-----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, DtU1RK7egoQgCHDyieg4ahcXyQcKdBu3dBDRazm/6wkKzb6uiw9Rhi8VpPjn39RZ kU+QSXnqa2QR5npa4XveRQ== 0001104659-04-037740.txt : 20041129 0001104659-04-037740.hdr.sgml : 20041129 20041129161939 ACCESSION NUMBER: 0001104659-04-037740 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 041171845 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 041171846 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 485APOS 1 a04-11255_1485apos.htm 485APOS

As filed with the Securities and Exchange Commission on November 29, 2004

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. 38 x

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 ®

AMENDMENT NO. 39 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 Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103				Thomas P. Lemke, Esquire Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004

Title of Securities Being Registered. . .Units of Beneficial Interest

It is proposed that this filing become effective (check appropriate box)

  ®  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, 2005 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, 2005

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.

ASHMORE INVESTMENT MANAGEMENT LIMITED

THE BOSTON COMPANY ASSET MANAGEMENT LLC

CAPITAL GUARDIAN TRUST COMPANY

CITIGROUP ASSET MANAGEMENT LIMITED

EMERGING MARKETS MANAGEMENT, L.L.C.

FISCHER FRANCIS TREES & WATTS, INC. AND ITS AFFILIATES

FISHER INVESTMENTS, INC.

MCKINLEY CAPITAL MANAGEMENT INC.

MORGAN STANLEY INVESTMENT MANAGEMENT INC.

REXITER CAPITAL MANAGEMENT LIMITED

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.

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 International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt 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
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION	XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES	XXX
FINANCIAL HIGHLIGHTS	XXX
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST	BACK COVER

GLOBAL ASSET ALLOCATION

Each Fund has its own distinct risk and reward characteristics, investment objective, 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 a global asset allocation strategy may reduce the strategy’s overall level of volatility. As a result, a global asset allocation strategy may reduce risk.

In managing the Funds, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of 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 managers who invest the assets of these Funds in distinct segments of the market or class represented by each Fund. These 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 managers for these Funds to ensure that they do not deviate from their stated investment philosophy or process.

RISK/RETURN INFORMATION COMMON TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. 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.

INTERNATIONAL EQUITY FUND

Fund Summary

*Investment Goal:*		Long-term capital appreciation
*Share Price Volatility:*		Medium to high
*Principal Investment Strategy:*		Utilizing multiple 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 of all capitalization ranges that are 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.

funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

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.

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.

1995	11.34	%
1996	9.04	%
1997	– 1.86	%
1998	19.29	%
1999	39.63	%
2000	– 17.74	%
2001	– 22.55	%
2002	– 16.98	%
2003	31.88	%
2004	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, 2004 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 1,010 securities listed on the stock exchanges of developed market countries in Europe, Australasia and the Far East.

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 the Adviser waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser 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, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund’s fees are equal to the “Total Annual Fund Operating Expenses” figure in the table above. 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

EMERGING MARKETS EQUITY FUND

Fund Summary

*Investment Goal:*		Capital appreciation
*Share Price Volatility:*		Very high
*Principal Investment Strategy:*		Utilizing multiple 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 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 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?

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

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

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.

1996	8.70	%
1997	– 9.12	%
1998	– 31.95	%
1999	70.31	%
2000	– 34.47	%
2001	– 2.46	%
2002	– 7.99	%
2003	49.05	%
2004	X.XX	%

Best Quarter	Worst Quarter
XX.XX%	XX.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, 2004 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.

*** 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.

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 the Adviser waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser 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

1 Year

3 Years

5 Years

10 Years

Emerging Markets Equity Fund — Class A Shares

INTERNATIONAL FIXED INCOME FUND

Fund Summary

*Investment Goal:*		Capital appreciation and current income
*Share Price Volatility:*		High
*Principal Investment Strategy:*		Utilizing a 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 investment grade foreign government and corporate fixed income securities, as well as foreign mortgage-backed and/or asset-backed fixed income 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. There are no restrictions on the Fund’s average portfolio maturity, or on the maturity of any specific security. The Sub-Adviser seeks to enhance the Fund’s return by actively managing the Fund’s foreign currency exposure and the Fund’s portfolio is not hedged against currency fluctuations relative to the U.S. dollar. In managing the Fund’s currency exposure, the Sub-Adviser buys and sells currencies (i.e., takes long or short positions) using futures, foreign currency forward contracts and other derivatives.

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.

Derivatives are instruments that derive their value from an underlying security, financial asset or an index. Examples of derivative instruments include futures contracts, options, forward contracts and swaps. The primary risk of derivative instruments is that changes in the market value of securities held by the Fund, and of the derivative instruments relating to those securities, may not be proportionate. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in difficulty closing the position, and certain derivative instruments can magnify the extent of losses incurred due to changes in market value of the securities to which they relate. In addition, some derivative instruments are subject to counterparty risk.

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.

Performance Information

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.

1995	22.13	%
1996	4.69	%
1997	-3.56	%
1998	18.52	%
1999	-6.69	%
2000	-3.74	%
2001	-5.25	%
2002	19.54	%
2003	18.00	%
2004	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, 2004 to those of the Lehman Global Aggregate Ex-U.S. Index.

International Fixed Income 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	%
Lehman Global Aggregate Ex-U.S. 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 September 1, 1993. Index returns shown from September 30, 1993.

*** 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 Global Aggregate Ex-U.S. Index is an index of government, corporate, and collateralized bonds denominated in foreign currencies.

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 Fund’s distributor waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Fund’s 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

also assumes that each year your investment has a 5% return, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund’s fees are equal to the “Total Annual Fund Operating Expenses” figure in the table above. 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

EMERGING MARKETS DEBT FUND

Fund Summary

*Investment Goal:*		Maximize total return
*Share Price Volatility:*		High to very high
*Principal Investment Strategy:*		Utilizing multiple sub-advisers, 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 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. The Sub-Advisers 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?

“Junk bonds” involve greater risks of default or downgrade, and involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer’s creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of

junk bonds, particularly those issued by foreign governments, is even greater since the prospects for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns.

The foreign sovereign debt securities and “Brady Bonds” the Fund purchases involve specific risks, including the risks 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 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.

Performance Information

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.

1998	– 20.89	%
1999	28.89	%
2000	13.51	%
2001	12.30	%
2002	10.61	%
2003	34.65	%
2004	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, 2004 to those of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global.

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 EMBI Global 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.

*** 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 Global Index tracks total returns for U.S. dollar-denominated Brady Bonds, Eurobonds, traded loans, and local market debt instruments issued by sovereign and quasi-sovereign entities.

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 the Adviser and the Fund’s distributor each waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser and the Fund’s 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

1 Year

3 Years

5 Years

10 Years

Emerging Markets Debt Fund — Class A Shares

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 the Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, there is no guarantee that 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, 2004, SIMC had approximately $XX billion in assets under management. For the fiscal year ended September 30, 2004, SIMC received investment advisory fees, 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	%*
International Fixed Income Fund	X.XX	%
Emerging Markets Debt Fund	X.XX	%*

* After fee waivers.

Sub-Advisers and Portfolio Managers

International Equity Fund:

Alliance Capital Management L.P.: Alliance Capital Management L.P. (Alliance Capital), located at 1345 Avenue of the Americas, New York, New York 10105, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Alliance Capital manages the portion of the International Equity Fund’s assets allocated to Alliance Capital.

Capital Guardian Trust Company: Capital Guardian Trust Company (Capital Guardian), located at 333 South Hope Street, 55^th Floor, Los Angeles, California 90071, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals at Capital Guardian manages the portion of the International Equity Fund’s assets allocated to Capital Guardian.

Fisher Investments, Inc.: Fisher Investments, Inc. (Fisher), located at 13100 Skyline Blvd., Woodside, California 94062, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Fisher manages the portion of the International Equity Fund’s assets allocated to Fisher.

McKinley Capital Management Inc.: McKinley Capital Management Inc. (McKinley Capital), located at 3301 C Street, Suite 500, Anchorage, Alaska 99503, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals at McKinley Capital manages the portion of the International Equity Fund’s assets allocated to McKinley Capital.

Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Limited: 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. MSIM Inc. delegates certain investment advisory responsibilities to its affiliate, Morgan Stanley Investment Management Limited (MSIM Limited), located at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. MSIM Limited’s International Equity Value Team manages the portion of the International Equity Fund’s assets allocated to MSIM Inc. Current members of the team include Dominic Caldecott, Managing Director, Peter Wright, Managing Director, William Lock, Managing Director, Walter Riddell, Executive Director, and John Goodacre, Vice President.

Emerging Markets Equity Fund:

Alliance Capital Management L.P.: Alliance Capital Management L.P. (Alliance Capital), 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 Capital manages the portion of the Emerging Markets Equity Fund’s assets allocated to Alliance Capital.

The Boston Company Asset Management LLC: The Boston Company Asset Management LLC (The Boston Company), located at One Boston Place, Boston, Massachusetts 02108, serves as a Sub-Adviser to the Emerging Markets Equity Fund. D. Kirk Henry, CFA and Senior Vice President of The Boston Company, serves as portfolio manager for the portion of the Emerging Markets Equity Fund’s assets 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 since January 1, 2003, responsibility for the International Equity product.

Citigroup Asset Management Limited: Citigroup Asset Management Limited (Citigroup), located at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Aquico Wen, CFA, CPA, acts as the lead manager of the investment team responsible for the management of the portion of the Emerging Markets Equity Fund’s assets allocated to Citigroup. Mr. Wen has been with Citigroup since 1998 and has 10 years of investment experience.

Emerging Markets Management, L.L.C.: Emerging Markets Management, L.L.C. (EMM), located at 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia 22209-1722, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals at EMM manages the portion of the assets of the Emerging Markets Equity Fund allocated to EMM.

Rexiter Capital Management Limited: Rexiter Capital Management Limited (Rexiter), located at 21 St. James’s Square, London SW1Y 4SS United Kingdom, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals, led by Kenneth King, Managing Director and Chief Investment Officer of Rexiter, manages the portion of the assets allocated to Rexiter. Mr. King has 24 years of investment experience, and the core of the team has been working together at the firm for more than 7 years.

International Fixed Income Fund:

Fischer Francis Trees & Watts, Inc. and its affiliates: Fischer Francis Trees & Watts, Inc., 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 9 years of investment experience.

Emerging Markets Debt Fund:

Ashmore Investment Management Limited: Ashmore Investment Management Limited (Ashmore), located at 20 Bedfordbury, London, United Kingdom WC2N 4BL, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals at Ashmore manages the portion of the assets of the Emerging Markets Debt Fund allocated to Ashmore.

Salomon Brothers Asset Management Inc: Salomon Brothers Asset Management Inc (SaBAM), located at 399 Park Avenue, New York, New York 10022, serves as a Sub-Adviser to the Emerging Markets Debt Fund. Peter J. Wilby, Chief Investment Officer - North American Fixed Income, leads a team of professionals from SaBAM that manages the portion of the assets of the Emerging Markets Debt Fund allocated to SaBAM. Mr. Wilby, a Managing Director of SaBAM, joined SaBAM 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. Generally, 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. However, in certain circumstances the Funds at their discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Funds’ procedures and applicable law. The Funds reserve the right to refuse any purchase requests, particularly those that the Funds reasonably believe may 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, is likely to engage in excessive trading (usually defined as more than four transactions out of a Fund within a calendar year). For more information regarding the Funds’ policy and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

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 executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Funds in accordance with the Funds’ procedures and applicable law. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis.

If you deal directly with a financial institution or financial intermediary, you will have to follow the institution’s or intermediary’s procedures for transacting with the Funds. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

Each Fund calculates its NAV once each Business Day as of 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, 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.

Pricing of Fund Shares

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.

When valuing portfolio securities, the Funds value securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on NASDAQ) at the last quoted sale price on the primary exchange or market (foreign or domestic) on which the securities are traded, or, if there is no such reported sale, at the most recent quoted bid price. The Funds value securities traded on NASDAQ at the NASDAQ Official Closing Price. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held by the Funds are provided daily by recognized independent pricing agents. If a security’s price cannot be obtained from an independent pricing agent, the Funds will value the securities using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Funds’ Fair Value Procedures, as described below.

Securities for which market prices are not “readily available” or may be unreliable are valued in accordance with Fair Value Procedures established by the Funds’ Board of Trustees. The Funds’ Fair Value Procedures are implemented through a Fair Value Committee (the Committee) designated by the Funds’ Board of Trustees. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended, the security has been de-listed from a national exchange, the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open, or the security’s primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Examples of factors the Committee may consider are: the facts giving rise to the need to fair value, the last trade price, the performance of the market or the issuer’s industry, the liquidity of the security, the size of the holding in the Fund, or any other appropriate information.

The International Equity Fund uses a third party fair valuation vendor. The vendor provides a fair value for foreign securities held by the International Equity Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the fair value vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a “confidence interval” which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market before a particular security will be fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the International Equity Fund shall value the non-U.S. securities in its portfolio that exceed the applicable “confidence interval” based upon the adjusted prices provided by the fair valuation vendor.

the time at which the Fund calculates net asset value, it may request that a Fair Value Committee Meeting be called. In addition, the Funds’ administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time a Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies the Adviser or a Sub-Adviser for any Fund holding the relevant securities that such limits have been exceeded. In such event, the Adviser or a Sub-Adviser makes the determination whether a fair value committee meeting should be called based on the information provided.

Frequent Purchases and Redemptions of Fund Shares

“Market timing” refers to a pattern of frequent purchases and sales of a Fund’s shares, often with the intent of earning arbitrage profits. Market timing can harm other shareholders in various ways, including by diluting the value of the shareholders’ holdings, increasing Fund transaction costs, disrupting portfolio management strategy, causing a Fund to incur unwanted taxable gains, and forcing the Fund to hold excess levels of cash.

The Funds are intended to be long-term investment vehicles and are not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements). This policy does not apply with respect to money market funds. The Funds’ transfer agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, a Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder’s account.

A shareholder will be considered to be engaging in excessive short-term trading in a Fund in the following circumstances:

i. if the shareholder conducts four or more “round trips” in a Fund (other than a money market fund) in any twelve-month period. A round trip involves the purchase of shares of a Fund and subsequent redemption of all or most of those shares. An exchange into and back out of a Fund in this manner is also considered a round trip.

ii. if a Fund determines, in its sole discretion, that a shareholder’s trading activity constitutes excessive short-term trading, regardless of whether such shareholder exceeds the foregoing round trip threshold.

The Funds in their sole discretion also reserve the right to reject any purchase request (including exchange requests) for any reason without notice.

Judgments with respect to implementation of the Funds’ policy are made in good faith in a manner that the Funds believe is consistent with the best long-term interests of shareholders. When applying the Funds’ policy, the Funds may consider (to the extent reasonably available) an investor’s trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Funds.

The Funds’ monitoring techniques are intended as a reasonable approach for identifying and deterring short-term trading in the Funds. However, despite the existence of these monitoring techniques, it is possible that short-term trading may occur in the Funds without being identified. For example, certain investors seeking to engage in short-term trading may be adept at taking steps to hide their identity or activity from the Funds’ monitoring techniques. Operational or technical limitations may also limit the Funds’ ability to identify short-term trading activity.

While it is the Funds’ intention that intermediaries trading in Fund shares will assist the Funds in enforcing the Funds’ policies, certain intermediaries may be unable or unwilling to effectively enforce the Funds’ trading or exchange restrictions. The Funds will monitor trading activity coming from such intermediaries and take reasonable steps to seek cooperation from any intermediary through which the Funds believe short-term trading activity is taking place.

Certain of the SEI funds are sold to participant-directed employee benefit plans. A Fund’s ability to monitor or restrict trading activity by individual participants in a plan may be constrained by regulatory restrictions or plan policies. In such circumstances, the Fund will take such action, including no action, as deemed appropriate in light of all the facts and circumstances.

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.

Foreign Investors

The Funds do not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in a Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Accounts for the Funds are generally opened through other financial institutions or financial intermediaries. When you open your account through your financial institution or financial intermediary, you will have to provide your name, address, date of birth, identification number and other information that will allow the financial institution or financial intermediary to identify you. This information is subject to verification by the financial institution or financial intermediary to ensure the identity of all persons opening an account.

Your financial institution or financial intermediary is required by law to reject your new account application if the required identifying information is not provided. Your financial institution or intermediary may contact you in an attempt to collect any missing information required on the application, and your application may be rejected if they are unable to obtain this information. In certain instances, your financial institution or financial intermediary is required to collect documents, which will be used solely to establish and verify your identity.

The Funds will accept investments and your order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The Funds, however, reserve the right to close and/or liquidate your

account at the then-current day’s price if the financial institution or financial intermediary through which you open your account is unable to verify your identity. As a result, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax consequences.

Customer identification and verification is part of the Funds’ overall obligation to deter money laundering under Federal law. The Funds have adopted an Anti-Money Laundering Compliance Program designed to prevent the Funds from being used for money laundering or the financing of terrorist activities. In this regard, the Funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order, (ii) freeze any account and/or suspend account services or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of a Fund or in cases when a Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if a Fund is required to withhold such proceeds.

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 receive your request or after the Funds’ authorized intermediary receives your request if transmitted to the Funds in accordance with the Funds’ procedures and applicable law.

Receiving Your Money

Normally, the Funds will make payment on your sale on the Business Day following the day on which they receive your request, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account.

Redemptions in Kind

The Funds generally pay sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Funds’ remaining shareholders) the Funds might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption.

Suspension of Your Right to Sell Your Shares

The Funds may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI.

Telephone Transactions

Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Funds have certain safeguards and procedures to confirm the identity of callers and the

authenticity of instructions. If the Funds follow these procedures, the Funds will not be responsible for any losses or costs incurred by following telephone instructions that the Funds reasonably believe to be genuine.

Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Funds. SIDCo. receives no compensation for distributing the Funds’ shares.

For Class A Shares, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%.

Disclosure of Portfolio Holdings Information

Information regarding the Funds’ policy and procedures on the disclosure of portfolio holdings information is available in the SAI. Portfolio holdings information for a Fund is available on the following website: http://www.seic.com/holdings_home_ria.asp. As of the most recent month-end, a Fund will post to the website the Fund’s top ten holdings and full portfolio holdings. A Fund’s top ten holdings will be available within ten (10) calendar days and the Fund’s full portfolio holdings will be available within thirty (30) calendar days of the end of each month. Holdings information will remain on the website until the first business day of the fifth month after the date to which the data relates.

Dividends, Distributions and Taxes

Dividends and Distributions

The Funds periodically distribute their investment income to shareholders as a dividend. It is the Funds’ policy to pay dividends at least once annually. The Funds make distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in cash unless otherwise stated.

Taxes

Please consult your tax advisor regarding your specific questions about federal, state, local, and foreign 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.

At least annually, 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 except to the extent they are designated as qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and certain holding period requirements and other requirements are satisfied by you and by the Fund. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares. Long-term capital gains are currently taxable at the maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2008.

It is expected that distributions from the International Fixed Income Fund will primarily consist of ordinary income and that distributions from the Fund will not be eligible for the lower tax rates applicable to qualified dividend income.

Each sale of Fund shares may be a taxable event. Currently, any capital gain or loss realized upon a sale of Fund shares is generally treated as long-term gain or loss if the shares have been held for more than one year. Capital gain or loss realized upon a sale of Fund shares held for one year or less is generally treated as short-term gain or loss, except that any capital loss on the sale of the Fund shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund shares.

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.

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. 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 registered public accounting firm. Their report, along with each Fund’s financial statements, appears in the annual report that accompanies the Funds’ SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS ENDED SEPTEMBER 30,

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

	Net Asset Value, Beginning of Period	Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) on Securities		Total from Operations		Dividends from Net Investment Income		Distributions from Realized Capital Gains		Total from Dividends and Distributions		Net Asset Value, End of Period	Total Return†		Net Assets End of Period ($Thousands)	Ratio of Expenses to Average Net Assets		Ratio of Net Investment Income (Loss) to Average Net Assets		Ratio of Expenses to Average Net Assets (Excluding Waivers)		Portfolio Turnover Rate

International Equity Fund
Class A
2004	$X.XX	$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX	XX.XX	%	$XXX	X.XX	%	X.XX	%	X.XX	%	XX	%
2003	6.93	0.08(1	)	1.23(1	)	1.31		(0.04	)	—		(0.04	)	8.20	18.91		2,258,034	1.28		1.12		1.32		87
2002	8.25	0.04		(1.34	)	(1.30	)	(0.02	)	—		(0.02	)	6.93	(15.79	)	1,952,763	1.28		0.51		1.29		70
2001	12.33	0.03		(3.73	)	(3.70	)	(0.07	)	(0.31	)	(0.38	)	8.25	(30.85	)	2,365,245	1.28		0.36		1.29		91
2000	12.09	0.08		0.43		0.51		(0.04	)	(0.23	)	(0.27	)	12.33	4.15		2,953,872	1.29	‡	0.79		1.30		73
Emerging Markets Equity Fund
Class A
2004	$X.XX	$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX	XX.XX	%	$XXX	X.XX	%	X.XX	%	X.XX	%	XX	%
2003	6.53	0.05(1	)	2.42(1	)	2.47		—		—		—		9.00	37.83		936,560	1.95		0.71		2.14		69
2002	6.08	0.01		0.47		0.48		(0.03	)	—		(0.03	)	6.53	7.78		739,880	1.95		0.08		2.14		109
2001	9.19	0.04		(3.15	)	(3.11	)	—		—		—		6.08	(33.84	)	1,010,428	1.95		0.54		2.13		126
2000	9.13	(0.05)(1	)	0.12(1	)	0.07		(0.01	)	—		(0.01	)	9.19	0.71		1,285,033	1.96		(0.46	)	2.12		110
International Fixed Income Fund
Class A
2004	$X.XX	$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX	XX.XX	%	$XXX	X.XX	%	X.XX	%	X.XX	%	XX	%
2003	11.00	0.30(1	)	1.53(1	)	1.83		(0.33	)	(0.05	)	(0.38	)	12.45	17.05		865,698	1.00		2.60		1.06		216
2002	10.12	0.55		0.33		0.88		—		—		—		11.00	8.70		878,082	1.00		2.72		1.07		339
2001	9.81	0.33		(0.02	)	0.31		—		—		—		10.12	3.16		1,198,644	1.00		3.13		1.06		235
2000	11.03	0.31		(1.35	)	(1.04	)	(0.18	)	—		(0.18	)	9.81	(9.58	)	1,105,584	1.00		3.17		1.11		190
Emerging Markets Debt Fund
Class A
2004	$X.XX	$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX		$X.XX	XX.XX	%	$XXX	X.XX	%	X.XX	%	X.XX	%	XX	%
2003	8.12	0.78(1	)	3.01(1	)	3.79		(0.76	)	—		(0.76	)	11.15	49.15		565,237	1.35		7.98		1.80		127
2002	9.03	0.82		(0.56	)	0.26		(0.99	)	(0.18	)	(1.17	)	8.12	2.15		422,130	1.35		8.80		1.79		140
2001	9.51	0.94		(0.53	)	0.41		(0.89	)	—		(0.89	)	9.03	4.69		458,950	1.35		10.06		1.78		196
2000	8.11	0.84		1.33		2.17		(0.77	)	—		(0.77	)	9.51	28.07		490,554	1.35		10.67		1.80		227

† Returns are for the period indicated and have not been annualized. Total returns do not reflect applicable sales load. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

‡ 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.

Amounts designated as “—” are either $0 or have been rounded to $0.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Investment Adviser

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

More information about the Funds is available without charge through the following:

Statement of Additional Information (SAI)

The SAI dated January 31, 2005 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

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.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class I Shares

PROSPECTUS

January 31, 2005

INTERNATIONAL EQUITY FUND

Investment Adviser:

SEI INVESTMENTS MANAGEMENT CORPORATION

Investment Sub-Advisers:

ALLIANCE CAPITAL MANAGEMENT L.P.

CAPITAL GUARDIAN TRUST COMPANY

FISHER INVESTMENTS, INC.

MCKINLEY CAPITAL MANAGEMENT, INC.

MORGAN STANLEY INVESTMENT 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.

About This Prospectus

SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class I Shares of the International Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference.

This prospectus has been arranged into different sections so that you can easily review this important information. On the next page, there is some general information you should know about risk and return. For more detailed information about the Fund, please see:

		PAGE
PRINCIPAL INVESTMENT STRATEGIES AND RISKS, PERFORMANCE INFORMATION AND EXPENSES		XXX
MORE INFORMATION ABOUT FUND INVESTMENTS		XXX
INVESTMENT ADVISER AND SUB-ADVISERS		XXX
PURCHASING AND SELLING FUND SHARES		XXX
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION		XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES		XXX
FINANCIAL HIGHLIGHTS		XXX
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST		BACK COVER

GLOBAL ASSET ALLOCATION

The International Equity Fund has its own distinct risk and reward characteristics, investment objective, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and the Fund is designed in part to implement those strategies. The degree to which an investor’s portfolio is invested in the particular market segments and/or asset classes represented by the Fund and other funds that are part of the allocation strategies varies, as does the investment risk/return potential represented by the Fund and the other funds. Because of the historical lack of correlation among various asset classes, an investment in the Fund along with other funds representing a range of asset classes as part of a global asset allocation strategy may reduce the strategy’s overall level of volatility. As a result, a global asset allocation strategy may reduce risk.

In managing the Fund, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC’s investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These 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 managers for the Fund to ensure it does not deviate from its stated investment philosophy or process.

RISK/RETURN INFORMATION

The International Equity Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities.

The Fund has its own investment goal and strategies for reaching that goal. The Fund’s assets are managed under the direction of SIMC and one or more Sub-Advisers who manage portions of the Fund’s assets in a way that they believe will help the Fund achieve its goal. No matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency.

The value of your investment in the Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which they trade. The estimated level of volatility for the Fund is set forth in the Fund Summary that follows. The effect on the Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

INTERNATIONAL EQUITY FUND

Fund Summary

*Investment Goal:*	Long-term capital appreciation
*Share Price Volatility:*	Medium to high
*Principal Investment Strategy:*	Utilizing multiple sub-advisers, the Fund invests in equity securities of foreign companies

Investment Strategy

What are the Risks of Investing in the Fund?

Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer’s home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries.

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 may purchase shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

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.

Performance Information

This bar chart shows the performance of the Fund’s Class I Shares for two years. The performance information shown is based on full calendar years.

2003	31.62	%
2004	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 I Shares for the periods ended December 31, 2004 to those of the Morgan Stanley Capital International (MSCI) EAFE Index.

International Equity Fund — Class I Shares	1 Year		Since Inception*
Return Before Taxes	X.XX	%	X.XX	%
Return After Taxes on Distributions**	X.XX	%	X.XX	%
Return After Taxes on Distributions and Sale of Fund Shares**	X.XX	%	X.XX	%
MSCI EAFE Index Return (reflects no deduction for fees, expenses, or taxes)***	X.XX	%	X.XX	%

* The inception date for the Fund’s Class I Shares is January 4, 2002. Index returns shown from January 31, 2002.

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

Annual Fund Operating Expenses
(Expenses deducted from Fund assets)

	Class I Shares
Investment Advisory Fees	0.51	%
Distribution (12b-1) Fees	None
Other Expenses	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 Adviser waived a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser 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 Equity Fund — Class I Shares

X.XX

For more information about these fees, see “Investment Adviser and Sub-Advisers” and “Distribution of Fund Shares.”

Example

1 Year

3 Years

5 Years

10 Years

International Equity Fund — Class I Shares

More Information About Fund Investments

This prospectus describes the Fund’s primary investment strategies. However, the Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Fund’s Statement of Additional Information (SAI).

The investments and strategies described in this prospectus are those that the Adviser and the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations that would not ordinarily be consistent with the Fund’s objectives. The Fund will do so only if the Adviser or the Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, there is no guarantee that the Fund will achieve its investment goal.

Investment Adviser and Sub-Advisers

SEI Investments Management Corporation (SIMC) acts as the manager of managers of the Fund, and is responsible for the investment performance of the Fund since it allocates the Fund’s assets to one or more Sub-Advisers and recommends hiring or changing Sub-Advisers to the Board of Trustees.

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund’s investment policies and guidelines, and monitors each Sub-Adviser’s adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of the Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives.

SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Fund. As of December 31, 2004, SIMC had approximately $XX billion in assets under management. For the fiscal year ended September 30, 2004, SIMC received investment advisory fees, after fee waivers, as a percentage of the Fund’s net assets at the annual rate of X.XX%.

Sub-Advisers and Portfolio Managers

McKinley Capital Management, Inc.: McKinley Capital Management, Inc. (McKinley Capital), located at 3301 C Street, Suite 500, Anchorage, Alaska 99503, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals at McKinley Capital manages the portion of the International Equity Fund’s assets allocated to McKinley Capital.

Purchasing and Selling Fund Shares

This section tells you how to purchase and sell (sometimes called redeem) Class I Shares of the Fund.

The Fund offers Class I Shares only to financial institutions and intermediaries for their own or their customers’ accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI.

How to Purchase Fund Shares

You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day).

Financial institutions and intermediaries may purchase Class I Shares by placing orders with the Fund’s Transfer Agent (or its authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Generally, cash investments must be transmitted or delivered in federal funds to the Fund’s wire agent by the close of business on the day after the order is placed. However, in certain circumstances the Fund at its discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund’s procedures and applicable law. The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund’s view, is likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). For more information regarding the Fund’s policy and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Fund), you may have to transmit your purchase and sale requests to these financial institutions at an earlier time for your transaction to become effective that day. This allows these financial institutions time to process your requests and transmit them to the Fund.

Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis.

If you deal directly with a financial institution or financial intermediary, you will have to follow the institution’s or intermediary’s procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

4:00 p.m. Eastern time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

Pricing of Fund Shares

NAV for one Fund share is the value of that share’s portion of the net assets of the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price.

When valuing portfolio securities, the Fund values securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on NASDAQ) at the last quoted sale price on the primary exchange or market (foreign or domestic) on which the securities are traded, or, if there is no such reported sale, at the most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held by the Fund are provided daily by recognized independent pricing agents. If a security’s price cannot be obtained from an independent pricing agent, the Fund will value the securities using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund’s Fair Value Procedures, as described below.

Securities for which market prices are not “readily available” or may be unreliable are valued in accordance with Fair Value Procedures established by the Fund’s Board of Trustees. The Fund’s Fair Value Procedures are implemented through a Fair Value Committee (the Committee) designated by the Fund’s Board of Trustees. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended, the security has been de-listed from a national exchange, the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open, or the security’s primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Examples of factors the Committee may consider are: the facts giving rise to the need to fair value, the last trade price, the performance of the market or the issuer’s industry, the liquidity of the security, the size of the holding in the Fund, or any other appropriate information.

The Fund uses a third party fair valuation vendor. The vendor provides a fair value for foreign securities held by the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the fair value vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a “confidence interval” which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market before a particular security will be fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund shall value the non-U.S. securities in its portfolio that exceed the applicable “confidence interval” based upon the adjusted prices provided by the fair valuation vendor.

last close and the time that the Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the Adviser or a Sub-Adviser of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Fair Value Committee Meeting be called. In addition, the Fund’s administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies the Adviser or a Sub-Adviser of the Fund that such limits have been exceeded. In such event, the Adviser or a Sub-Adviser makes the determination whether a fair value committee meeting should be called based on the information provided.

Frequent Purchases and Redemptions of Fund Shares

“Market timing” refers to a pattern of frequent purchases and sales of the Fund’s shares, often with the intent of earning arbitrage profits. Market timing can harm other shareholders in various ways, including by diluting the value of the shareholders’ holdings, increasing Fund transaction costs, disrupting portfolio management strategy, causing the Fund to incur unwanted taxable gains, and forcing the Fund to hold excess levels of cash.

The Fund is intended to be a long-term investment vehicle and is not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements). This policy does not apply with respect to money market funds. The Fund’s transfer agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, the Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder’s account.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

i. if the shareholder conducts four or more “round trips” in the Fund (other than a money market fund) in any twelve-month period. A round trip involves the purchase of shares of the Fund and subsequent redemption of all or most of those shares. An exchange into and back out of the Fund in this manner is also considered a round trip.

ii. if the Fund determines, in its sole discretion, that a shareholder’s trading activity constitutes excessive short-term trading, regardless of whether such shareholder exceeds the foregoing round trip threshold.

The Fund in its sole discretion also reserves the right to reject any purchase request (including exchange requests) for any reason without notice.

investor’s trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Fund.

The Fund’s monitoring techniques are intended as a reasonable approach for identifying and deterring short-term trading in the Fund. However, despite the existence of these monitoring techniques, it is possible that short-term trading may occur in the Fund without being identified. For example, certain investors seeking to engage in short-term trading may be adept at taking steps to hide their identity or activity from the Fund’s monitoring techniques. Operational or technical limitations may also limit the Fund’s ability to identify short-term trading activity.

While it is the Fund’s intention that intermediaries trading in Fund shares will assist the Fund in enforcing the Fund’s policies, certain intermediaries may be unable or unwilling to effectively enforce the Fund’s trading or exchange restrictions. The Fund will monitor trading activity coming from such intermediaries and take reasonable steps to seek cooperation from any intermediary through which the Fund believes short-term trading activity is taking place.

Certain of the SEI funds are sold to participant-directed employee benefit plans. The Fund’s ability to monitor or restrict trading activity by individual participants in a plan may be constrained by regulatory restrictions or plan policies. In such circumstances, the Fund will take such action, including no action, as deemed appropriate in light of all the facts and circumstances.

Minimum Purchases

To purchase Class I Shares for the first time, you must invest at least $100,000 in the Fund with minimum subsequent investments of at least $1,000. The Fund may accept investments of smaller amounts at its discretion.

Foreign Investors

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Accounts for the Fund are generally opened through other financial institutions or financial intermediaries. When you open your account through your financial institution or financial intermediary, you will have to provide your name, address, date of birth, identification number and other information that will allow the financial institution or financial intermediary to identify you. This information is subject to verification by the financial institution or financial intermediary to ensure the identity of all persons opening an account.

The Fund will accept investments and your order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The Fund, however, reserves the right to close and/or liquidate your account at the then-current day’s price if the financial institution or financial intermediary through which you open your account is unable to verify your identity. As a result, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax consequences.

Customer identification and verification is part of the Fund’s overall obligation to deter money laundering under Federal law. The Fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. In this regard, the Fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order, (ii) freeze any account and/or suspend account services or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

How to Sell Your Fund Shares

If you hold Class I Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Fund receives your request or after the Fund’s authorized intermediary receives your request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law.

Receiving Your Money

Normally, the Fund will make payment on your sale on the Business Day following the day on which it receives your request, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account.

Redemptions in Kind

The Fund generally pays sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Fund’s remaining shareholders) the Fund might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption.

Suspension of Your Right to Sell Your Shares

The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI.

Telephone Transactions

Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine.

Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. SIDCo. receives no compensation for distributing the Fund’s shares.

For Class I Shares, shareholder and administrative servicing fees, as a percentage of average daily net assets, may each be up to 0.25%.

Disclosure of Portfolio Holdings Information

Information regarding the Fund’s policy and procedures on the disclosure of portfolio holdings information is available in the SAI. Portfolio holdings information for the Fund is available on the following website: http://www.seic.com/holdings_home_ria.asp. As of the most recent month-end, the Fund will post to the website the Fund’s top ten holdings and full portfolio holdings. The Fund’s top ten holdings will be available within ten (10) calendar days and the Fund’s full portfolio holdings will be available within thirty (30) calendar days of the end of each month. Holdings information will remain on the website until the first business day of the fifth month after the date to which the data relates.

Dividends, Distributions and Taxes

Dividends and Distributions

The Fund periodically distributes its investment income to shareholders as a dividend. It is the Fund’s policy to pay dividends at least once annually. The Fund makes distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in cash unless otherwise stated.

Taxes

Please consult your tax advisor regarding your specific questions about federal, state, local and foreign income taxes. Below the Fund has summarized some important tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change.

At least annually, the Fund will distribute substantially all of its net investment income and its net realized capital gains, if any. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates except to the extent they are designated as qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain holding period requirements are satisfied by you and by the Fund. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares. Long-term capital gains are currently taxable at the maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2008.

The Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such election.

More information about taxes is in the Fund’s SAI.

Financial Highlights

The table that follows presents performance information about Class I Shares of the Fund. This information is intended to help you understand the Fund’s financial performance for the past five years, or, if shorter, the period of the Fund’s operations. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Fund, assuming you reinvested all of your dividends and distributions.

This information has been audited by [ ], independent registered public accounting firm. Their report, along with the Fund’s financial statements, appears in the annual report that accompanies the Fund’s SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS ENDED SEPTEMBER 30,

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

Net Asset Value, Beginning of Period

Net Investment Income

Net Realized and Unrealized Gains (Losses) on Securities

Total from Operations

Dividends from Net Investment Income

Distributions from Realized Capital Gains

Total from Dividends and Distributions

Net Asset Value, End of Period

Total Return†

Net Assets End of Period ($ Thousands)

Ratio of Expenses to Average Net Assets

Ratio of Net Investment Income to Average Net Assets

Ratio of Expenses to Average Net Assets (Excluding Waivers)

Portfolio Turnover Rate

International Equity Fund

Class I

2004	$	X.XX	$	X.XX		$	X.XX		$	X.XX		$	X.XX		$	X.XX	$	X.XX		$	X.XX	X.XX	%	$	XX	X.XX	%	X.XX	%	X.XX	%	XX	%
2003	6.93		0.09		(1)	1.20		(1)	1.29			(0.02		)	—		(0.02		)	8.20		18.65		2,061		1.53		1.15		1.57		87
2002(2)	8.97		0.03			(2.07		)	(2.04		)	—			—		—			6.93		(22.74	)	639		1.53		0.61		1.54		70

(1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares.

(2) Class I shares were offered beginning January 4, 2002. All ratios for the period have been annualized.

Amounts designated as “—” are either $0 or have been rounded to $0.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Investment Adviser

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

More information about the Fund is available without charge through the following:

Statement of Additional Information (SAI)

Annual and Semi-Annual Reports

These reports list the Fund’s holdings and contain information from the Fund’s managers about fund strategies, and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Fund.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone: CALL 1-800-DIAL-SEI

By Mail: Write to the Fund at:

One Freedom Valley Drive

Oaks, PA 19456

By Internet: http://www.seic.com

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.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class Y Shares

PROSPECTUS

January 31, 2005

EMERGING MARKETS EQUITY FUND

Investment Adviser:

SEI INVESTMENTS MANAGEMENT CORPORATION

Investment Sub-Advisers:

ALLIANCE CAPITAL MANAGEMENT L.P.

THE BOSTON COMPANY ASSET MANAGEMENT LLC

CITIGROUP ASSET MANAGEMENT LIMITED

EMERGING MARKETS MANAGEMENT, L.L.C.

REXITER CAPITAL MANAGEMENT LIMITED

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.

About This Prospectus

SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class Y Shares of the Emerging Markets Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference.

This prospectus has been arranged into different sections so that you can easily review this important information. On the next page, there is some general information you should know about risk and return. For more detailed information about the Fund, please see:

		PAGE
PRINCIPAL INVESTMENT STRATEGIES AND RISKS, PERFORMANCE INFORMATION AND EXPENSES		XXX
MORE INFORMATION ABOUT FUND INVESTMENTS		XXX
INVESTMENT ADVISER AND SUB-ADVISERS		XXX
PURCHASING AND SELLING FUND SHARES		XXX
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION		XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES		XXX
FINANCIAL HIGHLIGHTS		XXX
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST		BACK COVER

GLOBAL ASSET ALLOCATION

The Emerging Markets Equity Fund has its own distinct risk and reward characteristics, investment objective, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and the Fund is designed in part to implement those strategies. The degree to which an investor’s portfolio is invested in the particular market segments and/or asset classes represented by the Fund and other funds that are part of the allocation strategies varies, as does the investment risk/return potential represented by the Fund and the other funds. The Fund may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in the Fund along with other 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 Fund, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC’s investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These 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 managers for the Fund to ensure that they do not deviate from their stated investment philosophy or process.

RISK/RETURN INFORMATION

The Emerging Markets Equity Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities.

The Fund has an investment goal and strategies for reaching that goal. The Fund’s assets are managed under the direction of SIMC and one or more Sub-Advisers who manage portions of the Fund’s assets in a way that they believe will help the Fund achieve its goal. No matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency.

EMERGING MARKETS EQUITY FUND

Fund Summary

*Investment Goal:*	Capital appreciation
*Share Price Volatility:*	Very high
*Principal Investment Strategy:*	Utilizing multiple sub-advisers, the Fund invests in equity securities of emerging markets companies

Investment Strategy

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 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

As of January 31, 2005, the Fund’s Class Y Shares had not commenced operations, and did not have a performance history. Since Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that the Class Y Shares have lower expenses.

This 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.

1996	8.70	%
1997	– 9.12	%
1998	– 31.95	%
1999	70.31	%
2000	– 34.47	%
2001	– 2.46	%
2002	– 7.99	%
2003	49.05	%
2004	X.XX	%

Best Quarter	Worst Quarter
X.XX%	X.XX%
(XX/XX/XX)	(XX/XX/XX)

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.

*** 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 different emerging market countries.

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

Annual Fund Operating Expenses
(Expenses deducted from Fund assets)

	Class Y Shares
Investment Advisory Fees	1.05	%
Distribution (12b-1) Fees	None
Other Expenses	X.XX	%*
Total Annual Fund Operating Expenses	X.XX	%**

* Other expenses are based on estimated amounts for the current fiscal year.

** The Fund’s total actual annual fund operating expenses for the current fiscal year are expected to be less than the amount shown above because the Adviser may waive a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser may discontinue all or part of these waivers at any time. With these fee waivers, the Fund’s actual total operating expenses are expected to be as follows:

Emerging Markets Equity Fund — Class Y Shares

X.XX

For more information about these fees, see “Investment Adviser and Sub-Advisers” and “Distribution of Fund Shares.”

Example

1 Year

3 Years

5 Years

10 Years

Emerging Markets Equity Fund — Class Y Shares

More Information About Fund Investments

Investment Adviser and Sub-Advisers

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund’s investment policies and guidelines, and monitors each Sub-Adviser’s adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of the Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives.

Sub-Advisers and Portfolio Managers

Emerging Markets Equity Fund:

Alliance Capital Management L.P.: Alliance Capital Management L.P. (Alliance Capital), 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 Capital manages the portion of the Emerging Markets Equity Fund’s assets allocated to Alliance Capital.

Purchasing and Selling Fund Shares

This section tells you how to purchase and sell (sometimes called redeem) Class Y Shares of the Fund.

The Fund offers Class Y Shares only to financial institutions and intermediaries for their own or their customers’ accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI.

How to Purchase Fund Shares

You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day).

Financial institutions and intermediaries may purchase Class Y Shares by placing orders with the Fund’s Transfer Agent (or its authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Generally, cash investments must be transmitted or delivered in federal funds to the Fund’s wire agent by the close of business on the day after the order is placed. However, in certain circumstances the Fund at its discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund’s procedures and applicable law. The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund’s view, is likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). For more information regarding the Fund’s policy and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis.

If you deal directly with a financial institution or financial intermediary, you will have to follow the institution’s or intermediary’s procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

The Fund calculates its NAV once each Business Day as of 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, the Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

Pricing of Fund Shares

NAV for one Fund share is the value of that share’s portion of the net assets of the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price.

most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held by the Fund are provided daily by recognized independent pricing agents. If a security’s price cannot be obtained from an independent pricing agent, the Fund will value the security using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund’s Fair Value Procedures, as described below.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates net asset value if an event that could materially affect the value of those securities (a Significant Event) has occurred between the time of the security’s last close and the time that the Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the Adviser or a Sub-Adviser of the Fund becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Fair Value Committee Meeting be called. In addition, the Fund’s administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates net asset value. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies the Adviser or a Sub-Adviser of the Fund that such limits have been exceeded. In such event, the Adviser or a Sub-Adviser makes the determination whether a fair value committee meeting should be called based on the information provided.

Frequent Purchases and Redemptions of Fund Shares

The Fund is intended to be a long-term investment vehicle and is not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter

by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements). This policy does not apply with respect to money market funds. The Fund’s transfer agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, the Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder’s account.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

The Fund in its sole discretion also reserves the right to reject any purchase request (including exchange requests) for any reason without notice.

Judgments with respect to implementation of the Fund’s policy are made in good faith in a manner that the Fund believes is consistent with the best long-term interests of shareholders. When applying the Fund’s policy, the Fund may consider (to the extent reasonably available) an investor’s trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Fund.

Minimum Purchases

To purchase Class Y Shares for the first time, you must invest at least $100,000 in the Fund with minimum subsequent investments of at least $1,000. The Fund may accept investments of smaller amounts at its discretion.

Foreign Investors

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

How to Sell Your Fund Shares

If you hold Class Y Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call

1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Fund receives your request or after the Fund’s authorized intermediary receives your request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law.

Receiving Your Money

Redemptions in Kind

Suspension of Your Right to Sell Your Shares

The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI.

Telephone Transactions

Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. SIDCo. receives no compensation for distributing the Fund’s Class Y Shares.

Disclosure of Portfolio Holdings Information

Dividends, Distributions and Taxes

Dividends and Distributions

You will receive dividends and distributions in cash unless otherwise stated.

Taxes

At least annually, the Fund will distribute substantially all of its net investment income and its net realized capital gains, if any. The dividends and distributions you receive from the Fund may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates except to the extent they are designated as qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain holding period requirements and other requirements are satisfied by you and by the Fund. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares. Long-term capital gains are currently taxable at the maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2008.

The Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such election.

More information about taxes is in the Fund’s SAI.

Financial Highlights

The table that follows presents performance information about Class A Shares of the Fund. Since Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that the Class Y Shares have lower expenses. This information is intended to help you understand the Fund’s financial performance for the past five years. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Fund, assuming you reinvested all of your dividends and distributions.

FOR THE YEARS ENDED SEPTEMBER 30,

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

Net Asset Value, Beginning of Period

Net Investment Income (Loss)

Net Realized and Unrealized Gains (Losses) on Securities

Total from Operations

Dividends and Distributions from Net Investment Income

Distributions from Realized Capital Gains

Total from Dividends and Distributions

Net Asset Value, End of Period

Total Return†

Net Assets End of Period ($ Thousands)

Ratio of Expenses to Average Net Assets

Ratio of Net Investment Income (Loss) to Average Net Assets

Ratio of Expenses to Average Net Assets (Excluding Waivers)

Portfolio Turnover Rate

Emerging Markets Equity Fund

Class A

2004	$	X.XX	$	X.XX		$	X.XX		$	X.XX		$	X.XX		$	X.XX	$	X.XX		$	X.XX	X.XX	%	$	XX	X.XX	%	X.XX	%	X.XX	%	XX	%
2003	6.53		0.05		(1)	2.42		(1)	2.47			—			—		—			9.00		37.83		936,560		1.95		0.71		2.14		69
2002	6.08		0.01			0.47			0.48			(0.03		)	—		(0.03		)	6.53		7.78		739,880		1.95		0.08		2.14		109
2001	9.19		0.04			(3.15		)	(3.11		)	—			—		—			6.08		(33.84	)	1,010,428		1.95		0.54		2.13		126
2000	9.13		(0.05		(1)	0.12		(1)	0.07			(0.01		)	—		(0.01		)	9.19		0.71		1,285,033		1.96		(0.46	)	2.12		110

† Returns are for the period indicated and have not been annualized.

(1) Per share net investment income and net realized and unrealized gains (losses) calculated using average shares.

Amounts designated as “—” are either $0 or have been rounded to $0.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Investment Adviser

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

More information about the Fund is available without charge through the following:

Statement of Additional Information (SAI)

Annual and Semi-Annual Reports

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone: Call 1-800-DIAL-SEI

By Mail:                Write to the Fund at:
                                One Freedom Valley Drive
                                Oaks, PA 19456

By Internet: http://www.seic.com

From the SEC: You can 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.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class A Shares

Class A Shares of the Tax-Managed International Equity Fund

are currently not being offered

PROSPECTUS

January 31, 2005

TAX-MANAGED INTERNATIONAL EQUITY FUND

Investment Adviser:

SEI INVESTMENTS MANAGEMENT CORPORATION

[Investment Sub-Advisers:]

[ ]

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

About This Prospectus

SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class A Shares of the Tax-Managed International Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference.

This prospectus has been arranged into different sections so that you can easily review this important information. On the next page, there is some general information you should know about risk and return. For more detailed information about the Fund, please see:

	PAGE
Principal Investment Strategies and Risks, Performance Information and Expenses	XXX
More Information About Fund Investments	XXX
Investment Adviser and Sub-Advisers	XXX
Purchasing and Selling Fund Shares	XXX
Disclosure of Portfolio Holdings Information	XXX
Dividends, Distributions and Taxes	XXX
How To Obtain More Information About SEI Institutional International Trust	BACK COVER

GLOBAL ASSET ALLOCATION

The Tax-Managed International Equity Fund has its own distinct risk and reward characteristics, investment objective, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and the Fund is designed in part to implement those strategies. The degree to which an investor’s portfolio is invested in the particular market segments and/or asset classes represented by the Fund and other funds that are part of the allocation strategies varies, as does the investment risk/return potential represented by the Fund and the other funds. The Fund may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in the Fund along with other funds representing a range of asset classes as part of a global asset allocation strategy may reduce the strategy’s overall level of volatility. As a result, a global asset allocation strategy may reduce risk.

In managing the Fund, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC’s investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These 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 managers for the Fund to ensure that they do not deviate from their stated investment philosophy or process.

RISK/RETURN INFORMATION

The Tax-Managed International Equity Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities.

The Fund has its own investment goal and strategies for reaching that goal. The Fund’s assets are managed under the direction of SIMC and one or more Sub-Advisers manage the Fund’s assets in a way that they believe will help the Fund achieve its goal. No matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency.

TAX-MANAGED INTERNATIONAL EQUITY FUND

Fund Summary

*Investment Goal*	Long-term capital appreciation
*Share Price Volatility*	Medium to high
*Principal Investment Strategy*	Utilizing multiple sub-advisers, the Fund minimizes the current tax impact on shareholders by buying and holding equity securities of foreign companies with lower dividend yields

Investment Strategy

Under normal circumstances, the Tax-Managed International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are 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 securities of issuers located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund’s portfolio under the general supervision of SIMC. Generally, the Sub-Advisers attempt to minimize current taxes by using a “buy and hold” strategy, but they will also utilize such techniques as investing in companies that pay relatively low dividends; selling stocks with the highest tax cost first; and offsetting losses against gains where possible. To protect against loss of value during periods of market decline, the Sub-Advisers may use a variety of hedging techniques, such as buying put options, selling index futures, short selling “against the box” and entering into equity swaps.

What are the Risks of Investing in the Fund?

Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer’s home country. These various risks will be even greater for investments in emerging

market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries.

The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole.

The Fund is managed to minimize tax consequences to investors, but will likely earn taxable income and gains from time to time.

Performance Information

As of January 31, 2005, the Fund had not commenced operations, and did not have a performance history.

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

Annual Fund Operating Expenses (expenses deducted from Fund assets)

	Class A Shares
Investment Advisory Fees	0.51	%
Distribution (12b-1) Fees	None
Other Expenses	0.78	%*
Total Annual Fund Operating Expenses	1.29	%**

* Other expenses are based on estimated amounts for the current fiscal year.

Tax-Managed International Equity Fund — Class A Shares

1.28

For more information about these fees, see “Investment Adviser and Sub-Advisers” and “Distribution of Fund Shares.”

Example

		1 Year		3 Years
Tax-Managed International Equity Fund - Class A Shares		$131		$409

More Information About Fund Investments

The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations that would not ordinarily be consistent with the Fund’s objectives. The Fund will do so only if SIMC or the Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, there is no guarantee that the Fund will achieve its investment goal.

