SEI Insurance Group, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary SEI Venture Capital, Inc. Vice President, Assistant Secretary Jay Brown -- -- Vice President Kevin P. Robins SEI Investments Company Senior Vice President Senior Vice President SEI Investments Distribution Senior Vice President Co. SEI Insurance Group, Inc. Director SEI Trust Company Director SEI Investments, Limited Director (Cayman) CR Financial Services Company President SEI Investments Fund Senior Vice President, Management General Counsel, Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Global Holdings (Cayman) Director Inc. SEI Venture Capital, Inc. Vice President, Assistant Secretary SEI Private Trust Company Director Robert Crudup SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director SEI Investments Mutual Fund Vice President, Managing Services Director SEI Investments Fund Vice President, Managing Management Director Richard A. Deak SEI Investments Company Vice President, Assistant Vice President, Assistant Secretary Secretary SEI Investments Distribution Vice President, Assistant Company Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Venture Capital, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Vice President, Assistant Developments, Inc. Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary Melissa Doran Rayer -- -- Vice President
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Scott W. Dellorfano SEI Investments Distribution Vice President, Managing Vice President, Managing Co. Director Director Scott C. Fanatico SEI Investments Distribution Vice President, Managing Vice President, Managing Co. Director Director Michael Farrell -- -- Vice President Vic Galef SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director SEI Investments Mutual Fund Vice President, Managing Services Director SEI Investments Fund Vice President, Managing Management Director Steven A. Gardner SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director Lydia A. Gavalis SEI Investments Company Vice President, Assistant Vice President, Assistant Secretary Secretary SEI Investments Distribution Vice President, Assistant Company Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Vice President, Assistant Developments, Inc. Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Venture Capital, Inc. Vice President, Assistant Secretary Greg Gettinger SEI Investments Company Vice President Vice President SEI Investments Distribution Vice President Company SEI Trust Company Vice President SEI Investments, Inc. Vice President SEI Ventures, Inc. Vice President SEI Investments Vice President Developments, Inc. SEI Funds, Inc. Vice President SEI Global Investments Corp. Vice President SEI Venture Capital, Inc. Vice President SEI Advanced Capital Vice President Management, Inc. SEI Global Capital Vice President Investments, Inc. SEI Primus Holding Corp. Vice President SEI Investments Mutual Fund Vice President Services SEI Investments Fund Vice President Management Susan R. Hartley -- -- Vice President Kathy Heilig SEI Inc. (Canada) Vice President, Treasurer Vice President, Treasurer SEI Investments Company Vice President, Treasurer, Chief Accounting Officer SEI Investments Distribution Vice President Company SEI Trust Company Vice President, Treasurer SEI Ventures, Inc Vice President, Treasurer SEI Insurance Group, Inc. Vice President, Treasurer SEI Realty Capital Vice President, Treasurer Corporation SEI Funds, Inc. Director, Vice President, Treasurer SEI Global Investments Corp. Director, Vice President, Treasurer SEI Advanced Capital Director, Vice President, Management, Inc. Treasurer
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Investments Global Vice President, Treasurer (Cayman), Limited SEI Investments Mutual Fund Vice President, Treasurer Services SEI Investments Fund Vice President, Treasurer Management SEI Global Holdings (Cayman) Vice President, Treasurer Inc. SEI Investments, Inc. Director, Vice President & Treasurer SEI Investments Director, Vice President & Developments, Inc. Treasurer SEI Global Investments, Inc. Director, Vice President & Treasurer Global Primus Holding Corp. Director, Vice President & Treasurer SEI Venture Capital, Inc. Director, Vice President & Treasurer Bridget Jensen SEI Investments Distribution Vice President Vice President Company SEI Investments Mutual Fund Vice President Services SEI Investments Fund Vice President Management John Kirk SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director Kim Kirk SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director SEI Investments-Global Fund Director Services Limited SEI Investments Mutual Fund Vice President, Managing Services Director SEI Investments Fund Vice President, Managing Management Director John Krzeminski SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director SEI Investments Mutual Fund Vice President, Managing Services Director SEI Investments Fund Vice President, Managing Management Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Alan Lauder SEI Investments Distribution Vice President Vice President Company SEI Global Investment Corp. Vice President SEI Investments (South Director Africa) Limited Paul Lonergan SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director Vicki Malloy SEI Investments Mutual Fund Vice President, Team Leader Vice President, Managing Services Director SEI Investments Fund Vice President, Team Leader Management Ellen Marquis SEI Investments Distribution Vice President Vice President Co. Christine M. McCullough SEI Investments Company Vice President, Assistant Vice President, Assistant Secretary Secretary SEI Investments Distribution Vice President, Assistant Company Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Vice President, Assistant Developments, Inc. Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary SEI Trust Company Vice President SEI Insurance Group Vice President, Assistant Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Private Trust Company General Counsel SEI Investments Distribution Vice President, Managing Company Director Carolyn McLaurin SEI Investments Distribution Vice President, Managing Vice President, Managing Company Director Director SEI Investments Mutual Fund Vice President, Managing Services Director SEI Investments Fund Vice President, Managing Management Director Roger Messina -- -- Vice President Sherry Kajdan Vetterlein SEI Investments Company Vice President, Assistant Vice President, Assistant Secretary Secretary SEI Investments Distribution Vice President, Assistant Company Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Vice President, Assistant Developments, Inc. Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary SEI Investments Global Vice President, Assistant (Cayman), Limited Secretary SEI Venture Capital Inc. Vice President, Assistant Secretary Robert Prucnal -- -- Vice President
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Daniel Spaventa SEI Investments Distribution Vice President Vice President Company Kathryn L. Stanton SEI Investments Distribution Vice President Vice President Co. CR Financial Services Company Secretary, Treasurer William E. Zitelli SEI Investments Company Vice President, Assistant Vice President, Assistant Secretary Secretary SEI Investments Distribution Vice President, Assistant Company Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Vice President, Assistant Developments, Inc. Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary Mary Vogan -- -- Vice President Raymond B. Webster -- -- Vice President Susan R. West -- -- Vice President, Managing Director Lori L. White SEI Investments Distribution Vice President, Assistant Vice President, Assistant Co. Secretary Secretary SEI Trust Company Vice President, Assistant Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Management, Inc. Secretary SEI Global Capital Vice President, Assistant Investments, Inc. Secretary SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Vice President, Assistant Services Secretary SEI Investments Fund Vice President, Assistant Management Secretary SEI Private Trust Company Vice President, Assistant Secretary SEI Insurance Group, Inc. Vice President, Assistant Secretary Mark S. Wilson -- -- Vice President Wayne M. Withrow SEI Investments Company Executive Vice President & Vice President, Managing Chief Information Officer Director SEI Investments Distribution Senior Vice President Co. SEI Investments Mutual Fund Senior Vice President Services SEI Investments Fund Senior Vice President Management
Item 27. PRINCIPAL UNDERWRITERS: (a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), acts as distributor for: SEI Daily Income Trust July 15, 1982 SEI Liquid Asset Trust November 29, 1982 SEI Tax Exempt Trust December 3, 1982
C-44 SEI Index Funds July 10, 1985 SEI Institutional Managed Trust January 22, 1987 The Advisors' Inner Circle Fund November 14, 1991 STI Classic Funds May 29, 1992 The Arbor Fund January 28, 1993 Bishop Street Funds January 27, 1995 STI Classic Variable Trust August 18, 1995 SEI Asset Allocation Trust April 1, 1996 SEI Institutional Investments Trust June 14, 1996 HighMark Funds February 15, 1997 Armada Funds March 8, 1997 Expedition Funds June 9, 1997 Oak Associates Funds February 27, 1998 The Nevis Fund, Inc. June 29, 1998 CNI Charter Funds April 1, 1999 The Armada Advantage Fund May 1, 1999 Amerindo Funds Inc. July 13, 1999 iShares Inc. January 28, 2000 SEI Insurance Products Trust March 29, 2000 iShares Trust April 25, 2000 Pitcairn Funds August 1, 2000 JohnsonFamily Funds, Inc. November 1, 2000 The MDL Funds January 24, 2001 Causeway Capital Management Trust September 20, 2001
The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink"). (b) Furnish the information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 21 of Part B. Unless otherwise noted, the business address of each director or officer is Oaks, PA 19456.
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------- ------------------------------------------- --------------------- Alfred P. West, Jr. Director, Chairman of the Board of -- Directors Richard B. Lieb Director, Executive Vice President -- Carmen V. Romeo Director -- Mark J. Held President & Chief Operating Officer -- Dennis J. McGonigle Executive Vice President -- Robert M. Silvestri Chief Financial Officer & Treasurer -- Todd Cipperman Senior Vice President & General Counsel -- Carl A. Guarino Senior Vice President -- Jack May Senior Vice President -- Kevin P. Robins Senior Vice President -- Patrick K. Walsh Senior Vice President -- Wayne M. Withrow Senior Vice President
C-45
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------- ------------------------------------------- --------------------- Robert Aller Vice President -- John D. Anderson Vice President & Managing Director -- Timothy D. Barto Vice President & Assistant Secretary -- Robert Crudup Vice President & Managing Director -- Richard A. Deak Vice President & Assistant Secretary -- Scott W. Dellorfano Vice President & Managing Director -- Barbara Doyne Vice President -- Jeff Drennen Vice President -- Scott C. Fanatico Vice President & Managing Director -- Vic Galef Vice President & Managing Director -- Steven A. Gardner Vice President & Managing Director -- Lydia A. Gavalis Vice President & Assistant Secretary -- Greg Gettinger Vice President & Assistant Secretary -- Kathy Heilig Vice President -- Jeff Jacobs Vice President -- Bridget Jensen Vice President & Assistant Secretary -- Samuel King Vice President -- John Kirk Vice President & Managing Director -- Kim Kirk Vice President & Managing Director -- John Krzeminski Vice President & Managing Director -- Karen LaTourette Secretary -- Alan H. Lauder Vice President -- Paul Lonergan Vice President & Managing Director -- Ellen Marquis Vice President -- Christine M. McCullough Vice President & Assistant Secretary -- Carolyn McLaurin Vice President & Managing Director -- Mark Nagle Vice President -- Joanne Nelson Vice President -- Rob Redican Vice President -- Maria Rinehart Vice President -- Steve Smith Vice President -- Daniel Spaventa Vice President -- Kathryn L. Stanton Vice President -- Lori L. White Vice President & Assistant Secretary -- William E. Zitelli, Jr. Vice President & Assistant Secretary -- John C. Munch Vice President & Assistant Secretary --
C-46 Item 28. LOCATION OF ACCOUNTS AND RECORDS: Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Portfolios' Custodian: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant's Manager: SEI Investments Fund Management Oaks, PA 19456 (d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the offices of Registrant's Advisers: SEI Investments Management Corporation Oaks, PA 19456 Alliance Capital Management L.P. 1345 Avenue of the Americas New York, NY 10105 BlackRock International Ltd. 40 Torpichen T7 Street Edinburgh, EH3 8JB Scotland The Boston Company Asset Management One Boston Place Boston, MA 02108 Capital Guardian Trust Company 333 South Hope Street, 55th Floor Los Angeles, CA 90071 Fischer Francis Trees & Watts, Inc. 200 Park Avenue, 46th Floor New York, NY 10166 JF International Management, Inc. 47th Floor Jardine House 1 Connaught Place Central Hong Kong Lloyd George Investment Management (Bermuda) Limited 3808 One Exchange Square Central, Hong Kong C-47 Martin Currie Inc. Saltire Court 20 Castle Terrace Edinburgh, EH1 2ES Scotland Morgan Stanley Investment Management Inc. 1221 Avenue of the Americas New York, NY 10020 Oechsle International Advisors One International Place, 23rd Floor Boston, Massachusetts 02110 Salomon Brothers Asset Management Inc 388 Greenwich Street, 8th Floor New York, New York 10013 Item 29. MANAGEMENT SERVICES: None. Item 30. UNDERTAKINGS: None C-48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 35 to Registration Statement No. 33-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 27th day of November, 2002. SEI INSTITUTIONAL INTERNATIONAL TRUST By /s/ EDWARD D. LOUGHLIN ----------------------------------------- Edward D. Loughlin President & Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacity on the date(s) indicated. * ------------------------------------ Trustee November 27, 2002 Rosemarie B. Greco * ------------------------------------ Trustee November 27, 2002 William M. Doran * ------------------------------------ Trustee November 27, 2002 F. Wendell Gooch * ------------------------------------ Trustee November 27, 2002 George J. Sullivan, Jr. * ------------------------------------ Trustee November 27, 2002 James M. Storey * ------------------------------------ Trustee November 27, 2002 Robert A. Nesher /s/ EDWARD D. LOUGHLIN ------------------------------------ President & Chief November 27, 2002 Edward D. Loughlin Executive Officer /s/ JAMES R. FOGGO ------------------------------------ Controller & Chief November 27, 2002 James R. Foggo Financial Officer *By /s/ EDWARD D. LOUGHLIN ------------------------------ Edward D. Loughlin ATTORNEY-IN-FACT
C-49 EXHIBIT INDEX
EXHIBITS: ------------------- EX-99.B(a) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is herein incorporated by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(b)(1) Amended By-Laws dated February 20, 2001 are herein incorporated by reference to Exhibit (b)(3) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. EX-99.B(c) Not Applicable EX-99.B(d)(1) Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 is herein incorporated by reference to Exhibit 5(e) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A, filed on April 28, 1995. EX-99.B(d)(2) Form of Schedule to Investment Advisory Agreement between Registrant and SIMC with respect to the International Fixed Income Fund is filed herewith. EX-99.B(d)(3) Investment Sub-Advisory Agreement between SIMC and BlackRock International Ltd. dated December 13, 1999 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 27, 2000. EX-99.B(d)(4) Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 25, 1998. EX-99.B(d)(5) Investment Sub-Advisory Agreement between SIMC and JF International Management, Inc. dated October 11, 2000 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(37) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 26, 2001. EX-99.B(d)(6) Investment Sub-Advisory Agreement between SIMC and Martin Currie, Inc dated September 28, 2000 with respect to the International Equity Fund is incorporated by reference to Exhibit (d)(38) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 26, 2001.
EXHIBITS: ------------------- EX-99.B(d)(7) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Investment Management Inc. dated October 1, 2001 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(39) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. EX-99.B(d)(8) Investment Sub-Advisory Agreement between SIMC and Oechsle International Advisors dated June 22, 1999 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(33) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 27, 2000. EX-99.B(d)(9) Investment Sub-Advisory Agreement between SIMC and Alliance Capital Management L.P. dated June 26, 2002 with respect to the Emerging Markets Equity Fund is filed herewith. EX-99.B(d)(10) Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management dated September 18, 2000 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(36) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 26, 2001. EX-99.B(d)(11) Investment Sub-Advisory Agreement between SIMC and Lloyd George Investment Management (Bermuda) Limited dated September 16, 2002 with respect to the Emerging Markets Equity Fund is filed herewith. EX-99.B(d)(12) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Asset Management Inc. dated September 15, 1998 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 25, 1998. EX-99.B(d)(13) Form of Investment Sub-Advisory Agreement between SIMC, Fischer Francis Trees & Watts, Inc., Fischer Francis Trees & Watts, Fischer Francis Trees & Watts (Singapore) Pte Ltd and Fischer Francis Trees & Watts Kabushiki Kaisha, with respect to the International Fixed Income Fund is filed herewith. EX-99.B(d)(14) Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management Inc dated March 31, 1997 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on January 27, 2000. EX-99.B(e) Amended and Restated Distribution Agreement between Registrant and SEI Investments Distribution Co. dated September 16, 2002 is filed herewith. EX-99.B(f) Not Applicable
EXHIBITS: ------------------- EX-99.B(g)(1) Custodian Agreement between Registrant and State Street Bank and Trust Company as originally filed as Exhibit (8) to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1998, is herein incorporated by reference to Exhibit 8(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997 EX-99.B(h)(1) Amended and Restated Administration and Transfer Agency Agreement between Registrant and SIMC dated September 16, 2002 is filed herewith. EX-99.B(h)(2) Shareholder Service Plan and Agreement with respect to the Class A shares is herein incorporated by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(h)(3) Shareholder Service Plan and Agreement with respect to Class I shares is herein incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on June 30, 2000. EX-99.B(h)(4) Administrative Services Plan and Agreement with respect to Class I shares signed October 4, 2001 is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. EX-99.B(i) Opinion and Consent of Counsel to be filed by later amendment. EX-99.B(j) Not Applicable EX-99.B(k) Not Applicable EX-99.B(l) Not Applicable EX-99.B(m) Not Applicable. EX-99.B(n) Amended and Restated Rule 18f-3 Plan relating to Class A, I and Y shares dated June 26, 2002 is filed herewith. EX-99.B(o) Not Applicable. EX-99.B(p)(1) The Code of Ethics for SEI Investments Company dated April, 2000 is herein incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-2451), filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756). EX-99.B(p)(2) The Code of Ethics for SEI Institutional International Trust dated March 20, 2000 is herein incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on June 30, 2000. EX-99.B(p)(3) The Code of Ethics for BlackRock International Ltd. as amended in 2001, is herein incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2002. EX-99.B(p)(4) The Code of Ethics for Capital Guardian Trust Company dated September 30, 2002 is filed herewith.
EXHIBITS: ------------------- EX-99.B(p)(5) The Code of Ethics for Morgan Stanley Investment Management Inc. dated August 16, 2002 is filed herewith. EX-99.B(p)(6) The Code of Ethics for Oechsle International Advisors dated February 15, 2002 is filed herewith. EX-99.B(p)(7) The Code of Ethics for Salomon Brothers Asset Management Inc is herein incorporated by reference to Exhibit (p)(11) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed on June 30, 2000. EX-99.B(p)(8) The Code of Ethics for The Boston Company Asset Management is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). EX-99.B(p)(9) The Code of Ethics for JF International Management, Inc. dated September 30, 2002 is filed herewith. EX-99.B(p)(10) The Code of Ethics for Martin Currie Inc. is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). EX-99.B(p)(11) The Code of Ethics for Lloyd George Investment Management (Bermuda) Limited is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 10 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 30, 2002 (Accession # 0000912057-02-037245). EX-99.B(p)(12) The Code of Ethics for Alliance Capital Management L.P. is herein incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 10 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 30, 2002 (Accession # 0000912057-02-037245). EX-99.B(p)(13) The Code of Ethics for Fischer Francis Trees & Watts, Inc. is herein incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 10 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 30, 2002 (Accession # 0000912057-02-037245). EX-99.B(q) Powers of Attorney for Robert A. Nesher, William M. Doran, James R. Foggo, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, and Edward D. Loughlin are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 43 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451) filed with the SEC on January 22, 2001.