Investment Adviser and Sub-Advisers

SIMC acts as the manager of managers of the Fund, and is responsible for the investment performance of the Fund since it allocates the Fund’s assets to one or more Sub-Advisers and recommends hiring or changing Sub-Advisers to the Board of Trustees.

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund’s investment policies and guidelines, and monitors each Sub-Adviser’s adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of the Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives.

SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, PA 19456, serves as the Adviser to the Fund. As of December 31, 2004, SIMC had approximately $XX billion in assets under management. It is expected that SIMC will receive investment advisory fees of 0.51% of the average daily net assets of the Fund.

Sub-Advisers and Portfolio Managers

[ ]

Purchasing and Selling Fund Shares

This section tells you how to purchase and sell (sometimes called redeem) Class A Shares of the Fund.

The Fund offers Class A Shares only to financial institutions and intermediaries for 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 Fund’s Transfer Agent (or its authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Generally, cash investments must be transmitted or delivered in federal funds to the Fund’s wire agent by the close of business on the day after the order is placed. However, in certain circumstances the Fund at its discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund’s procedures and applicable law. The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund’s view, is likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). For more information regarding the Fund’s policy and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis.

If you deal directly with a financial institution or financial intermediary, you will have to follow the institution’s or intermediary’s procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

Pricing of Fund Shares

NAV for one Fund share is the value of that share’s portion of the net assets of the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price.

When valuing portfolio securities, the Fund values securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on NASDAQ) at the last quoted sale price on the primary exchange or market (foreign or domestic) on which the securities are traded, or, if there is no such reported sale, at the most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held by the Fund are provided daily by recognized independent pricing agents. If a security’s price cannot be obtained from an independent pricing agent, the Fund will value the security using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund’s Fair Value Procedures, as described below.

Frequent Purchases and Redemptions of Fund Shares

costs, disrupting portfolio management strategy, causing the Fund to incur unwanted taxable gains, and forcing the Fund to hold excess levels of cash.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

The Fund in its sole discretion also reserves the right to reject any purchase request (including exchange requests) for any reason without notice.

Minimum Purchases

To purchase Class A Shares for the first time, you must invest at least $100,000 in the Fund with minimum subsequent investments of at least $1,000. The Fund may accept investments of smaller amounts at its discretion.

Foreign Investors

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

How to Sell Your Fund Shares

If you hold Class A Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Fund receives your request or after the Fund’s authorized intermediary receives your request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law.

Receiving Your Money

Redemptions in Kind

Suspension of Your Right to Sell Your Shares

The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI.

Telephone Transactions

Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. SIDCo. receives no compensation for distributing the Fund’s shares.

For Class A Shares, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%.

Disclosure of Portfolio Holdings Information

month-end, the Fund will post to the website the Fund’s top ten holdings and full portfolio holdings. The Fund’s top ten holdings will be available within ten (10) calendar days and the Fund’s full portfolio holdings will be available within thirty (30) calendar days of the end of each month. Holdings information will remain on the website until the first business day of the fifth month after the date to which the data relates.

Dividends, Distributions and Taxes

Dividends and Distributions

The Fund periodically distributes its investment income to shareholders as a dividend. It is the policy of the Fund to pay dividends at least once annually. The Fund makes distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in cash unless otherwise stated.

Taxes

At least annually, the Fund will distribute substantially all of its net investment income and its net realized capital gains, if any. The dividends and distributions you receive from the Fund may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates except to the extent they are designated as qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain holding period requirements and other requirements are satisfied by you and by the Fund. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares. Long-term capital gains are currently taxable at the maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2008.

The Fund uses a tax management technique known as highest in, first out. Using this technique, the portfolio holdings that have experienced the smallest gain or largest loss are sold first in an effort to minimize capital gains and enhance after-tax returns.

The Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such an election.

More information about taxes is in the Fund’s SAI.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Investment Adviser

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

Legal Counsel

Morgan, Lewis & Bockius LLP

More information about the Fund is available without charge through the following:

Statement of Additional Information (SAI)

To Obtain an SAI or More Information:

By Telephone: Call 1-800-DIAL-SEI

By Mail: Write to the Fund at:
One Freedom Valley Drive
Oaks, PA 19456

By Internet: http://www.seic.com

SEI Institutional International Trust’s Investment Company Act registration number is 811-5601.

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.
Ashmore Investment Management Limited
The Boston Company Asset Management LLC
Capital Guardian Trust Company
Citigroup Asset Management Limited
Emerging Markets Management, L.L.C.
Fischer Francis Trees & Watts, Inc. and its affiliates
Fisher Investments, Inc.
McKinley Capital Management, Inc.
Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Limited
Rexiter Capital Management Limited
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, 2005. Prospectuses may be obtained without charge by writing the Trust's distributo r, 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, 2004, including notes thereto and the report of [ ] thereon, are herein incorporated by reference from the Trust's 2004 Annual Report. A copy of the 2004 Annual Report must accompany the delivery of this Statement of Additional Information. The Funds' most recent annual full portfolio schedule from Form N-CSR is a separate document supplied with the Statement of Additional Information and is incorporated by reference into this Statement of Additional Information.

January 31, 2005

TABLE OF CONTENTS

THE TRUST				S-2

INVESTMENT OBJECTIVES AND POLICIES				S-2

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS				S-7

American Depositary Receipts				S-8

Asset-Backed Securities				S-8

Brady Bonds				S-8

Commercial Paper				S-9

Dollar Rolls				S-9

Equity-Linked Warrants				S-9

Equity Securities				S-10

Eurobonds				S-11

Fixed Income Securities				S-11

Foreign Securities				S-13

Forward Foreign Currency Contracts				S-13

Futures and Options on Futures				S-15

High Yield Foreign Sovereign Debt Securities				S-16

Illiquid Securities				S-16

Investment Companies				S-17

Loan Participations and Assignments				S-17

Money Market Securities				S-18

Mortgage-Backed Securities				S-18

Non-Diversification				S-20

Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks				S-20

Obligations of Supranational Entities				S-21

Options				S-21

Pay-In-Kind Bonds				S-22

Privatizations				S-22

Receipts				S-22

Repurchase Agreements				S-23

Restricted Securities				S-23

Reverse Repurchase Agreements				S-23

Securities Lending				S-24

Sovereign Debt				S-24

Structured Securities				S-25

Swaps, Caps, Floors, Collars and Swaptions				S-25

U.S. Government Securities				S-27

Variable and Floating Rate Instruments				S-27

When-Issued and Delayed Delivery Securities				S-27

Yankee Obligations				S-28

Zero Coupon Securities				S-28

INVESTMENT LIMITATIONS				S-29

THE ADMINISTRATOR AND TRANSFER AGENT				S-33

THE ADVISER AND SUB-ADVISERS				S-34

DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING				S-37

TRUSTEES AND OFFICERS OF THE TRUST				S-38

PROXY VOTING POLICIES AND PROCEDURES				S-42

PURCHASE AND REDEMPTION OF SHARES				S-43

TAXES				S-44

PORTFOLIO TRANSACTIONS				S-46

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION				S-49

DESCRIPTION OF SHARES				S-50

LIMITATION OF TRUSTEES' LIABILITY				S-50

CODES OF ETHICS				S-50

VOTING				S-50

SHAREHOLDER LIABILITY				S-50

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES				S-51

EXPERTS				S-52

CUSTODIAN				S-52

LEGAL COUNSEL				S-52

APPENDIX A - DESCRIPTION OF CORPORATE BOND RATINGS				A-1

January 31, 2005

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.

The investment adviser and sub-advisers to the Funds are referred to collectively as the "advisers."

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 invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are 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 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 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 shares of other investment companies, including securities issued by passive foreign investment companies.

There is no restriction on the maturity of any single instrument held by the Fund. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

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 its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

S-2

The Fund may purchase shares of exchange-traded funds ("ETFs") to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the Securities and Exchange Commission (the "SEC"), the Fund may invest in iShares ETFs in excess of the 5% and 10% limits set forth in Section 12(d)(1)(A) of the Investment Company Act of 1940, as amended (the "1940 Act"), provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

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.

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of emerging market issuers. The Fund will invest primarily in common stocks and other equity securities of foreign companies located in emerging market countries. 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; companies 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 companies 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 in shares of other investment companies, 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, enter into swap transactions, including caps, collars, floors, total return swaps and swaptions, and lend its securities to qualified borrowers.

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.

S-3

issues and repurchase agreements; and may hold a portion of its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the SEC, the Fund may invest in iShares ETFs in excess of the 5% and 10% limits set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

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 invest primarily in investment grade foreign government and corporate fixed income securities, as well as foreign mortgage-backed 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; (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.

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"); shares of other investment companies; 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 currency transactions and lend its securities to qualified borrowers. The Sub-Adviser seeks to enhance the Fund's return by actively managing the Fund's foreign currency exposure and the Fund's portfolio is not hedged against currency fluctuations relative to the U.S. dollar. In managing the Fund's currency exposure, the Sub-Adviser buys and sells securities (i.e., takes long or short positions) using futures, foreign currency forward contracts and other derivatives. 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 investment-grade fixed income securities of issuers in, or denominated in the currencies of, developing countries or are determined by the advisers to be of comparable quality to such securities at the time of purchase.

There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

Due to its investment strategy, the Fund may buy or sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

S-4

certificates of deposit; bankers' acceptances; time deposits; commercial paper; short-term corporate debt issues and repurchase agreements; and may hold a portion of its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

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 emerging market 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 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; companies 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; companies that are organized under the laws of and have a principal office in an emerging market country; or government issuers located in an emerging market country.

Fixed income securities of emerging market issuers in which the 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, 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 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

S-5

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.

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"). Information about "junk bonds" is provided under "Fixed Income Securities."

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.

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.

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.

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.

S-6

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, lend its securities to qualified borrowers and invest in shares of other investment companies, including securities issued by passive foreign investment companies.

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 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. There may be no bottom limit on the ratings of high-yield securitie s that may be purchased or held by the Fund.

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.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following are descriptions of the permitted investments and investment practices discussed in the Funds' "Investment Objectives and Policies'' section and the associated risk factors. A Fund may purchase any of these instruments and/or engage in any of these investment practices if, in the opinion of an adviser, such investment will be advantageous to the Fund. A Fund is free to reduce or eliminate its activity in any of these areas. Each Fund's advisers will only invest in any of the following instruments or engage in any of the

S-7

following investment practices if such investment or activity is consistent with and permitted by the Fund's stated investment policies. There is no assurance that any of these strategies or any other strategies and methods of investment available to a Fund will result in the achievement of the Fund's objectives.

AMERICAN DEPOSITARY RECEIPTS-American Depositary Receipts ("ADRs"), as well as other "hybrid" forms of ADRs, including EDRs, CDRs and GDRs, are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depositary banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer's home country. The depositary bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.

Investments in the securities of foreign issuers may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States.

ASSET-BACKED SECURITIES-Asset-backed securities are securities backed by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Other asset-backed securities may be created in the future. Asset-backed securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Asset-backed 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 debt obligations. Asset-backed securities may be traded over-the-counter and typically have a short-intermediate maturity structure depending on the paydown chara cteristics of the underlying financial assets which are passed through to the security holder.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts and, 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 collateral may not, in some cases, be available to support payments on those securities.

Asset-backed 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 holder. There may be a limited secondary market for such securities.

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. Brady Bonds may

S-8

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 B onds and other foreign sovereign debt securities in which a Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect the 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.

COMMERCIAL PAPER-Commercial paper is the term used to designate unsecured short-term promissory notes issued by corporations and other entities. Maturities on these issues vary from a few days up to 270 days.

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. If a Fund enters into dollar roll transactions, the Fund will "cover" its position as required by the 1940 Act.

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

S-9

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 is 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 select to mitigate this risk by only purchasing from issuers with high credit ratings). 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 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 and include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Investments in equity securities in general are subject to market risks, which may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a Fund invests will cause the net asset value of the Fund to fluctuate. The Funds purchase and sell equity securities in various ways, including securities listed on recognized foreign exchanges, traded in the United States on registered exchanges or in the over-the-counter market. Equity securities are described in more detail below:

Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock.

Warrants. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at a price above their "conversion value," which is the current market value of the stock to be received upon

S-10

conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the v alue of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

Small and Medium Capitalization Issuers. Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. The securities of smaller companies are often traded over-the-counter and, even if listed on a national securities exchange, may not be traded in volumes typical for that exchange. Consequently, the securities of smaller companies are likely to be less liquid, may have limited market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more esta blished companies or the market averages in general.

EUROBONDS-A Eurobond is a fixed income security 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 the fixed income investments in which a Fund invests will 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 necessarily affect cash income derived from these securities, but will affect a Fund's net asset value.

Additional information regarding fixed income securities is described below:

Duration. Duration is a measure of the expected change in value of a fixed income security for a given change in interest rates. For example, if interest rates changed by one percent, the value of a security having an effective duration of two years generally would vary by two percent. Duration takes the length of the time intervals between the present time and time that the interest and principal payments are scheduled, or in the case of a callable bond, expected to be received, and weighs them by the present values of the cash to be received at each future point in time.

Investment Grade Fixed Income Securities. Fixed income securities are considered investment grade if they are rated in one of the four highest rating categories by a nationally recognized statistical rating organization ("NRSRO"), or, if not rated, are determined to be of comparable quality by a Fund's adviser. See

S-11

"Appendix A-Description of Corporate Bond Ratings" for a description of the bond rating categories of several NRSROs. Ratings of each NRSRO represent its opinion of the safety of principal and interest payments (and not the market risk) of bonds and other fixed income securities it undertakes to rate at the time of issuance. Ratings are not absolute standards of quality and may not reflect changes in an issuer's creditworthiness. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. In the event a security owned by a Fund is downgraded, the advisers will review the situation and take appropriate action with regard to the security.

Lower Rated Securities. Lower rated bonds are 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.

Fixed income securities are subject to the risk of an issuer's ability to meet principal and interest payments on the obligation (credit risk), and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). Lower rated or unrated (i.e., high yield) securities are more likely to react to developments affecting market and credit risk than are more highly rated securities, which primarily react to movements in the general 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 percepti on 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 generally are not 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 may not be as liquid as the secondary market for more highly rated securities. As a result, a Fund's adviser 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 highly liquid. Furthermore, a Fund may experience difficulty in valuing certain securities at certain times. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating such Fund's net asset value. Prices for high yield sec urities may also be affected by legislative and regulatory developments.

Lower rated or unrated fixed income 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.

Sensitivity to Interest Rate and Economic Changes. Lower rated bonds are very sensitive to adverse economic changes and corporate developments. During an economic downturn, highly leveraged issuers may experience financial stress that would adversely 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

S-12

bond's value may decrease in a rising interest rate market, as will the value of a 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.

Liquidity and Valuation. There may be little trading in the secondary market for particular bonds, which may affect adversely a Fund's ability to value accurately or dispose of such bonds. Adverse publicity and investor perception, whether or not based on fundamental analysis, may decrease the value and liquidity of high-yield, high-risk bonds, especially in a thin market.

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 accretes in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Because the original issue discount earned by a 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.

FOREIGN SECURITIES-Foreign securities are securities issued by non-U.S. issuers. Investments in foreign securities may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization, or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuations in value due to changes in the exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks.

The value of a Fund's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollar, and a Fund may be affected favorably or unfavorably by changes in the exchange rates or exchange or currency control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by a Fund. Such investments may also entail higher custodial fees and sales commissions than domestic investments.

A Fund's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to an emerging country, there may be a greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

In addition to the risks of investing in emerging market country debt securities, a Fund's investment in government or government-related securities of emerging market countries and restructured debt instruments in emerging markets are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A Fund may have limited recourse in the event of default on such debt instruments.

FORWARD FOREIGN CURRENCY CONTRACTS-A forward foreign currency contract involves a negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date,

S-13

which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward foreign currency contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

The Funds may use currency instruments to engage in the following types of currency transactions:

Transaction Hedging. Transaction Hedging is entering into a currency transaction with respect to specific assets or liabilities of a Fund, which will generally arise in connection with the purchase or sale of its portfolio securities or the receipt of income therefrom. A Fund may enter into Transaction Hedging out of a desire to preserve the U.S. dollar price of a security when it enters into a contract for the purchase or sale of a security denominated in a foreign currency. A Fund may be able to protect itself against possible losses resulting from changes in the relationship between the U.S. dollar and foreign currencies during the period between the date the security is purchased or sold and the date on which payment is made or received by entering into a forward contract for the purchase or sale, for a fi xed amount of dollars, of the amount of the foreign currency involved in the underlying security transactions.

Position Hedging. A Fund may sell a non-U.S. currency and purchase U.S. currency to reduce exposure to the non-U.S. currency ("Position Hedging"). A Fund may use Position Hedging when an adviser reasonably believes that the currency of a particular foreign country may suffer a decline against the U.S. dollar. A Fund may enter into a forward foreign currency contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. The precise matching of the forward foreign currency contract amount and the value of the portfolio securities involved may not have a perfect correlation since the future value of the securities hedged will change as a consequence of the market between the date the forward c ontract is entered into and the date it matures. The projection of short-term currency market movement is difficult, and the successful execution of this short-term hedging strategy is uncertain.

Cross Hedges. A Fund may also cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which the Fund has or in which the Fund expects to have portfolio exposure.

Proxy Hedges. A Fund may also engage in proxy hedging. Proxy hedging is often used when the currency to which a Fund's portfolio is exposed is difficult to hedge or to hedge against the U.S. dollar. Proxy hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency or currencies in which some or all of a Fund's portfolio securities are or are expected to be denominated, and to buy U.S. dollars. The amount of the contract would not exceed the value of the Fund's securities denominated in linked currencies.

Risks. Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to a Fund if the currency being hedged fluctuates in value to a degree in a direction that is not anticipated. Furthermore, there is a risk that the perceived linkage between various currencies may not be present or may not be present during the particular time that a Fund is engaging in proxy hedging. If a Fund enters into a currency hedging transaction, the Fund will "cover" its position as required by the 1940 Act.

Currency transactions are subject to certain risks that are different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchase and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These can result in losses to a Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures are

S-14

subject to the same risks that apply to the use of futures generally. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available. Currency exchange rates may fluctuate based on factors extrinsic to that country's economy. Although forward foreign currency contracts and currency futures tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they may limit any potential gain which might result should the value of such currency increase.

A Fund will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to proxy hedging as described above.

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. 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 c ontracts are closed out prior to the expiration date of the contract.

A Fund will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges regulated by the Commodities Futures Trading Commission ("CFTC"). Consistent with CFTC regulations, the Funds have claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under the Commodity Exchange Act. A Fund may use futures contracts and related options for either hedging purposes or risk management purposes, as permitted by its stated investment policies. Instances in which a Fund may use futures contracts and related options for risk management purposes include: attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes.

When a Fund purchases or sells a futures contract, or sells an option thereon, the Fund is required to "cover" its position as required by the 1940 Act. A Fund may also "cover" its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price) as high or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price of the futures contract, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also "cover" its long position in a futures contrac t by taking a short position in the instruments underlying the futures contract, or by taking positions in instruments with prices which are expected to move relatively consistently with the futures contract. A Fund may "cover" its short position in a futures contract by taking a long position in the instruments underlying the futures contract, or by taking positions in instruments with prices which are expected to move relatively consistently with the futures contract.

A Fund may also "cover" its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price of the written (sold) call, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. A Fund may also "cover" its sale of a call option by taking positions in instruments with prices which are expected to move

S-15

relatively consistently with the call option. A Fund may "cover" its sale of a put option on a futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option, or, if the short position in the underlying futures contract is established at a price less than the strike price of the written put, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also "cover" its sale of a put option by taking positions in instruments with prices which are expected to move relatively consistently with the put option.

There are significant risks associated with a Fund's use of futures contracts and options on futures including the following: (1) the success of a hedging strategy may depend on the advisers' 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 a 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. In addition, some strategies reduce a Fund's exposure to price fluctuations, while others tend to increase its market exposure.

HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES-Investing in fixed and floating rate high yield foreign sovereign debt securities will expose a 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 a 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 unemploym ent. 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 in the ordinary course of business (within seven days) at approximately the prices at which they are valued. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Trust's Board of Trustees. Despite such good faith efforts to determine fair value prices, a Fund's illiquid securities are subject to the risk that the security's fair value price may differ from the actual price which the Fund may ultimately realize upon its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to the Fund. Under the supervision of the Trust's Board of Trustees, the advisers determine the liquidity of a Fund's inv estments. In determining the liquidity of the Fund's investments, the advisers may consider various factors, including: (1) the frequency and volume of trades and quotations; (2) the number of dealers and prospective purchasers in the marketplace; (3) dealer undertakings to make a

S-16

market; and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

INVESTMENT COMPANIES-Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, open-end investment companies, and real estate investment trusts represent interests in professionally managed portfolios that may invest in various types of instruments. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net a sset value, but may also be traded in the secondary market. Federal securities laws limit the extent to which a Fund can invest in securities of other investment companies. Generally, a Fund is prohibited from acquiring the securities of another investment company if, as a result of such acquisition: (1) the Fund owns more than 3% of the total voting stock of the other company; (2) securities issued by any one investment company represent more than 5% of the Fund's total assets; or (3) securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Fund. The Trust and SEI Investments Management Corporation have obtained an order from the SEC that permits the Funds to invest their uninvested cash and cash collateral from securities lending activities in one or more affiliated investment companies, which complies with Rule 2a-7 under the 1940 Act, in excess of the limits of Section 12 of the 1940 Act. A Fund may invest in investme nt companies managed by the advisers to the extent permitted by any rule or regulation of the SEC or any order or interpretation thereunder.

The Funds are prohibited from acquiring any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) or Section 12(d)(1)(F) of the 1940 Act.

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. 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. 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.

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 i mproper 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

S-17

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 SECURITIES-Money market securities include: short-term U.S. Government securities; custodial receipts evidencing separately traded interest and principal components of securities issued by the U.S. Treasury; commercial paper rated in the highest short-term rating category by an NRSRO, such as S&P or Moody's, or determined by an adviser to be of comparable quality at the time of purchase; short-term bank obligations (certificates of deposit, time deposits and bankers' acceptances) of U.S. commercial banks with assets of at least $1 billion as of the end of their most recent fiscal year; and repurchase agreements involving such securities. For a description of ratings, see Appendix A to this SAI.

MORTGAGE-BACKED SECURITIES-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 floating mortgages. Mortgage-backed securities are described in more detail below:

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 are the Government National Mortgage Association ("GNMA"),
Fannie Mae and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). Obligations of GNMA are backed by the full faith and credit of the U.S. Government. Obligations of Fannie Mae and Freddie Mac are not backed by the full faith and credit of the U.S. Government. Fannie Mae obligations are supported by the discretionary authority of the U.S. Government to purchase such obligations and Freddie Mac obligations are supported only by the credit of Freddie Mac. Fannie Mae and Freddie Mac obligations are not backed by the full faith and credit of the U.S. Government as GNMA certificates are, but Fannie Mae and Freddie Mac securities are supported by the instrumentalities' right to borrow from the U.S. Treasury. GNMA, Fannie Mae and Freddie Mac each guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. In the past, Freddie Mac has only guaranteed the ultimate collection of principal of the underlying mortgage loan; however, Freddie Mac now issues mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment of monthly principal reductions. Government and private guarantees do not extend to the securities' value, which is likely to vary inversely with fluctuations in interest rates.

The market value and interest yield of these mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying mortgages. These securities represent ownership in a pool of federally insured mortgage loans with a maximum maturity of 30 years. However, due to scheduled and unscheduled principal payments on the underlying loans, these securities have a shorter average maturity and, therefore, less principal volatility than a comparable 30-year bond. Since prepayment rates vary widely, it is not possible to accurately predict the average maturity of a particular mortgage-backed security. The scheduled monthly interest and principal payments relating to mortgages in the pool will be "passed through" to investors.

Government mortgage-backed securities differ from conventional bonds in that principal is paid back to the certificate holders over the life of the loan rather than at maturity. As a result, there will be monthly scheduled payments of principal and interest. In addition, there may be unscheduled principal payments representing prepayments on the underlying mortgages. Although these securities may offer yields higher than those available from other types of U.S. Government securities, mortgage-backed securities may be less

S-18

effective than other types of securities as a means of "locking in" attractive long-term rates because of the prepayment feature. For instance, when interest rates decline, the value of these securities likely will not rise as much as comparable debt securities due to the prepayment feature. In addition, these prepayments can cause the price of a mortgage-backed security originally purchased at a premium to decline in price to its par value, which may result in a loss.

Private Pass-Through Securities. Private pass-through securities 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 generally lack a guarantee by an entity having the credit status of a governmental agency or instrumentality. The two principal types of private mortgage-backed securities are collateralized mortgage obligations ("CMOs") and real estate mortgage investment conduits ("REMICs").

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.

CMOs. CMOs are securities collateralized by mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds representing an interest in a pool of mortgages where the cash flow generated from the mortgage collateral pool is dedicated to bond repayment), and mortgage-backed bonds (general obligations of the issuers payable out of the issuers' general funds and additionally secured by a first lien on a pool of single family detached properties). CMOs are rated in one of the two highest categories by S&P or Moody's. Many CMOs are issued with a number of classes or series which have different expected maturities. Investors purchasing such CMOs are credited with their portion of the scheduled payments of interest and principal on the underlying mortgages plus all unscheduled prepayments of principal ba sed on a predetermined priority schedule. Accordingly, the CMOs in the longer maturity series are less likely than other mortgage pass-throughs to be prepaid prior to their stated maturity. Although some of the mortgages underlying CMOs may be supported by various types of insurance, and some CMOs may be backed by GNMA certificates or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies or instrumentalities, the CMOs themselves are not generally guaranteed.

REMICs. REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by interests in real property. Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by Fannie Mae or Freddie Mac represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, Freddie Mac or GNMA-guaranteed mortgage pass-through certificates. For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely payment of interest. GNMA REMIC Certificates are backed by the full faith and credit of the U.S. Government.

Adjustable Rate Mortgage Securities ("ARMS"). ARMS are a form of pass-through security representing interests in pools of mortgage loans whose interest rates are adjusted from time to time. The adjustments usually are determined in accordance with a predetermined interest rate index and may be subject to certain limits. While the value of ARMS, like other debt securities, generally varies inversely with changes in market interest rates (increasing in value during periods of declining interest rates and decreasing in value during periods of increasing interest rates), the value of ARMS should generally be more resistant to price swings than other debt securities because the interest rates of ARMS move with market interest rates. The adjustable rate feature of ARMS will not, however, eliminate fluctuations in th e prices of ARMS, particularly during periods of extreme fluctuations in interest rates. Also, since many adjustable rate mortgages only reset on an annual basis, it can be expected that the prices of ARMS will fluctuate to the extent that changes in prevailing interests rates are not immediately reflected in the interest rates payable on the underlying adjustable rate mortgages.

S-19

Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities are securities that are created when a U.S. Government agency or a financial institution separates the interest and principal components of a mortgage-backed security and sells them as individual securities. The holder of the "principal-only" security ("PO") receives the principal payments made by the underlying mortgage-backed security, while the holder of the "interest-only" security ("IO") receives interest payments from the same underlying security. The prices of stripped mortgage-backed securities may be particularly affected by changes in interest rates. As interest rates fall, prepayment rates tend to increase, which tends to reduce prices of IOs and increase prices of POs. Rising interest rates can have the opposite effect.

Parallel Pay Securities; PAC Bonds. Parallel pay CMOs and REMICs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which must be retired by its stated maturity date or final distribution date, but may be retired earlier. Planned Amortization Class CMOs ("PAC Bonds") generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes.

Pfandbriefe. A Pfandbriefe is a fixed-term, fixed-rate bond issued by a German mortgage bank or a public-sector bank to finance secured real estate loans or public sector loans. Although Pfandbriefe are collateralized securities, the issuer assumes all of the prepayment risk.

Estimated Average Life. Due to the possibility of prepayments of the underlying mortgage instruments, mortgage-backed securities generally do not have a known maturity. In the absence of a known maturity, market participants generally refer to an estimated average life. An average life estimate is a function of an assumption regarding anticipated prepayment patterns, based upon current interest rates, current conditions in the relevant housing markets and other factors. The assumption is necessarily subjective, and thus different market participants can produce different average life estimates with regard to the same security. There can be no assurance that estimated average life will be a security's actual average life.

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 their assets may be invested in the obligations of a limited number of issuers. 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 DOMESTIC BANKS, FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS-The Funds may invest in obligations issued by banks and other savings institutions. Investments in bank obligations include obligations of domestic branches of foreign banks and foreign branches of domestic banks. Such investments in domestic branches of foreign banks and foreign branches of domestic banks may involve risks that are different from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political and economic developments, possible withholding taxes on interest income, seizure or nationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on the securities held by a Fund. Additionally, these institutions may be subject to less stringent reserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic branches of U.S. banks. Bank obligations include the following:

Bankers' Acceptances. Bankers' acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Corporations use bankers' acceptances to finance the shipment and storage of goods and to furnish dollar exchange. Maturities are generally six months or less.

S-20

Certificates of Deposit. Certificates of deposit are interest-bearing instruments with a specific maturity. They are issued by banks and savings and loan institutions in exchange for the deposit of funds and normally can be traded in the secondary market prior to maturity. Certificates of deposit with penalties for early withdrawal will be considered illiquid.

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 securities.

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 "stockholders," 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 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.

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" as required by the 1940 Act.

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. All options written on indices or securities must be "covered" as required by the 1940 Act.

Each Fund may trade put and call options on securities, securities indices and currencies, as the advisers determine is appropriate in seeking the Fund's investment objective, and except as restricted by a Fund's investment limitations. See "Investment Limitations."

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. If a Fund is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

A Fund may purchase put and call options on securities for any lawful purpose, including 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 for such options. 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.

S-21

A Fund may write (i.e., sell) "covered" call options on securities for any lawful purpose, including as a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value. When a Fund writes an option, if the underlying securities do not increase or decrease, as applicable, 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 pr ice, 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 a price in excess of the market value of such securities.

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 SEC's position that OTC options are generally illiquid.

The market value of an option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the pricing volatility of the underlying security and the time remaining until the expiration date.

Risks. 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.

RECEIPTS-Receipts are interests in separately traded interest and principal component parts of U.S. Government obligations that are issued by banks or brokerage firms and are created by depositing U.S. Government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment Growth 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, which means that they are sold at a substantial discount and redeemed at face value at their

S-22

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. For tax purposes, original issue discount that accretes in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements applicable to regulated investment companies under Subchapter M of the Code. Because of these features, such securities may be subject to greater interest rate volatility than interest paying fixed income securities.

REPURCHASE AGREEMENTS-A repurchase agreement is an agreement in which one party sells securities to another party in return for cash, with an agreement to repurchase equivalent securities at an agreed price and on an agreed future date. A Fund may enter into repurchase agreements with financial institutions. The Funds each follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions deemed creditworthy by the advisers. The repurchase agreements entered into by a Fund will provide that the underlying collateral at all times shall have a value at least equal to 102% of the resale price stated in the agreement. The advisers monitor compliance with this requ irement, as well as the ongoing financial condition and creditworthiness of the counterparty. Under all repurchase agreements entered into by a Fund, the custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution, a Fund will seek to liquidate such collateral. However, the exercising of each Fund's right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. The investments of each of the Funds in repurchase agreements, at times, may be substantial when, in the view of the advisers, liquidity or other considerations so warrant.

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. Permitted investments for the Funds include restricted securities. Restricted securities, including securities eligible for re-sale under Rule 144A of the 1933 Act, that are determined to be liquid are not subject to a Fund's limitation on investing in illiquid securities. The determination of whether a restricted security is illiquid is to be made by an adviser pursuant to guidelines adopted by the Trust's Board of Trustees. Under these guidelines, the particular adviser will consider the frequency of trades and quotes for the security, the number of dealers in, and potential purchasers for, the securities, dealer undertakings to make a market in the security, and the nature of the security and of the marketplace trades. In purchasing such restricted securities, the advisers intend to purchase securities that are exempt from registration under Rule 144A under the 1933 Act and Section 4(2) commercial paper issued in reliance on an exemption from registration under Section 4(2) of the 1933 Act.

REVERSE REPURCHASE AGREEMENTS-Certain Funds may borrow funds for temporary purposes by entering into reverse repurchase agreements. Reverse repurchase agreements are transactions in which a Fund sells portfolio securities to financial institutions such as banks and broker-dealers, and agrees to repurchase them at a mutually agreed-upon date and price which is higher than the original sale price. Reverse repurchase agreements are similar to a fully collateralized borrowing by the Fund. At the time the Fund enters into a reverse repurchase agreement, it will earmark or place 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 risks. Reverse repurchase agreements are a form of leverage and the use of reverse repurchase agreements by a Fund may increase the Fund's volatility. Reverse repurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to a Fund. Reverse repurchase agreements also 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. In addition, when a Fund invests the proceeds it receives in a reverse repurchase transaction, there is a risk that those investments may decline in

S-23

value. In this circumstance, the Fund could be required to sell other investments in order to meet its obligations to repurchase the securities.

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 331/3% 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 issuers, 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 underlyi ng 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. 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.

S-24

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 certa in 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 th e 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.

Certain Funds may enter into credit default swaps, as a buyer or a seller. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided no event of default has occurred. If an event of default occurs, the seller must pay the buyer the full notional value ("par value") of the underlying in exchange for the underlying. If a Fund is a buyer and no event of default occurs, the Fund will have made a stream of payments to the seller without having benefited from the default protection it purchased. However, if an event of default occurs, the Fund, as buyer, will receive the full notional value of the underlying that may have little or no value following default. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, provided there is no default. If an event of default occurs, the Fund would be obligated to pay t he notional value of the underlying in return for the

S-25

receipt of the underlying. The value of the underlying received by the Fund, coupled with the periodic payments previously received may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund. Credit default swaps involve different risks than if a Fund invests in the underlying directly.

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 foreign 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 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.

Generally, the Fund would calculate the obligations of the swap agreements' counterparties on a "net basis." Consequently, a Fund's current obligation (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each counterparty to the swap agreement (the "net amount"). A Fund's current obligation under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered as required by the 1940 Act. Each Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under the existing agreements with that party would exceed 5% of the Fund's total assets.

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 swap agreements. As a result, the use of swaps has become more prevalent 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 risk in 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" its position as required by the 1940 Act.

S-26

U.S. GOVERNMENT SECURITIES-Examples of types of U.S. Government obligations in which a Fund may invest include U.S. Treasury obligations and the obligations of U.S. Government agencies or U.S. Government sponsored entities such as Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Fannie Mae, Government National Mortgage Association, General Services Administration, Student Loan Marketing Association, Central Bank for Cooperatives, Freddie Mac, Federal Intermediate Credit Banks, Maritime Administration, and other similar agencies. Whether backed by the full faith and credit of the U.S. Treasury or not, U.S. Government securities are not guaranteed against pr ice movements due to fluctuating interest rates.

U.S. Treasury Obligations. U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the federal book-entry system known as Separately Traded Registered Interest and Principal Securities ("STRIPS") and Treasury Receipts ("TRs").

U.S. Government Zero Coupon Securities. STRIPS and receipts 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 cha nges than are non-zero coupon securities with similar maturity and credit qualities.

U.S. Government Agencies. Some obligations issued or guaranteed by agencies of the U.S. Government are supported by the full faith and credit of the U.S. Treasury (e.g., Treasury bills, notes and bonds, and securities guaranteed by GNMA), others are supported by the right of the issuer to borrow from the Treasury (e.g., Federal Home Loan Banks), while still others are supported only by the credit of the inst rumentality (e.g., Fannie Mae). 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 obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of a Fund's shares.

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 reset period. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES-When-issued and delayed delivery basis transactions involve the purchase of an instrument with payment and delivery taking place in the future. Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. The interest rate realized on these securities is fixed as of the purchase date and no interest accrues to the Fund before settlement. These securities are subject to market fluctuation due to changes in market interest rates, and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Fund generally purchases securities on a when-issued or forward commitment basis with the intention of actually acqu iring securities for its portfolio, the Fund may dispose of a when-issued security or forward commitment prior to settlement if it deems it appropriate. When a Fund purchases when-issued or delayed delivery securities, it will "cover" its position as required by the 1940 Act.

S-27

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. These obligations consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers' acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government.

The Yankee obligations selected for a Fund will adhere to the same quality standards as those utilized for the selection of domestic debt obligations.

ZERO COUPON SECURITIES-Zero coupon securities are securities that are sold at a discount to par value and securities on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received "phantom income" annually. Because a Fund will distribute its "phantom income" to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, the Fund will have fewer assets with which to purchase income producing securities. Pay-in-kind securities pay interest in either cash or additional securities, at the issuer's option, for a specified period. Pay-in-ki nd 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. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the 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.

To avoid any leveraging concerns, a Fund will "cover" its position as required by the 1940 Act. 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 z ero 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.

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 ob ligation. A Fund must accrete the discount or interest on high-yield bonds structured as zero coupon securities as income even though it does not receive a corresponding cash interest payment until the security's maturity or payment date. For tax purposes, original issue discount that accretes in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements applicable to the regulated investment companies under Subchapter M of the Code. A Fund may have to dispose of its securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing cash to satisfy distribution requirements. A Fund accrues income with respect to the securities prior to the receipt of cash payments.

S-28

INVESTMENT LIMITATIONS

Fundamental Policies. 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, International Fixed Income and Emerging Markets Debt Funds may not:

1. Purchase securities of an issuer if it would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. This investment limitation does not apply to the Emerging Markets Debt or International Fixed Income Funds.

2. Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

3. Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

4. Make loans, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

5. Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

6. Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

7. With respect to the International Fixed Income Fund, acquire more than 10% of the voting securities of any one issuer.

The Tax-Managed International Equity Fund 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.

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 331/3% 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 30 0% is required.

4. Make loans if, as a result, more than 331/3% of its total assets would be lent to other parties, except that the 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.

S-29

5. Purchase or sell real estate, physical commodities, or commodities contracts, except that the 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.

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 permitted borrowings or related to the deposit of assets in escrow or in segregated accounts in compliance with the asset segregation requirements imposed by Section 18 of the 1940 Act, or any rule or SEC staff interpretation thereunder.

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.

6. 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 or Tax-Managed International Equity Funds.

7. Purchase any securities which would cause 25% or more of the 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, its agencies or instrumentalities. This limitation does not apply to the Tax-Managed International Equity Fund.

8. Borrow money in an amount exceeding 331/3% 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 its borrowings exceed 5% of its assets: (i) all borrowings will be repaid before a Fund makes additional investments and any interest paid on such borrowings will reduce income; and (ii) asset coverage of at least 3 00% is required. This limitation does not apply to the Tax-Managed International Equity Fund.

S-30

9. Make loans if, as a result, more than 331/3% 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. This limitation does not apply to the Tax-Managed International Equity Fund.

10. 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. This limitation does not apply to the Tax-Managed International Equity Fund.

11. Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC. This limitation does not apply to the Tax-Managed International Equity Fund.

12. 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.

13. With respect to the International Equity Fund, invest less than 80% of its net assets, under normal circumstances, in equity securities. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the International Equity Fund's shareholders.

14. With respect to the Emerging Markets Equity Fund, invest less than 80% of its net assets, under normal circumstances, in equity securities of emerging market issuers. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the Emerging Markets Equity Fund's shareholders.

15. With respect to the Emerging Markets Debt Fund, invest less than 80% of its net assets, under normal circumstances, in fixed income securities of emerging markets issuers. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the Emerging Markets Debt Fund's shareholders.

16. With respect to the Tax-Managed International Equity Fund, invest less than 80% of its net assets, under normal circumstances, in equity securities. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the Tax-Managed International Equity Fund's shareholders.

The International Fixed Income Fund may not:

1. Purchase any securities which would cause 25% or more 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 or instrumentalities.

2. Borrow money except for temporary or emergency purposes and then only in an amount not exceeding 10% of the value of the total assets of the Fund. This borrowing provision is included solely to facilitate the orderly sale of portfolio securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before the Fund makes additional investments 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 its Prospectus in aggregate amounts not to exceed 10% of the new 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) 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; (ii) engage in securities lending as described in its Prospectus and in the Statement of Additional Information; and (iii) purchase or hold debt securities in accordance with its stated investment objectives and policies.

S-31

5. Invest in companies for the purpose of exercising control.

6. 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.

7. 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.

8. Purchase securities of other investment companies except as permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. Under these rules and regulations, the Fund is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Fund owns more than 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.

9. Issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowing as described in the Prospectus and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC.

10. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases.

11. Invest less than 80% of its net assets, under normal circumstances, in fixed income securities. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the International Fixed Income Fund's shareholders.

For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund, and for purposes of the Tax-Managed International Equity Fund, 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 (except for the limitation on borrowing) 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 following descriptions of the 1940 Act may assist shareholders in understanding the above policies and restrictions.

Diversification. Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. Government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer's outstanding voting securities would be held by the fund.

Concentration. The SEC has presently defined concentration as investing 25% or more of an investment company's net assets in an industry or group of industries, with certain exceptions.

S-32

Borrowing. The 1940 Act presently allows a fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 331/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).

Senior Securities. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

Lending. Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies. Each Fund's non-fundamental investment policy on lending is set forth above.

Underwriting. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.

Real Estate. The 1940 Act does not directly restrict a fund's ability to invest in real estate, but does require that every fund have a fundamental investment policy governing such investments. The International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds have adopted a fundamental policy that would permit direct investment in real estate. However, the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds have a non-fundamental investment limitation that prohibits them from investing directly in real estate. This non-fundamental policy may be changed only by vote of each Fund's Board of Trustees.

THE ADMINISTRATOR AND TRANSFER AGENT

General. 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 fund evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as administrator or sub-administrator to other mutual funds.

Administration Agreement with the 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 or employs certain other parties, including its affiliates, who provide such 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 A dministrator 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

S-33

"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 waiver for the fiscal years ended September 30, 2002, 2003, and 2004:

	Administration Fees Paid (000)							Administration Fees Waived (000)
Fund	2002		2003		2004			2002		2003		2004
International Equity Fund	$	11,154	$	9,487	$	X	X	$	0	$	0	$	X	X
Emerging Markets Equity Fund	$	6,546	$	5,206	$	X	X	$	0	$	0	$	X	X
International Fixed Income Fund	$	5,771	$	4,965	$	X	X	$	0	$	0	$	X	X
Emerging Markets Debt Fund	$	2,981	$	3,345	$	X	X	$	0	$	0	$	X	X
Tax-Managed International Equity Fund		*		*		*			*		*		*

* Not in operation during such period.

THE ADVISER AND SUB-ADVISERS

General. SEI Investments Management Corporation ("SIMC") serves as the investment adviser for the Funds. SIMC is a wholly-owned subsidiary of SEI Investments, a financial services company. The principal business address of SIMC and SEI Investments is Oaks, Pennsylvania 19456. SEI Investments was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. SIMC and its affiliates currently serve as adviser or administrator to more than 8 investment companies, including more than XX funds, with more than $XX billion in assets under management as of December 31, 2004.

Manager of Managers Structure. 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.

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.

Advisory and Sub-Advisory Agreements. 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 r ecommendations 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.

S-34

The Advisory Agreement and certain of the Sub-Advisory Agreements provide that SIMC (or any sub-adviser) shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder. In addition, certain of the Sub-Advisory Agreements provide that the sub-adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties, or from reckless disregard of its obligations or duties thereunder.

The continuance of each Investment Advisory Agreement must be specifically approved at least annually: (i) by the vote of a majority of the outstanding shares of that Fund or by the Trustees; and (ii) by the vote of a majority of the Trustees who are not parties to such Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. Each Investment Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees of the Trust or, with respect to a Fund, by a majority of the outstanding shares of that Fund, on not less than 30 days' nor more than 60 days' written notice to SIMC or a sub-adviser, as applicable, or by SIMC or a sub-adviser, as applicable, on 90 days' written notice to the Trust.

Advisory Fees. 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 the sub-advisers out of its investment advisory fees.

For each Fund, the following table shows: (i) the dollar amount of fees paid to SIMC by each Fund; and (ii) the dollar amount of SIMC's voluntary fee waivers for the fiscal years ended September 30, 2002, 2003, and 2004:

	Fees Paid (000)							Fee Waivers (000)
Fund	2002		2003		2004			2002		2003		2004
International Equity Fund	$	12,188	$	9,906	$	X	X	$	329	$	741	$	X	X
Emerging Markets Equity Fund	$	8,671	$	6,879	$	X	X	$	1,904	$	1,531	$	X	X
International Fixed Income Fund	$	1,443	$	1,241	$	X	X	$	0	$	0	$	X	X
Emerging Markets Debt Fund	$	2,419	$	2,769	$	X	X	$	1,479	$	1,605	$	X	X
Tax-Managed International Equity Fund		*		*		*			*		*		*

* Not in operation during such period.

The Sub-Advisers

Alliance Capital Management L.P.

Alliance Capital Management L.P. ("Alliance Capital") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity and International Equity Funds. Alliance Capital is a Delaware limited partnership of which Alliance Capital Management Corporation, an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial") is a general partner. AXA Financial is a wholly-owned subsidiary of AXA.

Ashmore Investment Management Limited

Ashmore Investment Management Limited ("Ashmore") serves as a sub-adviser to a portion of the assets of the Emerging Markets Debt Fund. Ashmore is an indirectly wholly-owned subsidiary of Ashmore Group Limited.

S-35

The Boston Company Asset Management LLC

The Boston Company Asset Management LLC ("The Boston Company") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. The Boston Company is a wholly-owned indirect subsidiary of Mellon Financial Corporation.

Capital Guardian Trust Company

Capital Guardian Trust Company ("Capital Guardian") serves as a sub-adviser to a portion of the assets of the International Equity Fund. Capital Guardian is a wholly-owned subsidiary of Capital Group International, Inc., which in turn is a wholly-owned subsidiary of The Capital Group Companies, Inc. Capital Guardian was founded in 1968 and is a registered investment adviser.

Citigroup Asset Management Limited

Citigroup Asset Management Limited ("Citigroup") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. Citigroup was founded in 1998 and is a wholly-owned indirect subsidiary of Citigroup Inc. Citigroup Inc. is a publicly traded company on the New York Stock Exchange and is approximately 10% employee owned.

Emerging Markets Management, L.L.C.

Emerging Markets Management, L.L.C. ("EMM") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. EMM is owned by Emerging Markets Investors Corporation, which in-turn is majority owned by Antoine van Agtmael and Michael Duffy.

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 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 16 employee shareholders 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.

Fisher Investments, Inc.

Fisher Investments, Inc. ("Fisher") serves as a sub-adviser to a portion of the assets of the International Equity Fund. Fisher is the successor firm to a sole-proprietorship operating under the name Fisher Investments, which began managing discretionary assets in 1978. Fisher is wholly-owned by its employees. Kenneth L. Fisher has more than 75% ownership of the firm.

McKinley Capital Management Inc.

McKinley Capital Management Inc. ("McKinley Capital") serves as a sub-adviser to a portion of the assets of the International Equity Fund. McKinley Capital was founded in 1990 and is wholly-owned by its employees.

Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Inc. ("MSIM Inc.") serves as a sub-adviser to a portion of the assets of the International Equity Fund. MSIM Inc. is a wholly-owned subsidiary of Morgan Stanley. MSIM Inc. delegates certain investment advisory responsibilities to its affiliate, Morgan Stanley Investment

S-36

Management Limited ("MSIM Limited"). MSIM Limited is an indirect wholly-owned subsidiary of Morgan Stanley.

Rexiter Capital Management Limited

Rexiter Capital Management Limited ("Rexiter") serves as a sub-adviser to the Emerging Markets Equity Fund. Rexiter was founded in 1997 and is 75% owned by State Street Global Alliance, LLC and 25% owned by its employees. State Street Global Alliance, LLC is beneficially owned 51% by State Street Corporation and 49% by ABP (the pension fund for Dutch State employees).

Salomon Brothers Asset Management Inc

Salomon Brothers Asset Management Inc ("SaBAM") serves as a sub-adviser to a portion of the assets of the Emerging Markets Debt Fund. SaBAM was established in 1987 and is an indirect wholly-owned subsidiary of Citigroup Inc.

Sub-Advisory Fees. 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, 2002, 2003, and 2004:

	Sub-Advisory Fees Paid (000)							Sub-Advisory Fees Waived (000)
Fund	2002		2003		2004			2002		2003		2004
International Equity Fund	$	7,845	$	6,488	$	X	X	$	0	$	0	$	X	X
Emerging Markets Equity Fund	$	5,585	$	3,500	$	X	X	$	0	$	0	$	X	X
International Fixed Income Fund	$	60	$	910	$	X	X	$	0	$	0	$	X	X
Emerging Markets Debt Fund	$	1,728	$	2,001	$	X	X	$	0	$	0	$	X	X
Tax-Managed International Equity Fund		*		*		*			*		*		*

* Not in operation during such period.

DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING

Distribution Agreement. SEI Investments Distribution Co. (the "Distributor") serves as each Fund's distributor. The Distributor is a wholly-owned subsidiary of SEI Investments. The Distributor has its principal business address at Oaks, Pennsylvania 19456.

The Distributor serves as each Fund's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The Distribution Agreement shall be reviewed and ratified at least annually: (i) by the Trust's Trustees or by the vote of a majority of the outstanding shares of the Trust; and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement will terminate in the event of any assignment, as defined in the 1940 Act, and is terminable with respect to a particular Fund on not less than 60 days' notice by the Trust's Trustees, by vote of a majority of the outstanding shares of such Fund or by the Distributor. The Distributor will receive no compensation for the distribution of Fund shares.

Shareholder and Administrative Servicing Plans. The Trust has also adopted shareholder servicing plans for its Class A and Class I shares (each a "Shareholder Servicing Plan" and collectively the "Shareholder Servicing Plans"). Under the Shareholder Servicing 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 processin g dividend payments. Under the

S-37

Shareholder Servicing 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.

The Trust has adopted an administrative servicing plan ("Administrative Servicing Plan") for its Class I shares. Under the Administrative Servicing 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 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 XX funds and includes funds not described in this Statement of Additional Information. 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 SIMC, the Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, Expedition Funds, The MDL Funds, SEI Global Master Fund, plc, SEI Global Assets Fund, plc, SEI Global Investments Fund, plc, SEI Investments Global, Limited, SEI Absolute Return Master Fund, L.P., SEI Opportunity Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Fund, L.P., SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income 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. Self-employed Consultant since 2003. Partner, Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003, counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Director of SEI Investments since 1974; Secretary of SEI Investments since 1978. Director of the Distributor since 2003. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Expedition Funds, The MDL Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income 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 Distributor and SIMC.

S-38

Independent Trustees.

F. WENDELL GOOCH (DOB 12/03/32)-Trustee (since 1988)-Retired. Trustee of SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income 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)-Attorney, Solo Practitioner since 1994. Partner, Dechert Price & Rhoads (law firm), September 1987-December 1993. Director of U.S. Charitable Gift Trust. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Expedition Funds, The MDL Funds, Massachusetts Health and Education Tax-Exempt Trust, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income 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. Trustee of State Street Navigator Securities Lending Trust, The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Expedition Funds, The MDL Funds, SEI Absolute Return Master Fund, L.P., SEI Opportunity Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Fund, L.P., SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income 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)-Director, Governor's Office of Health Care Reform, Commonwealth of Pennsylvania, since 2003. Founder and Principal, Grecoventures Ltd., from 1999 to 2002. Director, Sunoco, Inc.; Director, Exelon Corporation. Trustee of Pennsylvania Real Estate Investment Trust, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

NINA LESAVOY (DOB 07/24/57)-Trustee (since 2003)-Partner, Cue Capital since 2002. Head of Sales, Investorforce, January 2000-December 2001. Global Partner working for the CEO, Invesco Capital, January 1998-January 2000. Head of Sales and Client Services, Chancellor Capital and later LGT Asset Management, 1986-2000. Trustee of SEI Absolute Return Master Fund, L.P., SEI Opportunity Master Fund, L.P., SEI Absolute Return Fund, L.P., SEI Opportunity Fund, L.P., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Institutional Investments Trust.