EX-99.B(D)(2) 3 a2091982zex-99_bd2.txt EX-99.B(D)(2) EX-99.B(d)(2) Form of Schedule to the Investment Advisory Agreement dated _____, 2002 between SEI Institutional International Trust (formerly, SEI International Trust) and SEI Investments Management Corporation (formerly, SEI Financial Management Corporation) This Schedule forms a supplement to the investment advisory agreement between SEI Institutional International Trust (formerly, SEI International Trust) (the "Trust") and SEI Investments Management Corporation (formerly, SEI Financial Management Corporation) (the "Adviser") dated December 16, 1994 (the "Investment Advisory Agreement"). WHEREAS: the Trust and the Adviser have entered into the Investment Advisory Agreement pursuant to which the Adviser manages the investment and reinvestment of the assets of certain portfolios of the Trust. WHEREAS: the Trust had retained the Adviser to serve as investment adviser to the International Fixed Income Fund, a series of the Trust. Now, therefore the parties agree as follows: Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: International Fixed Income Fund 0.15% This Schedule may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed as of _________, 2002. SEI Institutional International Trust SEI Investments Management Corporation By: By: ---------------------------- ---------------------------- Attest: Attest: ------------------------ ------------------------ EX-99.B(D)(9) 4 a2091982zex-99_bd9.txt EX-99.B(D)(9) EX-99.B(d)(9) INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made this 26th day of June, 2002, between SEI Investments Management Corporation, (the "Adviser") and Alliance Capital Management L.P. (the "Sub-Adviser"). WHEREAS, SEI Institutional International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser acts as investment adviser to the Emerging Markets Equity Fund (the "Fund"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Fund's investments and, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the "Code"), and all other applicable federal and state laws and regulations, as each is amended from time to time. The Adviser agrees promptly to deliver any amendment or supplement to the Prospectus to the Sub-Adviser on an on-going basis, and until the Adviser delivers any such amendment or supplement to its Sub-Adviser, the Sub-Adviser shall be fully protected in relying on the Prospectus as previously furnished. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Registration Statement and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for Fund securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) and to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or the Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records required to be maintained by the Sub-Adviser by this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser). (e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets and shall provide such information and such periodic or special reports as the Adviser or Board of Trustees may reasonably request. (f) The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Fund has no objection to the Sub-Adviser's so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Adviser recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund. In addition, the Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind in nature. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held as Assets in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers, employees or, to the extent permitted by applicable law, affiliates, and with respect to proxies, a third party proxy voting service. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Fund's investment objectives, policies and restrictions, as provided in Section 1 hereunder. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (c) Prospectus(es) of the Fund. (d) The Trust's most recent Registration Statement as filed with the SEC. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in Schedule A which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily value of the Assets under management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with the performance of its obligations under this Agreement, except a loss resulting from: (i) willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties, or (ii) reckless disregard of its obligations and duties under this Agreement, or (iii) a violation of law or any duty imposed by federal or state law. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Funds, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. CHANGE IN THE SUB-ADVISER'S MEMBERSHIP. The Sub-Adviser agrees that it shall notify the Adviser of any change in the membership of the general partners of the Sub-Adviser within a reasonable time after such change. 8. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided, however, that the Sub-Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 8 where the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 9. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of the Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection, if any, accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund: (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Section 9, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. 10. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 11. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 12. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Legal Department To the Sub-Adviser at: Alliance Capital Management L.P. 345 Avenue of the Americas New York, NY 10105 Attention: Corporate Legal With a copy to: Alliance Capital Limited Devonshire House, 1 Mayfair Place London, WIJ 8AJ Attention: Edward D. Baker 13. NAMES. The Trust may use the names "Alliance Capital Management L.P.," "Alliance Capital Management," "Alliance Capital," or "Alliance" only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. At such times as this Agreement shall no longer be in effect, the Trust shall cease to use such names or any other name indicating that it is advised by or otherwise connected with the Sub-Adviser. 14. NON-HIRE/NON-SOLICITATION. The parties hereby agrees that so long as the Sub-Adviser provides services to the Adviser or the Trust and for a period of one year following the date on which the Sub-Adviser ceases to provide services to the Adviser and the Trust, neither party shall for any reason, directly or indirectly, on its own behalf or on behalf of others, hire any person employed by the other party, whether or not such person is a full-time employee or whether or not any person's employment is pursuant to a written agreement or is at-will, without the express written consent of the other party. The parties further agree that, to the extent that a party breaches the covenant described in this paragraph, the other party shall be entitled to pursue all appropriate remedies in law or equity. 15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 16. MISCELLANEOUS. (a) A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Fund or the Trust. (b) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI INVESTMENTS MANAGEMENT CORPORATION ALLIANCE CAPITAL MANAGEMENT L.P. BY: ALLIANCE CAPITAL MANAGEMENT CORPORATION, ITS GENERAL PARTNER By: /s/ Todd Cipperman By: /s/ Mark Manley - ---------------------------------------- ---------------------------------- Name: Todd Cipperman Name: Mark Manley - ---------------------------------------- ---------------------------------- Title: Vice President Title: Assistant Secretary - ---------------------------------------- ---------------------------------- SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI INVESTMENTS MANAGEMENT CORPORATION AND ALLIANCE CAPITAL MANAGEMENT L. P. Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI INSTITUTIONAL INTERNATIONAL TRUST ------------------------------------- Emerging Markets Equity Fund X.XXX% Agreed and Accepted: SEI INVESTMENTS MANAGEMENT CORPORATION ALLIANCE CAPITAL MANAGEMENT L.P. BY: ALLIANCE CAPITAL MANAGEMENT CORPORATION, ITS GENERAL PARTNER By: /s/ Todd Cipperman By: /s/ Mark Manley - ---------------------------------------- ---------------------------------- Name: Todd Cipperman Name: Mark Manley - ---------------------------------------- ---------------------------------- Title: Vice President Title: Assistant Secretary - ---------------------------------------- ---------------------------------- EX-99.B(D)(11) 5 a2091982zex-99_bd11.txt EX-99.B(D)(11) EX-99.B(d)(11) INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made this 16th day of September, 2002 between SEI Investments Management Corporation (the "Adviser") and Lloyd George Investment Management (Bermuda) Limited (the "Sub-Adviser"). WHEREAS, SEI Institutional International Trust, a Massachusetts business trust (the "Trust"), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser acts as investment adviser to the Emerging Markets Equity Fund (the "Fund"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the "Code"), and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. 1 In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the "Exchange Act")). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) and to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of 2 such records upon the Fund's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser). (e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held as Assets in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust's Declaration of Trust (as defined herein), the Prospectus, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); 3 (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); and (c) Prospectus of the Fund. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser's obligations under this Agreement; provided, however, that the Sub-Adviser's obligation under this Section 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser's obligations under this Agreement; provided, however, that the Adviser's obligation under this Section 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 6. DURATION AND TERMINATION. This Agreement shall become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of the Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority 4 of the outstanding voting securities of the Fund, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Section 6, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. 7. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 8. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 9. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Investments Management Corporation One Freedom Valley Road Oaks, PA 19456 Attention: Legal Department To the Sub-Adviser at: Lloyd George Investment Management (Bermuda) Limited c/o 3808 One Exchange Square, Central, Hong Kong Attention: W. W. R. Kerr 10. NON-HIRE/NON-SOLICITATION. The Sub-Adviser hereby agrees that so long as the Sub-Adviser provides services to the Adviser or the Trust and for a period of one year following the date on which the Sub-Adviser ceases to provide services to the Adviser and the Trust, the Sub-Adviser shall not for any reason, directly or indirectly, on the Sub-Adviser's own behalf or on behalf of others, hire any person employed by the Adviser, whether or not such person is a full-time employee or whether or not any person's employment is pursuant to a written agreement or is at-will. The Sub-Adviser further agrees that, to the extent that the Sub-Adviser breaches the covenant described in this paragraph, the Adviser shall be entitled to pursue all appropriate remedies in law or equity. 5 11. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Section 11, each a "Fund"), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund. In the event that this Agreement is made applicable to any additional Funds by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Section 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule. 12. MISCELLANEOUS. (a) A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Fund or the Trust. (b) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI INVESTMENTS MANAGEMENT CORPORATION LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED By: /s/ Todd Cipperman By: /s/ W.W.R. Kerr - ---------------------------------------- ---------------------------------- Name: Todd Cipperman Name: W.W.R. Kerr - ---------------------------------------- ---------------------------------- Title: Vice President Title: Director - ---------------------------------------- ---------------------------------- 7 SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI INVESTMENTS MANAGEMENT CORPORATION AND LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED AS OF SEPTEMBER 16, 2002 Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI INSTITUTIONAL INTERNATIONAL TRUST ------------------------------------- EMERGING MARKETS EQUITY FUND X.XX% Agreed and Accepted: SEI INVESTMENTS MANAGEMENT CORPORATION LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED By: /s/ Todd Cipperman By: /s/ W.W.R. Kerr - ---------------------------------------- ---------------------------------- Title: Vice President Title: Director - ---------------------------------------- ---------------------------------- 8 EX-99.B(D)(13) 6 a2091982zex-99_bd13.txt EX-99.B(D)(13) EX-99.B(d)(13) FORM OF INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made this __th day of ______, 2002 between SEI Investments Management Corporation (the "Adviser") and Fischer on Francis Trees & Watts, Inc., a New York corporation and three of its affiliates, Fischer Francis Trees & Watts, a corporate on partnership organized under the laws of the United Kingdom, Fischer Francis Trees & Watts (Singapore) Pte Ltd, a Singapore corporation, and Fischer Francis Trees & Watts Kabushiki Kaisha, a Japanese corporation, referred to collectively (the "Sub-Adviser"). WHEREAS, SEI Institutional International Trust, a Massachusetts business trust (the "Trust"), is registered as an open-end on management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994, (the "Advisory Agreement") with the Trust, pursuant to which the Adviser acts as investment adviser to the International Fixed Income Fund (the "Fund"), which on is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser, collectively and individually, to provide investment advisory services to the Adviser in connection with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall on manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what on Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the on Trust's Declaration of Trust (as defined herein), the Prospectus and such investment guidelines as the Adviser may provide to the Sub-Adviser in writing from time to time, and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the "Code"), and all other applicable federal and state laws and regulations, as each is amended from time to time. 1 (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the on Fund's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to on time, in conformity with all federal securities laws. Additionally, the Sub-Adviser is authorized to execute agreements as agent for the Fund with brokers or dealers necessary to carry out its duties under this Agreement. In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the "Exchange Act")). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) and to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required 2 to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser). (e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions on concerning the Fund's Assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held as Assets in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust's Declaration of Trust (as defined herein), the Prospectus, the instructions and on directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and on state laws and regulations, as each is amended from time to time. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); 3 (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); and (c) Prospectus of the Fund. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate on specified in the Schedule which is attached hereto and made part of this Agreement. The fee will be calculated based on the avenge daily value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and on from time to time, waive a portion of its fee. 5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser's obligations under this Agreement; provided, however, that the Sub-Adviser's obligation under this Section 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless on disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser's obligations under this Agreement; provided, however, that the Adviser's obligation under this on Section 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or on negligence, or to the reckless disregard of its duties under this Agreement. 6. DURATION AND TERMINATION. This Agreement shall become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated _____ __, ____, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of the Fund is not required. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to on the Adviser. This Agreement shall terminate 4 automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Section 6, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. 7. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 8. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 9. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Investments Management Corporation One Freedom Valley Road Oaks, PA 19456 Attention: Legal Department To the Sub-Adviser at: Fischer Francis Trees & Watts, Inc. 200 Park Avenue, 46th Floor New York, NY 10166 Attention: General Counsel Cc: Fischer Francis Trees & Watts 2 Royal Exchange London EC3V 3RA England Attention: Ruth Meade 10. NON-HIRE/NON-SOLICITATION. The Sub-Adviser hereby agrees that so long as the Sub-Adviser provides services to the Adviser or the Trust and for a period of one year following the date on which the Sub-Adviser ceases to provide services to the Adviser and the Trust, the Sub-Adviser shall not for any reason, directly or indirectly, on the Sub-Adviser's own behalf or on behalf of others, hire any person employed by the Adviser, whether or not such person is a full-time employee or whether or not any person's employment is pursuant to a written agreement or is at-will. The Sub-Adviser further agrees that, to the extent that the Sub-Adviser breaches the covenant described in this paragraph, the Adviser shall be entitled to pursue all appropriate remedies in law or equity. 5 11. ANTI MONEY LAUNDERING. The Adviser agrees to provide the Sub-Adviser with any documentation that it may reasonably require in order to comply with all applicable anti money laundering regulation, including but not limited to that of the United States and the United Kingdom. In addition, the Adviser agrees that the Sub-Adviser may provide copies of such documentation to counterparties which they may reasonably require in order to fulfill their anti-money laundering procedures. 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this on Section 11, each a "Fund"), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund. In the event that this Agreement is made applicable to any additional Funds by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Section 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule. 13. MISCELLANEOUS. (a) A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Fund or the Trust. (b) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (c) The Adviser and the Fund, hereby consents to being treated by the Sub-Adviser as a "qualified eligible person" as defined in the rules promulgated under the United States Commodity Exchange Act (the "CEA") for the purposes of the CEA and the regulations thereunder. (d) The Sub-Adviser represents to the Adviser and the Fund that it is a "registered commodity trading advisor", as such term is defined in the CEA and the regulations promulgated thereunder and shall during the term of this Agreement satisfy all applicable requirements of the CEA relating to a registered commodity trading advisor. 6 PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR ACCOUNT DOCUMENT. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI INVESTMENTS MANAGEMENT CORPORATION By: ---------------------------- Name: Title: FISCHER FRANCIS TREES & WATTS INC. FISCHER FRANCIS TREES & WATTS By: By: ---------------------------- --------------------------------- Name: Stephen P. Casper Name: Liaquat Ahamed Title: Managing Director Title: Managing Director FISCHER TREES & WATTS (SINGAPORE) PTE LTD FISCHER FRANCIS TREES & WATTS KABUSHIKI KAISHA By: By: ---------------------------- ------------------------------------ Name: Stephen P. Casper Name: O. John Olcay Title: Managing Director Title: Director 7 SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI INVESTMENTS MANAGEMENT CORPORATION AND FISCHER FRANCIS TREES & WATTS, INC. AS OF ____ __, 2002 Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI INSTITUTIONAL INTERNATIONAL TRUST INTERNATIONAL FIXED INCOME FUND X.XX% Agreed and Accepted: SEI INVESTMENTS MANAGEMENT CORPORATION By: ---------------------------- Title: ------------------------- FISCHER FRANCIS TREES & WATTS INC. FISCHER FRANCIS TREES & WATTS By: By: ---------------------------- --------------------------------- Name: Stephen P. Casper Name: Liaquat Ahamed Title: Managing Director Title: Managing Director FISCHER TREES & WATTS (SINGAPORE) PTE LTD FISCHER FRANCIS TREES & WATTS KABUSHIKI KAISHA By: By: ---------------------------- --------------------------------- Name: Stephen P. Casper Name: O. John Olcay Title: Managing Director Title: Director 8 EX-99.B(E) 7 a2091982zex-99_be.txt EX-99.B(E) EX-99.B(e) AMENDED AND RESTATED DISTRIBUTION AGREEMENT THIS AGREEMENT is made as of this 16th day of September, 2002 between SEI Institutional International Trust (the "Trust"), a Massachusetts business trust, and SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania corporation. WHEREAS, the Trust is registered as an investment company with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC under the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the Trust and the Distributor hereby agree as follows: ARTICLE 1. SALE OF SHARES. The Trust grants to the Distributor the exclusive right to sell units of beneficial interest (the "Shares") of each portfolio of the Trust (each a "Fund" and, collectively, the "Funds"), as listed on Schedule A attached hereto, at the net asset value per Share, plus any applicable sales charges in accordance with the current prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("Blue Sky Laws"). The Distributor shall comply in all material respects with all applicable laws, rules and regulations in performing its duties hereunder. ARTICLE 2. SOLICITATION OF SALES. In consideration of these rights granted to the Distributor, the Distributor agrees to offer Shares during the term of this Agreement. The Distributor shall not be prevented from entering into like arrangements with other issuers and shall not be obligated to sell any particular number of Shares. The Distributor will register as a broker or dealer under the Blue Sky Laws of all fifty (50) states of the United States. ARTICLE 3. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the current registration statements and prospectuses of the Trust filed with the SEC or contained in Shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor's use. The Distributor may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been prepared in accordance with applicable rules and regulations. ARTICLE 4. REGISTRATION OF SHARES. The Trust agrees that it will take all action necessary to register Shares under the federal and state securities laws so that there will be available for sale the number of Shares the Distributor may reasonably be expected to sell and to 1 pay all fees associated with said registration. The Trust shall make available to the Distributor such number of copies of its currently effective prospectus and statement of additional information as the Distributor may reasonably request. The Trust shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of the Trust. ARTICLE 5. COMPENSATION. As compensation for providing the services under this Agreement: (a) The Distributor shall receive from the Trust, if applicable: (1) such distribution and service fees as are approved by the Board of Trustees, at the rate and under the terms and conditions set forth in each distribution and/or shareholder services plan applicable to the appropriate class of Shares of each Fund, as such plans may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; (2) all front-end sales charges, if any, on purchases of Shares of each Fund sold subject to such charges as described in the Trust's registration statement and current prospectuses, as amended from time to time. The Distributor, or brokers, dealers and other financial institutions and intermediaries that have entered into sub-distribution agreements with the Distributor, may collect the gross proceeds derived from the sale of such Shares, remit the net asset value thereof to the Trust upon receipt of the proceeds and retain the applicable sales charge; and (3) all contingent deferred sales charges ("CDSCs") applied on redemptions of Shares subject to such charges on the terms and subject to such waivers as are described in the Trust's registration statement and current prospectuses, as amended from time to time, or as otherwise required pursuant to applicable law. (b) The Distributor may reallow any or all of the distribution or service fees, front-end sales charges and CDSCs which is paid by the Trust to such brokers, dealers and other financial institutions and intermediaries as the Distributor may from time to time determine. (c) The Distributor may transfer its right to the payments described in this Article 5 to third persons who provide funding to the Distributor, provided that any such transfer shall not be deemed a transfer of the Distributor's obligations under this Agreement. Upon receipt of direction from the Distributor to pay such fees to a transferee, the Trust shall make payment in accordance with such direction. ARTICLE 6. EXPENSES. The Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales 2 personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. ARTICLE 7. INDEMNIFICATION OF DISTRIBUTOR. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor or any person against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares. 3 ARTICLE 8. INDEMNIFICATION OF TRUST. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any other person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust or upon any person (or after the Trust or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim subject to this indemnity provision. If the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any Shares. ARTICLE 9. EFFECTIVE DATE. This Agreement shall be effective upon its execution, and, unless terminated as provided, shall continue in force for two year(s) from the effective date and thereafter from year to year, provided that such annual continuance is approved by (i) either the vote of a majority of the Trustees of the Trust, or the vote of a majority of the outstanding voting 4 securities of the Trust, and (ii) the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party ("Qualified Trustees"), cast in person at a meeting called for the purpose of voting on the approval. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph, the terms "vote of a majority of the outstanding voting securities," "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act. In addition, this Agreement may at any time be terminated without penalty by the Distributor, by a vote of a majority of Qualified Trustees or by vote of a majority of the outstanding voting securities of the Trust upon not less than sixty days prior written notice to the other party. ARTICLE 10. CONFIDENTIALITY. The Distributor agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Trust and its shareholders received by the Distributor in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Distributor may disclose such information as required by law or after prior notification to and approval in writing by Trust, which approval may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings or penalties for failure to comply. ARTICLE 11. ANTI-MONEY LAUNDERING. The Distributor represents that it has in place anti-money laundering procedures which comply with applicable law in jurisdictions in which Shares are distributed. Distributor agrees to notify the Trust of any suspicious activity of which Distributor becomes aware relating to transactions involving Shares. Upon reasonable request, the Distributor agrees to provide the Trust with documentation relating to the Distributor's anti-money laundering policies and process. ARTICLE 12. NOTICES. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trust, at One Freedom Valley Drive, Oaks, Pennsylvania 19456, and if to the Distributor, One Freedom Valley Drive, Oaks, Pennsylvania 19456. ARTICLE 13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought. ARTICLE 14. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. 5 ARTICLE 15. MULTIPLE ORIGINALS. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. ARTICLE 16. SEVERABILITY. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. ARTICLE 17. LIMITATION OF LIABILITY. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees, and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust. IN WITNESS WHEREOF, the Trust and Distributor have each duly executed this Agreement, as of the day and year above written. SEI INSTITUTIONAL INTERNATIONAL TRUST By: /s/ Timothy D. Barto -------------------- Name: Timothy D. Barto ---------------- Attest: /s/ Jacqueline Bardyn --------------------- Name: Jacqueline Bardyn ----------------- SEI INVESTMENTS DISTRIBUTION CO. By: /s/ Todd Cipperman -------------------- Name: Todd Cipperman, Vice President ------------------------------- Attest: /s/ Jacqueline Bardyn --------------------- Name: Jacqueline Bardyn ----------------- 6 SCHEDULE A TO THE DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 16, 2002 BETWEEN SEI INSTITUTIONAL INTERNATIONAL TRUST AND SEI INVESTMENTS DISTRIBUTION CO. This Agreement shall apply with respect to portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust: International Equity Fund Emerging Markets Equity Fund International Fixed Income Fund Emerging Markets Debt Fund EX-99.B(H)(1) 8 a2091982zex-99_bh1.txt EX-99.B(H)(1) EX-99.B(h)(1) AMENDED AND RESTATED ADMINISTRATION AND TRANSFER AGENCY AGREEMENT THIS AGREEMENT is made as of this 16th day of September, 2002, by and between SEI Institutional International Trust, a Massachusetts trust (the "Trust"), and SEI Investments Fund Management (the "Administrator"), a Delaware business trust. WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of multiple investment portfolios (each a "Fund" and, collectively, the "Funds"), each of which may consist of one or more classes of shares of beneficial interest ("Shares"); and WHEREAS, the Trust desires the Administrator to provide, and the Administrator is willing to provide, administrative, accounting, transfer agency and dividend distribution services to such Funds of the Trust on the terms and conditions hereinafter set forth herein; NOW, THEREFORE, in consideration of the promises and the covenants hereinafter contained, the Trust and the Administrator hereby agree as follows: ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the Administrator to furnish the Funds with accounting, administrative, transfer agency and dividend distribution services as set forth in this Agreement, and the Administrator hereby accepts such engagement. The Administrator shall be deemed to be an independent contractor for all purposes herein. ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator shall perform or supervise the performance by others of the accounting and administrative services set forth in Schedule A hereto. The Administrator shall provide the Trust with all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Trustees' meetings) for providing such services. The Administrator may sub-contract with third parties to perform certain of the services to be performed by the Administrator hereunder; provided, however, that the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities. In meeting its duties hereunder, Administrator shall have the general authority to do all acts deemed in the Administrator's good faith belief to be necessary and proper to perform its obligations under this Agreement. ARTICLE 3. TRANSFER AGENCY AND DIVIDEND DISTRIBUTION SERVICES. The Administrator shall perform or supervise the performance by others of the transfer agency and dividend distribution services set forth in Schedule B hereto. The Administrator may sub-contract with third parties to perform certain of the services to be performed by the Administrator hereunder; provided, however, that the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities. In meeting its duties hereunder, Administrator shall have the general authority to do all acts deemed in the Administrator's good faith belief to be necessary and proper to perform its obligations under this Agreement. The Trust agrees that it shall promptly inform the Administrator of the declaration of any dividend or distribution on its Shares, and that on or before the payment date of a distribution, it shall instruct the custodian to make available, at the instruction of the Administrator, as dividend distributing agent, sufficient funds for the cash amount to be paid out. In registering transfers, the Administrator may rely upon the opinion of counsel in not requiring complete documentation, in registering transfers without inquiry into adverse claims, in delaying 1 registration for purposes of such inquiry, or in refusing registration when in its judgment an adverse claim requires such refusal. ARTICLE 4. ALLOCATION OF CHARGES AND EXPENSES. (A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Administrator shall also pay all compensation, if any, of officers of the Trust as well as all Trustees of the Trust who are employees of or otherwise affiliated with the Administrator or any affiliated corporation of the Administrator; provided, however, that unless otherwise specifically provided, the Administrator shall not be obligated to pay the compensation of any employee of the Trust retained by the Trustees of the Trust to perform services on behalf of the Trust. (B) FUND EXPENSES. The Trust assumes and shall pay or cause to be paid all other expenses of the Trust not otherwise allocated in this Agreement, including, without limitation, organizational costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing Shareholders, all expenses incurred in connection with issuing and redeeming Shares, the costs of pricing services, the costs of custodial services, the cost of initial and ongoing registration of the Shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not employees of or otherwise affiliated with the Administrator or any affiliated corporation of the Administrator, the costs of Trustees' meetings, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of service providers to the Trust. ARTICLE 5. COMPENSATION OF THE ADMINISTRATOR. (A) ADMINISTRATOR'S FEE. The Trust shall pay to the Administrator compensation at the annual rate specified in Schedule C to this Agreement until this Agreement is terminated in accordance with Article 7. Such compensation shall be calculated and accrued daily, and paid to the Administrator monthly. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Administrator's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Administrator's compensation for the preceding month shall be made promptly. (B) COMPENSATION FROM TRANSACTIONS. The Trust hereby authorizes any entity or person associated with the Administrator which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 (the "1934 Act") and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). (C) SURVIVAL OF COMPENSATION RATES. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. ARTICLE 6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified 2 hereby. (As used in this Article 6, the term "Administrator" shall include Trustees, officers, employees and other agents of the Administrator as well as that entity itself.) Under no circumstances shall the Administrator be liable to the Trust for consequential, indirect or punitive damages. So long as the Administrator, or its agents, acts with good faith and with due diligence and without gross negligence in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall fully and promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. The Administrator may apply to Trust at any time for instructions and may consult counsel for Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Administrator shall not be held liable acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Administrator be held to have notice of any change of authority of any officers, employee or agent of Trust until receipt of written notice thereof from Trust. Nothing herein shall make the Administrator liable for the performance or omission of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal delivery services, telecommunications providers and processing and settlement services. ARTICLE 7. DURATION AND TERMINATION OF THIS AGREEMENT. Unless terminated earlier in accordance with the provisions of this Article, this Agreement shall remain in effect for a period of two years from date of execution, and thereafter, for periods of one year so long as such continuance is specifically approved at least annually (i) by the Trustees of the Trust and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party. This 3 Agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees of the Trust on not less than 60 days written notice to the Administrator, or by the Administrator on not less than 90 days written notice to the Trust. ARTICLE 8. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator rendered to the Trust are not to be deemed to be exclusive. The Administrator is free to render such services to others and to have other businesses and interests. It is understood that the Trustees, officers, employees and Shareholders of the Trust are or may be or become interested in the Administrator, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Administrator and its counsel are or may be or become similarly interested in the Trust, and that the Administrator may be or become interested in the Trust as a Shareholder or otherwise. ARTICLE 9. CONFIDENTIALITY. The Administrator agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Trust and its shareholders received by the Administrator in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Administrator may disclose such information as required by law or after prior notification to and approval in writing by Trust, which approval may not be withheld where the Administrator may be exposed to civil or criminal contempt proceedings or penalties for failure to comply. ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Administrator on behalf of the Trust shall be prepared and maintained at the expense of the Administrator, but shall be the property of the Trust and will be made available to or surrendered promptly to the Trust on request. In case of any request or demand for the inspection of such records by another party, the Administrator shall notify the Trust and follow the Trust's instructions as to permitting or refusing such inspection; provided that the Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) Trust has agreed to indemnify the Administrator against such liability. ARTICLE 11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The Administrator undertakes to comply in all material respects with applicable requirements of the Securities Act of 1933, the 1934 Act, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Administrator hereunder. All of the Administrator's duties shall be subject to the objectives, policies and restrictions contained in the Trust's current registration statement under the 1940 Act, the Trust's Declaration of Trust and By-Laws, and any other guidelines that may be established by the Board of Trustees. ARTICLE 12. INTERNET ACCESS. Data and information may be made electronically accessible to the Trust and its adviser and/or sub-adviser(s) through Internet access to one or more links provided by the Administrator ("Web Link"). All rights in Web Link (including text and "look and feel" attributes) are owned by Administrator. Any commercial use of the content or any other aspect of Web Link requires the written permission of Administrator. Use of the Web Link by Trust or its agents will be subject to any terms of use set forth on the web site. The Web Link and the information (including text, graphics and functionality) in the Web Link is presented "As Is" and "As Available" without express or implied warranties including, but not limited to, implied warranties of non-infringement, merchantability 4 and fitness for a particular purpose. Administrator neither warrants that the Web Link will be uninterrupted or error free, nor guarantees the accessibility, reliability, performance, timeliness, sequence, or completeness of information provided on the Web Link. ARTICLE 13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought; PROVIDED THAT, any material amendment must be specifically approved (i) by the vote of a majority of the Trustees of the Trust, and (ii) by the vote of majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and the Administrator may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust, By-Laws or prospectus, or any rule, regulation or requirement of any regulatory body. ARTICLE 14. ASSIGNMENT. This Agreement may not be assigned by either party without the prior written consent of the other party. ARTICLE 15. WAIVER. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement. ARTICLE 16. NOTICE. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, overnight courier (or substantially similar delivery service), postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trust, at One Freedom Valley Drive, Oaks, Pennsylvania, 19456; and if to the Administrator, at One Freedom Valley Drive, Oaks, Pennsylvania, 19456. ARTICLE 17. FORCE MAJEURE. No breach of any obligation of a party to this Agreement will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party. ARTICLE 18. EQUIPMENT FAILURES. In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. ARTICLE 19. DEFINITIONS OF CERTAIN TERMS. The terms "affiliated person" and "interested person," when used in this Agreement, shall have the meaning specified in the 1940 Act and the rules and 5 regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. ARTICLE 20. HEADINGS. All Article headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the contract requires. ARTICLE 21. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. ARTICLE 22. LIMITATION OF LIABILITY. Notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as trustees and not individually, and that all obligations of this Agreement are not binding upon any of the trustees, officers, agents or shareholders of any of the Funds or the Trust individually, but are binding only upon the assets and property of the Funds or the Trust. No Fund shall be liable for any claims against any other Fund. ARTICLE 23. MULTIPLE ORIGINALS. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. ARTICLE 24. BINDING AGREEMENT. This Agreement, and the rights and obligations of the parties hereunder, shall be binding on, and inure to the benefit of, the parties and their respective successors and assigns. ARTICLE 25. SEVERABILITY. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. 6 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. SEI INSTITUTIONAL INTERNATIONAL TRUST By: /s/ Timothy D. Barto -------------------- Name: Timothy D. Barto Title: Vice President SEI INVESTMENTS FUND MANAGEMENT By: /s/ Todd Cipperman ------------------ Name: Todd Cipperman Title: Vice President 7 SCHEDULE A TO THE ADMINISTRATION AND TRANSFER AGENCY AGREEMENT DATED AS OF SEPTEMBER 16, 2002 BETWEEN SEI INSTITUTIONAL INTERNATIONAL TRUST AND SEI INVESTMENTS FUND MANAGEMENT Administrator shall provide the following services to the Trust: (a) Maintain the Trust's accounting books and records; (b) Obtain portfolio security valuations from appropriate sources consistent with the Trust's pricing and valuation policies, and calculate net asset value of each Fund and class; (c) Compute yields, total return, expense ratios, portfolio turnover rate and average dollar-weighted portfolio maturity, as appropriate; (d) Track and validate income and expense accruals, analyze and modify expense accrual changes periodically, and process expense disbursements to vendors and service providers; (e) Perform cash processing such as recording paid-in capital activity, perform necessary reconciliations with the transfer agent and the custodian, and provide cash availability data to the adviser, if requested; (f) Calculate required ordinary income and capital gains distributions, coordinate estimated cash payments, and perform necessary reconciliations with the transfer agent; (g) Provide standardized performance reporting data to the Trust and its adviser; (h) Provide performance, financial and expense information for registration statements and proxies; (i) Communicate net asset value, yield, total return or other financial data to appropriate third party reporting agencies, and assist in resolution of errors reported by such third party agencies; (j) Prepare Trust's financial statements for review by Fund management and independent auditors, manage annual and semi-annual report preparation process, prepare Forms N-SAR and 24f-2, provide Fund performance data for annual report, coordinate printing and delivery of annual and semi-annual reports to shareholders, and file Form N-SAR, Form 24f-2 and annual/semi-annual reports via EDGAR; (k) Monitor each Fund's compliance with the requirements of Subchapter M of the Internal Revenue Code with respect to its status as a regulated investment company; (l) Prepare and file federal and state tax returns for the Trust, and provide data for year-end 1099's and supplemental tax letters; A-1 (m) Provide such Fund accounting and financial reports in connection with quarterly meetings of the Board of Trustees as are required or as the Board may reasonably request, including any evaluations, analyses and opinions regarding the Trust's performance, provided that the Administrator will not make any investment decisions for the Funds nor provide any advice with respect to the desirability of making such investment decisions; (n) Manage the proxy process, including evaluating proxy distribution channels, coordinating with outside service provider(s) to distribute proxies, track shareholder responses and tabulate voting results, and managing the proxy solicitation vendor, if necessary; (o) Provide individuals to serve as officers of the Trust, as requested; (p) Coordinate with Trust's counsel on drafting, review and filing of registration statements and proxies, and coordinate printing and delivery of prospectuses and proxies; (q) Coordinate the Trust's Board of Trustees' schedule, agenda and production of Board meeting materials, and attend Board meetings (if requested); (r) Provide consultation to the Trust and its adviser on regulatory matters relating to the operation of the Trust, and update the Trust and its adviser on significant regulatory and legislative developments which may affect the Trust; (s) Develop or assist legal counsel to the Trust in the development of policies and procedures relating to the operation of the Trust; (t) Act as liaison to legal counsel to the Trust; (u) Coordinate with Trust counsel in the preparation, review and execution of contracts between the Trust and third parties, such as the Trust's investment adviser, transfer agent, and custodian, and record-keepers or shareholder service providers; (v) Assist the Trust in handling and responding to routine regulatory examinations with respect to records retained or services provided by the Administrator, and coordinate with Trust's legal counsel in responding to any non-routine regulatory matters with respect to such matters; (w) Provide consulting with respect to the ongoing design, development and operation of the Trust, including new funds or share classes and/or load structures and financing, as well as changes to investment objectives and polices for existing Funds; and (x) Coordinate as necessary the registration or qualification of Shares of the Trust with appropriate state securities authorities. [END OF SCHEDULE A] A-2 SCHEDULE B TO THE ADMINISTRATION AND TRANSFER AGENCY AGREEMENT DATED AS OF SEPTEMBER 16, 2002 BETWEEN SEI INSTITUTIONAL INTERNATIONAL TRUST AND SEI INVESTMENTS FUND MANAGEMENT The Administrator, as transfer agent, shall provide the following services to the Trust: (a) Record in an account (the "Account") the total number of Shares of each Fund or class, as applicable, issued and outstanding from time to time and maintain Share transfer records in which it will note the names and registered addresses of Shareholders, and the number of Shares from time to time owned by each of them; (b) Set up accounts and record transactions in the accounts on the basis of instructions received from Shareholders when accompanied by remittance in appropriate amount as provided in the Trust's then current prospectus; (c) Whenever Shares are purchased or issued, credit the Account with the Shares issued, and credit the proper number of Shares to the appropriate Shareholder; (d) Whenever Shares are redeemed by a Shareholder, process the Shares redeemed by making appropriate entries in its Share transfer records and debiting the Account; and (e) Upon receipt by the Trust's Wire Agent on behalf of the Administrator of funds through the Federal Reserve wire system or conversion into Federal funds of funds transmitted by other means for the purchase of Shares in accordance with the Trust's current prospectus: (i) Notify the Trust of such deposits on a daily basis; (ii) Credit the Shareholder's account with the number of Shares purchased according to the price of the Shares in effect for such purchases determined in the manner set forth in the Trust's then current prospectus; (iii) Process each order for the redemption of Shares from or on behalf of a Shareholder, and cause cash proceeds to be wired in Federal funds; (iv) If the Administrator or the Trust determines that a request for redemption does not comply with the requirements for redemption, promptly notify the Shareholder, together with the reason therefor, and effect such redemption at the price next determined after receipt of documents complying with said standards (the requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus, subject to such supplemental requirements consistent with such prospectus as may be established by mutual agreement between the Trust and Administrator); and (v) On each day that the Trust's custodian banks and the New York Stock Exchange are open for business ("Business Day"), notify the Trust's custodian of the amount of cash or other assets required to meet payments made pursuant to the provisions of this paragraph. B-1 The authority of the Administrator to perform its responsibilities under this paragraph (e) shall be suspended upon receipt by it of notification from the Securities and Exchange Commission or the Trustees of the suspension of the determination of the Trust's net asset value. The Administrator, as dividend distributing agent, shall provide the following services to the Trust: (a) Prepare and wire or credit income and capital gains distributions to Shareholders in accordance with the provisions of the Trust's Declaration of Trust and then current prospectus; and (b) Credit a Shareholder's account if a Shareholder is entitled to receive additional Shares by virtue of any distribution or dividend payment. [END OF SCHEDULE B] B-2 SCHEDULE C TO THE ADMINISTRATION AND TRANSFER AGENCY AGREEMENT DATED AS OF SEPTEMBER 16, 2002 BETWEEN SEI INSTITUTIONAL INTERNATIONAL TRUST AND SEI INVESTMENTS FUND MANAGEMENT Portfolios: This Agreement shall apply with respect to all portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust (collectively, the "Funds"): International Equity Fund Emerging Markets Equity Fund International Fixed Income Fund Emerging Markets Debt Fund Fees: Pursuant to Article 5, the Trust shall pay the Administrator the following fees, at the annual rate set forth below calculated based upon the aggregate average daily net assets of the Trust: International Equity Fund - Class A and I Shares 0.45% Emerging Markets Equity Fund - Class A Shares 0.65% Emerging Markets Equity Fund - Class Y Shares 0.65% International Fixed Income Fund - Class A Shares 0.60% Emerging Markets Debt Fund - Class A Shares 0.65% C-1 EX-99.B(N) 9 a2091982zex-99_bn.txt EX-99.B(N) EX-99.B(n) SEI INSTITUTIONAL INTERNATIONAL TRUST AMENDED AND RESTATED RULE 18f-3 MULTIPLE CLASS PLAN (THE "PLAN") DATED JUNE 26, 2002 (ADOPTED DECEMBER 22, 1995) INTRODUCTION SEI Institutional International Trust (the "Trust"), a registered investment company that consists of separately managed funds listed on Schedule A hereto (each a "Fund" and, collectively, the "Funds"), has selected 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 Fund. 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 Funds shall be as set forth in the respective Certificate of Class Designation for the class (each a "Certificate"), attached hereto as an Exhibit. With respect to any class of shares of a Fund created hereunder, each share of a Fund will represent an equal pro rata interest in the Fund and will have identical terms and conditions, except that: (1) 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 Fund'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 relating 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 With respect to each Fund, 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. Non-class specific expenses shall be allocated in accordance with Rule 18f-3(c). 