JAMES M. WILLIAMS (DOB 10/10/47)-Trustee (since 2004)-Vice President and Chief Investment Officer, J. Paul Getty Trust, Non Profit Foundation for Visual Arts, since December 2002. President, Harbor Capital Advisors and Harbor Mutual Funds, 2000-2002. Manager, Pension Asset Management, Ford Motor Company, 1997-1999. Trustee of SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income 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 auditor's compensation, the proposed scope and terms of its engagement, and the firm's independence; pre-approving audit and non-audit services provided by the Trust's independent auditor to the Trust and certain other affiliated entities; serving as a channel of communication between the independent au ditor and the Trustees; reviewing the results of each external audit, including any qualifications in the independent auditor's opinion, any related management letter, management's responses to recommendations made by the independent auditor in connection with the audit, reports

S-39

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 auditor and the Trust's senior internal accounting executive, if any, the independent auditor's report on the adequacy of the Trust's internal financial controls; reviewing, in consultation with the Trust's independent auditor, major changes regarding auditing and accounting principles and practices to be followed when preparing the Trust's financial statements; and other audit related matters. Messrs. Gooch, Storey and Sullivan, Ms. Greco and Ms . Lesavoy currently serve as members of the Audit Committee. The Audit Committee meets periodically, as necessary, and met four times during the Trust's most recently completed 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 responsibility of the Fair Value Pricing Committee is 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 P ricing Committee meets as necessary, and met XX times during the Trust's most recently completed 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 responsibilities of the Nominating Committee are to consider, recommend and nominate candidates to fill vacancies on the Trust's Board, if any. The Nominating Committee operates under procedures approved by the Board which provide that the Nominating Committee will consider nominees recommended by shareholders when such recommendations are submitted in writing and addressed to the Nominating Committee at the Trust's address. Messrs. Gooch, Storey, Sullivan and Williams, Ms. Greco and Ms. Lesavoy currently serve as members of the Nominating Co mmittee. The Nominating Committee meets periodically, as necessary, and met three times during the Trust's most recently completed fiscal year.

Board of Trustees Considerations in Approving the Continuation of Advisory and Sub-Advisory Agreements. As discussed in the section of this Statement of Additional Information 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 m eeting, the Board requests and reviews a wide variety of information from the advisers. The Trustees use this information, as well as other information that the 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 each adviser about: (a) the quality of the adviser's investment management and other services; (b) the adviser's investment management personnel; (c) the adviser's operations and financial condition; (d) the adviser's brokerage practices (including any soft dollar arrangements) and investment strategies; (e) the level of the advisory fees that the 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 profitability from its Fund-related operations; (h) the adviser's compliance systems; (i) the adviser's policies on and compliance procedures for

S-40

personal securities transactions; (j) the adviser's reputation, expertise and resources in domestic financial markets; and (k) each Fund's performance compared with similar mutual funds.

At the meeting, representatives from the advisers presented additional oral and written information to the Board to help the Board evaluate the 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 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 Investment Advisory Agreement are fair and reasonable; and (ii) the advisers' fees are reasonable in light of the services that the 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.

Name	Dollar Range of Fund Shares (Fund)*	Aggregate Dollar Range of Shares (Fund Complex)*
Mr. Nesher	$XX	$XX
Mr. Doran	$XX	$XX
Mr. Gooch	$XX	$XX
Mr. Storey	$XX	$XX
Mr. Sullivan	$XX	$XX
Ms. Greco	$XX	$XX
Ms. Lesavoy	$XX	$XX
Mr. Williams	$XX	$XX

* Valuation date is December 31, 2004.

Board Compensation. The Trust paid the following fees to the Trustees during its most recently completed fiscal year.

Name

Aggregate
Compensation

Pension or
Retirement
Benefits Accrued
as Part of
Fund Expenses

Estimated
Annual
Benefits Upon
Retirement

Total Compensation
From the Trust
and Fund
Complex *

Mr. Nesher

N/A

$XX

Mr. Doran

N/A

$XX

Mr. Gooch

N/A

$XX

Mr. Storey

N/A

$XX

Mr. Sullivan

N/A

$XX

Ms. Greco

N/A

$XX

Ms. Lesavoy

N/A

$XX

Mr. Williams

N/A*

$XX*

* Mr. Williams was appointed a Trustee as of October 27, 2004.

S-41

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.

Certain officers of the Trust also serve as officers to one or more mutual funds to which SEI Investments or its affiliates act as investment adviser, administrator or 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. Director and President of SIMC since 2004. Chief Executive Officer of the Administrator and Director of the Distributor since 2003. Executive Vice President of the Administrator, 1994-2003. Executive Vice President of SIMC, 1994-2004.

TIMOTHY D. BARTO (DOB 03/28/68)-Vice President and Secretary (since 2002)-Vice President and Assistant Secretary of the Trust, 1999-2002. General Counsel and Secretary of SIMC and the Administrator since 2004. Vice President of SIMC and the Administrator since 1999. Vice President and Assistant Secretary of SEI Investments since 2001. Assistant Secretary of SIMC, the Administrator and the Distributor and Vice President of Distributor, 1999-2003.

JOHN MUNERA (DOB 01/14/63)-Vice President and Assistant Secretary (since 2002)-Global AML Compliance Officer at SEI Investments since March 2002. Middle Office Compliance Officer at SEI Investments, July 2000-December 2002. Supervising Examiner at Federal Reserve Bank of Philadelphia, 1988-2000.

PETER (PEDRO) A. RODRIGUEZ (DOB 01/18/62)-Controller and Chief Financial Officer (since 2003)-Director, Fund Accounting and Administration, SEI Investments Global Funds Services, March 1997 to April 2002 and September 2002 to Present. Vice President, Fund Administration, BlackRock Financial Management, April 2002 to September 2002.

JOHN J. MCCUE (DOB 04/20/63)-Vice President (since 2004)-Director of Portfolio Implementations for SIMC, August 1995 to present. Managing Director of Money Market Investments for SIMC, January 2003 to present.

THOMAS D. JONES (DOB 03/23/65)-Chief Compliance Officer (since 2004)-Compliance Officer and Assistant Secretary of SIMC since March 2004. First Vice President, Merrill Lynch Investment Managers (Americas), 1992-2004.

SOFIA A. ROSALA (DOB 02/01/74)-Vice President and Assistant Secretary (since 2004)- Compliance Officer of SEI Investments since September 2001. Account and Product Consultant, SEI Private Trust Company, 1998-2001.

PHILIP T. MASTERSON (DOB 03/12/64)-Vice President and Assistant Secretary (since 2004)- Joined SEI Investments in August 2004. General Counsel, Citco Mutual Fund Services, 2003-2004. Vice President and Associate Counsel, OppenheimerFunds, 2001-2003. Vice President and Assistant Counsel, OppenheimerFunds, 1997-2001.

PROXY VOTING POLICIES AND PROCEDURES

The Funds have delegated proxy voting responsibilities to SIMC, subject to the Board's general oversight. In delegating proxy voting responsibilities, each Fund has directed that proxies be voted consistent with a Fund's best economic interests. SIMC has adopted its own proxy voting policies and guidelines for this purpose (the "Procedures"). As required by applicable regulations, SIMC has provided this summary of its Procedures concerning proxies voted by SIMC on behalf of each investment advisory client who delegates

S-42

voting responsibility to SIMC, which includes the Funds (each a "Client"). The Procedures may be changed as necessary to remain current with regulatory requirements and internal policies and procedures.

SIMC votes proxies in the best economic interests of Clients. SIMC has elected to retain an independent proxy voting service (the "Service") to vote proxies for Client accounts, which votes proxies in accordance with Proxy Voting Guidelines (the "Guidelines") approved by SIMC's Proxy Voting Committee (the "Committee"). The Guidelines set forth the manner in which SIMC will vote on matters that may come up for shareholder vote. The Service will review each matter on a case-by-case basis, and vote the proxies in accordance with the Guidelines. For example, the Guidelines provide that SIMC will vote in favor of proposals to require shareholder ratification of any poison pill, shareholder proposals that request companies to adopt confidential voting, and for management proposals to do so, and shareholder social, workforce, and environmental proposals that create good corporate citizens while enhancing long-term sharehol der value, and will vote against director nominees (or a Board) if it believes that a nominee (or the Board) has not served the economic long-term interests of shareholders.

Prior to voting a proxy, the Service makes available to SIMC its recommendation on how to vote in light of the Guidelines. SIMC retains the authority to overrule the Service's recommendation on any specific proxy proposal and to instruct the Service to vote in a manner determined by the Committee. Before doing so, the Committee will determine whether SIMC may have a material conflict of interest regarding the proposal. If the Committee determines that SIMC has such a material conflict, SIMC shall instruct the Service to vote in accordance with the Service's recommendation unless SIMC, after full disclosure to the Client of the nature of the conflict, obtains the Client's consent to voting in the manner determined by the Committee (or otherwise obtains instructions from the client as to how to vote on the proposal).

For each proxy, SIMC maintains all related records as required by applicable law. A Client may obtain, without charge, a copy of SIMC's Procedures and Guidelines, or information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2004, by calling SIMC at 1-800-DIAL-SEI, by writing to SIMC at One Freedom Valley Drive, Oaks, Pennsylvania 19456, or on the SEC's website at http://www.sec.gov.

PURCHASE AND REDEMPTION OF SHARES

Shares of a Fund may be purchased in exchange for securities included in the Fund subject to the Administrator'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. A shareholder may recognize a gain or a loss for federal income tax purposes in making the exchange.

The Administrator 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.

S-43

Currently, the following holidays are observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

It is currently the Trust's policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held by a Fund in lieu of cash. Shareholders may incur brokerage charges in connection with the sale of such securities. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Fund of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash. A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder's basis in the shares of the Fund redeemed.

Fund securities may be traded on foreign markets on days other than a Business Day or the net asset value of a Fund may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a Fund may not reflect all events that may affect the value of the Fund's foreign securities unless the adviser determines that such events materially affect net asset value in which case net asset value will be determined by consideration of other factors.

Certain shareholders in one or more of the Funds may obtain asset allocation services from SIMC and other financial intermediaries with respect to their investments in such Funds. 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 SIMC 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, securities and currencies, and for taxable years beginning after October 22, 2004, net income derived f rom an interest in a qualified publicly traded partnership ("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, the securities (other than the securities of other RICs) 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, or, for taxable years beginning after October 22, 2004, the securities of one or more qualified publicly traded partnerships.

S-44

Notwithstanding the Distribution Requirement described above, which only requires a Fund to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain, a Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for that year and 98% of its capital gain net income for the one-year period ending on October 31, of that year, plus certain other amounts. Each Fund intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs.

If you buy shares when the Fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and gains and receiving back a portion of the price in the form of a taxable distribution.

If the Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by the Fund. These complex tax rules also could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to a Fund and/or defer to a Fund's ability to recognize losses. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Fund's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement.

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 disallow ed 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 and lower tax rates on qualified dividend income for individual 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

S-45

distributes all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income which may occur at a time when the advisers would not have chosen to sell such securities and which may result in taxable gain or loss.

Because the Fund's income is derived primarily from investments in foreign rather than domestic U.S. securities, no portion of its distributions will generally be eligible for the dividends-received deduction.

Non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in the Fund.

State Taxes

A Fund is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the rules for federal income taxation described above. Many states grant tax-free status to ordinary income distributions that the Fund pays to you which are derived from interest on direct obligations of the U.S. government. Some states have minimum investment requirements for this tax-free status that must be met by the Fund. Investments in Ginnie Mae or Fannie Mae securities, banker's acceptances, commercial paper, and repurchase requirements collateralized by U.S. Government securities do not generally qualify for state tax-free treatment. The rules or exclusion of this income are different for corporate shareholders. Depending upon state and local law, distributions by a Fund to sh areholders 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 sharehold ers. 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 you. 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

S-46

to obtain the best net results taking into account such factors as price (including the applicable dealer spread), size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the advisers generally seek reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC.

The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Fund's advisers may cause the Trust to select a broker based upon brokerage or research services provided to the advisers. The advisers may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits the advisers, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. Brokerage and research services include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors 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 Investment Advisory Agreements. Any advisory or other fees paid to the advisers are not reduced as a result of the receipt of research services.

In some cases an adviser may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, the adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the adviser faces a potential conflict of interest, but the adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.

From time to time, a Fund may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the advisers with research services. The NASD has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these

S-47

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 years ended September 30, 2002, 2003, and 2004, the Funds paid the following brokerage fees:

	Total $ Amount of Brokerage Commission Paid (000)							Total $ Amount of Brokerage Commissions Paid to Affiliates (000)							% of Total Brokerage Commissions Paid to Affiliates							% Total Brokered Transactions Effected Through Affiliates
Fund	2002		2003		2004			2002		2003		2004			2002			2003			2004	2002			2003			2004
International Equity Fund	$	6,044	$	4,896	$	X	X	$	442	$	372	$	X	X		7	%		8	%	$XX		17	%		7	%	$XX
Emerging Markets Equity Fund	$	6,220	$	2,928	$	X	X	$	145	$	301	$	X	X		2	%		10	%	$XX		2	%		10	%	$XX
International Fixed Income Fund	$	0	$	0	$	X	X	$	0	$	0	$	X	X		0	%		0	%	$XX		0	%		9	%	$XX
Emerging Markets Debt Fund	$	0	$	0	$	X	X	$	0	$	0	$	X	X		0	%		0	%	$XX		0	%		9	%	$XX
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, 2003 and 2004, were as follows:

	Turnover Rate
Fund	2003			2004
International Equity Fund		87	%	XX%
Emerging Markets Equity Fund		69	%	XX%
International Fixed Income Fund		216	%	XX%
Emerging Markets Debt Fund		127	%	XX%
Tax-Managed International Equity Fund		*		*

* Not in operation during such period.

S-48

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, 2004, the Trust held securities from the following issuers:

[TO BE UPDATED]

Fund

Type of Security

Name of Issuer

Amount (000)

International Equity Fund

Repurchase Agreement

Barclays Capital

$XX

Repurchase Agreement

UBS

Equity

UBS

Equity

HSBC Securities

Equity

Barclays Capital

Repurchase Agreement

State Street Bank & Trust

Repurchase Agreement

Morgan Stanley

Equity

Credit Suisse

Equity

Deutsche Bank

Debt

Credit Suisse

Emerging Markets Equity Fund

Repurchase Agreement

State Street Bank & Trust

Repurchase Agreement

Barclays Capital

Repurchase Agreement

Morgan Stanley

Repurchase Agreement

UBS

International Fixed Income Fund

Repurchase Agreement

State Street Bank & Trust

Debt

J.P. Morgan

Debt

Citigroup

Debt

HSBC Securities

Debt

Goldman Sachs

Emerging Markets Debt Fund

Repurchase Agreement

State Street Bank & Trust

Repurchase Agreement

Barclays Capital

Repurchase Agreement

UBS

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Information regarding the availability of the Funds' portfolio holdings can be obtained on the Internet at the following address: http://www.seic.com/holdings_home_ria.asp (the "Portfolio Holdings Website").

Ten calendar days after each month end, a list of the top ten portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Thirty calendar days after the end of each month, a list of all portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the first business day of the fifth month after the date to which the data relates, at which time it will be permanently removed from the site.

Portfolio holdings information may be provided to independent third party reporting services (e.g., Lipper or Morningstar), but will be delivered no earlier than the date such information is posted on the Portfolio Holdings Website, unless the reporting service executes an agreement with the Trust which provides that: (i) the portfolio holdings information will be kept confidential; and (ii) the person will not trade on the information. Portfolio holdings information may also be provided at any time to the Funds' Trustees and service providers, as well as to state and federal regulators and government agencies, and as otherwise requested by law or judicial process.

Neither the Funds, SIMC, nor any other service provider to the Funds may receive compensation or other consideration for providing portfolio holdings information.

The Funds file a complete schedule of their portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' N-Q is available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

S-49

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 willful misfeasance, bad faith, gross negligence or reckless disregard of his dut ies.

CODES 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 and the 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 ar e available to the public.

VOTING

Each share held entitles the shareholder of record to one vote. Shareholders of each Fund or class will vote separately on matters pertaining solely to that Fund or class, such as any distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Where the Prospectuses for the Funds or Statement of Additional Information state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of: (i) 67% or more of a Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of a Fund's outstanding shares, whichever is less.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders incurring financial loss for that reason appears remote because the Trust's Declaration of Trust

S-50

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

[TO BE UPDATED]

As of January 13, 2004, 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 13, 2004, the Tax-Managed International Equity Fund had not commenced operations.

Name and Address	Number of Shares		Percent of Funds
International Equity Fund, Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		234,407,852		85.48	%
International Equity Fund, Class I
SEI Private Trust Co. FBO Beneficial Life Ins. Co. Agent's Retirement Plan c/o PFPC Attn: RKU Dept. 1700 W. 82nd Street #125 Minneapolis, MN 55431-1404		71,197		17.40	%
SEI Private Trust Company FBO The Clarks Companies NA Employee Savings Plan 1700 W 82nd Street, Suite 125 Bloomington, MN 55431-1404		32,396		7.92	%
SEI Private Trust Company FBO Qantas Airways Limited Capital Accumulation Plan c/o Doug Kelly 1700 W 82nd Street, Suite 125 Bloomington, MN 55431-1404		31,726		7.76	%
SEI Private Trust Company FBO J & J Distributing Co. 401K Plan Attn: PFPC c/o Doug Kelly 1700 W. 82nd Street, Suite 125 Bloomington, MN 55431-1404		48,222		11.79	%
SEI Private Trust Company FBO Anesthecare Inc. Profit Sharing Plan PFPC c/o Doug Kelly 1700 W. 82nd Street, Suite 125 Bloomington, MN 55431-1404		49,849		12.19	%

S-51

Name and Address	Number of Shares		Percent of Funds
SEI Private Trust Company FBO Elkem Metals Inc. Retirement PFPC c/o Doug Kelly 1700 W. 82nd Street, Suite 125 Bloomington, MN 55431-1404		72,845		17.81	%
International Fixed Income Fund, Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		64,224,187		85.31	%
Emerging Markets Equity Fund, Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		79,177,590		78.39	%
Emerging Markets Debt Fund, Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		49,574,712		80.18	%

EXPERTS

The financial statements incorporated by reference into this Statement of Additional Information have been audited by [ ], independent registered public accounting firm, as indicated in their report dated November XX, 2004 and are included herein in reliance upon the authority of said firm as experts in auditing and accounting and in giving said report. [ ] is located at Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, Pennsylvania 19103.

CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109-3661, serves as custodian for the assets of the Funds (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. Wachovia Bank, N.A., (formerly, First Union National Bank), Institutional Custody Group-PA 4942, 123 S. Broad Street, Philadelphia, Pennsylvania 19109, acts as wire agent of the Trust's assets.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP serves as counsel to the Trust.

S-52

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 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.

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.

A-2

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 is 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.

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.

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' and '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.

A-3

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 an 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 22. 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.

(a)(2)				Amendment to Agreement and Declaration of Trust, dated August 9, 1989, is herein incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(a)(3)				Amendment to Agreement and Declaration of Trust, dated April 29, 1998, is herein incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(b)(1)				Amended By-Laws dated June 17, 2004 are filed herewith.

(c)				Not Applicable

(d)(1)				Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 (restated as of December 17, 2002) is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2003.

(d)(2)				Schedule to Investment Advisory Agreement between Registrant and SIMC dated December 16, 2002 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2003.

(d)(3)				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)(4)				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)(5)				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 herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 27, 2002.

(d)(6)				Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management dated September 18, 2000 is filed herewith.

C-1

(d)(7)				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 dated December 17, 2002 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2003.

(d)(8)				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.

(d)(9)				Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited dated March 17, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(10)				Investment Sub-Advisory Agreement between SIMC and Alliance Capital Management L.P. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(11)				Investment Sub-Advisory Agreement between SIMC and Citigroup Asset Management Limited dated September 30, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(12)				Investment Sub-Advisory Agreement between SIMC and Emerging Markets Management, L.L.C. dated March 11, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(13)				Investment Sub-Advisory Agreement between SIMC and Fisher Investments, Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(14)				Investment Sub-Advisory Agreement between SIMC and McKinley Capital Management, Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(15)				Investment Sub-Advisory Agreement between SIMC and Rexiter Capital Management Limited dated July 15, 2004 with respect to the Emerging Markets Equity Fund is filed herewith.

(d)(16)				Amendment to Investment Sub-Advisory Agreement between SIMC and Alliance Capital Management L.P. dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

C-2

(d)(17)				Amendment to Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited dated July 1, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(18)				Amendment to Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management, LLC dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(19)				Amendment to Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(20)				Amendment to Investment Sub-Advisory Agreement between SIMC and Emerging Markets Management, L.L.C. dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(19) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(21)				Amendment to Investment Sub-Advisory Agreement between SIMC and Fischer Francis Trees & Watts, Inc., Fischer Francis Trees & Watts, Fischer Francis Trees & Watts (Singapore) Pte Ltd and Fischer Francis Trees & Watts Kabushiki Kaisha dated July 1, 2003 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(20) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(22)				Amendment to Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Investment Management Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(21) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(d)(23)				Amendment to Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management Inc dated July 28, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(22) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(e)				Amended and Restated Distribution Agreement between Registrant and SEI Investments Distribution Co. dated September 16, 2002 is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 27, 2002.

(f)				Not Applicable

(g)(1)				Custodian Agreement between Registrant and Brown Brothers Harriman & Co. is filed herewith.

(h)(1)				Amended and Restated Administration and Transfer Agency Agreement between Registrant and SEI Investments Fund Management dated December 10, 2003 is filed herewith.

C-3

(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)				Opinion and Consent of Independent Registered Public Accounting Firm to be filed by later amendment.

(k)				Not Applicable

(l)				Not Applicable

(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 herein incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 27, 2002.

(o)				Not Applicable.

(p)(1)				The Code of Ethics for SEI Investments Management Corporation is herein incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 28 to SEI Index Funds' Registration Statement on Form N-1A (File Nos. 2-97111 and 811-4283), filed with the SEC on July 28, 2004.

(p)(2)				The Code of Ethics for SEI Investments Distribution Co. is herein incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 28 to SEI Index Funds' Registration Statement on Form N-1A (File Nos. 2-97111 and 811-4283), filed with the SEC on July 28, 2004.

(p)(3)				The Code of Ethics for SEI Institutional International Trust 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)(4)				The Code of Ethics for Capital Guardian Trust Company is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 18 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 23, 2004.

(p)(5)				The Code of Ethics for Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Limited is filed herewith.

(p)(6)				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)(7)				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 to SEI Institutional Investment Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038).

(p)(8)				The Code of Ethics for Alliance Capital Management L.P. is filed herewith.

C-4

(p)(9)				The Code of Ethics for Fischer Francis Trees & Watts, Inc. is herein incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 17 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on July 9, 2004.

(p)(10)				The Code of Ethics for Ashmore Investment Management Limited is herein incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

(p)(11)				The Code of Ethics for Citigroup Asset Management Limited is herein incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 13 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, 2003.

(p)(12)				The Code of Ethics for Emerging Markets Management, L.L.C. is herein incorporated by reference to Exhibit (p)(33) of Post-Effective Amendment No. 5 to SEI Insurance Products Trust's Registration Statement on Form N-1A (File Nos. 333-70013 and 811-9183), filed with the SEC on April 30, 2003.

(p)(13)				The Code of Ethics for Fisher Investments, Inc. is filed herewith.

(p)(14)				The Code of Ethics for McKinley Capital Management, Inc. is herein incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 17 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on July 9, 2004.

(p)(15)				The Code of Ethics for Rexiter Capital Management Limited is herein incorporated by reference to Exhibit (p)(40) of Post-Effective Amendment No. 17 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on July 9, 2004.

(q)(1)				Powers of Attorney for Robert A. Nesher, William M. Doran, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, Edward D. Loughlin, Nina Lesavoy and Pedro A. Rodriguez are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 40 of SEI Institutional Managed Trust's Registration Statement on Form N-1A (File Nos. 33-9504 and 811-4878) filed with the SEC on November 12, 2003.

(q)(2)				Power of Attorney for James M. Williams is filed herewith.

Item 23. 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 24. 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,

C-5

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 25. Business and Other Connections of Investment Adviser:

The following tables describe other business, profession, vocation, or employment of a substantial nature in which each director, officer, or partner of each adviser or sub-adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee. Each adviser's or sub-adviser's table was provided to the Registrant by the respective adviser or sub-adviser for inclusion in this Registration Statement.

Alliance Capital Management L.P.

Alliance Capital Management, L.P. ("Alliance Capital") is a sub-adviser to the Registrant's Emerging Markets Equity and International Equity Funds. The principal business address of Alliance Capital is 1345 Avenue of the Americas, New York, New York 10105. Alliance Capital is an investment adviser registered under the Investment Advisers Act of 1940 (the "Advisers Act").

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Donald Hood Brydon Director	AXA Investment Managers S.A.	Chairman & Chief Executive Officer

Bruce William Calvert Chairman of the Board	AXA	Director

Dominique Carrell-Billiard Senior Vice President	AXA	Director

Henri de Castries Director	AXA	Chairman, Management Board

	The Equitable Life Assurance Society of the United States	Director

	AXA Financial, Inc.	Chairman of the Board

Christopher M. Condron Director	AXA Financial, Inc.	Director, President, Chief Executive Officer

	The Equitable Life Assurance Society of the United States	Chairman, CEO

	AXA	Member of the Management Board

Denis Duverne Director	AXA	Group Executive Vice President Finance, Control and Strategy

	The Equitable Life Assurance Society of the United States	Director

Alfred Harrison Vice Chairman/Director	Alliance Capital Management Corporation	Director/Executive Officer

C-6

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Roger Hertog Vice Chairman/Director	Alliance Capital Management Corporation	Director/Executive Officer

Benjamin Duke Holloway Director	Continental Companies	Financial Consultant

W. Edwin Jarmain Director	Jarmain Group Inc.	President

	AXA	Director

	The Equitable Life Assurance Society of the United States	Director

Lewis A. Sanders Vice Chairman, Chief Executive Officer/Director	Alliance Capital Management Corporation	Director/Executive Officer

Peter J. Tobin Director	St. John's University Tobin College of Business Administration	Special Assistant to the President

	AXA Financial, Inc.	Director

Gerald M. Lieberman Executive Vice President, Chief Operating Officer	Alliance Capital Management Corporation	Director/Executive Officer

Nicholas Moreau Director	AXA	Chief Executive Officer

Stanley B. Tulin Director	AXA Financial, Inc.	Vice Chairman & Chief Financial Officer

	The Equitable Life Assurance Society of the United States	Director, Vice Chairman & Chief Financial Officer

	AXA	Member of the Executive Committee

Dave Harrel Williams Chairman Emeritus	Alliance Capital Management Corporation	Director/Executive Officer

Lorie Slutsky Director	The New York Community Trust	Director

Laurence E. Cranch Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Sharon Fay Executive Vice President &	Alliance Capital Management Corporation	Executive Officer

Chief Investment Officer

Marilyn Fedak Executive Vice President & Chief Investment Officer	Alliance Capital Management Corporation	Executive Officer

C-7

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Mark Gordon Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Thomas S. Hexner Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Mark R. Manley Senior Vice President & Chief Compliance Officer	Alliance Capital Management Corporation	Executive Officer

Seth Masters Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Marc Mayer Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Doug Peebles Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Jeff Phlegar Executive Vice President	Alliance Capital Management Corporation	Executive Officer

James Reilly Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Paul Rissman Executive Vice President	Alliance Capital Management Corporation	Executive Officer

David Steyn Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Christopher Toub Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Lisa Shalett Executive Vice President	Alliance Capital Management Corporation	Executive Officer

Ashmore Investment Management Limited

Ashmore Investment Management Limited ("Ashmore") is a sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal business address of Ashmore is 20 Bedfordbury, London, United Kingdom WC2N 4BL. Ashmore is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
Jon Moulton Director	Alchemy Partners (Guernsey) Ltd (Guernsey registered)	Director

	Alchemy Partners LLP	Managing Partner

	30 St James's Square Investments Ltd	Director

	Aardvark TMC Ltd	Director (resigned October 26, 2004)

C-8

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
	Air Sea Survival Equipment Limited	Director

	Airborne Systems Holdings Ltd	Director

	Ashmore Group Ltd	Director

	Ashmore Investments (UK) Ltd	Director

	Ashmore Investment Management Ltd	Director

	Ashmore Corporate Finance Ltd	Director (resigned April 13, 2004)

	Aries (Mauritius registered)	Director

	Cedar Ltd	Director

	Civica plc	Director

	Edlaw plc	Director

	Everett Services	Director

	Phoenix IT Group Ltd	Director (resigned October 21, 2004)

	Point-on Holdings Ltd	Director

	Redac Ltd	Director

	Redac Gratis Limited	Director

	Redac Group Ltd	Director

	Redac Group No 2 Ltd	Director

	Sandsenor Ltd	Director

Mark Coombs Director	Ashmore Group Ltd	Director

	Ashmore Investments (UK) Ltd	Director

	Ashmore Investment Management Ltd	Director

	Ashmore Corporate Finance Ltd	Director (resigned April 13, 2004)

	Ashmore Asset Management Limited	Director

	Ashmore Russian Equity Fund (Cayman Islands registered)	Director

	Ashmore AOF (GP) Limited (Cayman Islands registered)	Director

	Ashmore Global Special Situations Fund Limited (Cayman Islands registered)	Director

	Ashmore Emerging Markets Debt Fund (Cayman Islands registered)	Director

	Ashmore Management Company Limited (Guernsey registered)	Director

C-9

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
	International Administration (Guernsey) Limited (Guernsey registered)	Director

	Balkan Regeneration Fund (Cayman Islands registered)	Director

	EMTA (US registered)	Director (Co-chair)

	Ashmore SICAV (Luxembourg registered)	Director

	The Ashmore Group Limited Pension Scheme	Trustee

	The Ashmore Group Ltd Retirement and Death Benefit Scheme	Trustee

	The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Mark Coombs	Trustee

	The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Julian Green	Trustee

	The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Christopher Raeder	Trustee

	The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Jerome Booth	Trustee

The Boston Company Asset Management LLC

The Boston Company Asset Management LLC ("The Boston Company") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of The Boston Company is One Boston Place, Boston, MA 02108-4402. The Boston Company is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Francis Antin Director	Certus Asset Advisors Corporation	Director and Chairman

	Boston Safe Deposit and Trust Company	Senior Vice President

	TBCAM Holdings, LCC	Director

Corey Griffin CEO, Director	Boston Safe Deposit and Trust Company	Senior Vice President

	TBCAM Holdings, LCC	Director

	The Boston Company Asset Management, LLC	President and CEO

Stephen Canter Director	Dreyfus Corporation	President, CEO, COO, Director, Chairman of the Board

C-10

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Dreyfus Investment Advisors, Inc.	Chairman of the Board, Director, President

	Dreyfus Trust Company	Director, Chairman, President, CEO

	Newton Management Limited	Director

	Franklin Portfolio Associates, LLC	Director

	Franklin Portfolio Holdings, Inc.	Director

	TBCAM Holdings, LCC	Director

	Mellon Capital Management Corp.	Director

	Mellon Financial Corp.	Vice Chairman

	Mellon Equity Associates, LLP	Executive Committee

	Mellon Bond Associates, LLP	Executive Committee

	Founders Asset Management, LLC	Member Board of Managers

	Standish Mellon Asset Management LLC	Board Manager

John Nagorniak Director	Franklin Portfolio Holdings LLC	Chairman of the Board, Director

	Mellon Equity Associates, LLP	Executive Committee

	TBCAM Holdings LLC	Director

	Mellon Capital Management Corp.	Director

	Newton Investment Management Limited	Director

	Standish Mellon Asset Management LLC	Member of Board of Managers

	Standish Mellon Asset Management Holdings LLC	Member of Board of Managers

	Mellon HBV Alternative Strategies LLC	Manager

	Foxstone Financial Corp.	Vice Chairman

Ronald O'Hanley Director	Mellon Financial Corporation	Vice Chairman

	Mellon Institutional Asset Management	President

	Boston Safe Deposit & Trust Company	Director

	Newton Asset Management	Director

	Mellon Capital Management	Director

	Standish Mellon Asset Management LLC	Director

	Prime Advisors	Director

	Franklin Portfolio Associates	Director

C-11

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Mellon Equity Associates	Director

	TBCAM Holdings LLC	Director

	Mellon Consultants	Director

	Pareto Partners	Director

	Mellon Capital Management	Director

	Mellon Bank N.A.	Vice Chairman

D. Kirk Henry Senior Vice President	The Dreyfus Corporation	Portfolio Manager

	Boston Safe Deposit & Trust Company	Senior Vice President

	The Boston Company Asset Management, LLC	Senior Vice President

Carolyn Kedersha	The Dreyfus Corporation	Portfolio Manager

	The Boston Company Asset Management, LLC	Senior Vice President

Capital Guardian Trust Company

Capital Guardian Trust Company ("Capital Guardian") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Capital Guardian is 333 Hope Street, 55^th Floor, Los Angeles, California 90071. Capital Guardian is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Andrew F. Barth Director and President	The Capital Group Companies	Director

	Capital International Research, Inc.	Director, President and Research Director

Michael D. Beckman Senior Vice President	Capital Guardian Trust Company of Nevada	Director

	The Capital Group Companies	Director

	Capital International Asset Management, Inc.	Director and President

	Capital International Financial Services, Inc.	Director, President, Formerly, Treasurer

	Capital International Asset Management (Canada), Inc.	Senior Vice President, Formerly, Chief Financial Officer, Secretary

	Capital Group International, Inc.	Senior Vice President

Julius T. (Terry) Berkemeier Senior Vice President, Formerly Vice President	Capital International, Inc.	Vice President

	Capital International Limited	Vice President

	Capital International Research, Inc.	Senior Vice President

C-12

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Michael A. Burik Senior Vice President, Senior Counsel		Capital International, Inc.		Senior Vice President and Senior Counsel

		Capital International Financial Services, Inc.		Vice President, Secretary

Elizabeth A. Burns Senior Vice President		-		-

Scott M. Duncan Senior Vice President		-		-

John B. Emerson Senior Vice President		Capital Guardian Trust Company, a Nevada Corporation		Director, President, Formerly, Executive Vice President

Michael R. Ericksen Director, Senior Vice President		Capital International Limited		Director, President

Michael A. Felix Director, Senior Vice President, Treasurer		Capital Guardian (Canada), Inc.		Senior Vice President, Treasurer

		Capital International, Inc.		Director, Senior Vice President

David I. Fisher Director, Chairman		Capital International, Inc.		Director, Vice Chairman

		Capital International Limited		Director, Vice Chairman

		Capital Group International, Inc.		Director, Chairman of the Executive Committee

		Capital International Limited (Bermuda)		Director, President

		The Capital Group Companies, Inc.		Director

		Capital International Research, Inc.		Director

		Capital Group Research, Inc.		Director

Clive N. Gershon		-		-

Senior Vice President

Frederick M. Huges, Jr.		-		-

Senior Vice President

Mary M. Humphrey		-		-

Senior Vice President

William H. Hurt Senior Vice President		Capital Guardian Trust Company, a Nevada Corporation		Director, Chairman

		Capital Strategy Research, Inc.		Director, Chairman

Peter C. Kelly Director, Senior Vice		Capital International, Inc.		Director, Senior Vice President, Senior Counsel, Secretary

President, Senior Counsel		Capital International Emerging Markets Fund		Director

		Capital Group International, Inc.		Secretary

C-13

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Charles A. King Senior Vice President		-		-

Robert G. Kirby Chairman Emeritus		The Capital Group Companies, Inc.		Senior Partner

Lianne K. Koeberle Senior Vice President		-		-

Nancy J. Kyle Director, Vice Chair Formerly, Senior Vice President		Capital Guardian (Canada), Inc.		Director and President

Karin L. Larson Director		Capital Group Research, Inc.		Director, Chairperson, President

		Capital International Research, Inc.		Director, Chairperson

Karen A. Miller Senior Vice President, Formerly, Vice President		Capital International Research, Inc.		Senior Vice President

James R. Mulally Director, Senior Vice President		Capital International Limited		Senior Vice President

Shelby Notkin Director, Senior Vice President		Capital Guardian Trust Company, a Nevada Corporation		Director

Michael E. Nyeholt Senior Vice President		-		-

Mary M. O'Hern Senior Vice President		Capital International Limited		Senior Vice President

		Capital International, Inc.		Senior Vice President

Jeffrey C. Paster Senior Vice President		-		-

Jason M. Pilalas Director		Capital International Research, Inc.		Senior Vice President

Paula B. Pretlow Senior Vice President		-		-

George L. Romine, Jr. Senior Vice President		-		-

Robert Ronus Director, Vice Chairman		Capital Guardian (Canada), Inc.		Director, Chairman

		The Capital Group Companies, Inc.		Director, Formerly, Non-Executive Chairman

		Capital Group International, Inc.		Director

C-14

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
		Capital International, Inc.		Senior Vice President

		Capital International Limited		Senior Vice President

		Capital International S.A.		Senior Vice President

Theodore R. Samuels Director, Senior Vice President		Capital Guardian Trust Company, a Nevada Corporation		Director

Lionel A. Sauvage Director, Senior Vice President		The Capital Group Companies		Director

		Capital International, Inc.		Senior Vice President

		Capital International Research, Inc.		Director

John H. Seiter Director, Executive Vice President		The Capital Group Companies		Director

Karen L. Sexton Senior Vice President, Formerly, Vice President		-		-

Lawrence R. Solomon Director, Senior Vice President, Formerly, Vice President		Capital International Research, Inc.		Senior Vice President

		Capital Management Services Inc.		Director

Eugene P. Stein Director, Vice Chairman		The Capital Group Companies Inc.		Director

Andrew P. Stenovec Executive Vice President, Formerly, Senior Vice President		-		-

Jill A. Sumiyasu Senior Vice President, Formerly, Vice President		-		-

Philip A. Swan Senior Vice President		-		-

Shaw B. Wagener Director		The Capital Group Companies, Inc.		Director

		Capital International Management Company, S.A.		Director

		Capital International, Inc.		Director, Chairman

		Capital Group International, Inc.		Director, Senior Vice President

Eugene M. Waldron Senior Vice President		-		-

C-15

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Alan J. Wilson Director, Senior Vice President, Formerly, Vice President	Capital International Research, Inc.	Director, Executive Vice President, Research Director, U.S., Formerly, Senior Vice President

	Capital Research Company American Funds Distributors, Inc.	Director Director

Citigroup Asset Management Limited

Citigroup Asset Management Limited ("Citigroup") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of Citigroup is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom. Citigroup is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Linda Davies General Counsel, European Management Committee Member		-		-

Glenn Galloway Finance Officer and European Management Committee Member		-		-

Michael McElroy Director, Head of Equity Investment and European Management Committee Member		-		-

Annette Sheridan Head of Human Resources, European Management Committee Member		-		-

Winifred Robbins Head of London Fixed Income and European Management Committee Member		-		-

John Nestor Director and Chief Executive Officer		Citigroup Asset Management Europe		Business Head

Margaret Adams, Head of Operations, European Management Committee Member		-		-

C-16

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Glenn Berry Head of Technology, European Management Committee Member		-		-

Ursula Schliessler Director, Business Manager and European Management Committee Member		-		-

Paula Marsh Compliance Officer, European Management Committee Member		-		-

Emerging Markets Management, L.L.C.

Emerging Markets Management, L.L.C. ("EMM") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of EMM is 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia 22209-1722. EMM is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Antoine W. van Agtmael Managing Director, President, Chief Investment Officer and Chairman of the Investment Committee	Emerging Markets Investors Corporation	Managing Director, President, Chief Investment Officer and Chairman of the Investment Committee

	The Emerging Markets Strategic Fund	Director

	The Africa Emerging Markets Fund	Director

	The Emerging Markets New Economy Fund PLC	Director

	Strategic Investment Management L.P. (SIM)	Director

	Strategic Investment Management International L.P. (SIMI)	Director

	Strategic Investment Partners, Inc. (SIP)	Director

	The Washington Opera	Member of the Board of Trustees, Executive Committee and Co-Chair of the Education Committee

	Yale University	Member of the University Council and International Advisory Council

C-17

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	George Washington University	Member of the National Council for Education & Human Development

	Paul H. Nitze School of Advanced International Studies at Johns Hopkins University	Member of Advisory Council

	Global Rights	Member of the Board of Directors and Treasurer

Michael A. Duffy Managing Director, Secretary/Treasurer and member of the Investment Committee	Emerging Markets Investors Corporation	Managing Director, Secretary/Treasurer and member of the Investment Committee

	The Latin America Small Capitalization Fund	Director

	Strategic Investment Management, L.P. (SIM)	Managing Director, Secretary/Treasurer and member of the Investment Committee

	Strategic Investment Management International, L.P. (SIMI)	Managing Director, Secretary/Treasurer and member of the Investment Committee

	Strategic Investment Partners, Inc. (SIP)	Managing Director, Secretary/Treasurer and member of the Investment Committee

	China Medical Board	Trustee and Treasurer

Felicia J. Morrow Managing Director, Lead Portfolio Manager, Chief Operating Officer and member of the Investment Committee	Emerging Markets Investors Corporation	Managing Director and member of the Investment Committee

Hilda M. Ochoa-Brillembourg Director	Emerging Markets Investors Corporation	Director

	Strategic Investment Management, L.P. (SIM)	President, Director and a member of the Investment Committee

	Strategic Investment Management International, L.P. (SIMI)	President, Director and a member of the Investment Committee

	Strategic Investment Partners, Inc. (SIP)	President, Director and a member of the Investment Committee

	Youth Orchestra of the Americas	Founding Chairman

C-18

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	National Symphony Orchestra	Trustee

	The Washington Opera	Trustee and Member of the Executive Committee

	Rockefeller Center for Latin American Studies at Harvard University	Member of the Advisory Committee

	Carnegie Endowment for International Peace	Vice Chairman of the Group of Fifty (G-50)

	Rockefeller Family Fund	Member of the Investment and Finance Committees

	General Mills	Member of the Board of Directors

	The World Bank/IMF Credit Union	Member of the Board of Directors

	Harvard Management Company	Member of the Board of Directors

	Hauser Center at Harvard University	Member of the Advisory Committee

	Harvard College	Member of Board of Overseers' Committee on University Resources

	McGraw-Hill Companies	Member of the Board of Directors

	Catholic Charities Foundation	Member of the Board of Directors

Mary C. Choksi Managing Director and Director	Emerging Markets Investors Corporation	Managing Director, Director

	The Emerging Markets Country Series Fund: The Value Fifty Portfolio	Director

	EMSAF-Mauritius	Director

	Strategic Investment Management, L.P. (SIM)	Managing Director, Director and member of the Investment Committee

	Strategic Investment Management International, L.P. (SIMI)	Managing Director, Director and member of the Investment Committee

	Strategic Investment Partners, Inc. (SIP)	Managing Director, Director and member of the Investment Committee

	H.J. Heinz Company	Member of the Board of Directors and Chair of the Public Issues Committee

C-19

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	St. Albans School for Boys	Member of the Board of Directors and Finance Committee Chairman

	The National Museum of Women in the Arts	Trustee and Chair of the Finance Committee

Carol A. Grefenstette Managing Director	Emerging Markets Investors Corporation	Managing Director and Director

	Strategic Investment Management, L.P. (SIM)	Managing Director

	Strategic Investment Management International, L.P. (SIMI)	Managing Director

	Strategic Investment Partners, Inc. (SIP)	Managing Director and Director

	Georgetown University McDonough School of Business	Member of the Board of Advisors

	Archdiocese of Washington	Member of the Finance Council

George M. Alvarez-Correa Director	Emerging Markets Investors Corporation	Managing Director and Director

	The Emerging Markets Country Series Fund: The Value Fifty Portfolio	Director

	Strategic Investment Management, L.P. (SIM)	Managing Director and member of the Investment Committee

	Strategic Investment Management International, L.P. (SIMI)	Managing Director and member of the Investment Committee

	Strategic Investment Partners, Inc. (SIP)	Managing Director, Director and member of the Investment Committee

Fischer Francis Trees & Watts, Inc. and its affiliates

Fischer Francis Trees & Watts, Inc. 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") is the sub-adviser for the Registrant's International Fixed Income Fund. The principal business address of FFTW is 200 Park Avenue, 46th Floor, New York, New York 10166. FFTW is a registered investment adviser under the Advisers Act.

C-20

Sub-Adviser-Fischer Francis Trees & Watts, Inc.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Adnan Akant Director	Charter Atlantic Corporation	Director

Stephen Casper Chief Executive Officer, Director	Charter Atlantic Corporation	Chief Executive Officer, Director

	FFTW Diversified Alpha Fund Ltd	Director

	FFTW Funds Inc.	President, Chief Executive Officer and Director

	FFTW Funds Selection	Director

	FFTW Funds Selection II	Director

	FFTW Global Credit Fund SPC	Director

	FFTW Global Debt Fund plc	Director

	FFTW Mortgage Total Return Fund plc	Director

	Fischer Francis Trees & Watts	Chief Executive Officer

	Fischer Francis Trees & Watts Ltd.	Director

	Fischer Francis Trees & Watts (Singapore) Pte Ltd	Director

	MarketAxess Holdings Inc.	Director

	The Depository Trust & Clearing Corporation	Director

	The Depository Trust Company	Director

	The Emerging Markets Clearing Corporation	Director

	The Fixed Income Clearing Corporation	Director

	The National Securities Clearing Corporation	Director

O. John Olcay Director	Charter Atlantic Corporation	Director

	FFTW Funds Inc.	Chairman of the Board of Directors

	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 Total Return Fund plc	Chairman of the Board of Directors

	Fischer Francis Trees & Watts (Singapore) Pte Ltd	Chairman of the Board of Directors

	Fischer Francis Trees & Watts KK	Chairman of the Board of Directors

C-21

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Vivien Levy-Garboua Director	BNP Paribas (Luxembourg) S.A.	President

	BNP Paribas (Suisse) S.A.	Administrateur

	BNP Paribas (UK)	President

	BNP Paribas Asset Management Group	Member of the Executive Committee and Head of Asset Management Services

	BNP Paribas Immobilier	Representant Cimoxi, Administrateur

	BNP Paribas Private Bank, Paris	President

	BNP Paribas Securities Services	Vice President du Conseil de 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 France	Membre du Conseil de Surveillance

	SEGECE	Representant permanent BNP Paribas

	U.E.B (Switzerland) Geneve	President

Gilles de Vaugrigneuse Director	Charter Atlantic Corporation	Director

	BNP Paribas Asset Management Group	Chairman and Chief Executive Officer

	BNP ACTION PEA EURO	Administrateur

	NATO VIE	Administrateur

	BNP Paribas Luxembourg	Administrateur

	PARVEST	Administrateur

Stephen C. Francis	Charter Atlantic Corporation	Director

Director

Simon Hard Director	Charter Atlantic Corporation	Director

	Fischer Francis Trees & Watts KK	Director

Cathleen McQuillen Chief Financial Officer	Charter Atlantic Corporation	Chief Financial Officer

	Fischer Francis Trees & Watts	Chief Financial Officer

C-22

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Fischer Francis Trees & Watts KK	Statutory Auditor

	Fischer Francis Trees & Watts	Director

	(Singapore) Pte Ltd

Robin S. Meister Chief Legal and Risk Officer, Secretary of the Board of Directors	Charter Atlantic Corporation	Chief Legal and Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts	Chief Risk Officer

	Fischer Francis Trees & Watts Ltd.	Secretary

	Fischer Francis Trees & Watts KK	Chief Risk Officer

	Fischer Francis Trees & Watts (Singapore) Pte Ltd	Chief Risk Officer and Director

	FFTW Diversified Alpha Fund Ltd	Assistant Secretary

	FFTW Funds Inc.	Chief Legal Officer and Secretary

	FFTW Funds Selection	Director

	FFTW Funds Selection II	Director

John H. Watts Chairman of the Board of Directors	Charter Atlantic Corporation	Chairman of the Board of Directors

	BNP Paribas Asset Management	Director

	Brooklyn Bridge Development Corporation	Director

	The League of Conservation Voters	Director

	Robert College of Istanbul	Director

Stewart Russell Co-Chief Investment Officer and Director	Charter Atlantic Corporation	Co-Chief Investment Officer and Director

	Fischer Francis Trees & Watts	Co-Chief Investment Officer

Richard Williams Co-Chief Investment Officer	Charter Atlantic Corporation	Co-Chief Investment Officer

	Fischer Francis Trees & Watts	Co-Chief Investment Officer

Sub-Adviser: Fischer Francis Trees & Watts

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Stephen Casper Chief Executive Officer	Charter Atlantic Corporation	Chief Executive Officer, Director

	FFTW Funds Inc.	President, Chief Executive Officer and Director

	FFTW Diversified Alpha Fund Ltd	Director

	FFTW Funds Selection	Director

	FFTW Funds Selection II	Director

	FFTW Global Credit Fund SPC	Director

C-23

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	FFTW Global Debt Fund plc	Director

	FFTW Mortgage Total Return Fund plc	Director

	Fischer Francis Trees & Watts Inc.	Chief Executive Officer, Director

	Fischer Francis Trees & Watts Ltd.	Director

	Fischer Francis Trees & Watts (Singapore) Pte Ltd	Director

	MarketAxess Holdings Inc.	Director

	The Depository Trust & Clearing Corporation	Director

	The Depository Trust Company	Director

	The Emerging Markets Clearing Corporation	Director

	The Fixed Income Clearing Corporation	Director

	The National Securities Clearing Corporation	Director

Cathleen McQuillen Chief Financial Officer	Charter Atlantic Corporation	Chief Financial Officer

	Fischer Francis Trees & Watts Inc.	Chief Financial Officer

	Fischer Francis Trees & Watts KK	Statutory Auditor

	Fischer Francis Trees & Watts (Singapore) Pte Ltd	Director

Robin S. Meister Chief Risk Officer and Secretary	Charter Atlantic Corporation	Chief Legal and Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts Inc.	Chief Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts Ltd.	Secretary

	Fischer Francis Trees & Watts KK	Chief Risk Officer

	Fischer Francis Trees & Watts (Singapore) Pte Ltd	Chief Risk Officer and Director

	FFTW Diversified Alpha Fund Ltd.	Assistant Secretary

	FFTW Funds Inc.	Chief Legal Officer, Secretary

	FFTW Funds Selection	Director

	FFTW Funds Selection II	Director

Stewart Russell Co-Chief Investment Officer	Charter Atlantic Corporation	Co-Chief Investment Officer and

		Director

	Fischer Francis Trees & Watts Inc.	Co-Chief Investment Officer and Director

Richard Williams Co-Chief Investment Officer	Charter Atlantic Corporation	Co-Chief Investment Officer

	Fischer Francis Trees & Watts Inc.	Co-Chief Investment Officer

C-24

Sub-Adviser-Fischer Francis Trees & Watts (Singapore) Pte Ltd

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Stephen P. Casper Director	Charter Atlantic Corporation		Chief Operating Officer, Director

	FFTW Diversified Alpha Fund Ltd		Director

	FFTW Funds Inc.		President, Chief Executive Officer, Director

	FFTW Funds Selection		Director

	FFTW Funds Selection II		Director

	FFTW Global Credit Fund SPC		Director

	FFTW Global Debt Fund plc		Director

	FFTW Mortgage Total Return Fund plc		Director

	Fischer Francis Trees & Watts		Chief Executive Officer

	Fischer Francis Trees & Watts Inc.		Chief Executive Officer, Director

	Fischer Francis Trees & Watts Ltd.		Director

	MarketAxess Holdings Inc.		Director

	The Depository Trust & Clearing Corporation		Director

	The Depository Trust Company		Director

	The Emerging Markets Clearing Corporation		Director

	The Fixed Income Clearing Corporation		Director

	The National Securities Clearing Corporation		Director

Roy Wei-Chien Diao Director		-		-

Cathleen McQuillen Director	Charter Atlantic Corporation		Chief Financial Officer

	Fischer Francis Trees & Watts		Chief Financial Officer

	Fischer Francis Trees & Watts Inc.		Chief Financial Officer

	Fischer Francis Trees & Watts KK		Statutory Auditor

Robin S. Meister Chief Risk Officer, Director	Charter Atlantic Corporation		Chief Legal and Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts		Chief Risk Officer and Secretary

	Fischer Francis Trees & Watts Inc.		Chief Legal and Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts Ltd.		Secretary

	Fischer Francis Trees & Watts KK		Chief Risk Officer

	FFTW Diversified Alpha Fund Ltd.		Assistant Secretary

	FFTW Funds Inc.		Chief Legal Officer, Secretary

	FFTW Funds Selection		Director

C-25

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	FFTW Funds Selection II	Director

O. John Olcay Chairman of the Board of Directors	Charter Atlantic Corporation	Director

	FFTW Funds Inc.	Chairman of the Board of Directors

	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 Total Return Fund plc	Chairman of the Board of Directors

	Fischer Francis Trees & Watts Inc.	Director

	Fischer Francis Trees & Watts KK	Chairman of the Board of Directors

Sub-Adviser-Fischer Francis Trees & Watts Kabushiki Kaisha

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Simon Hard Director	Charter Atlantic Corporation		Director

	Fischer Francis Trees & Watts Inc.		Director

Hidekazu Higuchi Director		-		-

Ken Katayama President, Director		-		-

Cathleen McQuillen Statutory Auditor	Charter Atlantic Corporation		Chief Financial Officer

	Fischer Francis Trees & Watts		Chief Financial Officer

	Fischer Francis Trees & Watts Inc.		Chief Financial Officer

	Fischer Francis Trees & Watts (Singapore) Pte Ltd		Director

Robin S. Meister Chief Risk Officer	Charter Atlantic Corporation		Chief Legal and Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts		Chief Risk Officer and Secretary

	Fischer Francis Trees & Watts Inc.		Chief Legal and Risk Officer, Secretary of the Board of Directors

	Fischer Francis Trees & Watts Inc.		Secretary

	Fischer Francis Trees & Watts (Singapore) Pte Ltd		Chief Risk Officer, Director

	FFTW Diversified Alpha Fund Ltd		Assistant Secretary

	FFTW Funds Inc.		Chief Legal Officer, Secretary

	FFTW Funds Selection		Director

	FFTW Funds Selection II		Director

C-26

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
O. John Olcay Chairman of the Board of Directors	Charter Atlantic Corporation	Director

	FFTW Funds Inc.	Chairman of the Board of Directors

	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 Total Return Fund plc	Chairman of the Board of Directors

	Fischer Francis Trees & Watts Inc.	Director

	Fischer Francis Trees & Watts (Singapore) Pte Ltd.	Chairman of the Board of Directors

Fisher Investments, Inc.