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 of Trustees after the date hereof. The Board of the Trust, including a majority of the Trustees, who are no "interested persons" of the Trust as defined in the 1940 Act, 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 Fund covered by the Plan. EXHIBIT A CERTIFICATE OF CLASS DESIGNATION CLASS A SHARES 1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES Class A shares are sold without a sales charge, but are subject to a shareholder servicing fee of up to 0.25% payable to SEI Investments Distribution Co. (the "Distributor"). The Distributor will provide or will enter into written agreements with service providers who will provide one or more of the following shareholder services to clients who may from time to time beneficially own shares: (i) maintaining accounts relating to clients that invest in shares; (ii) providing information periodically to clients showing their position in shares; (iii) arranging for bank wires; (iv) responding to client inquiries relating to the services performed by the Distributor or any service provider; (v) responding to inquiries from clients concerning their investments in shares; (vi) forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (vii) processing purchase, exchange and redemption requests from clients and placing such orders with the Fund or its service providers; (viii) assisting clients in changing dividend options, account designations, and addresses; (ix) providing subaccounting with respect to shares beneficially owned by clients; (x) processing dividends payments from the Fund on behalf of clients; and (xi) providing such other similar services as the Fund may reasonably request to the extent that the Distributor and/or the service provider is permitted to do so under applicable laws or regulations. 2. ELIGIBILITY OF PURCHASERS Class A shares require a $100,000 minimum initial investment and are available only to financial institutions and intermediaries. 3. EXCHANGE PRIVILEGES Class A shares of each Fund may be exchanged for Class A shares of each other Fund of the Trust in accordance with the procedures disclosed in the Fund's Prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors. 4. VOTING RIGHTS Each Class A shareholder will have one vote for each full Class A share held and a fractional vote for each fractional Class A share held. Class A shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class A (such as a distribution plan or service agreement relating to Class A), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class A shareholders differ from the interests of holders of any other class. 5. CONVERSION RIGHTS Class A shares do not have a conversion feature. EXHIBIT B CERTIFICATE OF CLASS DESIGNATION CLASS Y SHARES 1. Class-Specific Distribution Arrangements; Other Expenses (a) Class Y shares are sold without a sales charge. (b) Class Y shares are not subject to a shareholder servicing or distribution fee. 2. Eligibility of Purchasers Class Y shares require a $100,000 minimum initial investment and are available only to financial institutions and intermediaries. 3. Exchange Privileges Class Y shares of each Fund may be exchanged for Class Y shares of each other Fund of the Trust in accordance with the procedures disclosed in the Fund's prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors. 4. Voting Rights Each Class Y shareholder will have one vote for each full Class Y share held and a fractional vote for each fractional Class Y share held. Class Y shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class Y (such as a distribution plan or service agreement relating to Class Y), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class Y shareholders differ from the interests of holders of any other class. 5. Conversion Rights Class Y Shares do not have a conversion feature. EXHIBIT C CERTIFICATE OF CLASS DESIGNATION CLASS I SHARES 1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES Class I shares are sold without a sales charge, but are subject to a shareholder servicing fee of up to 0.25% payable to the Distributor and administrative fee up to 0.25% payable to certain broker dealers and their affiliated registered investment advisers (the "Intermediaries"). The Distributor will provide or will enter into written agreements with service providers who will provide one or more of the following shareholder services to clients who may from time to time beneficially own shares: (i) maintaining accounts relating to clients that invest in shares; (ii) providing information periodically to clients showing their position in shares; (iii) arranging for bank wires; (iv) responding to client inquiries relating to the services performed by the Distributor or any service provider; (v) responding to inquiries from clients concerning their investments in shares; (vi) forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (vii) processing purchase, exchange and redemption requests from clients and placing such orders with the Fund or its service providers; (viii) assisting clients in changing dividend options, account designations, and addresses; (ix) providing subaccounting with respect to shares beneficially owned by clients; (x) processing dividends payments from the Fund on behalf of clients; and (xi) providing such other similar services as the Fund may reasonably request to the extent that the Distributor and/or the service provider is permitted to do so under applicable laws or regulations. Each Intermediary will provide or will enter into written agreements with service providers who will provide one or more of the following administrative services to clients who may from time to time beneficially own shares: (i) providing subaccounting with respect to shares beneficially owned by clients; (ii) providing information periodically to clients showing their positions in shares; (iii) forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (iv) processing purchase, exchange and redemption requests from clients and placing such orders with the Fund or its service providers; (v) processing dividend payments from the Fund on behalf of the clients; and (vi) providing such other similar services as the Fund may, through the Intermediaries, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. 2. ELIGIBILITY OF PURCHASERS Class I shares of the Fund require a minimum initial investment of $100,000 with minimum subsequent investments of $1000. 3. EXCHANGE PRIVILEGES Class I shares of the Fund do not have an exchange privilege. 4. VOTING RIGHTS Each Class I shareholder will have one vote for each full Class I share held and a fractional vote for each fractional Class I share held. Class I shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class I (such as a distribution plan or service agreement relating to Class I), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class I shareholders differ from the interests of holders of any other class. 5. CONVERSION RIGHTS Class I shares do not have a conversion feature. SCHEDULE A International Equity Fund International Fixed Income Fund Emerging Markets Equity Fund Emerging Markets Debt Fund Tax-Managed International Equity Fund EX-99.B(P)(4) 10 a2091982zex-99_bp4.txt EX-99.B(P)(4) EX-99.B(p)(4) CODE OF ETHICS All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must never allow our own interests to be placed ahead of our shareholders' and clients' interests. Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of honesty and integrity. GENERAL GUIDELINES Although specific policies are discussed in more detail below, these are general guidelines that all CGC associates should be aware of: - It is a federal crime to transact in a company's securities while in possession of material non-public information about the company. If there is any question as to whether you've received material information (typically from a company "insider") you should contact a lawyer in CGC's Legal Department to discuss. [A more in-depth description of insider trading is available in the Appendix of CGC's Handbook for Associates.] - You should not accept extravagant gifts or entertainment from persons or companies who are trying to solicit business from any of the CG companies. CGC's Gifts and Entertainment Policy is summarized below, and a copy of the full policy is available on the CGC website. - Regardless of whether you are determined to be a "covered person" under CGC's Personal Investing Policy (which is summarized below and a full copy of which is available on the CGC website), please keep the following in mind when considering making personal investments: - CGC associates and their immediate family members residing in their household MAY NOT PARTICIPATE in Initial Public Offerings (IPOs). Although exceptions are rarely granted, they will be considered in the case of a family member employed by the IPO company where IPO shares are considered part of that family member's compensation. 1 - You generally should not trade based on any CGC company's confidential, proprietary investment information where fund or client trades are likely to be pending (for example, analyst research reports, investment meeting discussions or notes, current fund/client transaction information). CGC views the use of information relating to a fund or client account's current or imminent trading activity for personal gain as highly inappropriate and associates engaging in this type of behavior may be subject to disciplinary action. - ASSOCIATES ARE DISCOURAGED FROM SERVING ON THE BOARD OF DIRECTORS OR ADVISORY BOARD of any public or private company. You must receive approval prior to serving on a board, except for boards of charitable organizations. REPORTING VIOLATIONS If you know of any violation of our Code of Ethics, you have a responsibility to report it. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. You can report confidentially to: - Your manager or department head - CGC Audit Committee: Thomas M. Rowland - Chairman Eugene D. Barron James M. Brown Larry P. Clemmensen Roberta A. Conroy Paul G. Haaga, Jr. Thomas J. Hamblin J. Dale Harvey Lee Ann Jarrell Ida Levine John V. McLaughlin Donald D. O'Neal John H. Phelan James P. Ryan John H. Smet Antonio Vegezzi Catherine M. Ward J. Kelly Webb William Hurt - Emeritus - Mike Downer or any other lawyer in the CGC Legal Group - Don Wolfe of Deloitte & Touche LLP (CGC's auditors) 2 CGC GIFTS AND ENTERTAINMENT POLICY - CONFLICTS OF INTEREST A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept gifts worth more than $100, excessive business entertainment, loans, or anything else involving personal gain from those who conduct business with the company. In addition, a business entertainment event exceeding $200 in value should not be accepted unless the associate receives permission from the Gifts and Entertainment Policy Committee. POLITICAL CONTRIBUTIONS Finally, in soliciting political or charitable donations from various people in the business community, associates must never allow the present or anticipated business relationships of CGC or any of its affiliates to be a factor in soliciting such contributions. In addition, certain associates are subject to additional restrictions due to their involvement with the American Funds 529 Plans. REPORTING Although the limitations on accepting gifts applies to ALL associates as described above, some associates will be asked to fill out quarterly reports. If you receive a reporting form, you must report any gift exceeding $50 (although it is recommended that you report ALL gifts received) and business entertainment in which an event exceeds $75. GIFTS AND ENTERTAINMENT POLICY COMMITTEE The Gifts and Entertainment Policy Committee oversees administration of and compliance with the Policy. INSIDER TRADING Antifraud provisions of the federal securities laws generally prohibit persons while in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. While investment research analysts are most likely to come in contact with material nonpublic information, the rules (and sanctions) in this area apply to all CGC associates and extend to activities both within and outside each associate's duties. 3 SERVING ON A BOARD OF DIRECTORS OR ADVISORY BOARD CGC associates should obtain authorization prior to serving on the boards of directors or on the advisory boards of public or private companies. In general, associates should refrain from serving on boards of public or private companies. Serving on the board of a charitable organization DOES NOT REQUIRE authorization. In addition, certain CGC associates will be sent a form annually and asked to disclose their board positions. PERSONAL INVESTING POLICY As an associate of the Capital Group companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics and our own policy place a heavy burden on all of us to ensure that the highest standards of honesty and integrity are maintained at all times. There are several rules that must be followed to avoid possible conflicts of interest in personal investments. ALL ASSOCIATES Information regarding proposed or partially completed plans by CGC companies to buy or sell specific securities must not be divulged to outsiders. In addition, associates who receive information about recommendations to purchase or sell securities or impending fund or client account transactions should refrain from trading personally on the information. Favors or preferential treatment from stockbrokers may not be accepted. ASSOCIATES MAY NOT SUBSCRIBE TO ANY INITIAL PUBLIC OFFERING (IPO). Generally, this prohibition applies to spouses of associates and any family member residing in the same household. However, an associate may request that the Personal Investing Committee consider granting an exception under special circumstances. COVERED PERSONS Associates who receive and use investment information relating to current or imminent fund/client transactions in connection with their regular duties are generally considered "covered persons." If you receive a quarterly personal investing reporting form, you are a covered person. 4 Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate is trustee or custodian. A conflict may occur if you, a family member in the same household, a trust or custodianship for which you are trustee or custodian have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security. Additional rules apply to "investment associates" including portfolio counselors/managers, research analysts, traders, portfolio control associates, and investment administration personnel (see below). PROHIBITED TRANSACTIONS - IPO investments - writing puts and calls on securities that are subject to pre-clearance - short sales of securities that are subject to pre-clearance PRE-CLEARANCE OF SECURITIES TRANSACTIONS Covered persons must receive approval before buying or selling securities including (but not limited to): - Stocks of companies (public or private, including purchases through private placements) - Bonds that are rated below A by any rating agency - Venture Capital partnerships (INCLUDING investments in SEQUOIA) - Options (the exercise of options must also be pre-cleared) - Indexes or ETFs that are not mutual funds and are not on the pre-approved list of indexes/ETFs (See Appendix A) You will generally receive a response within one business day. Unless a different period is specified, clearance is good until the close of the NYSE on the day that you check (associates from offices outside the U.S. are usually granted 24 hours clearance). If you have not executed your transaction within this period, you must again pre-clear your transaction. Note that investments in private placements and venture capital partnerships must be pre-cleared and reported and are subject to special review. 5 DE MINIMIS EXCEPTION Covered associates who are not considered investment associates (investment associates include portfolio counselors/managers, research analysts, traders, portfolio control associates and investment administration personnel) and who are not employees of CIKK (a CGC company based in Tokyo) may execute ONE TRANSACTION OF 100 OR FEWER SHARES PER ISSUER PER CALENDAR MONTH without pre-clearance. Larger or more frequent share transactions must be pre-cleared. If an associate pre-clears a larger transaction AND IS DENIED PERMISSION, s/he may not execute a DE MINIMIS transaction without pre-clearance for a period of seven calendar days. REPORTING TRANSACTIONS Covered persons must PROMPTLY submit quarterly reports of certain transactions. You will receive reporting forms each quarter THAT ARE DUE NO LATER THAN 10 DAYS AFTER THE END OF THE QUARTER. Transactions of securities (including fixed-income securities) or options must be pre-cleared as described above and reported except as outlined below: REPORT ONLY (NO NEED TO PRE-CLEAR): - DE MINIMIS transactions (fewer than 100 shares) by non-investment associates - distributions of stock from the Sequoia employee partnerships - gifts or bequests (either receiving or giving) of securities (note that sales of securities received as a gift must be both pre-cleared and reported) - debt instruments rated "A" or above by at least one national rating service - sales pursuant to tender offers - dividend reinvestments - options or futures on currencies - options or futures or purchases or sales of certain index funds. See attached pre-approved list (Appendix A) DO NOT PRE-CLEAR OR REPORT: - open-end investment companies (mutual funds) - money market instruments with maturities of one year or less - direct obligations of the U.S. Government - bankers' acceptances, CDs or other commercial paper - commodities - transactions in accounts that you have completely turned over investment decision-making authority to a professional money manager (see "Professionally Managed Accounts" below) 6 PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH, LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE. SECURITIES ACCOUNTS 1. DISCLOSURE OF ACCOUNTS The following types of accounts must be disclosed: - accounts currently holding securities that are subject to pre-clearance or reporting - accounts that have the ability to hold securities that are subject to pre-clearance or reporting - accounts where you (or immediate family members residing with you) have completely turned over investment decision-making authority to a professional money manager You do not need to disclose accounts that can only hold open-end mutual funds or cash or cash equivalents. 2. DUPLICATE ACCOUNT STATEMENTS AND TRADE CONFIRMATIONS Covered persons should inform their investment broker-dealers that they are employed by an investment organization. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates or any other terms that they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. In addition, covered persons must direct their broker-dealers to send copies of all trade confirmations and account statements for all new or existing accounts on a timely basis to: The Legal Group of The Capital Group Companies, Inc. ALL DOCUMENTS RECEIVED ARE KEPT STRICTLY CONFIDENTIAL.(1) Associates with securities accounts outside the U.S. where the broker is unable to provide duplicate statements and trade confirmations directly, should provide copies to the appropriate locations. - ---------- (1) Information about particular transactions may be provided to an associate's supervisor or appropriate human resources manager by Personal Committee staff where the transactions are in violation of the Policy, may impact the associate's job performance, or raise conflict of interest-related issues. 7 3. PROFESSIONALLY MANAGED ACCOUNTS Transactions and holdings in accounts where you have COMPLETELY turned over decision making authority to a professional money manager (who is not covered by our policy) do not need to be disclosed in quarterly transaction and annual holding reporting forms. HOWEVER: - the existence of the account and account number must be disclosed on the Securities Account Disclosure form - you should have a signed "Professionally Managed Account Exception Memo" on file with the staff of the Personal Investing Committee (except PIM accounts) ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS Covered persons will be required to disclose all personal securities holdings upon commencement of employment (or upon becoming a covered person) and thereafter on an annual basis. Reporting forms will be supplied for this purpose. ANNUAL RECERTIFICATION All covered persons will be required to certify annually that they have read and understood the Personal Investing Policy. Further, covered persons are required to certify at least annually that they have complied with the requirements of the code of ethics and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the code. ADDITIONAL POLICIES FOR "INVESTMENT ASSOCIATES" 1. INVESTMENT ASSOCIATES Unless otherwise specified, the term "investment associates" includes portfolio managers/counselors, research analysts, traders, associates in investment administration, and associates in portfolio control. 2. DISCLOSURE OF PERSONAL OWNERSHIP OF RECOMMENDED SECURITIES Portfolio counselors/managers and analysts will be asked on a regular basis to disclose securities that they own both personally and professionally and, for analysts, securities that they hold personally that are within their research coverage. This disclosure will be reviewed on a periodic basis by the staff of the Personal Investing Committee and may also be reviewed by applicable Investment Committees, Sub-Committees or other appropriate CGC Committees. In addition, to the extent that disclosure has not already been made to the Personal Investing Committee (by including information on the quarterly form), any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns 8 should FIRST disclose such ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation.(2) If you have any questions, you should contact the staff of the Personal Investing Committee. 3. BLACKOUT PERIOD Investment associates may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account that is managed by the company(ies) with which the individual has investment responsibility transacts in that security. If a fund or client account transaction takes place in the seven calendar days following a pre-cleared transaction by an investment associate, the personal transaction will be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Committee may recommend that the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account. 4. BAN ON SHORT-TERM TRADING PROFITS Investment associates are generally prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days. THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION WITHIN 60 DAYS. PERSONAL INVESTING COMMITTEE Any questions or hardships that result from these policies or requests for exceptions should be referred to CGC's Personal Investing Committee. - ---------- (2) Note that this disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines. 9 APPENDIX A BROAD-BASED INDEX FUNDS*
SYMBOL NAME DIA The Dow Industrials DIAMONDS QQQ Nasdaq-100 Index Tracking Stock SPY Standard & Poor's Depositary Receipts DGT streetTRACKS Dow Jones US Global Titan DSG streetTRACKS Dow Jones US Small Cap Growth DSV streetTRACKS Dow Jones US Small Cap Value ELG streetTRACKS Dow Jones US Large Cap Growth ELV streetTRACKS Dow Jones US Large Cap Value FFF The FORTUNE 500 Index Tracking Stock FFX The FORTUNE 500 Index IJH iShares S&P MidCap 400 Index Fund IJJ iShares S&P Midcap 400/BARRA Value IJK iShares S&P Midcap 400/BARRA Growth IJR iShares S&P SmallCap 600 Index Fund IJS iShares S&P SmallCap 600/BARRA Value IJT iShares S&P SmallCap 600/BARRA Growth IKC iShares S&P/TSE 60 Index Fund IOO iShares S&P Global 100 IVE iShares S&P 500/BARRA Value Index Fund IVV iShares S&P 500 Index Fund IVW iShares S&P 500/BARRA Growth Index Fund IWB iShares Russell 1000 Index Fund IWD iShares Russell 1000 Value Index Fund IWF iShares Russell 1000 Growth Index Fund IWM iShares Russell 2000 Index Fund IWN iShares Russell 2000 Value IWO iShares Russell 2000 Growth IWP iShares Russell Midcap Growth IWR iShares Russell Midcap IWS iShares Russell Midcap Value IWV iShares Russell 3000 Index Fund IWW iShares Russell 3000 Value IWZ iShares Russell 3000 Growth IYY iShares Dow Jones U.S. Total Market Index Fund MDY Standard & Poor's MidCap 400 Depositary Receipts MKH MKH Market 2000+ HOLDRs OEF iShares S&P 100 Index Fund VTI Vanguard Total Stock market VIPERs VXF Vanguard Extended Market VIPERs