Fisher Investments, Inc. ("Fisher") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Fisher is 13100 Skyline Boulevard, Woodside, California 94062. Fisher is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Kenneth L. Fisher, Chief Executive Officer, Chief Investment Officer, Investment Policy Committee member	Purisima Securities, LLC The Purisima Funds Fisher Investments Europe Limited		Indirect Owner President, Trustee Director, Shareholder

Jeffery L. Silk President, Chief Operating Officer, Investment Policy Committee member		-		-

Andrew S. Teufel Assistant President, Director of Research, Investment Policy Committee member	Purisima Securities, LLC		President, Treasurer

Damian Ornani Executive Vice President		-		-

Steven R. Triplett Assistant President	Purisima Securities, LLC		Registered Principal

McKinley Capital Management Inc.

McKinley Capital Management Inc. ("McKinley Capital") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of McKinley Capital is 3301 C Street, Suite 500, Anchorage, AK 99503. McKinley Capital is a registered investment adviser under the Advisers Act.

C-27

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Robert B. Gillam President, CIO		FAS Alaska, Inc.		Officer, Director

		McKinley Offshore Management, Ltd.		Director

Diane M. Wilke Executive Vice President, COO		McKinley Offshore Management, Ltd.		Director

		FAS Alaska, Inc.		Officer, Director

B. Thomas Willison Director		-		-

Charles Weaver Director		SBC Communications, Inc. (Previously)		Director

Brian Stafford Director		Seisnet, Inc. (Previously)		Director

Tamara L. Leitis Assistant Vice President, HR Manager		-		-

Gregory O'Keefe Chief Financial Officer		-		-

Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Inc. ("MSIM Inc.") is a sub-adviser for the Registrant's International Equity Fund. MSIM Inc. delegates certain investment advisory responsibilities to its affiliate, Morgan Stanley Investment Management Limited ("MSIM Limited"). The principal business address of MSIM Inc. is 1221 Avenue of the Americas, New York, NY 10020. The principal business address of MSIM Limited is 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. MSIM Inc. and MSIM Limited are investment advisers registered under the Advisers Act.

Sub-Adviser: Morgan Stanley Investment Management Inc.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Mitchell M. Merin President and Chief Operating Officer	Morgan Stanley Investment Advisors Inc.	President, Chief Executive Officer and Director

	Morgan Stanley Distributors Inc.	Chairman and Director

	Morgan Stanley Trust	Chairman and Director

	Morgan Stanley Services Company Inc.	President, Chief Executive Officer and Director

	Morgan Stanley Institutional Funds	President

	Morgan Stanley Retail Funds	President

	Various Morgan Stanley Subsidiaries	Director

	Van Kampen Closed-End Funds	Trustee and President

	Van Kampen Open-End Funds	Trustee and President

C-28

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Joseph J. McAlinden Chief Investment Officer and Managing Director	Morgan Stanley Investment Advisors Inc.	Managing Director and Chief Investment Officer

	Morgan Stanley Investments LP	Chief Investment Officer

	Morgan Stanley Institutional Funds	Vice President

	Morgan Stanley Retail Funds	Vice President

	Morgan Stanley Trust	Director

	Van Kampen Funds	Chief Investment Officer

Rajesh Kumar Gupta Managing Director and Chief Administrative Officer-Investments	Morgan Stanley Investment Advisors Inc.	Managing Director and Chief Administrative Officer-Investments

Ronald E. Robison Principal Executive Officer- Office of the Funds	Morgan Stanley Investment Advisors Inc.	Managing Director, Chief Administrative Officer and Director

	Morgan Stanley Services Company Inc.	Managing Director, Chief Administrative Officer and Director

	Morgan Stanley Trust	Chief Executive Officer and Director

	Morgan Stanley & Co. Incorporated	Managing Director

	Morgan Stanley	Managing Director

	Morgan Stanley Distributors Inc.	Managing Director and Director

	Morgan Stanley Retail Funds	Executive Vice President and Principal Executive Officer, and previously President and Director

	Morgan Stanley Institutional Funds	Executive Vice President Principal Executive Officer, and previously President and Director

	Morgan Stanley SICAV	Director

Barry Fink General Counsel and Managing Director	Morgan Stanley Investment Advisors Inc.	Managing Director, Secretary, Director and previously Vice President and Assistant General Counsel

	Morgan Stanley Services Company Inc.	Managing Director, Secretary, Director and previously Vice President and Assistant General Counsel

	Morgan Stanley Retail Funds	Vice President, and previously Secretary and General Counsel

	Morgan Stanley DW Inc.	Assistant Secretary

	Morgan Stanley Distributors Inc.	Managing Director, Secretary and Director

C-29

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Carsten Otto Executive Director and U.S. Director of Compliance		-		-

Alexander C. Frank Treasurer and Managing Director

	Morgan Stanley		Global Treasurer

	Morgan Stanley Investment Advisors Inc.		Treasurer

Sub-Adviser: Morgan Stanley Investment Management Limited

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Robert Andrew Sargent Director		-		-

Jeremy Goulding Lodwick Director		-		-

Peter Dominic Caldecott Director		-		-

James David Germany Director		-		-

Stephano Russo Director		-		-

Michael John Reinbold Director		-		-

Richard Scott Rosenthal Secretary		-		-

Rexiter Capital Management Limited

Rexiter Capital Management Limited ("Rexiter") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of Rexiter is 21 St. James's Square, London SWIY 4SS United Kingdom. Rexiter is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Kenneth King Managing Director and Chief Investment Officer		-		-

Helena Coles Director-Senior Investment Manager		-		-

Adrian Cowell Director-Senior Investment Manager		-		-

C-30

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Murray Davey Director-Senior		-		-

Investment Manager

Christopher James Director-Senior		-		-

Investment Manager

Gavin MacLachlan Director-Business		-		-

Manager and Company

Secretary

Nicholas Payne Director-Senior		-		-

Investment Manager

Christopher Vale Director-Senior		-		-

Investment Manager

Alan Brown Director		SSgA (UK)		SSgA Group CIO & Chairman

Joe Lyons Director		State Street Global Alliance (US)		Senior Principal

Nigel Wightman Director		SSgA Limited (UK)		Managing Director

Nancy Mangraviti Legal Counsel		State Street Global Alliance (US)		Legal Counsel

Sam Stewart Chief Compliance Officer		SSgA Limited (UK)		Head of Compliance and Risk

Christopher Peacock Deputy Head of Compliance and Risk		SSgA Limited (UK)		Deputy Head of Compliance and Risk

Sean McLeod Compliance Assistant		SSgA Limited (UK)		Compliance Assistant

Tanya Barvenik Compliance Assistant		SSgA Limited (UK)		Compliance Assistant

Karen Clark Compliance-Equity, Advisers Act		SSgA (US)		Compliance-Equity, Advisers Act

John Stelley Compliance-Code of Ethics		SSgA (US)		Compliance-Code of Ethics

C-31

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Tracey Wilkinson Compliance-Code of Ethics	SSgA (US)		Compliance-Code of Ethics

Andrew Letts Proxy Voting	SSgA (US)		Proxy Voting

Sylvana Billings Finance Manager		-		-

Salomon Brothers Asset Management Inc

Salomon Brothers Asset Management Inc ("SaBAM") is a sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal address of SaBAM is 399 Park Avenue, New York, New York 10022. SaBAM is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Michael Even Managing Director		Citigroup Asset Management		Global Chief Investment Officer

		Citigroup Private Bank		Chief Investment Officer

Mark J. McAllister Senior Portfolio Manager, Managing Director		-		-

Robert Feitler Senior Portfolio Manager, Director		-		-

Michael A. Kagan Senior Portfolio Manager, Managing Director		Salomon Brothers Inc.		Vice President

		Citigroup Global Markets Inc.		Managing Director

Kevin Kennedy Senior Portfolio Manager, Managing Director		-		-

Ross S. Margolies Senior Portfolio Manager, Managing Director		-		-

Evan Merberg Managing Director		Citigroup Global Markets Inc.		Managing Director

		Citigroup Asset Management		Chief Administrative Officer

Michael Fred Rosenbaum Chief Legal Officer		Citigroup Asset Management		General Counsel

		Citigroup Global Markets Inc.		Managing Director

Jeffrey S. Scott Chief Compliance Officer, Director		Travelers Asset Management International Company, LLC		Chief Compliance Officer

C-32

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
David A. Torchia Senior Portfolio Manager, Managing Director	Citigroup Global Markets Inc.	Managing Director

	Travelers Asset Management	Managing Director

	International Company, LLC

Peter J. Wilby Chief Investment Officer North American Fixed Income, Managing Director	Citigroup Global Markets Inc.	Managing Director

	Travelers Asset Management	Managing Director

	International Company, LLC

	Smith Barney Fund Management, LLC	Managing Director

	Travelers Investment Advisors, Inc.	Managing Director

	Citi Fund Management Inc.	Managing Director

SEI Investments Management Corporation

SEI Investments Management Corporation ("SIMC") is the investment adviser for each of the Funds. The principal address of SIMC is 1 Freedom Valley Drive, 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
Edward D. Loughlin Director, President	SEI Investments Company	Executive Vice President, President-Asset Management Division

	SEI Investments Distribution Co.	Director

	SEI Trust Company	Director

	SEI Funds, Inc.	Executive Vice President

	SEI Advanced Capital Management, Inc.	Director, President

	SEI Capital Limited (Canada)	Director

	SEI Investments Global Funds Services	Executive Vice President

	SEI Investments (France)	Board of Directors

	SEI Investments Management Corporation II	Director, President

	SEI Investments Fund Management	Chief Executive Officer

	SEI Investments Canada Company	Director

	SEI Investments Management Corporation Delaware, L.L.C.	Manager

Carl A. Guarino Director, Executive Vice President	SEI Investments Company SEI Investments Distribution Co. SEI Global Investments Corp.	Executive Vice President Director Senior Vice President

	SEI Global Holdings (Cayman) Inc.	Director

C-33

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
	SEI Investments De Mexico		Director

	SEI Investments (Europe) Ltd.		Director

	SEI Investments (France)		Board of Directors

	SEI Investments-Unit Trust Management (UK) Limited		Director

	LSV Asset Management		Management Committee

	SEI Investments Management Corporation II		Director, Executive Vice President

	SEI Investments Global, Limited		Director

	SEI Insurance Group, Inc.		Director

	SEI Global Nominee Ltd.		Director

	SEI Franchise, Inc.		Director

Jack May Vice President	SEI Investments Management Corporation II		Senior Vice President

	SEI Franchise, Inc.		Vice President

James V. Morris Vice President		-		-

Stephen Onofrio Vice President		-		-

Timothy D. Barto General Counsel, Vice President, Secretary	SEI Investments Company SIMC Holdings, LLC		Vice President, Assistant Secretary Manager

	SEI Investments, Inc.		Assistant Secretary

	SEI Ventures, Inc.		General Counsel, Vice President, Secretary

	SEI Investments Developments, Inc.		Vice President, Assistant Secretary

	SEI Insurance Group, Inc.		Assistant Secretary

	SEI Global Investments Corp.		Vice President, Assistant Secretary

	SEI Advanced Capital Management, Inc.		Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.		Vice President, Assistant Secretary

	SEI Primus Holding Corp.		Vice President, Assistant Secretary

	SEI Investments Fund Management		General Counsel, Vice President, Secretary

	SEI Investments Global Funds Services		General Counsel, Vice President, Secretary

	SEI Investments Management Corporation II		General Counsel, Vice President, Secretary

C-34

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	SIMC Subsidiary, LLC	Manager

	SEI Franchise, Inc.	Assistant Secretary

Robert Crudup Senior Vice President	SEI Investments Global Funds Services	Vice President

	SEI Investments Fund Management	Vice President

	SEI Investments Company	Executive Vice President

	SEI Global Services, Inc.	Director, Senior Vice President

Richard A. Deak Vice President, Assistant Secretary	SEI Investments Company SEI Global Services, Inc.	Vice President, Assistant Secretary General Counsel, Vice President,

		Secretary

	SEI Investments, Inc.	Assistant Secretary

	SEI Ventures, Inc.	Vice President, Assistant Secretary

	SEI Investments Developments, Inc.	Vice President, Assistant Secretary

	SEI Global Investments Corp.	Vice President, Assistant Secretary

	SEI Advanced Capital Management, Inc.	Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.	Vice President, Assistant Secretary

	SEI Primus Holding Corp.	Vice President, Assistant Secretary

	SEI Investments Global Funds Services	Vice President, Assistant Secretary

	SEI Investments Management Corporation II	Vice President, Assistant Secretary

	SEI Investments Fund Management	Vice President, Assistant Secretary

Lydia A. Gavalis Vice President, Assistant Secretary	SEI Investments Company SEI Trust Company	Vice President, Assistant Secretary General Counsel, Assistant Secretary

	SEI Investments, Inc.	General Counsel, Vice President

	SEI Investments Management Corporation Delaware, L.L.C.	Vice President

	SEI Ventures, Inc.	Assistant Secretary

	SEI Investments Developments, Inc.	Vice President, Assistant Secretary

	SEI Funds, Inc.	General Counsel, Vice President

C-35

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	SEI Global Investments Corp.	Vice President, Assistant Secretary

	SEI Advanced Capital Management, Inc.	Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.	Vice President, Assistant Secretary

	SEI Primus Holding Corp.	Vice President, Assistant Secretary

	SEI Investments Global Funds Services	Assistant Secretary

	SEI Investments Fund Management	Assistant Secretary

	SEI Investments Management Corporation II	Assistant Secretary

	SEI Private Trust Company	General Counsel

Greg Gettinger Vice President	SEI Trust Company	Vice President

	SEI Investments, Inc.	Vice President

	SEI Ventures, Inc.	Vice President

	SEI Investments Developments, Inc.	Vice President

	SEI Funds, Inc.	Vice President

	SEI Global Investments Corp.	Vice President

	SEI Advanced Capital Management, Inc.	Vice President

	SEI Global Capital Investments, Inc.	Vice President

	SEI Primus Holding Corp.	Vice President

	SEI Investments Global Funds Services	Vice President

	SEI Investments Fund Management	Vice President

	SEI Investments Management Corporation II	Vice President

	SEI Investments Management Corporation Delaware, L.L.C.	Vice President

	SEI Global Services, Inc.	Vice President

Kathy Heilig Vice President, Treasurer	SEI Inc. (Canada)	Vice President, Treasurer

	SEI Ventures, Inc.	Vice President, Treasurer

	SEI Insurance Group, Inc.	Vice President, Treasurer

	SEI Realty Capital Corporation	Vice President, Treasurer

	SEI Global Investments Corp.	Director, Vice President, Treasurer

	SEI Advanced Capital Management, Inc.	Director, Vice President, Treasurer

C-36

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
	SEI Investments Global (Cayman), Limited		Vice President, Treasurer

	SEI Primus Holding Corp.		Director, Vice President, Treasurer

	SEI Global Services, Inc.		Treasurer

	SEI Franchise, Inc.		Vice President, Treasurer

	SEI Global Capital Investments, Inc.		Director, Vice President, Treasurer

	SEI Investments Global Funds Services		Vice President, Treasurer

	SEI Investments Fund Management		Vice President, Treasurer

	SEI Global Holdings (Cayman) Inc.		Vice President, Treasurer, Assistant Secretary

	SEI Funds, Inc.		Director, Vice President, Treasurer

	SEI Investments Management Corporation II		Vice President, Treasurer

	SEI Investments Management Corporation Delaware, L.L.C.		Manager, Vice President, Treasurer

	SEI Investments, Inc.		Director, Vice President, Treasurer

	SEI Investments Developments, Inc.		Director, Vice President, Treasurer

	SEI Investments Company		Vice President, Treasurer, Controller, Chief Accounting Officer

Carolyn McLaurin Vice President		-		-

Kathryn L. Stanton Vice President	SEI Cares Fund		Vice President, Treasurer

Raymond B. Webster Vice President	SEI Investments Management Corporation II		Vice President

	SEI Global Services, Inc.		Vice President

Lori L. White Assistant Secretary	SEI Investments Company		Vice President, Assistant Secretary

	SEI Investments Distribution Co.		Vice President, Assistant Secretary

	SEI Investments, Inc.		Vice President, Assistant Secretary

	SEI Investments Management Corporation II		Assistant Secretary

	SEI Global Investments Corp.		Vice President, Assistant Secretary

C-37

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	SEI Advanced Capital Management, Inc.	Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.	Vice President, Assistant Secretary

	SEI Primus Holding Corp.	Vice President, Assistant Secretary

	SEI Investments Global Funds Services	Assistant Secretary

	SEI Investments Fund Management	Assistant Secretary

	SEI Investments Developments, Inc.	Vice President, Assistant Secretary

William E. Zitelli, Jr. Assistant Secretary	SEI Investments Company	Vice President, Assistant Secretary

	SEI Investments Global (Bermuda) Ltd.	Vice President

	SEI Global Investments Corp.	Vice President, Assistant Secretary

	SEI Advanced Capital Management, Inc.	Vice President, Assistant Secretary

	SEI Primus Holding Corp.	Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.	Vice President, Assistant Secretary

	SEI Investments Global Funds Services	Assistant Secretary

	SEI Investments Fund Management	Assistant Secretary

	SEI Investments Developments, Inc.	Vice President, Assistant Secretary

John C. Munch Assistant Secretary	SEI Investments Company	Vice President, Assistant Secretary

	SEI Investments Distribution Co.	General Counsel, Secretary

	SEI Ventures, Inc.	Assistant Secretary

	SEI Investments Developments, Inc.	Vice President, Assistant Secretary

	SEI Insurance Group, Inc.	Secretary

	SEI Global Investments Corp.	Vice President, Assistant Secretary

	SEI Advanced Capital Management, Inc.	Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.	Vice President, Assistant Secretary

	SEI Primus Holding Corp.	Vice President, Assistant Secretary

C-38

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
		SEI Investments Global Funds Services		Assistant Secretary

		SEI Investments Fund Management		Assistant Secretary

		SEI Investments Management Corporation II		Assistant Secretary

		SEI Inc. (Canada)		General Counsel, Secretary

		SEI Franchise, Inc.		Assistant Secretary

David Campbell Vice President		SEI Global Services, Inc.		Vice President

Lori Heinel Vice President		-		-

Rosanne Miller Assistant Secretary		SEI Investments Company		Vice President, Assistant Secretary

		SEI Global Services, Inc.		Assistant Secretary

Jim Combs Vice President		SEI Global Services, Inc.		Vice President

Michael Cagina Vice President		-		-

Paul Klauder Vice President		-		-

Alison Saunders Vice President		-		-

Brandon Sharrett Vice President		SEI Global Services, Inc.		Vice President

Wayne Withrow Senior Vice President		SEI Investments Company		Executive Vice President

		SEI Investments Distribution Co.		Director

		SEI Investments Global Funds Services		Chief Executive Officer, Executive Vice President

		SEI Investments Fund Management		Executive Vice President

		SEI Trust Company		Director

		SEI Investments-Global (Cayman), Limited		Director

		SEI Investments Global Fund Services Limited		Director

		SEI Global Services, Inc.		Director, Senior Vice President

		SEI Investments Management Corporation II		Senior Vice President

Christine McCullough Vice President, Assistant Secretary		SEI Insurance Group, Inc.		Assistant Secretary

		SEI Investments Company		Vice President, Assistant Secretary

C-39

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
	SEI Global Investments Corp.		Vice President, Assistant Secretary

	SEI Global Capital Investments, Inc.		Vice President, Assistant Secretary

	SEI Advanced Capital Management, Inc.		Vice President, Assistant Secretary

	SEI Primus Holding Corp.		Vice President, Assistant Secretary

	SEI Global Services, Inc.		Assistant Secretary

	SEI Investments Developments, Inc.		Vice President, Assistant Secretary

	SEI Investments Management Corporation II		Assistant Secretary

	SEI Franchise, Inc.		General Counsel, Vice President, Secretary

Tom Jones Chief Compliance Officer, Assistant Secretary		-	-

Karl Dasher Vice President, Chief Investment Officer	SEI Investments (France) SEI Global Investments Corp.		Board of Directors Vice President

Frank Sidoti Vice President		-	-

Vincent Chu Vice President	SEI Global Investments Corp.		Vice President

	SEI Asset Korea		Director

Item 26. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), acts as distributor for:

SEI Daily Income Trust				July 15, 1982

SEI Liquid Asset Trust				November 29, 1982

SEI Tax Exempt Trust				December 3, 1982

SEI Index Funds				July 10, 1985

SEI Institutional Managed Trust				January 22, 1987

The Advisors' Inner Circle Fund				November 14, 1991

The Advisors' Inner Circle Fund II				January 28, 1993

Bishop Street Funds				January 27, 1995

SEI Asset Allocation Trust				April 1, 1996

C-40

SEI Institutional Investments Trust				June 14, 1996

HighMark Funds				February 15, 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

Amerindo Funds Inc.				July 13, 1999

iShares Inc.				January 28, 2000

iShares Trust				April 25, 2000

JohnsonFamily Funds, Inc.				November 1, 2000

The MDL Funds				January 24, 2001

Causeway Capital Management Trust				September 20, 2001

The Japan Fund, Inc.				October 7, 2002

TT International U.S.A. Master Trust				October 6, 2003

TT International U.S.A. Feeder Trust				October 6, 2003

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 19 of Part B. Unless otherwise noted, the business address of each director or officer is Oaks, PA 19456.

Name	Position and Office with Underwriter	Positions and Offices with Registrant
William M. Doran	Director		Trustee

Carl A. Guarino	Director		-

Edward D. Loughlin	Director		President, Chief Executive Officer

Wayne M. Withrow	Director

Kevin Barr	President & Chief Operating Officer		-

Maxine Chou	Chief Financial Officer & Treasurer		-

John Munch	General Counsel & Vice President		-

Karen LaTourette	Compliance Officer & Assistant Secretary		-

Mark Held	Senior Vice President		-

Lori L. White	Assistant Secretary		-

Robert Silvestri	Senior Financial Officer		-

Michael Farrell	Vice President		-

Maria Rinehart	Vice President		-

Mark Greco	Chief Operations Officer		-

C-41

Item 27. 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 Funds' Custodian:

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

(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

Ashmore Investment Management Limited
20 Bedfordbury
London, WC2N 4BL
United Kingdom

The Boston Company Asset Management
One Boston Place
Boston, MA 02108

Capital Guardian Trust Company
333 South Hope Street, 55^th Floor
Los Angeles, CA 90071

Citigroup Asset Management Limited
Citigroup Centre
Canada Square
Canary Wharf, London E14 5LB
England

Emerging Markets Management, L.L.C.
1001 Nineteenth Street North
17^th Floor
Arlington, Virginia 22209-1722

Fischer Francis Trees & Watts, Inc.
200 Park Avenue, 46^th Floor
New York, NY 10166

C-42

Fisher Investments, Inc.
13100 Skyline Boulevard
Woodside, California 94062

McKinley Capital Management Inc.
3301 C Street
Suite 500
Anchorage, Alaska 99503

Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

Morgan Stanley Investment Management Limited
25 Cabot Square
Canary Wharf, London E14 4QA
United Kingdom

Rexiter Capital Management Limited
21 St. James's Square
London SWIY 4SS
United Kingdom

Salomon Brothers Asset Management Inc
399 Park Avenue
New York, New York 10022

Item 28. Management Services:

None.