* Pre-clearance for Broad-based Index Funds is not required, but all trades must be reported on the Quarterly Personal Securities Transaction form. 10 EX-99.B(P)(5) 11 a2091982zex-99_bp5.txt EX-99.B(P)(5) EX-99.B(p)(5) [MORGAN STANLEY LOGO] MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS EFFECTIVE AUGUST 16, 2002 - ---------------------------- (Print Name) The investment advisors, advisors, distribution companies and related service companies listed on the attached SCHEDULE A that operate within Morgan Stanley Investment Management (each; a "Covered Company" and collectively, "Investment Management") have adopted this Code of Ethics (the "Code"). The principal objectives of the Code are (i) to provide policies and procedures consistent with applicable law and regulation, including Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), and Section 204 A of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and (ii) to ensure that the personal trading and other business activities of Employees of Investment Management (defined in Section III. below) are conducted in a manner consistent with applicable law and regulation and the general principles set forth in the Code. Employees of Investment Management are also subject to the "Morgan Stanley Code of Conduct - Securities and Asset Management Businesses" (the "Code of Conduct"). The Code of Conduct can be found on the Morgan Stanley Today intranet site at http://law.corp.msdw.com:8080/portal/cr/code_of_conduct_securities_ assetmgmt_12_7_00.pdf Employees are reminded that they are also subject to other Morgan Stanley Investment Management policies, including policies on insider trading, the receipt of gifts, the handling of all internally distributed proprietary and confidential information, Morgan Stanley Investment Management Senior Loan Firewall Procedures, and service as a director of a publicly traded company. All internally distributed information is proprietary and confidential information and should not be discussed with people outside of Morgan Stanley Investment Management or shared with anybody outside of the Investment Department. I. SUMMARY OF POLICY/PROCEDURES The Code is designed to ensure that all acts, practices and courses of business engaged in by Employees are conducted in accordance with the highest possible standards and to prevent abuses or even the appearance of abuses by Employees relating to their personal trading and other business activity. The Code accomplishes this by requiring, among other things, that Employees: 1 - Pre-clear all personal securities transactions, including transactions in Morgan Stanley securities; - Pre-clear the opening of brokerage accounts and maintain such accounts at Morgan Stanley (exceptions may be granted in unusual circumstances by the Local Compliance Group); - Report all securities transactions on a quarterly basis; - Not enter into a personal transaction in a Covered Security (defined in Section V. below) if there is an open order to purchase or sell that Covered Security for a Fund or a Managed Account (defined in Section II. below); - Not acquire any security in an initial public offering (IPO) or any other public underwriting; - Not acquire any private placements unless special permission is obtained from the Code of Ethics Review Committee (defined in Section VI. below); - Not serve on the board of any company without prior approval from the Code of Ethics Review Committee; - Not sell Covered Securities at a profit unless the Covered Securities have been held for at least 60 days; - Not sell Covered Securities under any circumstances unless the Covered Securities have been held for at least 30 days; - Not purchase any Covered Security sold by the Employee within the previous 30 days; - Not purchase any Covered Security sold by the Employee within the previous sixty days if the purchase price is lower than any sale price within the 60-day period; - Report all holdings on an annual basis and certify annually that they have read and understand the provisions of the Code; - Who are portfolio managers or analysts, or who report to a portfolio manager or analyst, not trade in a security if accounts they manage trade in the same security within the 7 days prior to or 7 days following the Employee's transaction. While the provisions of the Code, including exceptions to its general provisions, are more specifically described below, each Employee should note that with respect to their personal securities transactions, compliance with the Code is a matter of understanding the basic requirements set forth above and making sure that the steps the Employee takes with respect to each personal securities transaction, and their personal investment activity in general, are in accordance with these requirements. Employees with interpretative questions or any other questions are strongly urged to consult with their Local Compliance Group prior to taking the action in question. 2 II. GENERAL PRINCIPLES A. SHAREHOLDER AND CLIENT INTERESTS COME FIRST Every Employee owes a fiduciary duty to the shareholders of registered investment companies (each; a "Fund" and collectively, the "Funds") and to the Managed Account Clients (defined as clients other than registered investment companies including unregistered investment companies, institutional clients and individuals). This means that in every decision relating to investments, every Employee must recognize the needs and interests of the Fund shareholders and the Managed Account Clients, and be certain that at all times the interests of the Fund shareholders and other Managed Account Clients are placed ahead of any personal interest. B. AVOID ACTUAL AND POTENTIAL CONFLICTS OF INTEREST The restrictions and requirements of the Code are designed to prevent behavior, which actually or potentially conflicts, or raises the appearance of actual or potential conflict, with the interests of the Fund shareholders or the Managed Account Clients. It is of the utmost importance that the Personal Securities Transactions of Employees (defined in Section IV below) be conducted in a manner consistent with both the letter and spirit of the Code, including these principles, to ensure the avoidance of any such conflict of interest, or abuse of an individual's position of trust and responsibility. III. ACCESS PERSONS "Access Persons" shall include all directors, officers, and employees of Investment Management as well as certain other persons falling within such definition under Rule 17j-1 under the 1940 Act and such other persons that may be so deemed by each Local Compliance Group from time to time, except those persons who are not officers and directors of an investment adviser under Morgan Stanley Investment Management and who meet the following criteria: (i) directors and officers of Morgan Stanley Distributors, Morgan Stanley Distribution, Morgan Stanley & Co., and Van Kampen Funds Inc. (each a "Distributor" and collectively, the "Distributors") that do not devote substantially all of their working time to the activities (including distribution activities) of an investment adviser under Morgan Stanley Investment Management; (ii) directors and officers of the Distributors that do not, in connection with their regular functions and duties, participate in, obtain information with respect to, or make recommendations as to, or purchase and sell securities on behalf of a Fund or a Managed Account Client; and (iii) directors and officers of the Distributors that do not have access to information regarding the day-to-day investment activities of Investment Management shall not be deemed Access Persons. Such persons are, however, subject to the Code of Conduct. The Local 3 Compliance Group for each Covered Company will identify all Access Persons of Investment Management and notify them of their pre-clearance and reporting obligations at the time they become an Access Person. Access Persons will be referred to as "Employees" throughout the Code. Employees with questions concerning their status as Access Persons are urged to consult with their Local Compliance Group. IV. GROUNDS FOR DISQUALIFICATION FROM EMPLOYMENT Pursuant to the terms of Section 9 of the 1940 Act, no director, officer or employee of a Covered Company may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee: A. within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of their conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the Commodity Exchange Act; or B. is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security. It is your obligation to immediately report any conviction or injunction falling within the foregoing provisions to the Chief Legal or Compliance Officer of Investment Management. V. PERSONAL SECURITIES TRANSACTIONS A. PROHIBITED CONDUCT No Employee shall buy or sell any "Covered Security" (defined as all securities, including any option to purchase or sell, and any security convertible into or exchangeable for such securities, with the exception of those described in sub- 4 section C.3. below) for his/her own account or for an account in which the individual has, or as a result of the transaction acquires, any direct or indirect "beneficial ownership" (referred to herein as a "Personal Securities Transaction") unless: 1. pre-clearance of the transaction has been obtained; and 2. the transaction is reported in writing to the Local Compliance Group in accordance with the requirements below. B. RESTRICTIONS AND LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS Except where otherwise indicated, the following restrictions and limitations govern investments and personal securities transactions by Employees: 1. Covered Securities (defined in sub-section A. above) purchased may not be sold until at least 30 calendar days from the purchase trade date and may not be sold at a profit until at least 60 calendar days from the purchase trade date. Covered Securities sold may not be repurchased until at least 30 calendar days from the sale trade date. In addition, Covered Securities sold may not be purchased at a lower price until at least 60 calendar days from the sale trade date. Any violation may result in disgorgement of all profits from the transactions as well as other possible sanctions. 2. No short sales are permitted. 3. No transactions in options or futures are permitted, except that listed options may be purchased, and covered calls written. No option may be purchased or written if the expiration date is less than 60 calendar days from the date of purchase. No option position may be closed at a profit less than 60 calendar days from the date it is established. 4. No Employee may acquire any security in an initial public offering (IPO) or any other public underwriting. No Employee shall purchase shares of a registered investment company that is managed by a Covered Company if such investment company is not generally available to the public, unless the vehicle is designed for Morgan Stanley employees and there is no intention of it becoming public in the future. 5a. Private placements of any kind may only be acquired with special permission from the Code of Ethics Review Committee and, if approved, will be subject to continuous monitoring by the Local Compliance Group for possible future conflict. Any Employee wishing to request approval for 5 private placements must complete a Private Placement Approval Request Form and submit the form to the Local Compliance Group. A copy of the Private Placement Approval Request Form, which may be revised from time to time, is attached as EXHIBIT A. Where the Code of Ethics Review Committee approves any acquisition of a private placement, its decision and reasons for supporting the decision will be documented in a written report, which is to be kept for five years by the Local Compliance Group after the end of the fiscal year in which the approval was granted. 5b. Any Employee who has a personal position in an issuer through a private placement must affirmatively disclose that interest if such person is involved in consideration of any subsequent investment decision by a Fund or Managed Account regarding any security of that issuer or its affiliate. In such event, the President or Chief Investment Officer of Investment Management shall independently determine the final investment decision. Written records of any such circumstance shall be sent to the Local Compliance Group and maintained for a period of five years after the end of the fiscal year in which the approval was granted. Restrictions 6.a. and 6.b. apply only to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of Investment Management. Restriction 6.c. applies only to personnel in the trading department of each Covered Company. 6a. No purchase or sale transaction may be made in any Covered Security by any portfolio manager or research analyst (or person reporting to a portfolio manager or research analyst) for a period of 7 calendar days before or after that Covered Security is bought or sold by any Fund (other than Morgan Stanley Value-Added Market Series, Morgan Stanley Select Dimensions Investment Series - Value-Added Market Portfolio, and Morgan Stanley index funds, or Portfolios) or any Managed Account (other than index-based Managed Accounts) for which such portfolio manager or research analyst (or person reporting to a portfolio manager or research analyst) serves in that capacity. 6b. The definition of portfolio manager shall also extend to any person involved in determining the composition of the portfolios of Funds that are UITs or who have knowledge of a composition of a UIT portfolio prior to deposit. These individuals shall not buy or sell a Covered Security within 7 calendar days before or after such Covered Security is included in the initial deposit of a UIT portfolio. 6 6c. No purchase or sale transaction may be made in any Covered Security traded through the appropriate Covered Company's trading desk(s) (as determined by the Local Compliance Group) by any person on that trading desk at the same time that any Fund (other than Morgan Stanley Value-Added Market Series, Morgan Stanley Select Dimensions Investment Series-Value-Added Market Portfolio, and Morgan Stanley index funds, or Portfolios) or any Managed Account (other than index-based Managed Accounts) has a pending purchase or sale order in that same Covered Security. 6d. Any transaction by persons described in sub-sections 6.a., 6.b., and 6.c. above within such enumerated period may be required to be reversed, if applicable, and any profits or, at the discretion of the Code of Ethics Review Committee, any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Fund or Managed Account during the enumerated period, will be subject to disgorgement; other sanctions may also be applied. 7. No Employee shall purchase or sell any Covered Security which to their knowledge at the time of such purchase or sale: (i) IS BEING CONSIDERED for purchase or sale by a Fund or a Managed Account; or (ii) IS BEING purchased or sold by a Fund or a Managed Account. With respect to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of a Covered Company, no such persons may purchase shares of a closed-end investment company over which such person exercises investment discretion. 8. If a transaction is not executed on the day pre-clearance is granted, it is required that pre-clearance be sought again on a subsequent day (i.e., open orders, such as limit orders, good until cancelled orders and stop-loss orders, must be cleared each day until the transaction is effected). 9. Employees shall not participate in investment clubs. IMPORTANT: Regardless of the limited applicability of Restrictions 6.a., 6.b., and 6.c. each Local Compliance Group monitors all transactions by Employees in all locations in order to ascertain any pattern of conduct that may evidence actual or potential conflicts with the principles and objectives of the Code, including a pattern of front-running. The Compliance Group of each Covered Company: (i) on a quarterly basis, will provide the Boards of Directors/Trustees of the Funds it manages with a written report that describes any issues that arose during the previous quarter under the Code and, if applicable, any Funds' Sub-Adviser's Code of Ethics, including but not limited to, information about material violations 7 and sanctions imposed in response to the material violations; and (ii) on an annual basis, will certify that each Covered Company has adopted procedures reasonably necessary to prevent its Employees from violating the Code. Also, as stated elsewhere in this Code, any violation of the foregoing restrictions may result in disgorgement of all profits from the transactions as well as other possible sanctions. C. PRE-CLEARANCE REQUIREMENT 1. PROCEDURES (a) FROM WHOM OBTAINED All Employees are required to obtain pre-clearance of a Personal Securities Transaction by: (i) confirming that no open orders exist in the same or related security with the appropriate trading desk(s) (as determined by the Local Compliance Group); and (ii) having the transaction approved by the Local Compliance Group. Portfolio managers and research analysts (or persons reporting to portfolio managers or research analysts) of Investment Management seeking approval for a Personal Securities Transaction must obtain an additional approval signature from a designated Senior Portfolio Manager (prior to pre-clearance from the Local Compliance Group). Trading desk personnel at any Covered Company seeking approval for a Personal Securities Transaction must obtain an additional approval signature from their immediate supervisor prior to pre-clearance from the Local Compliance Group. A copy of the Personal Securities Transaction Approval Form, which may be revised from time to time, is attached as EXHIBIT B. Each Local Compliance Group has implemented procedures reasonably designed to monitor purchases and sales effected pursuant to these pre-clearance procedures. (b) PERMITTED BROKERAGE ACCOUNTS All securities transactions must be made through a Morgan Stanley brokerage account(1). No other brokerage accounts are permitted unless special permission is obtained from the Local Compliance - ---------- (1) Morgan Stanley brokerage account shall mean an account with an affiliated Morgan Stanley broker in the Employee's local jurisdiction. 8 Group. If an Employee maintains an account(s) outside of Morgan Stanley, that Employee must transfer his/her account(s) to a Morgan Stanley brokerage account as soon as practical (generally thirty days or less). Failure to do so will be considered a significant violation of the Code. In the event permission to maintain an outside brokerage account is granted by the Local Compliance Group, it is the responsibility of the Employee to arrange for duplicate confirmations of all securities transactions and monthly brokerage statements to be sent to the Local Compliance Group. Prior to opening a Morgan Stanley brokerage account, Employees must obtain approval from their Local Compliance Group. No Employee may open a brokerage account unless a completed and signed copy of a Morgan Stanley Employee Account Request Form is submitted to the Local Compliance Group for approval. A copy of the Morgan Stanley Employee Account Request Form, which may be revised from time to time, is attached as EXHIBIT C. After account has been opened, Employees are responsible for reporting their Morgan Stanley account number to the Local Compliance Group. (c) PERSONAL SECURITIES TRANSACTION APPROVAL FORM Pre-clearance must be obtained by completing and signing the Personal Securities Transaction Approval Form, provided for that purpose, and obtaining the proper pre-clearance signatures. The Approval Form must also indicate, as applicable, the name of the individual's financial advisor, the branch office numbers, as well as other required information. If an Employee has more than one account under his/her control, the Employee must indicate for which account the trade is intended on the Personal Securities Transaction Approval Form. Employees are required to have duplicate copies of their trade confirms and account statements (which can be electronically transmitted) sent to the Local Compliance Group for each account the Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership (as defined in sub-section C.4. below). (d) FILING After all required signatures are obtained, the Personal Securities Transaction Approval Form must be filed with the Local Compliance 9 Group by noon of the day following execution of the trade for filing in the respective individual's Code of Ethics file. The Employee should retain a copy for his/her records. (The Local Compliance Group will also retain a copy of the form if a pre-clearance request is denied.) 2. FACTORS CONSIDERED IN PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS In reviewing any trade for approval, the following factors, among others, will generally be considered in determining whether or not to clear a proposed transaction: (a) Whether the amount or the nature of the transaction, or the person making it, is likely to affect the price or market of security that is held by a Fund or a Managed Account Client. (b) Whether the purchase or sale transaction of the Covered Security by the Employee: (i) IS BEING CONSIDERED for purchase or sale by a Fund or a Managed Account; or (ii) IS BEING purchased or sold by a Fund or a Managed Account Client. (c) Whether the individual making the proposed purchase or sale is likely to benefit from purchases or sales being made or considered on behalf of any Fund or a Managed Account Client. (d) Whether the transaction is non-volitional on the part of the individual. (e) Whether the transaction is conducted in a manner that is consistent with the Code to avoid any potential for appearance of impropriety. In addition to the requirements set forth in the Code, the Local Compliance Group and/or, if applicable, designated Senior Portfolio Manager/immediate trading room supervisor (as appropriate), in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in their sole discretion without being required to specify any reason for the refusal. 3. EXEMPT SECURITIES (a) The securities listed below are exempt from: (i) the restrictions of Section V., sub-sections B.1., B.6. and B.7.; (ii) the pre-clearance requirements; and (iii) the initial, quarterly and annual reporting requirements. Accordingly, it is not necessary to obtain pre- 10 clearance for Personal Securities Transactions in any of the following securities, nor is it necessary to report such securities in the quarterly transaction reports or the initial and annual securities holdings list: (i) Direct obligations of the United States Government(2); (ii) Bank Certificates of Deposit; (iii) Bankers' Acceptances; (iv) Commercial Paper; (v) High Quality Short-Term Debt Instruments (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of less than 366 days that is rated in one of the two highest categories by a Nationally Recognized Statistical Rating Organization); and (vi) Shares of open-end investment companies (mutual funds). (Exchange Traded Funds ("ETFs") and Closed-end funds must be pre-cleared and are subject to all other reporting requirements.) (b) Transactions in redeemable Unit Investment Trusts are exempt from the restrictions contained in Section V., sub-sections B.1., B.6. and B.7 and the pre-clearance requirement of Section V., sub-section C., but are subject to the initial, quarterly and annual reporting requirements of Section V., sub-section D. (c) All Employees wishing to participate in an issuer's direct stock purchase plan or automatic dividend reinvestment plans must submit a memorandum to the Local Compliance Group stating the name and the amount to be invested in the plan. Any sale transactions from an automatic dividend reinvestment plan must be pre-approved. Purchases under an issuer's direct stock purchase plan or automatic dividend reinvestment plan are exempt from the restrictions contained in sub-sections B.1., B.6. and B.7. and the pre-clearance requirement but are subject to the initial, quarterly and annual reporting requirements. (d) Holdings and transactions in MWD stock(3) are subject to the initial, quarterly and annual reporting requirements as well as the 30-day holding period restriction and the 60-day short swing profit restriction and the pre-clearance requirements described above. The - ---------- (2) Includes securities that carry full faith and credit of the U.S. government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries. (3) In connection with the sale of MWD stock, periodic purchases through employer sponsored equity purchase plans shall not be looked to in calculating the 30-day holding period restriction or the 60-day short swing profit restriction., 11 restrictions imposed by Morgan Stanley on Senior Management and other persons in connection with transactions in MWD stock are in addition to this Code, and must be observed to the extent applicable. Employees are required to read the Code of Conduct for a listing of specific restrictions and limitations relating to the purchase or sale of MWD stock. (e) Employees may maintain fully discretionary accounts managed by either an internal or external registered investment adviser provided that each of the following conditions are met: (i) the investment program is offered by Morgan Stanley; (ii) the portfolio manager's strategy/investment discipline/investment program offered/utilized is the same for both Employee and non-Employee client accounts; (iii) written permission is obtained from the Director of Compliance and the Chief Investment Officer (or their designees) prior to opening a fully discretionary account; (iv) written certification is obtained stating that there will be no communication between the portfolio manager and the Employee with regard to investment decisions prior to execution; and (v) Employee accounts will be treated no differently from non-Employee accounts. The Employee must designate duplicate copies of trade confirmations and monthly statements to be sent to the Compliance Department. To the extent that an Employee directs trades for tax purposes, that Employee shall obtain pre-clearance for each transaction from his/her Local Compliance Group. 4. ACCOUNTS COVERED An Employee must obtain pre-clearance for any Personal Securities Transaction if such Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the security. The term "beneficial ownership" shall be interpreted with reference to the definition contained in the provisions of Section 16 of the Securities Exchange Act of 1934. Generally, a person is regarded as having beneficial ownership of securities held in the name of: (a) the individual; or (b) a husband, wife or a minor child; or (c) a relative sharing the same house; or 12 (d) other person if the Employee: (i) obtains benefits substantially equivalent to ownership of the securities; (ii) can obtain ownership of the securities immediately or at some future time; or (iii) can have investment discretion or otherwise can exercise control. The following circumstances constitute Beneficial Ownership by an Employee of securities held by a trust: (a) Ownership of securities as a trustee where either the Employee or members of the Employee's immediate family have a vested interest in the principal or income of the trust. (b) Estate or trust accounts in which the Employee has the power to effect investment decisions, unless a specific exemption is granted. (c) Any Employee who is a settlor of a trust is required to comply with all the provisions of the Code, unless special exemption in advance is granted by the Local Compliance Group and: (i) the Employee does not have any direct or indirect beneficial interest in the trust; (ii) the Employee does not have the direct or indirect power to effect investment decisions for the trust, and (iii) the consent of all the beneficiaries is required in order for the Employee to revoke the trust. It is the responsibility of the Employee to arrange for duplicate confirmations of all securities transactions and monthly statements to be sent to the Local Compliance Group. The final determination of beneficial ownership is a question to be determined in light of the facts of each particular case. If there are any questions as to beneficial ownership, please contact your Local Compliance Group. 5. EXEMPTION FROM PRE-CLEARANCE REQUIREMENT Pre-clearance is not required for any account where the Employee does not have direct or indirect beneficial ownership. In case of doubt as to whether an account is covered by the Code, Employees must consult with their Local Compliance Group. 13 D. REPORT OF TRANSACTIONS 1. TRANSACTIONS AND ACCOUNTS COVERED (a) All Personal Securities Transactions in Covered Securities must be reported in the next quarterly transaction report after the transaction is effected. The quarterly report shall contain the following information: (i) The date of the transaction, the title, interest rate and maturity date (if applicable), number of shares and principal amount of each security involved; (ii) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (iii) The price at which the purchase or sale was effected; (iv) The name of the broker, dealer, or bank with, or through which, the purchase or sale was effected; and (v) The date the report was submitted to the Local Compliance Group by such person. In addition, any new brokerage account(s) opened during the quarter without approval from the Local Compliance Group as well as the date(s) the account(s) was (were) opened must be reported. The report must contain the following information: (i) The name of the broker, dealer, or bank with whom the account was established; (ii) The date the account was established; and (iii) The date the report was submitted to the Local Compliance Group. (b) An Employee need not make a quarterly transaction report if he/she: (i) maintains only a Morgan Stanley brokerage account AND the report would duplicate information contained in the broker trade confirms, system generated reports or account statements received by the Local Compliance Group; and (ii) has not opened any new 14 brokerage accounts or mutual fund accounts with brokerage facilities without obtaining approval from their Local Compliance Group during the quarter. 2. TIME OF REPORTING (a) INITIAL LISTING OF SECURITIES HOLDINGS AND BROKERAGE ACCOUNTS REPORT Each Employee must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to their Local Compliance Group disclosing: (i) all Covered Securities, including private placement securities, beneficially owned by the Employee listing the title of the security, number of shares held, and principal amount of the security; (ii) the name of the broker dealer or financial institution where the Employee maintains a personal account; and (iii) the date the report is submitted by the Employee. New Access Persons will be required to provide a listing as of the date such person becomes an Access Person of all holdings in Covered Securities and all outside brokerage accounts and mutual fund accounts with brokerage facilities. This report must be provided no later than 10 calendar days after a person becomes an Access Person. (b) QUARTERLY SECURITIES TRANSACTIONS AND NEW BROKERAGE ACCOUNT(S) REPORTS Quarterly Securities Transactions and New Brokerage Account(s) Reports must be submitted by Employees within 10 calendar days after the end of each calendar quarter. Any new brokerage account(s) opened during the quarter without their Local Compliance Group's prior approval, as well as the date(s) the account(s) was (were) opened, must be reported within 10 calendar days after the end of each calendar quarter. (c) ANNUAL LISTING OF SECURITIES HOLDINGS REPORTS AND CERTIFICATION OF COMPLIANCE The Annual Listing of Securities Holdings Report and Certification of Compliance requires all Employees to provide an annual listing of holdings of: (i) all Covered Securities beneficially owned, listing the title of the security, number of shares held, and principal amount of the security as of December 31 of the preceding year, (ii) the name of any broker dealer or financial institution where the account(s) in which Covered Securities were maintained, as of 15 December 31 of the preceding year; and (iii) the date the report is submitted. This report must be provided no later than 30 calendar days after December 31 each year. In the case of Employees maintaining Morgan Stanley brokerage accounts for which broker trade confirms, system generated reports or account statements are already received on a quarterly basis by the Local Compliance Group, an annual certification (Certification of Compliance) that the holdings information already provided to the Local Compliance Group accurately reflects all such holdings will satisfy the aforementioned requirement. 3. FORM OF REPORTING The Initial Listing of Securities Holdings and Brokerage Accounts Report, Quarterly Securities Transactions and New Brokerage Account(s) Reports, and the Annual Listing of Securities Holdings Report and Certification of Compliance must be completed on the appropriate forms, attached as EXHIBITS D, E, AND F respectively, which would be provided by each Local Compliance Group. By not submitting a quarterly transaction report form, an Employee will be deemed to have represented that such person has: (i) executed reportable transactions only in accounts listed with the Local Compliance Group; or (ii) only traded securities exempt from the reporting requirements. Copies of the Initial Listing of Securities Holdings Report and Brokerage Accounts Report, Quarterly Securities Transactions and New Brokerage Account(s) Reports, and the Annual Listing of Securities Holdings Report and Certification of Compliance, which may be revised from time to time, are attached as EXHIBITS D, E, AND F, respectively. 4. RESPONSIBILITY TO REPORT The responsibility for reporting is imposed on each individual required to make a report. Any effort by a Covered Company to facilitate the reporting process does not change or alter that individual's responsibility. 5. LEAVE OF ABSENCE Employees on leave of absence may not be subject to the pre-clearance and reporting provisions of the Code, provided that, during their leave period, they: (i) do not participate in, obtain information with respect to, make recommendations as to, or make the purchase and sale of securities on behalf of a Fund or a Managed Account Client; and (ii) do not have access to information regarding the day-to-day investment activities of Investment Management. 16 6. WHERE TO FILE REPORT All reports must be filed by Employees with their Local Compliance Group. 7. RESPONSIBILITY TO REVIEW Each Local Compliance Group will review all Initial Listing of Securities Holdings and Brokerage Accounts Reports, Quarterly Securities Transactions and New Brokerage Account(s) Reports, and Annual Listing of Securities Holdings Reports and Certification of Compliance, filed by Employees, as well as broker confirmations, system generated reports, and account statements. VI. REVIEW COMMITTEE A Code of Ethics Review Committee, consisting of the President/Chief Operating Officer, Chief Investment Officer, Chief Legal Officer, and the Chief Administrative Officer - Investments of Morgan Stanley Investment Management or their designees will review and consider any proper request of an Employee for relief or exemption from any restriction, limitation or procedure contained herein consistent with the principles and objectives outlined in this Code. The Committee shall meet on an ad hoc basis, as it deems necessary, upon written request by an Employee stating the basis for the requested relief. The Committee's decision is within its sole discretion. VII. SERVICE AS A DIRECTOR No Employee may serve on the board of any company without prior approval of the Code of Ethics Review Committee. If such approval is granted, it will be subject to the implementation of information barrier procedures to isolate any such person from making investment decisions for Funds or Managed Accounts concerning the company in question. VIII. GIFTS No Employee shall accept directly or indirectly anything of value, including gifts and gratuities, in excess of $100 per year from any person or entity that does business with any Fund or Managed Account, not including occasional meals or tickets to theater or sporting events or other similar entertainment(4). - ---------- (4) For MSAITM-Tokyo, the receipt of gifts shall not be in excess of Y20,000 per year. For MSIM-Mumbai, the receipt of gifts shall not be in excess of INR 4,500. For MSIM-Singapore, the receipt of gifts shall not be in excess of SGD 170. For MSIM-Ltd, the receipt of gifts shall not be in excess of Europe L50 or equivalent. 17 IX. SANCTIONS Upon discovering a violation of this Code, Investment Management may impose such sanctions as they deem appropriate, including a reprimand (orally or in writing), demotion, suspension or termination of employment and/or other possible sanctions. The President/Chief Operating Officer of Investment Management and the Chief Legal Officer or Compliance Officer together, are authorized to determine the choice of sanctions to be imposed in specific cases, including termination of employment. X. EMPLOYEE CERTIFICATION Employees are required to sign a copy of this Code indicating their understanding of, and their agreement to abide by the terms of this Code. In addition, Employees will be required to certify annually that: (i) they have read and understand the terms of this Code and recognize the responsibilities and obligations incurred by their being subject to this Code; and (ii) they are in compliance with the requirements of this Code, including but not limited to the reporting of all brokerage accounts, and the pre-clearance of all non-exempt Personal Securities Transactions in accordance with this Code. I have read and understand the terms of the above Code. I recognize the responsibilities and obligations, including but not limited to my quarterly transaction, annual listing of holdings, and initial holdings reporting obligations (as applicable), incurred by me as a result of my being subject to this Code. I hereby agree to abide by the above Code. - ----------------------------------- ----------------------------- (Signature) (Date) - ----------------------------------- (Print name) TO COMPLETE THE ACKNOWLEDGEMENT PROCESS YOU MUST ELECTRONICALLY ACKNOWLEDGE BY CLICKING ON YOUR BROWER'S BACK BUTTON TO REACH THE ACKNOWLEDGEMENT SCREEN. YOU MUST ALSO PRINT THE ACKNOWLEDGEMENT FORM [LINK], SIGN AND RETURN IT TO YOUR LOCAL COMPLIANCE GROUP [LINK] BY AUGUST 30, 2002. MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS DATED: AUGUST 16, 2002 18 SCHEDULE A MORGAN STANLEY INVESTMENT ADVISORS INC. ("ADVISORS") MORGAN STANLEY INVESTMENT MANAGEMENT INC. ("MSIM") MORGAN STANLEY INVESTMENT GROUP INC. ("MSIG") MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED ("MSIM-LTD.") MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY ("MSIM-SINGAPORE") MORGAN STANLEY ASSET & INVESTMENT TRUST MANAGEMENT CO., LIMITED ("MSAITM-TOKYO") MORGAN STANLEY INVESTMENT MANAGEMENT PRIVATE LIMITED ("MSIM MUMBAI") MORGAN STANLEY INVESTMENTS LP ("MSI-LP") MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP ("AIP-LP") MORGAN STANLEY AIP GP LP ("AIP GP-LP") MORGAN STANLEY SERVICES COMPANY INC. ("SERVICES") MORGAN STANLEY DISTRIBUTORS INC. ("MORGAN STANLEY DISTRIBUTORS") MORGAN STANLEY DISTRIBUTION, INC. ("MORGAN STANLEY DISTRIBUTION") MORGAN STANLEY & CO. INCORPORATED ("MORGAN STANLEY & CO.") VAN KAMPEN INVESTMENT ADVISORY CORP. ("VKIAC") VAN KAMPEN ASSET MANAGEMENT INC. ("VKAM") VAN KAMPEN ADVISORS INC. ("VK ADVISORS") VAN KAMPEN INVESTMENTS, INC. ("VK INVESTMENTS") VAN KAMPEN FUNDS INC. ("VK FUNDS") 19 EX-99.B(P)(6) 12 a2091982zex-99_bp6.txt EX-99.B(P)(6) EX-99.B(p)(6) EFFECTIVE FEBRUARY 15, 2002 OECHSLE INTERNATIONAL ADVISORS, LLC OIA MANAGEMENT COMPANY, LLC OECHSLE INTERNATIONAL ADVISORS, LIMITED CODE OF ETHICS This is the Code of Ethics (the "Code") of Oechsle International Advisors, LLC, OIA Management Company, LLC and Oechsle International Advisors, Limited (collectively and individually referred to as the "Firm"). THINGS YOU NEED TO KNOW TO USE THIS CODE 1. Terms in BOLDFACE TYPE have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code. 2. To understand what parts of this Code apply to you, you need to know whether you fall into one of these categories: ACCESS PERSON INVESTMENT PERSON (ALL OF WHOM ARE ALSO ACCESS PERSONS) If you don't know, ask the CODE OFFICER, Martin Dyer, and in his absence, Paula N. Drake. This Code has three sections: Part I--Applies to All Personnel Part II--Applies to ACCESS PERSONS and INVESTMENT PERSONS Part III--Definitions There are also five Reporting Forms that ACCESS PERSONS have to fill out under this Code. You can get copies of the Reporting Forms from the CODE OFFICER. According to the Firm's policy all employees are ACCESS PERSONS. A consultant retained by the Firm may also be an ACCESS PERSON, if he or she is designated as an ACCESS PERSON, in writing, by the CODE OFFICER. 3. The Code Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances; however: - the Firm expects that waivers will be granted only in rare instances, and - some provisions of the Code that are mandated by SEC rule cannot be waived. 2 PART I--APPLIES TO ALL PERSONNEL GENERAL PRINCIPLES The Firm is a fiduciary for its investment advisory and sub-advisory clients. Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to: - use for their own benefit (or the benefit of anyone other than the client) information about a Firm's trading or recommendations for client accounts; or - take advantage of investment opportunities that would otherwise be available for a Firm's clients. Also, as a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, from our relationships with our clients, or with the brokerage community. The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code. The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or any combination of the foregoing. Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct. If you have any doubt or uncertainty about what this Code requires or permits, you should ask the CODE OFFICER. 3 GIFTS TO OR FROM BROKERS OR CLIENT No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodation from a vendor, broker, securities salesman, client or prospective client (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of such personnel's responsibilities to the Firm, its clients, or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the FAMILY/HOUSEHOLD of Firm personnel. No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient. In no event should gifts to or from any one business contact in any calendar year have a value that exceeds $250. These policies are not intended to prohibit normal business entertainment or activities, such as: (a) occasional lunches or dinners conducted for business purposes. (b) occasional cocktail parties or similar social gatherings conducted for business purposes; (c) occasional attendance at theater, sporting or other entertainment events; and (d) small gifts, usually in the nature of reminder advertising, such as pens, calendars, etc. SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all of its employees from serving as officers or members of the board of any other entity, except with the advance written approval of the Firm. Approval must be obtained through the CODE OFFICER, and will ordinarily require consideration by senior officers or the Executive Committee of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm. 4 PART II--APPLIES TO ACCESS PERSONS AND INVESTMENT PERSONS A. REPORTING REQUIREMENTS NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of COVERED SECURITY, FAMILY/HOUSEHOLD and BENEFICIAL OWNERSHIP in the "Definitions" section at the end of this Code. ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports. 1. INITIAL HOLDINGS REPORTS No later than 10 days after you become an ACCESS PERSON, you must file with the CODE OFFICER a Holdings Report on Form A (copies of all reporting forms are available from the CODE OFFICER). Personnel who are ACCESS PERSONS on/or before May 1, 2000 must file an Initial Holdings Report on Form A with the CODE OFFICER by June 30, 2000. Form A requires you to list all COVERED SECURITIES in which you (or members of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires you to list all brokers, dealers and banks where you maintained an account in which ANY securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on the date you became an Access Person Form A also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if applicable, an INVESTMENT PERSON under the Code. 5 2. QUARTERLY TRANSACTION REPORTS No later than 10 days after the end of March, June, September and December each year, you must file with the CODE OFFICER a Quarterly Transactions Report on Form B. Form B requires you to list all transactions during the most recent calendar quarter in COVERED SECURITIES, in which transactions you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. It also requires you to list all brokers, dealers and banks where you or a member of your FAMILY/HOUSEHOLD established an account in which ANY securities (not just COVERED SECURITIES) were held during the quarter for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD. 3. ANNUAL HOLDINGS REPORTS By January 31 of each year, you must file with the CODE OFFICER an Annual Holdings Report on Form C. Form C requires you to list all COVERED SECURITIES in which you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of January 1 of that year. It also requires you to list all brokers, dealers and banks where you or a member of your FAMILY/HOUSEHOLD maintained an account in which ANY securities (not just COVERED SECURITIES) were held for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on January 1 of that year. Form C also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if applicable, an INVESTMENT PERSON under the Code. 4. DUPLICATE CONFIRMATION STATEMENTS. If you or any member of your FAMILY/HOUSEHOLD has a securities account with any broker, dealer or bank, you or your FAMILY/HOUSEHOLD member must direct that broker, dealer or bank to send, directly to the Firm's CODE OFFICER, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account. 6 B. TRANSACTION RESTRICTIONS 1. PRECLEARANCE You and members of your FAMILY/ HOUSEHOLD are prohibited from engaging in any transaction in a COVERED SECURITY for any account in which you or a member of your FAMILY/HOUSEHOLD has any BENEFICIAL OWNERSHIP, unless you obtain, in advance of the transaction, written preclearance on Form D for that transaction. Once obtained, preclearance is valid only for the day on which it is granted. The CODE OFFICER may revoke a preclearance any time after it is granted and before you execute the transaction. The CODE OFFICER may deny or revoke preclearance for any reason. Except as noted in the Code, preclearance will not be granted for any COVERED SECURITY if, to the knowledge of the HEAD TRADER, the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security). The preclearance requirements do not apply to the following categories of transactions; HOWEVER, REPORTING REQUIREMENTS DO APPLY UNLESS A SECURITY IS NOT A COVERED SECURITY: - Transactions in COVERED SECURITIES issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof. - Transactions in futures and options contracts on currencies or interest rate instruments or indexes, and options on such contracts. - Transactions that occur by operation of law, or under any other circumstance, in which neither the ACCESS PERSON nor any member of his or her FAMILY/HOUSEHOLD exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. - Purchases of COVERED SECURITIES pursuant to an automatic dividend reinvestment plan or direct investment plan, which allow the purchase of securities from the issuer on a systematic, recurrent basis without transacting through a broker-dealer. 7 - Transactions in COVERED SECURITIES for a hedge fund, or similar private organized investment pool managed by the Firm. - Transactions pursuant to the exercise of rights issued pro rata, to all holders of the class of COVERED SECURITIES, held by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) and received by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) from the issuer, or a tender offer received by the ACCESS PERSON (or FAMILY/HOUSEHOLDER member) from the issuer or a third party. Examples may include purchases of COVERED SECURITIES pursuant to the exercise of warrants or rights granted by an issuer to its shareholders; or in connection with an opportunity, extended by an issuer to its shareholders as an incident of owning shares of the issuer's securities, to purchase shares at a discount or transactions entered into pursuant to either a cash or stock tender offer by an issuer or a third party. X Transactions in investment companies that are: - exchange traded, domestically (US) registered index-based, closed-end funds ("closed-end index funds"), - publicly offered shares organized under the laws of a foreign country in the form of continuously offered open-end funds or foreign unit trusts ("foreign mutual funds"), or - publicly offered shares organized under the laws of a foreign country in the form of index-based, closed-end funds ("foreign closed-end index funds"). X Purchases or sales of municipal bonds of US issuers. X Transactions in estate, trust or other accounts (the "Account"), through which an ACCESS PERSON (or FAMILY/HOUSEHOLD member) has beneficial interest, or discretionary accounts of an ACCESS PERSON (or FAMILY/HOUSEHOLD member) managed by a registered investment advisor, broker-dealer, private bank or similar firm or individual (the "Advisor ") when the ACCESS PERSON: - maintains no direct / indirect control or influence over the Account and the Advisor has full investment discretion. 8 - agrees to avoid any communication with the trustee or Advisor with regard to investment decisions prior to execution. - notifies the trustee or Advisor that transactions in the Account are limited to: domestic (US) equities, US corporate, government and agency fixed income securities and fixed income securities otherwise excepted from pre-clearance. (Transactions in foreign equities are NOT excepted from pre-clearance nor are tractions in private placements and initial public offerings or through investment club accounts.) - certifies in writing to the Code Officer that they retain no investment / trading authority and exercise no direct or indirect influence over transactions in the Account. - makes other representations and / or fulfills other requirements as deemed necessary by the Code Officer. - directs the trustee or the Advisor to furnish copies of all transaction confirmations and account statements promptly to the Compliance Department. 2. INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS Neither you nor any member of your FAMILY/HOUSEHOLD may acquire any BENEFICIAL OWNERSHIP in any COVERED SECURITY in a private placement or an initial public offering except with the specific, advance written approval on Form E, which may be denied for any reason. 3. PARTICIPATION IN INVESTMENT CLUBS AND NON-OECHSLE PRIVATE POOLED VEHICLES Neither you nor any member of your FAMILY/HOUSEHOLD may participate in an investment club or invest in a hedge fund, or similar private organized investment pool, other than one managed by the Firm, without express written permission on Form E, which may be denied for any reason. 9 C. 15-DAY BLACKOUT PERIOD Except as provided by this Section C, no ACCESS PERSON (including any member of the FAMILY/HOUSEHOLD of such ACCESS PERSON) may purchase or sell any COVERED SECURITY within the seven calendar days immediately before or after a calendar day on which any client account managed by the Firm purchases or sells that COVERED SECURITY (or any closely related security, such as an option or a related convertible or exchangeable security), unless the ACCESS PERSON had no actual knowledge that the COVERED SECURITY (or any closely related security) was being considered for purchase or sale for any client account. If any such transactions occur, the Firm may require any profits from the transactions to be disgorged for donation by the Firm to charity. Notwithstanding the foregoing, an ACCESS PERSON may purchase a COVERED SECURITY within seven calendar days immediately after a calendar day on which any client account managed by the Firm purchased such COVERED SECURITY, or may sell a COVERED SECURITY within seven calendar days immediately after a calendar day on which any client account sold such COVERED SECURITY; provided that the HEAD TRADER confirms to the CODE OFFICEr that there are no unfilled orders for that COVERED SECURITY placed with a broker. NOTE: EXCEPT AS PROVIDED BY THE PRECEDING SENTENCE, THE TOTAL BLACKOUT PERIOD IS 15 DAYS (THE DAY OF THE CLIENT TRADE, PLUS SEVEN DAYS BEFORE AND SEVEN CALENDAR DAYS IMMEDIATELY AFTER). NOTE: It sometimes happens that an INVESTMENT PERSON who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines within the seven calendar days after the day he or she (or a member of his or her FAMILY/HOUSEHOLD) has purchased or sold for his or her own account a COVERED SECURITY that was not, to the INVESTMENT PERSON'S knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the INVESTMENT PERSON is responsible for making investment recommendations or decisions to purchase or sell the same COVERED SECURITY (or a closely related security). In this situation, the INVESTMENT PERSON MUST put the clients' interests first, and promptly make the investment recommendation or decision in the clients' interest, rather than delaying the recommendation or decision for clients until after the seventh day following the day of the transaction for the INVESTMENT PERSON's (or FAMILY/HOUSEHOLD member's) own account to avoid conflict with the blackout provisions of this Code. The Firm 10 recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears that the INVESTMENT PERSON acted in good faith and in the best interests of the Firm's clients. The blackout requirements do not apply to the following categories of transactions; HOWEVER, REPORTING REQUIREMENTS DO APPLY UNLESS A SECURITY IS NOT A COVERED SECURITY: - Transactions in futures and options contracts on currencies or interest rate instruments or indexes, and options on such contracts. - Transactions that occur by operation of law or under any other circumstance in which neither the ACCESS PERSON nor any member of his or her FAMILY/HOUSEHOLD exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. - Purchases of COVERED SECURITIES pursuant to an automatic dividend reinvestment plan or direct investment plan, which allow the purchase of securities from the issuer on a systematic, recurrent basis without transacting through a broker-dealer. - Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of COVERED SECURITIES held by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) and received by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) from the issuer, or a tender offer received by the ACCESS PERSON (or FAMILY/HOUSEHOLDER member) from the issuer or a third party. Examples may include purchases of COVERED SECURITIES pursuant to the exercise of warrants or rights granted by an issuer to its shareholders; or in connection with an opportunity, extended by an issuer to its shareholders as an incident of owning shares of the issuer's securities, to purchase shares at a discount or transactions entered into pursuant to either a cash or stock tender offer by an issuer or a third party. X Transactions in investment management companies that are: 11 - exchange traded, domestically (US) registered index-based, closed-end funds ("closed-end index funds"), - publicly offered shares organized under the laws of a foreign country in the form of continuously offered open-end funds or foreign unit trusts ("foreign mutual funds"), or - publicly offered shares organized under the laws of a foreign country in the form of index-based, closed-end funds ("foreign closed-end index funds). X Purchases and sales of municipal bonds of US issuers. X Transactions in estate, trust or other accounts (the "Account"), through which an ACCESS PERSON (or FAMILY / HOUSEHOLD member) has beneficial interest, or discretionary accounts of an ACCESS PERSON (or FAMILY / HOUSEHOLD member) managed by a registered investment advisor, broker-dealer, private bank or similar firm or individual (the "Advisor) when the ACCESS PERSON: - maintains no direct / indirect control or influence over the Account and the Advisor has full investment discretion. - agrees to avoid any communication with the trustee or Advisor with regard to investment decisions prior to execution. - notifies the Advisor that transactions in the Account are limited to: domestic (US) equities, US corporate, government and agency fixed income securities and fixed income securities otherwise excepted from pre-clearance. (Transactions in foreign equities are NOT excepted from pre-clearance nor are tractions in private placements and initial public offerings or through investment club accounts.) - certifies in writing to the Code Officer that they retain no investment / trading authority and exercise no direct or indirect influence over transactions in the Account. - makes other representations and / or fulfills other requirements as deemed necessary by the Code Officer. - directs the Advisor to furnish copies of all transaction confirmations and account statements promptly to the Compliance Department. Subject to the preclearance requirements set forth in the Code, an Access Person may purchase or sell shares of a security which is being 12 purchased or sold, or is being actively considered for purchase or sale, for client accounts within the prescribed blackout period if given the shares the Access Person is purchasing or selling and the market capitalization (outstanding shares x current price per share) of the issuer, the Access Person's trading could have no material impact on the price of the security and if the Firm were trading in the security, such trade could have no material impact of the security. This exemption is subject to preclearance procedures set forth above and may be denied by the Code Officer for any reason. 13 DEFINITIONS These terms have special meanings in this Code of Ethics: ACCESS PERSON BENEFICIAL OWNERSHIP CODE OFFICER COVERED SECURITY FAMILY/HOUSEHOLD HEAD TRADER INVESTMENT PERSON The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC. IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN INVESTMENT, ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS, ASK THE CODE OFFICER. ACCESS PERSON includes: Each and every employee of the Firm is considered an ACCESS PERSON. A consultant retained by the Firm may also be considered an ACCESS PERSON, if such consultant is designated, in writing, as an ACCESS PERSON by the Code Officer. BENEFICIAL OWNERSHIP means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also 14 includes transactions over which you exercise investment discretion (other than for a client of the Firm) even if you do not share in the profits. BENEFICIAL OWNERSHIP is a very broad concept. Some examples of forms of BENEFICIAL OWNERSHIP include: Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts. Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account). Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, UNLESS the securities are held in a "blind trust" or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person's BENEFICIAL Ownership. This is because, unless the arrangement is a "blind trust," the owner of the account can still communicate with the manager about the account and potentially influence the manager's investment decisions.) Securities in a person's individual retirement account. Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account. Securities owned by a trust of which the person is either a TRUSTEE or a BENEFICIARY. Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the 15 name of that person, under the name of the entity or through a nominee, custodial or "street name" account). This is not a complete list of the forms of ownership that could constitute BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the CODE OFFICER if you have any questions or doubts at all about whether you or a member of your FAMILY/HOUSEHOLD would be considered to have BENEFICIAL OWNERSHIP in any particular situation. CODE OFFICER means Martin Dyer, or another person that he designates to perform the functions of Code Officer when he is not available. You can reach the Code Officer by calling (617) 330-8825. For purposes of reviewing the Code Officer's, or his designee's own transactions and reports under this Code, the functions of the Code Officer are performed by Paula Drake. COVERED SECURITY means anything that is considered a "security" under the Investment Company Act of 1940, EXCEPT: Direct obligations of the U.S. Government. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. Shares of OPEN-END investment companies that are registered under the Investment Company Act (mutual funds). This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities" such as: - options on securities, on indexes and on currencies, - all kinds of limited partnerships, - foreign unit trusts and foreign mutual funds, and 16 - private investment funds, hedge funds and investment clubs. If you have any question or doubt about whether an investment is a considered a security or a COVERED SECURITY under this Code, ask the CODE OFFICER. Members of your FAMILY/HOUSEHOLD include: Your spouse or domestic partner (unless he or she does not live in the same household as you and you do not contribute in any way to his or her support). Your children under the age of 18. Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support). Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships. Comment: There are a number of reasons this Code covers transactions in which members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC regards any benefit to a person that you help to support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person's support. Second, members of your household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for client accounts and must not be allowed to benefit from that information. HEAD TRADER means David Learned, or such other person who has been designated by the Firm as a Trader. 17 INVESTMENT PERSON means any employee of the Firm who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of any securities (even if they're not COVERED SECURITIES) for any client account, or whose functions relate to the making of any recommendations with respect to purchases and sales; and any natural person who directly or indirectly has a 25% or greater interest in the Firm and obtains information concerning recommendations made to any client of the Firm regarding the purchase or sale of any securities (even if they're not COVERED SECURITIES) by the client. 18 EX-99.B(P)(9) 13 a2091982zex-99_bp9.txt EX-99.B(P)(9) EX-99.B(p)(9) APPENDIX 5 - -------------------------------------------------------------------------------- CODE OF ETHICS FOR JF INTERNATIONAL MANAGEMENT INC. APPROVED SEPTEMBER 30, 2002 - -------------------------------------------------------------------------------- 1 TABLE OF CONTENTS
PAGE ---- I. INTRODUCTION 1 A. GENERAL AND AUTHORIZATION 1 B. DEFINITIONS 1 C. LEGAL REQUIREMENT 3 D. PURPOSE OF THE CODE 3 E. COMPLIANCE WITH THE CODE OF ETHICS 3 F. APPLICATION OF CODE OF ETHICS 4 G. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES 4 H. FRONT RUNNING 4 I. QUESTIONS REGARDING THE CODE 4 II. CONFIDENTIALITY AND INSIDE INFORMATION 5 A. GENERAL 5 B. "INSIDER TRADING" DOCTRINE 5 C. WHEN IS INFORMATION CONFIDENTIAL AND NON-PUBLIC OR MATERIAL? 5 D. PROCEDURES REGARDING CONFIDENTIAL INFORMATION 6 E. TRADE SECRETS 6 III. CONFLICTS OF INTEREST AND BUSINESS ETHICS 7 A. GENERAL 7 B. OUTSIDE ACTIVITIES 7 C. PERSONAL FINANCE 7 D. GIFTS AND ENTERTAINMENT 7 IV. PERSONAL ACCOUNT TRANSACTIONS BY COVERED PERSONS 9 A. GENERAL 9 B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS 10 C. TRANSACTIONS IN SHARES OF A MANAGED ACCOUNT 10 BASIC PRINCIPLES 10 PRIOR CLEARANCE 10 GOVERNMENTAL REPORTS 11 D. LIABILITY FOR SHORT SWING PROFITS 11 E. TRANSACTIONS IN SECURITIES ELIGIBLE FOR INVESTMENT BY A CLIENT 12 GENERAL 12 PRIOR APPROVAL 12 TRANSACTIONS EXEMPT FROM PRIOR APPROVAL REQUIREMENTS 12 PRIOR APPROVAL PROCEDURE 13 REASONS FOR DISALLOWING PROPOSED TRANSACTIONS 13 F. DEALING WITH CLIENTS 14 G. NEW ISSUES 14 H. PRIVATE PLACEMENTS 14 V. QUARTERLY REPORTS OF SECURITIES TRANSACTIONS 15
i TABLE OF CONTENTS (CONTINUED)
PAGE ---- A. WHO MUST REPORT 15 B. TRANSACTIONS THAT MUST BE REPORTED 15 C. TRANSACTIONS EXEMPT FROM REPORTING 15 D. REPORTING PROCEDURES 15 VI. STANDARD OF CONDUCT FOR JFIMI PORTFOLIO TRANSACTIONS 16 VII. TRADING GUIDELINES FOR ACCOUNTS UNDER INVESTMENT MANAGEMENT BY JFIMI 17 A. ESTABLISHMENT OF GUIDELINES 17 B. NO FAVORITISM 17 C. TRANSACTIONS WITH OTHER MANAGED ACCOUNTS AND AFFILIATES 17 D. SELECTION OF DEALERS 17 E. BLOCK PURCHASES 17 F. PROHIBITION AGAINST TRADING BASED UPON CONFIDENTIAL INFORMATION 17 VIII. RECORDS 18 IX. CODE VIOLATIONS 18 Annex A A-1 Annex B B-1
ii PART I I. INTRODUCTION A. GENERAL AND AUTHORIZATION. This Code of Ethics sets forth the policies and procedures applicable to officers, directors, employees and certain other related persons of JFIMI regarding business ethics, confidentiality and trading in securities. These policies and procedures are mandatory and are designed to protect the business interests of JFIMI and its clients. This Code of Ethics has been approved by a majority of the directors of JFIMI and by a majority of the directors of each client of JFIMI that is an investment company regulated under the 1940 Act, including by a majority of the directors of each such investment company that are not "interested persons" of such Company, as defined in the 1940 Act. The directors of JFIMI have executed a certification stating that they have adopted procedures necessary to prevent Covered Persons from violating this Code of Ethics. All material changes to this Code of Ethics will be presented to the directors of JFIMI and each client of JFIMI that is an investment company regulated under the 1940 Act for approval as soon as practicable, but in no event later than six months after they are made. At least annually, the directors of JFIMI and each client of JFIMI that is an investment company regulated under the 1940 Act will review a written report to be submitted by a Compliance Officer that will include (i) a description of any issues arising under this Code of Ethics or procedures related to it since the last such report including information about material violations and sanctions imposed in response to violations and (ii) a certification from JFIMI and each client of JFIMI that is an investment company regulated under the 1940 Act that each of them has adopted procedures necessary to prevent Covered Persons from violating this Code of Ethics. B. DEFINITIONS. The following defined terms have the meanings assigned to them below. 1940 ACT. The U.S. Investment Company Act of 1940, as amended from time to time. ACCESS PERSON. Each director, officer or Advisory Person of JFIMI. ADVISORY PERSON. Any Associated Person or any employee of JFIMI who obtains information concerning recommendations made to a Managed Account with regard to the purchase or sale of a security. ASSOCIATED PERSON. Each person employed by any company within the JPMorgan Fleming Asset Management Group of Companies (other than JFIMI), or any company affiliated with such group, who is seconded as an employee or otherwise to JFIMI or who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by any one of the Managed Accounts, or whose functions or duties relate to the making of recommendations with respect to the purchase or sale of securities by any one or more of such Managed Accounts. The Compliance Officers will maintain a list of all such personnel, which will be revised to reflect any changes on a timely basis. COMPLIANCE OFFICERS. The personnel of the JF Asset Management Group compliance department designated as from time to time as a Compliance Officer with respect to this Code of Ethics. A list of such personnel is included as Annex A. COVERED PERSONS. (i) Each director, officer and employee of JFIMI; and (ii) Associated Persons. A list of Covered Persons of JFIMI may be obtained from a Compliance Officer. ELIGIBLE SECURITIES. All securities or investments eligible for purchase or sale by any Managed Account as set out in the Managed Account's prospectus (or other analogous document) that COULD POTENTIALLY be recommended to or purchased for a Managed Account. INSIDERS. Officers and directors of JFIMI or a Covered Person who becomes a beneficial owner of greater than 10 percent of a Managed Account's shares. JF ASSET MANAGEMENT GROUP. Entities within the JPMorgan Fleming Asset Management Group of Companies that provide asset management services in Asia, except for Japan. JFIMI. JF International Management, Inc. JFIMI AFFILIATED PARTY. Any company that controls, is controlled by or is under common control with JFIMI. JPMORGAN FLEMING ASSET MANAGEMENT GROUP OF COMPANIES. Any affiliate of JPMorgan Chase, other than any such affiliate located in the United States, that provide asset management services. A list of such companies may be obtained from a Compliance Officer. MANAGED ACCOUNT. Each account under investment management by JFIMI, including each investment company registered with the SEC to which JFIMI acts as an investment adviser or sub-advisor. References herein to a Managed Account's shares or shareholders shall, in addition to the shares or any person holding such shares of a Managed Account, as appropriate, be deemed to include units, fractional interests or any other analogous right or interest in a Managed Account and, as appropriate, the holders of such interests. PERSONAL ACCOUNT TRANSACTION. Every securities transaction in which a Covered Person has any direct or indirect beneficial interest and over which such Covered Person has direct or indirect influence or control. This includes the right to acquire equity securities through the exercise or conversion of any derivative security, whether or not currently exercisable. PERSONAL INVESTMENT PROCEDURES. Each of the personal investment procedures applicable to employees of JP Morgan Fleming Asset Management Group of Companies as the same may be amended from time to time. 2 SEC. The U.S. Securities and Exchange Commission. SECRETARY. The secretary or such person or persons who may be designated in writing by a Managed Account to JFIMI. SECURITY HELD OR TO BE ACQUIRED. Any security which, within the most recent 15 days, (i) is or has been held by JFIMI or any Managed Account, or (ii) is being or has been considered for purchase by JFIMI or any Managed Account, including an option to purchase or sell, and any security convertible or exchangeable for, or the value of which is derived from, such a security. C. LEGAL REQUIREMENT. This Code of Ethics is adopted pursuant to the requirements of U.S. federal securities laws, in particular Section 15(f) of the Securities Exchange Act of 1934, as amended, Section 204A of the Investment Advisers Act of 1940, as amended, and Rule 17j-1 under the 1940 Act. D. PURPOSE OF THE CODE. This Code of Ethics was developed to provide guidance with respect to the policies and procedures set forth herein and, in particular, to: (a) guard against the possibility of a transaction occurring that the SEC or other regulatory body would view as illegal, such as front running (as defined in subpart (H) below): (b) avoid situations where it might appear that JFIMI or any of its officers, directors or employees had personally benefited at the expense of a client or Managed Account shareholder or had taken inappropriate advantage of his or her fiduciary positions; and (c) prevent the misuse of material, non-public information. Officers, directors and employees of JFIMI, including Associated Persons, are urged to consider the reasons for the adoption of this Code of Ethics. The reputation of JFIMI could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of JFIMI. E. COMPLIANCE WITH THE CODE OF ETHICS. Compliance with the provisions of this Code of Ethics is considered a basic condition of employment. Failure to comply with the policies and procedures included in this Code of Ethics may result in civil and criminal liabilities, penalties or fines under U.S. law, imprisonment, legal prohibition against further employment in the U.S. securities industry and dismissal from employment for cause. Dismissal for cause may result in the loss of certain benefits from JFIMI or any other company within the JPMorgan Fleming Asset Management Group of Companies by which the affected individual is employed. In addition, any profit realized from a transaction which is deemed to be in violation of this Code of Ethics may be required to be disgorged, and violators of this Code of Ethics may be subject to other disciplinary actions. All Access Persons will be required to certify annually that they have read and understood this Code of Ethics and recognize that they are subject hereto. Further, Access Persons will be required to certify annually that they have complied with the requirements of this Code of Ethics and that they have disclosed or reported all personal 3 securities transactions required to be disclosed or reported pursuant to the requirements of this Code of Ethics. F. APPLICATION OF CODE OF ETHICS. This Code of Ethics applies to all Covered Persons. G. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES. The following general fiduciary principles have been adopted with respect to the personal investment activities of all Covered Persons: - The interests of JFIMI's clients and the Managed Accounts' shareholders must come first; - All Personal Account Transactions must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of any individual's position of trust and responsibility; and - Covered Persons should not take inappropriate advantage of their positions. H. FRONT RUNNING. Front running is illegal. In the context of investment management, front running is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or fund in anticipation of the adviser or fund effecting similar transactions for its client or the fund, in order to take advantage of or avoid the consequences of changes in market prices resulting from the client's or the fund's transaction. I. QUESTIONS REGARDING THE CODE. Questions concerning the interpretation or application of the policies and procedures set forth in this Code of Ethics should be addressed to a Compliance Officer. All Covered Persons are encouraged to seek advice with respect to any action or transaction which could be regarded as violating this Code of Ethics and to refrain from any action or transaction which might lead to the appearance of a violation. 4 PART II II. CONFIDENTIALITY AND INSIDE INFORMATION A. GENERAL. Confidential information is known by virtually every Covered Person. Examples of confidential information include information concerning the (i) securities transactions of a Managed Account before they are executed; (ii) policies of Managed Accounts derived from confidential communications; and (iii) the operations or condition of any Managed Account. No confidential information should be used by any Covered Person for any direct or indirect personal benefit during the term of such Covered Person's relationship with JFIMI and after such relationship has ended. This restriction applies regardless of the source of such information. B. "INSIDER TRADING DOCTRINE." Confidential information includes "material, non-public information" about securities, investments, future events and other matters that can affect the value of an investment. The U.S. securities laws generally prohibit any person from: - trading in a security while in possession of material, non-public information regarding the security; - tipping such information to others; - recommending the purchase or sale of securities while in possession of such information; and - assisting anyone engaged in any of the above activities. The "insider trading doctrine" is applicable when the trading or tipping in question results in a breach of a duty of trust or confidence. The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information. It is accordingly the policy of JFIMI to prohibit any Covered Person, while in the possession of material, non-public information, from trading securities or recommending transactions, either personally or in a proprietary account for JFIMI, or on behalf of others, or communicating material, non-public information about the securities in question to others in violation of the securities laws of the United States or any other country that has jurisdiction over the activities of such Covered Person. C. WHEN IS INFORMATION CONFIDENTIAL AND NON-PUBLIC OR MATERIAL? In general, any information received from any source (whether in the course of employment or otherwise) that a Covered Person does not know to have been publicly disseminated should be considered by such Covered Person to be confidential, non-public information. A Covered Person should not regard information as having been publicly disseminated unless he or she can point to some fact or event demonstrating that the information is generally available, such as disclosure of the information in a press release, in daily newspapers or in a public disclosure document such as a prospectus. Confidential information may be related to JFIMI or its personnel or its clients, a Managed Account, a Managed Account's personnel or shareholders or other business or governmental entities. 5 Confidential, or non-public, information is considered to be material if it is the type of information on which reasonable investors rely in making purchase or sale decisions. Close cases should be resolved in favor of a finding that information is material. D. PROCEDURES REGARDING CONFIDENTIAL INFORMATION. Confidential information should never be disclosed to any person (including any relative, friend or acquaintance of a Covered Person) that the Covered Person does not know to be subject to this Code of Ethics or some other binding obligation not to disclose or make improper use of the information. Caution must be taken against making even casual remarks that might disclose confidential information or allow the appearance of such disclosure. Care must be exercised in discussing confidential matters in elevators, at restaurants or in other places where outsiders may be present or where unauthorized personnel could obtain confidential information. Unnecessary copying of confidential documents should be avoided, and documents containing confidential information should not be displayed in elevators or left in conference rooms, on desks or in other locations where they may be seen by outsiders. E. TRADE SECRETS. All computer programs, investment methods and techniques, trade secrets and other confidential information developed, created or obtained by or with the assistance of any Covered Person during his or her relationship with JFIMI is the property of JFIMI, and no Covered Person has or may exercise any ownership or other rights or interest in any such property or information. A Covered Person may not use any trade secrets, property, or such confidential information during the course of any future employment. Upon termination of a Covered Person's relationship with JFIMI, such Covered Person should return all trade secrets, property, and confidential information he or she may possess to a Compliance Officer. 6 PART III III. CONFLICTS OF INTEREST AND BUSINESS ETHICS A. GENERAL. The purpose of the following is to ensure that the interests of the Managed Accounts and the interests of JFIMI in general come before what might, in any circumstances, be construed as a Covered Person's own outside interests or benefits. Conflicts of interest, the potential for conflicts and any event that gives rise to an appearance of a conflict are to be avoided. A Covered Person's direct or indirect interest in a supplier, creditor, debtor or competitor may conflict with the interests of JFIMI or a Managed Account. A conflict may occur when a Covered Person (i) is also employed by another firm, directly or as a consultant or independent contractor; (ii) has a direct financial interest in another firm; (iii) has an immediate family financial interest in another firm; or (iv) is a director, officer or partner of another firm. In no way should a Covered Person's decisions about the best interests of JFIMI or any Managed Account be compromised or appear to be compromised by his or her investments or other interests. Because questions of proper business ethics and conflicts of interest are often difficult to discern and to resolve, in the event of any doubt, a Covered Person should consult with a Compliance Officer prior to acting. B. OUTSIDE ACTIVITIES. Covered Persons are encouraged to engage in worthy activities for their community or personal development. No such activities, however, should be allowed to impair the working efficiency or responsibilities of the individual. Covered Persons may from time to time be asked to serve as directors or advisors or in other forms of participation in other companies or organizations. Because such commitments can involve substantial responsibilities and potential conflicts of interest or the appearance of such conflicts, no such position should be accepted by an individual without the prior approval of a Compliance Officer. C. PERSONAL FINANCE. In addition to the limitations regarding investments in securities eligible for purchase by a Managed Account (as described in Part IV), Covered Persons are prohibited from having a direct or indirect interest or investment in any dealer, broker or other current or prospective supplier of goods or services from which the Covered Person might materially benefit or appear to benefit as a consequence of the activities or relationship of JFIMI or the applicable Managed Account with the entity. One gauge of materiality would be if JFIMI's or a Managed Account's current or future activities or relationship with a given entity might materially affect the economic prospects of that entity. Covered Persons are expected to conduct their personal finance and investments in a prudent manner. Obviously, there would be a risk to the reputation of JFIMI and the Managed Accounts, as well as an impairment of productivity because of emotional factors, if a Covered Person were to become financially embarrassed. D. GIFTS AND ENTERTAINMENT. No Covered Person should accept a substantial gift or excessive entertainment from any dealer or broker, client or supplier or from any person or company seeking favor or business with JFIMI or a Managed Account. This policy also covers the enjoyment or use of property or facilities for weekends, vacations, trips, dinners and the like. This policy does not apply to dinners, sporting events and other activities which are a normal part of a business relationship. However, if a Covered Person engages in such activities to excess, conflict of interest questions can arise. Naturally, every effort should be made to refuse 7 acceptance of a gift or entertainment as gracefully as possible. The existence of this policy can be cited as the reason for refusing such gifts or entertainment. The above standards for the acceptance of substantial gifts or excessive entertainment apply with equal force to the entertainment of others by Covered Persons, especially personnel of brokers and dealers. Acceptance of even nominal gifts and modest entertainment from dealers or brokers or others seeking favor from a Covered Person or from JFIMI should be discouraged where possible. All Covered Persons are required to comply with the provisions of the applicable code of conduct relating to personal benefits, included in the JF Asset Management Compliance Procedures Manual, as in effect from time to time. 8 PART IV IV. PERSONAL ACCOUNT TRANSACTIONS BY COVERED PERSONS A. GENERAL. Each person employed by a member of the JPMorgan Fleming Asset Management Group of Companies is subject to its Personal Investment Procedures, a copy of which was provided to each affected person upon the commencement of his or her employment by a company in the JPMorgan Fleming Asset Management Group of Companies and which are incorporated by reference into this Code of Ethics. The following provisions are applicable to all Covered Persons and are intended to supplement such Personal Investment Procedures. In the event of a conflict between such Personal Investment Procedures and this Code of Ethics, this Code of Ethics shall prevail. Each Covered Person shall effect all transactions through the appropriate JPMorgan Chase in-house brokers. Exceptions may be granted to any Covered Person on a case-by-case basis, but only in cases where the applicable third-party broker is approved by a Compliance Officer or another person as designated in accordance with the applicable Personal Investment Procedures and such broker agrees to provide duplicate contract notes, confirmations or other similar evidences of transactions and periodic statements to the attention of a Compliance Officer or such designated person. Except as specifically provided, the following provisions apply to every Personal Account Transaction in which a Covered Person controls or directs securities trading for another person or has a direct or indirect beneficial interest ("BENEFICIAL INTEREST") in the securities. In general, a Covered Person is considered to have a direct or indirect beneficial interest in securities if the securities are: - held in his or her name; - held in the name of a member of his immediate family who resides with him; - held by a trust for which the Covered Person acts as trustee, if at least one trust beneficiary is a member of the person's immediate family; - held by a trust of which the Covered Person is a beneficiary where the trustee does not exercise exclusive investment control; - held by a general or limited partnership of which the Covered Person is a general partner; - held by a general or limited partnership of which the Covered Person is a limited partner, if he or she has some control over portfolio securities held by the partnership; or - held by any entity or other person (including a partnership, corporation or trust) if the Covered Person makes the investment decisions for that entity or person. If a Covered Person is involved in any investment accounts enumerated above which the Covered Person believes should not be subject to the prior approval or reporting requirements of 9 this Code of Ethics, a request for clarification or exemption may be submitted in writing to a Compliance Officer or another person as designated in accordance with the applicable Personal Investment Procedures. An example of this type of situation may be where a Covered Person has a direct or indirect beneficial interest in an account, but has no direct or indirect influence or control over the investment management process. Any such request for clarification or exemption should name the account, the interest of the Covered Person in such account, the person or firms responsible for its management, and the basis upon which the exemption is being claimed. B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS. Each Covered Person must on commencement of employment or appointment (no later than 10 days after the starting date), and thereafter as of 30 September of each calendar year, disclose in writing all securities holdings in which he or she is considered to have any direct or indirect beneficial ownership and control and the names of any broker, dealer or bank with whom he or she maintains an account in which any such securities are held. The information in each annual report must be current as of a date no more than 30 days before the date that the report is submitted by the Covered Person. A form, the content of which is incorporated by reference into this Code of Ethics, for both initial and annual reports will be provided upon commencement of employment or appointment and in advance of the annual reporting deadline by a Compliance Officer. Completed forms must be returned to a Compliance Officer by the appropriate deadline. A Compliance Officer shall identify and maintain a list of all Covered Persons required to make reports at commencement of employment and annually. C. TRANSACTIONS IN SHARES OF A MANAGED ACCOUNT. BASIC PRINCIPLES. As more fully described in Part II, no Covered Person should purchase or sell any shares of a Managed Account if he or she is aware of any material, non-public information relating to such Managed Account. Covered Persons are required to obtain prior approval for transactions involving shares in Managed Accounts. Generally, Covered Persons will not be allowed to purchase or sell any shares of a Managed Account during the period from the third business day following the end of a reporting period (I.E., the end of the Managed Account's financial year and financial half year), or such other date as the secretary or other appropriate official of the applicable Managed Account may from time to time determine, until the third business day after such Managed Account publicly releases information concerning its earnings and portfolio holdings. This provision applies only to Managed Accounts that are U.S.-registered closed-end investment companies. PRIOR CLEARANCE. Covered Persons are required to obtain approval prior to effecting any transaction (including gifts) involving any of the Managed Account shares. Except as provided below, all requests for approval should be made in writing to a Compliance Officer, who will send a copy to the Secretary or other appropriate official of the applicable Managed Account. Prior approval of transactions in a Managed Account's shares granted by a Compliance Officer is effective for one business day from and including the date the clearance is granted, UNLESS (i) advised to the contrary by a Compliance Officer prior to the proposed transaction; or (ii) the 10 person receiving the approval comes into possession of material, non-public information concerning the Managed Account and is therefore prohibited from trading. If the proposed transaction is not executed within this time period, a new approval must be obtained. Any Covered Person who is subject to Personal Investment Procedures shall be deemed to have complied with the requirements of this paragraph if such Covered Person receives prior approval of a transaction in the Managed Account's shares in accordance with the provisions of the Personal Investment Procedures applicable to such Covered Person. GOVERNMENTAL REPORTS. Insiders are subject to the requirements of Section 16 of the Securities Exchange Act of 1934 and Section 30(f) of the 1940 Act. All Insiders are required to file reports with the SEC disclosing their beneficial ownership of shares of the applicable Managed Account. - FORM 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within 10 days after a person becomes an Insider (I.E., is elected as an officer or director or becomes a beneficial owner of greater than 10 percent of such Managed Account's shares). Following the election or appointment of an Insider, a Compliance Officer will deliver to the Insider a Form 3 for appropriate signature and will file such Form with the SEC and provide a copy to the secretary or other appropriate official of the applicable Managed Account. - FORM 4. Any change in the Insider's ownership of the applicable Managed Account's shares must be reported on Form 4. The Form 4 is due by the 2nd business day following the day on which the ownership change occurred. Following receipt of the notice of execution of the transaction, a Compliance Officer will deliver to the Insider a Form 4 for appropriate signature and will file such Form with the SEC and provide a copy to the Secretary of the applicable Managed Account. - FORM 5. Any transaction or holding which is exempt from reporting on Form 4, such as small transfers of stock by inheritance, gifts, etc. may be reported on a deferred basis on Form 5 within 45 days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4. D. LIABILITY FOR SHORT SWING PROFITS. Any profit made by an Insider from any combination of a purchase and sale or sale and purchase of the Managed Account's shares beneficially owned, directly or indirectly, by such Insider within a period of less than six months, is, under relevant U.S. regulation, presumed to be the result of inside information and subject to recapture by the Managed Account. This means that any two transactions of an "opposite" nature (I.E., a purchase and a sale) of the shares of a Managed Account within any six-month period, however unrelated, may lead to recovery by the Managed Account of any profit realized. Any profit made by any employee of JFIMI, including Associated Persons, from any combination of a purchase and sale or sale and purchase of any security, whether or not held by a Managed Account, within a period of 60 days is presumed to be the result of inside information and is subject to recapture. Information regarding country-specific exceptions to this 60 day holding period may be obtained from a Compliance Officer. 11 E. TRANSACTIONS IN SECURITIES ELIGIBLE FOR INVESTMENT BY A CLIENT. GENERAL. The following policy applies to purchases or sales by any Covered Person of all Eligible Securities, as well as contracts relating to eligible securities, such as derivative investments and hedging transactions. PRIOR APPROVAL. Each Covered Person must obtain prior approval for transactions in Eligible Securities and contracts relating to such Eligible Securities for his or her own account, or for an account in which a Covered Person has or derives a beneficial interest. If any Covered Person believes this broad definition of beneficial interest, in particular as it applies to relatives of a Covered Person, would pose a problem, he or she should discuss the situation with a Compliance Officer. Receiving prior approval does not relieve a Covered Person from conducting his or her Personal Account Transactions in full compliance with (i) all other provisions of this Code of Ethics, including the prohibition on trading while in possession of material, non-public information; and (ii) all applicable laws, including prohibitions on front running. TRANSACTIONS EXEMPT FROM PRIOR APPROVAL REQUIREMENTS. All transactions in Eligible Securities must receive prior approval EXCEPT the following: - OPEN-END FUNDS. Purchases or redemptions of shares or units of open-end investment companies, mutual funds and unit trusts (including JPMorgan Chase managed units trusts). - U.S. AND FOREIGN GOVERNMENT OBLIGATIONS. Purchases or sales of direct obligations of government debt securities issued by the following countries: Canada, France, Germany, Hong Kong, Italy, Japan, United Kingdom and the United States. - MONEY MARKET INSTRUMENTS. Commercial paper and other U.S. and foreign money market instruments (including those issued by a U.S. Government instrumentality or by a foreign government or bank). - PRO RATA DISTRIBUTIONS. Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received. - MANDATORY TENDERS. Purchases and sales of securities pursuant to a mandatory tender offer. - PAYROLL DEDUCTION PLANS. Purchases by a Covered Person's spouse pursuant to a payroll deduction plan, provided that a Compliance Officer has been previously notified in writing that the spouse will be participating in the payroll deduction plan. - EXERCISE OF STOCK OPTION OF CORPORATE EMPLOYER BY SPOUSE. Transactions involving the exercise by a Covered Person's spouse of a stock option issued by the corporation employing the spouse. 12 - SYSTEMATIC INVESTMENT PLANS. Purchases effected through a systematic investment plan involving the automatic investment of a set amount on predetermined dates, provided the Covered Person has given prior written notification to a Compliance Officer that he or she will be participating in the plan. - GIFTS. The giving of or receipt of a security, except for shares in Managed Accounts, as an unsolicited gift. PRIOR APPROVAL PROCEDURE. Except as provided below, each proposed transaction in Eligible Securities or contracts relating to Eligible Securities should be submitted for approval in written form (including by e-mail communication) to a Compliance Officer. The Compliance Officers will be responsible for processing all such requests, will record the following information: (i) the date and time of the request; (ii) the person making the request; (iii) the name of the security; (iv) the number of securities or amount of debt involved; (v) the nature of the transaction; (vi) whether the request was approved or disapproved; (vii) if rejected, the reason therefor; and (viii) if approval was granted pursuant to an exemption, the reason the exemption was given. Approval or disapproval will be given as quickly as possible by the Compliance Officers on a standard form documenting the request and its approval or disapproval. The requesting person will receive the original of the form for recordkeeping purposes. Any Covered Person who is subject to Personal Investment Procedures shall be deemed to have complied with the requirements of this paragraph if such Covered Person receives prior approval of a transaction in eligible securities or contracts relating to eligible securities in accordance with the provisions of the Personal Investment Procedures applicable to such Covered Person. Each Covered Person is responsible for making certain that a Compliance Officer or another person as designated in accordance with the applicable Personal Investment Procedures is notified as to the settlement details of each transaction effected otherwise than through the appropriate JPMorgan Chase in-house broker, including date, price, executed value and name of executing bank, broker or dealer, in any securities accounts for which the Covered Person is considered to have a beneficial interest and control. Prior clearance of a transaction is effective for one business day from and including the date the clearance is granted. If the proposed transaction is not executed within this time, a new clearance must be obtained. REASONS FOR DISALLOWING PROPOSED TRANSACTIONS. Examples of situations in which a proposed transaction in Eligible Securities may be disapproved include: - PENDING CLIENT ORDERS. Orders have been placed by JFIMI to purchase or sell the security. - PURCHASE AND SALES WITHIN FIVE BUSINESS DAYS. At the discretion of the Compliance Officers, a restriction may be imposed in the case of a particular security or market to the effect that a transaction in that security or market may be disallowed on the grounds that the security has been purchased or sold for or on behalf of a Managed Account within five business days immediately prior to or after the date of the 13 proposed transaction. For example, if a transaction on behalf of a Managed Account in that security occurs on a Monday, a Covered Person may not purchase or sell that security during the prior week or until the Tuesday of the following week. If all Managed Accounts have eliminated their holdings in a particular security, the five day restriction is not applicable to a Covered Person's transactions in that security. - PURCHASE AND SALE BEING CONSIDERED. The security is being actively considered for purchase or sale for the account of a Managed Account even though no order has been placed. - INTERNAL TRADING RESTRICTIONS. The security may be put on a confidential "BANNED LIST" if JFIMI is aware of price-sensitive information about a company. F. DEALING WITH CLIENTS. A Covered Person may not, directly or indirectly, sell to or purchase any security from a Managed Account. G. NEW ISSUES. Access Persons may not participate in an IPO. H. PRIVATE PLACEMENTS. Access Persons may directly or indirectly acquire beneficial ownership in a private placement of securities, including the purchase of limited partnership interest only with prior written approval of a Compliance Officer or another person as designated in accordance with the applicable Personal Investment Procedures. In considering such a request for approval, the Compliance Officer or such designated person will determine whether the investment opportunity should be reserved for Managed Accounts, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the JFIMI or a Managed Account. An Access Person who has received approval to invest in a private placement of securities and who, at a later date, anticipates participating in the investment decision process regarding the purchase or sale of securities of the issuer of that private placement by a Managed Account, must immediately disclose his or her prior investment in the private placement to a Compliance Officer or such designated person. 14 PART V V. QUARTERLY REPORTS OF SECURITIES TRANSACTIONS A. WHO MUST REPORT. Each Access Person must make a quarterly securities transaction report. The Compliance Officers shall identify and maintain a list of all Access Persons who are under a duty to make quarterly reports and shall inform each such person of this duty. B. TRANSACTIONS THAT MUST BE REPORTED. Except as otherwise noted herein, each Access Person must report each security transaction effected in the preceding quarter in which such Access Person has any direct or indirect beneficial interest. C. TRANSACTIONS EXEMPT FROM REPORTING. The following transactions are exempt from the reporting requirements. - OPEN-END FUNDS. Purchases or redemptions of shares or units of open-end investment companies, mutual funds and unit trusts (including JPMorgan Chase managed unit trusts). - U.S. GOVERNMENT OBLIGATIONS. Direct obligations of the U.S. government. - U.S. BANK CERTIFICATES OF DEPOSIT. Certificates of deposit issued by a bank organized under the laws of the United States or any other bank as defined under Section 2(a)(5) of the 1940 Act. - BANKERS' ACCEPTANCES. - MONEY MARKET INSTRUMENTS. Commercial paper and other U.S. and foreign money market instruments (including those issued by a U.S. Government instrumentality or by a foreign government or bank). D. REPORTING PROCEDURES. All reports must be filed with a Compliance Officer not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected. A report must be filed for each quarter regardless of whether or not there have been any reportable transactions. Reports should be made on the form designated "JF International Management, Inc. Personal Investments - Quarterly Transaction Statement," a copy of which is available from the Compliance Officers and which is attached as Annex B to this Code of Ethics. The Compliance Officers shall be responsible for reviewing the reports filed pursuant to this Code of Ethics, reporting to the Board of Directors or other appropriate officials of JFIMI, as appropriate, any violation or apparent violation of this Code of Ethics and confirming with Access Persons that reports required hereby have been filed. 15 PART VI VI. STANDARD OF CONDUCT FOR JFIMI PORTFOLIO TRANSACTIONS In connection with the purchase or sale, directly or indirectly, of a Security Held or to be Acquired by JFIMI or any client of JFIMI, a Covered Person shall not: - employ any device, scheme or artifice to defraud JFIMI, or any client of JFIMI; - make to JFIMI, or any client of JFIMI, any untrue statement of a material fact or omit to state to JFIMI, or any client of JFIMI, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; - engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon JFIMI, or any client of JFIMI; or - engage in any manipulative practice with respect to JFIMI, or any client of JFIMI. 16 PART VII VII. TRADING GUIDELINES FOR ACCOUNTS UNDER INVESTMENT MANAGEMENT BY JFIMI A. ESTABLISHMENT OF GUIDELINES. Guidelines shall be determined with respect to the investment policies of each Managed Account. These guidelines shall reflect the investment objectives and the risk preferences of the particular Managed Account, specifying among other considerations the type of securities which are eligible for purchase and their credit quality. All purchases and sales on behalf of each Managed Account shall comply with such guidelines. B. NO FAVORITISM. No Managed Account shall be favored with respect to the selection of securities, sale of securities, or timing of purchase or sale of securities over any other Managed Account. The method of allocating block purchases is discussed below. C. TRANSACTIONS WITH OTHER MANAGED ACCOUNTS AND AFFILIATES. No securities shall be sold to or purchased from one Managed Account by another Managed Account, and no securities shall be sold to or purchased from any JFIMI affiliate by any Managed Account, except as pursuant to Rule 17a-7 under the 1940 Act and the Resolutions and Procedures adopted by JFIMI and the relevant Managed Accounts in accordance therewith. D. SELECTION OF DEALERS. All securities purchased and sold for Managed Accounts shall be purchased from and sold to established securities dealers and shall be executed at the best price known to be available under the circumstances. No concessions on prices shall be made to any dealer by reason of services performed or goods supplied or offered to be performed or supplied. E. BLOCK PURCHASES. If at any time it is decided that the same securities shall be purchased or sold for one or more Managed Accounts, in accordance with their respective investment guidelines, such securities shall, to the extent possible, be purchased or sold as a block, and such securities or the proceeds appropriately allocated to the respective Managed Accounts. If the aggregate amount of securities purchased or sold is for reasons of price or availability less than the initial amount desired, the actual amount of securities purchased or sold, to the degree it is feasible, shall be allocated among the Managed Accounts in approximate proportion to the initial amounts designated for such Managed Account, unless it is determined by a senior officer of JFIMI that it is in the best interests of such Managed Accounts to have a different allocation. If the same securities have been selected for purchase and sale by a JFIMI affiliate as principal at the same time and at the same or comparable prices to those selected for the Managed Accounts, such securities shall be purchased or sold such that the Managed Accounts shall be allocated their full portion before any such securities are bought or sold. F. PROHIBITION AGAINST TRADING BASED UPON CONFIDENTIAL INFORMATION. No transactions may be executed by or on behalf of any Managed Account based upon any confidential information (including information concerning prospective securities transactions of any other Managed Accounts or any JFIMI affiliate. 17 PART VIII AND IX VIII. RECORDS The Compliance Officer shall preserve in an easily accessible place: - This Code of Ethics and any Code of Ethics which has been superseded by this Code of Ethics; - A list of persons who, currently or within the preceding five years, are or were required to make reports pursuant to this Code of Ethics and any such predecessor thereof, or who are or were responsible for reviewing those reports; - A copy of each report made pursuant to this Code of Ethics and any such predecessor thereof within the preceding five years; - A record of any decision, including the reasons supporting the decision, to approve any request to acquire securities pursuant to sections IV.G. or IV.H. of this Code of Ethics within the preceding five years; and - A record of any violation of this Code of Ethics and any such predecessor thereof and any action taken thereon within the preceding five years. The Compliance Officers are responsible for maintaining records in a manner to safeguard their confidentiality. Each Covered Person's records will be accessible only to the Covered Person, the Secretary and the Directors of JFIMI, and to the Compliance Officers. Records will be maintained for five years. Each Covered Person is responsible for seeing that the records regarding his or her beneficial holdings and transactions in the shares of the Managed Accounts and eligible securities are correct and current. Each Covered Person may be asked periodically to verify the records. IX. CODE VIOLATIONS Any officer, director or employee of JFIMI, including an Associated Person, who discovers a violation or apparent violation of this Code of Ethics by any other person shall bring the matter to the attention of the secretary or other appropriate official of JFIMI, and a Compliance Officer, who shall then report the matter to the Board of Directors of JFIMI. The Board of Directors of JFIMI shall determine whether a violation has occurred and, if it so finds, may impose or recommend such sanctions, if any, as it considers appropriate. Such sanctions may include suspension without pay, dismissal from employment for cause or any other sanction which the Board of Directors shall determine to be reasonable and proper. In determining the appropriate penalty, the Board of Directors shall take due account of the Disciplinary Code included in the JF Asset Management Compliance Procedures Manual. Any violation of this Code of Ethics with respect to trading activities on behalf of a Managed Account by an officer, director or employee of JFIMI or any Associated Person of JFIMI, together with any sanction or other penalty imposed by the Board of Directors of JFIMI, shall be timely reported to the Board of Directors (or analogous entity) of such Managed Account. 18 Annex A COMPLIANCE OFFICERS John Watt Muriel Sung Winnie Chan Ida Yeung A-1 Annex B JF INTERNATIONAL MANAGEMENT INC. PERSONAL INVESTMENTS - QUARTERLY TRANSACTION STATEMENT Name: -------------------------- Quarter Ended: -------------------------- If you have no Reportable Transactions, check this box: [ ]
- --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- OWNERSHIP TRADE PURCHASE/SELL (DIRECT/ASSOCIATE DATE SECURITY NAME (NOTE 1) QUANTITY* CURRENCY PRICE BROKER OWNERSHIP) - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- ----------------- - --------------- ----------------------- ------------- ------------- ----------- ----------- ------------------- -----------------
* Quantity can refer to number of units, number of shares or bond face value. Have you received stock options, restricted stock or value shares of JP Morgan Chase & Co Com Stk for your direct or indirect benefit during the last calendar quarter? (Please circle YES or NO where appropriate. If Yes, please provide details in the above table). YES/NO Options YES/NO Restricted Stock YES/NO Value Shares I certify that this statement reflects all securities transactions undertaken on behalf of myself and my associates during the period. Employee Signature_______________________ Date_________________________ NOTE 1: IF THE TRANSACTION INVOLVES ONE OF THE CATEGORIES LISTED BELOW, SPECIFY BY THE APPROPRIATE CODE SYMBOL. (S) SALE (G) GIFT (P) PURCHASE (R) REDEMPTION (B) BEQUEST (D) DISTRIBUTION (X) EXERCISE OF OPTION THE RULE INCLUDES SECURITIES ACQUIRED THROUGH REGULAR SAVING SCHEMES. PLEASE DETAIL THE MONETARY AMOUNTS INVESTED EACH PERIOD AND THE TITLE OF THE SECURITIES. THE RULE EXCLUDES INVESTMENTS IN THE FOLLOWING INSTRUMENTS: DIRECT OBLIGATIONS OF THE GOVERNMENT OF THE UNITED STATES; BANKERS' ACCEPTANCES; BANK CERTIFICATES OF DEPOSIT; COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS; INVESTMENTS IN UNIT TRUSTS AND OTHER OPEN ENDED FUNDS. B-1 -----END PRIVACY-ENHANCED MESSAGE-----