Item 29. Undertakings:

None

C-43

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. 38 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 29th day of November, 2004.

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.

*
Rosemarie B. Greco

Trustee

November 29, 2004

Trustee

November 29, 2004

William M. Doran

Trustee

November 29, 2004

F. Wendell Gooch

Trustee

November 29, 2004

George J. Sullivan, Jr.

Trustee

November 29, 2004

James M. Storey

Trustee

November 29, 2004

Robert A. Nesher

Trustee

November 29, 2004

Nina Lesavoy

/s/ JAMES M. WILLIAMS
James M. Williams

Trustee

November 29, 2004

/s/ EDWARD D. LOUGHLIN
Edward D. Loughlin

President & Chief
Executive Officer

November 29, 2004

/s/ PEDRO A. RODRIGUEZ
Pedro A. Rodriguez

Controller & Chief Financial
Officer

November 29, 2004

*BY:

/S/ EDWARD D. LOUGHLIN
Edward D. Loughlin
Attorney-in-Fact

C-44

EXHIBIT INDEX

Exhibit Number				Description
EX-99.Ba				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.Ba2				Amendment to Agreement and Declaration of Trust, dated August 9, 1989, is herein incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Ba3				Amendment to Agreement and Declaration of Trust, dated April 29, 1998, is herein incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bb1				Amended By-Laws dated June 17, 2004 are filed herewith.

EX-99.Bc				Not Applicable

EX-99.Bd1				Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 (restated as of December 17, 2002) is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2003.

EX-99.Bd2				Schedule to Investment Advisory Agreement between Registrant and SIMC dated December 16, 2002 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2003.

EX-99.Bd3				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.Bd4				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.Bd5				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 herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 27, 2002.

EX-99.Bd6				Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management dated September 18, 2000 is filed herewith.

Exhibit Number				Description
EX-99.Bd7				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 dated December 17, 2002 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 28, 2003.

EX-99.Bd8				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.Bd9				Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited dated March 17, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd10				Investment Sub-Advisory Agreement between SIMC and Alliance Capital Management L.P. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd11				Investment Sub-Advisory Agreement between SIMC and Citigroup Asset Management Limited dated September 30, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd12				Investment Sub-Advisory Agreement between SIMC and Emerging Markets Management, L.L.C. dated March 11, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd13				Investment Sub-Advisory Agreement between SIMC and Fisher Investments, Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd14				Investment Sub-Advisory Agreement between SIMC and McKinley Capital Management, Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd15				Investment Sub-Advisory Agreement between SIMC and Rexiter Capital Management Limited dated July 15, 2004 with respect to the Emerging Markets Equity Fund is filed herewith.

Exhibit Number				Description
EX-99.Bd16				Amendment to Investment Sub-Advisory Agreement between SIMC and Alliance Capital Management L.P. dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd17				Amendment to Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited dated July 1, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd18				Amendment to Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management, LLC dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd19				Amendment to Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd20				Amendment to Investment Sub-Advisory Agreement between SIMC and Emerging Markets Management, L.L.C. dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(19) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd21				Amendment to Investment Sub-Advisory Agreement between SIMC and Fischer Francis Trees & Watts, Inc., Fischer Francis Trees & Watts, Fischer Francis Trees & Watts (Singapore) Pte Ltd and Fischer Francis Trees & Watts Kabushiki Kaisha dated July 1, 2003 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(20) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd22				Amendment to Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Investment Management Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(21) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bd23				Amendment to Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management Inc dated July 28, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(22) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

Exhibit Number				Description
EX-99.Be				Amended and Restated Distribution Agreement between Registrant and SEI Investments Distribution Co. dated September 16, 2002 is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 27, 2002.

EX-99.Bf				Not Applicable

EX-99.Bg1				Custodian Agreement between Registrant and Brown Brothers Harriman & Co. is filed herewith.

EX-99.Bh1				Amended and Restated Administration and Transfer Agency Agreement between Registrant and SEI Investments Fund Management dated December 10, 2003 is filed herewith.

EX-99.Bh2				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.Bh3				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.Bh4				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.Bi				Opinion and Consent of Counsel to be filed by later amendment.

EX-99.Bj				Opinion and Consent of Independent Registered Public Accounting Firm to be filed by later amendment.

EX-99.Bk				Not Applicable

EX-99.Bl				Not Applicable

EX-99.Bm				Not Applicable.

EX-99.Bn				Amended and Restated Rule 18f-3 Plan relating to Class A, I and Y shares dated June 26, 2002 is herein incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on November 27, 2002.

EX-99.Bo				Not Applicable.

EX-99.Bp1				The Code of Ethics for SEI Investments Management Corporation is herein incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 28 to SEI Index Funds' Registration Statement on Form N-1A (File Nos. 2-97111 and 811-4283), filed with the SEC on July 28, 2004.

EX-99.Bp2				The Code of Ethics for SEI Investments Distribution Co. is herein incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 28 to SEI Index Funds' Registration Statement on Form N-1A (File Nos. 2-97111 and 811-4283), filed with the SEC on July 28, 2004.

Exhibit Number				Description
EX-99.Bp3				The Code of Ethics for SEI Institutional International Trust 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.Bp4				The Code of Ethics for Capital Guardian Trust Company is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 18 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 23, 2004.

EX-99.Bp5				The Code of Ethics for Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Management Limited is filed herewith.

EX-99.Bp6				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.Bp7				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 to SEI Institutional Investment Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038).

EX-99.Bp8				The Code of Ethics for Alliance Capital Management L.P. is filed herewith.

EX-99.Bp9				The Code of Ethics for Fischer Francis Trees & Watts, Inc. is herein incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 17 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on July 9, 2004.

EX-99.Bp10				The Code of Ethics for Ashmore Investment Management Limited is herein incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A (File Nos. 33-22821 and 811-5601), filed with the SEC on January 29, 2004.

EX-99.Bp11				The Code of Ethics for Citigroup Asset Management Limited is herein incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 13 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, 2003.

EX-99.Bp12				The Code of Ethics for Emerging Markets Management, L.L.C. is herein incorporated by reference to Exhibit (p)(33) of Post-Effective Amendment No. 5 to SEI Insurance Products Trust's Registration Statement on Form N-1A (File Nos. 333-70013 and 811-9183), filed with the SEC on April 30, 2003.

EX-99.Bp13				The Code of Ethics for Fisher Investments, Inc. is filed herewith.

EX-99.Bp14				The Code of Ethics for McKinley Capital Management, Inc. is herein incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 17 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on July 9, 2004.

Exhibit Number				Description
EX-99.Bp15				The Code of Ethics for Rexiter Capital Management Limited is herein incorporated by reference to Exhibit (p)(40) of Post-Effective Amendment No. 17 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File Nos. 33-58041 and 811-7257), filed with the SEC on July 9, 2004.

EX-99.Bq1				Powers of Attorney for Robert A. Nesher, William M. Doran, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, Edward D. Loughlin, Nina Lesavoy and Pedro A. Rodriguez are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 40 of SEI Institutional Managed Trust's Registration Statement on Form N-1A (File Nos. 33-9504 and 811-4878) filed with the SEC on November 12, 2003.

EX-99.Bq2				Power of Attorney for James M. Williams is filed herewith.

EX-99.B(B)(1) 2 a04-11255_1ex99dbb1.htm EX-99.B(B)(1)

Exhibit 99.B(b)(1)

BY-LAWS

SEI INSTITUTIONAL INTERNATIONAL TRUST

Section 1.		Agreement and Declaration of
		Trust and Principal Office

1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the “Declaration of Trust”), of SEI INSTITUTIONAL INTERNATIONAL TRUST, the Massachusetts business trust established by the Declaration of Trust (the “Trust”).

1.2 Principal Office of the Trust. The principal office of the Trust shall be located in Boston, Massachusetts.

Section 2. Shareholders

2.1 Meetings. A meeting of the shareholders of the Trust or by any one or more series of shares may be called at any time by the Trustees, by the president or, if the Trustees and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who at least 10% of all outstanding shares of the Trust, if shareholders of all series are required under Declaration of Trust to vote the aggregate and not by individual series at such meeting, or of any series, if shareholders of such series are entitled under the Declaration of Trust to vote by individual series at such meeting, then such shareholders may call such meeting. If the meeting is a meeting of the shareholders of one or more series of shares, but not a meeting of all shareholders of the Trust, then only the shareholders of such one or more series shall be entitled to notice of and to vote at the meeting. Each call of a meeting shall state the place, date, hour and purpose of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the Trustees, by the president or, if the Trustees and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who hold at least 25% of all shares issued and outstanding and entitled to vote at the meeting, then such shareholders may call such meeting. Each call of a meeting shall state the place, date, hour and purposes of the meeting.

2.3 Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Trust, or, to the extent permitted by the Declaration of Trust, at such other place within the United States as shall be designated by the Trustees or the president of the Trust.

2.4 Notice of Meetings. A written notice of each meeting of shareholders, stating the place, date and hour and the purposes of the meeting, shall be given at least seven days before the meeting to each shareholder entitled to vote thereat by leaving such notice with him or at his residence or usual place of business or by mailing it, postage prepaid, and addressed to such shareholder at his address as it appears in the records of the Trust. Such notice shall be given by the secretary or an assistant secretary or by an officer designated by the Trustees. No notice of any meeting of shareholders need be given to a shareholder if a written waiver of notice, executed before or after the meeting by such shareholder or his attorney thereunto duly authorized, is filed with the records of the meeting.

2.5 Ballots. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election.

2.6 Proxies. Shareholders entitled to vote may vote either in person or by proxy dated not more than six months before the meeting named therein, which proxies shall be filed with the secretary or other person responsible to record the proceedings of the meeting before being voted. Proxies may be authorized by written, telephonic or electronic means. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting.

Section 3. Trustees

3.1 Committees and Advisory Board. The Trustees may appoint from their number an executive committee and other committees. Except as the Trustees may otherwise determine, any such committee may make rules for conduct of its business. The Trustees may appoint an advisory board to consist of not less than two nor more than five members. The members of the advisory board shall be compensated in such manner as the Trustees may determine and shall confer with and advise the Trustees regarding the investments and other affairs of the Trust. Each member of the advisory board shall hold office until the first meeting of the Trustees following the next annual meeting of the shareholders and until his successor is elected and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified, or until the advisory board is sooner abolished by the Trustees.

3.2 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. A regular meeting of the Trustees may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.

3.3 Special Meetings. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meetings, when called by the Chairman of the Board, the president or the treasurer or by two or more Trustees, sufficient notice thereof being given to

each Trustee by the secretary or an assistant secretary or by the officer or one of the Trustees calling the meeting.

3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in office shall constitute a quorum; provided, however, a quorum shall not be less than two. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 4. Officers and Agents

4.1 Enumeration; Qualification. The officers of the Trust shall be a president, a treasurer, a secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect or appoint. The Trust may also have such Agents, if any, as the Trustees from time to time may in their discretion appoint. Any officer may be but none need be a Trustee or shareholder. Any two or more offices may be held by the same person.

4.2 Powers. Subject to the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to his or her office as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.

4.3 Election. The president, the treasurer and the secretary shall be elected annually by the Trustees at their first meeting following the annual meeting of the shareholders. Other officers, if any, may be elected or appointed by the Trustees at said meeting or at any other time.

4.4 Tenure. The president, the treasurer and the secretary shall hold office until the first meeting of Trustees following the next annual meeting of the shareholders and until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the Trustees.

4.5 President and Vice Presidents. The president shall be the chief executive officer of the Trust. The president shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust. Any vice president shall have such duties and powers as shall be designated from time to time by the Trustees.

4.6 Chairman of the Board. If a Chairman of the Board of Trustees is elected, he shall have the duties and powers specified in these By-Laws and, except as the Trustees shall otherwise determine, preside at all meetings of the shareholders and of the Trustees at which he or she is present and have such other duties and powers as may be determined by the Trustees.

4.7 Treasurer and Controller. The treasurer shall be the chief financial officer of the Trust and subject to any arrangement made by the Trustees with a bank or trust company or other organization as custodian or transfer or shareholder services agent, shall be in charge of its valuable papers and shall have such other duties and powers as may be designated from time to time by the Trustees or by the president. If at any time there shall be no controller, the treasurer shall also be the chief accounting officer of the Trust and shall have the duties and powers prescribed herein for the controller. Any assistant treasurer shall have such duties and powers as shall be designated from time to time by the Trustees.

The controller, if any be elected, shall be the chief accounting officer of the Trust and shall be in charge of its books of account and accounting records. The controller shall be responsible for preparation of financial statements of the Trust and shall have such other duties and powers as may be designated from time to time by the Trustees or the president.

4.8 Secretary and Assistant Secretaries. The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting shall record the proceedings thereof in the aforesaid books.

Section 5. Resignation and Removals

Any Trustee, officer or advisory board member may resign at any time by delivering his or her resignation in writing to the Chairman of the Board, the president, the treasurer or the secretary or to a meeting of the Trustees. The Trustees may remove any officer elected by them with or without cause by a vote of a majority of the Trustees then in office. Except to the extent expressly provided in a written agreement with the Trust, no Trustee, officer, or advisory board member resigning, and no officer or advisory board member removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

Section 6. Vacancies

A vacancy in any office may be filled at any time. Each successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary, until his or her successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.

Section 7. Shares

7.1 Share Certificates. No certificates certifying the ownership of shares shall be issued except as the Trustees may otherwise authorize. In the event that the Trustees authorize the issuance of share certificates, subject to the provisions of Section 7.3, each shareholder shall be entitled to a certificate stating the number of shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the president or a vice president and by the treasurer or an assistant treasurer. Such signatures may be facsimiles if the certificate is signed by a transfer or shareholder services agent or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue.

In lieu of issuing certificates for shares, the Trustees or the transfer or shareholder services agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

7.2 Loss of Certificates. In the case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees may prescribe.

7.3 Discontinuance of Issuance of Certificates. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust.

Section 8. Record Date

The Trustees may fix in advance a time, which shall not be more than 90 days before the date of any meeting of shareholders or the date for the payment of any dividend or making of any other distribution to shareholders, as the record date for determining the shareholders having the right to notice and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date.

Section 9. Seal

The seal of the Trust shall, subject to alteration by the Trustees, consist of a flat-faced circular die with the word “Massachusetts”, together with the name of the Trust and the year of its organization, cut or engraved thereon; but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

Section 10. Execution of Papers

Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be signed, and any transfers of securities standing in the name of the Trust shall be executed, by the president or by one of the vice presidents or by the treasurer or by whomsoever else shall be designated for that purpose by the vote of the Trustees and need not bear the seal of the Trust.

Section 11. Fiscal Year

The fiscal year of the Trust shall end on such date in each year as the Trustees shall from time to time determine.

Section 12.		Provisions Relating to the
		Conduct of the Trust’s Business

12.1 Dealings With Affiliates. No officer, Trustee or agent of the Trust and no officer, director or agent of any investment advisor shall deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a material financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or financially interested in any investment advisor to the Trust or in any corporation, firm or association which may at any time have a distributor’s or principal underwriter’s contract with the Trust; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940 or any Rule or Regulation thereunder and if such transaction does not involve any commission or profit to any security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustees of the Trust or an officer or director of the investment advisor, manager or principal underwriter of the Trust; (c) employment of legal counsel, registrar, transfer agent, shareholder services, dividend disbursing agent or custodian who is, or has a partner, stockholder, officer or director who is, an officer or Trustee of the Trust; (d) sharing statistical, research and management expenses, including office hire and services, with any other company in which an officer or Trustee of the Trust is an officer or director or financially interested.

12.2 Dealing in Securities of the Trust. The Trust, the investment advisor, any corporation, firm or association which may at any time have an exclusive distributor’s or principal underwriter’s contract with the Trust (the “distributor”) and the officers and Trustees of the Trust and officers and directors of every investment advisor and distributor, shall not take long or short positions in the securities of the Trust, except that:

(a) the distributor may place orders with the Trust for its shares equivalent to orders received by the distributor;

(b) shares of the Trust may be purchased at not less than net asset value for investment by the investment advisor and by officers and directors of the distributor, investment advisor, or the Trust and by any trust, pension, profit-sharing or other benefit plan for such persons, no such purchase to be in contravention of any applicable state or federal requirement.

12.3 Limitation on Certain Loans. The Trust shall not make loans to any officer, Trustee or employee of the Trust or any investment advisor or distributor or their respective officers, directors or partners or employees.

12.4 Custodian. All securities and cash owned by the Trust shall be maintained in the custody of one or more banks or trust companies having (according to its last published report) not less

than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the “custodian”); provided, however, the custodian may deliver securities as collateral on borrowings effected by the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may deliver securities lent by the Trust against receipt of initial collateral specified by the Trust. Subject to such rules, regulations and orders, if any, as the Securities and Exchange Commission may adopt, the Trust may, or may permit any custodian to, deposit all or any part of the securities owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or national securities association registered with said Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by said Commission, pursuant to which system all securities of any particular class or series of any issue deposited with the system are treated as fungible and may be transferred or pledged by bookkeeping entry, without physical delivery of such securities.

The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian:

(a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian;

(b) require that the case and securities owned by this corporation be delivered directly to the successor custodian; and

(c) in the event that no successor custodian can be found, submit to the shareholders, before permitting delivery of the case and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be liquidated or shall function without a custodian.

12.5 Reports to Shareholders; Distributions from Realized Gains. The Trust shall send to each shareholder of record at least annually a statement of the condition of the Trust and of the results of its operation, containing all information required by applicable laws or regulations.

Section 13. Amendments

These By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such majority.

Dated: June 17, 2004

EX-99.B(D)(6) 3 a04-11255_1ex99dbd6.htm EX-99.B(D)(6)

Exhibit 99.B(d)(6)

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made this 18th day of September, 2000, between SEI Investments Management Corporation, (the “Adviser”) and The Boston Company Asset Management, LLC (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 will act 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 Funds, 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 Funds 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, a Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus and with the written instructions and directions of the Adviser and of the Board of Trustees of the Trust delivered to the Sub-Adviser and will conform to and comply with the applicable requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time.

forth in the Fund’s Prospectus delivered to the Sub-Adviser or as the Board of Trustees or the Adviser may in writing 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 provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with the policies of the Trust, as disclosed in the Prospectus, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a Fund 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 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) 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”), the Investment Advisers Act of 1940, as amended, and the 1940 Act, and the rules and regulations thereunder.

On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and/or a lower brokerage commission, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

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 a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information within the possession or control of the Sub-Adviser 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 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-advisor, 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. In addition, nothing in this agreement will in any way restrict the Sub-Adviser, its officers, directors or employees from trading in securities for its or their own accounts as permitted by the 1940 Act and the Sub-Adviser’s Code of Ethics, provided that the Sub-Adviser’s Code of Ethics materially complies with the then current Code of Ethics recommendations of the Investment Company Institute.

(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 Assets. The Adviser shall instruct the custodian and other parties providing services to the Fund to forward promptly all such 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 directors, 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 written instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time.

3. Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents:

(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, herein called the “By-Laws”);

(d) any order issued by the SEC or other regulatory authority applicable to the Trust, the Fund or the Adviser; and

(e) any other written instructions, directions or policies of the Adviser or the Trust’s Board of Trustees applicable to the Sub-Adviser’s duties hereunder.

The Adviser will promptly furnish to the Sub-Adviser any and all amendments or other changes to the documents specified in this Section 3, and the Sub-Adviser shall not be charged with complying with any such document or amendment not so delivered to the Sub-Adviser, unless the Sub-Adviser reasonably should have known the terms of such document or amendment.

4. Compensation to the Sub-Adviser; Expenses. 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 and accepts as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of the Assets under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. 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.

The Sub-Adviser shall be responsible for its own expenses in performing its duties hereunder but shall not be responsible for the expenses of the Trust or the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for brokerage commissions, transfer taxes or fees or custody fees of the Fund.

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 attorneys’ 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 attorneys’ 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 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 its approval by the Trust’s Board of Trustees. 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, on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, 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 no more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser; or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser’s agreement with the Trust. As used in this Section 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 Drive
		Oaks, PA 19456
		Attention: Legal Department

To the Sub-Adviser at:		The Boston Company Asset Management, LLC
		One Boston Place
		Boston, MA 02108
		Attention: Tim Smith

10. 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.

11. 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 personally 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 effects 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 above written.

SEI Investments Management Corporation

By:	/s/ Todd Cipperman
Name:	Todd Cipperman
Title:	Senior Vice President

Attest:	/s/ Kevin P. Kline


The Boston Company Asset Management, LLC

By:	/s/ Francis D. Antin
Name:	Francis D. Antin
Title:	Chief Executive Officer

Attest:	/s/ Jennifer Cassidy

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
The Boston Company Asset Management, LLC

Pursuant to Section 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Equity Fund

EX-99.B(D)(15) 4 a04-11255_1ex99dbd15.htm EX-99.B(D)(15)

Exhibit 99.B(d)(15)

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 15th day of July, 2004 between SEI Investments Management Corporation (the “Adviser”) and Rexiter Capital Management 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 series of the Trust set forth on Schedule A attached hereto (the “Fund”), as such Schedule may be amended by mutual agreement of the parties hereto; 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:

(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 Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all 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 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.

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).

(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) (i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.

(ii) The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in the Fund. As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.

(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the Assets.

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 control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.

2. Duties of the Adviser.

(a) 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.

(b) The Adviser agrees to obtain the Sub-Adviser’s approval of all prospectuses, proxy statements, report to stockholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer in any way to the Sub-Adviser and not to use such material if the Sub-Adviser should reasonably object thereto in writing within five (5) days after receipt of such material; provided, however, that the Sub-Adviser’s approval of such materials is not required when (i) all uses of its name in such materials merely refer in accurate terms to its appointment as investment sub-adviser hereunder; (ii) its name is used as required to be disclosed by the SEC or a state securities commission; or (iii) previously approved materials are re-issued. The Adviser shall furnish or otherwise make available to the Sub-Adviser such other information relating to the business affairs of the Fund that is necessary for the Sub-Adviser to discharge its obligations hereunder as the Sub-Adviser at any time, or from time to time, reasonably requests. The Adviser shall furnish all materials requiring approval under this subparagraph (b) to the Sub-Adviser at its principal office.

3. Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies 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”); and

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 B 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) resulting from the willful misfeasance, bad faith or negligence on the Sub-Adviser’s part in the performance of its duties or from reckless disregard of its obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 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) resulting from the willful misfeasance, bad faith or negligence on the Adviser’s part in the performance of its duties or from reckless disregard of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 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 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 Paragraph 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.

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:		Rexiter Capital Management Limited 21 St. James’s Square London SW1Y 4SS Attention: Murray Davey

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. For the purposes of this Section 10, the use of non-targeted employment advertisements or the non-targeted use of employment recruiters shall not be deemed to be a direct or indirect solicitation for employment, and to the extent that a person is hired by Sub-Adviser through such means, Sub-Adviser shall not be in breach of this Section 10.

11. Representations of the Parties.

(a) The Adviser represents and warrants that:

(i) it has received a copy of Part II of the Sub-Adviser’s Form ADV; and

(ii) it has full corporate power and authority to enter into this Agreement (including the power and authority to appoint the Sub-Adviser hereunder) and to carry out its terms.

(b) The Sub-Adviser represents and warrants that it has full corporate power and authority to enter into this Agreement and to carry out its terms.

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 Paragraph 12, 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 Paragraph 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.

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	Rexiter Capital Management Limited

By:	By:

/s/ Timothy D. Barto	/s/ Kenneth King	/s/ Gavin Machlachlan

Name:	Name:

Timothy D. Barto	Kenneth King	Gavin Machlachlan

Title:	Title:

Vice President	Managing Director	Director

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Rexiter Capital Management Limited

As of July 15, 2004

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Equity Fund

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Rexiter Capital Management Limited

As of July 15, 2004

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

Agreed and Accepted:

SEI Investments Management Corporation	Rexiter Capital Management Limited

By:	By:

/s/ Timothy D. Barto	/s/ Kenneth King	/s/ Gavin Machlachlan

Name:	Name:

Timothy D. Barto	Kenneth King	Gavin Machlachlan

Title:	Title:

Vice President	Managing Director	Director

EX-99.B(G)(1) 5 a04-11255_1ex99dbg1.htm EX-99.B(G)(1)

Exhibit 99.B(g)(1)

CUSTODIAN AGREEMENT

THIS AGREEMENT, dated as of March 1, 2004, between SEI Institutional International Trust, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts and registered with the SEC under the 1940 Act (the Trust), on behalf of its portfolios listed on Schedule A attached hereto (each a Fund and, collectively, the Funds), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

WITNESSETH:

WHEREAS, the Trust wishes to employ BBH&Co. to act as custodian for the Trust, with respect to the Funds, and to provide related services, all as provided herein, and BBH&Co. is willing to accept such employment, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Trust and BBH&Co. hereby agree, as follows:

1. Appointment of Custodian. The terms of this agreement shall apply separately and respectively to each Fund that is designated by the Trust as a separate account on the books of the Custodian. The Trust hereby appoints BBH&Co. as the Trust’s custodian, with respect to the Funds, and BBH&Co. hereby accepts such appointment. All Investments of a Fund delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement and any attachments or schedules thereto. The duties of the Custodian with respect to a Fund’s Investments shall be only as set forth expressly in this Agreement, which duties are generally composed of safekeeping of assets and various administrative duties that will be performed in accordance with Instructions, as such term is defined in Section 4 below, and as reasonably required to effect Instructions.

2. Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following:

2.1 This Agreement has been, and, at the time of delivery of each Instruction, the Instruction will have been, duly authorized, executed and delivered by the Trust. This Agreement does not violate any Applicable Law or conflict with or constitute a default under the respective Fund’s prospectuses or other organic document, agreement, judgment, order or decree to which the Trust is a party or by which it or the Funds’ Investments are bound.

2.2 By providing an Instruction with respect to the first acquisition of an Investment by a Fund in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has: (a) assessed all material Country or Sovereign Risks and accepted responsibility for their occurrence; (b) made all determinations required to be made by the Trust under the 1940 Act, except those delegated to the Custodian pursuant to Delegation Schedule attached hereto; and (iii) if deemed appropriate by the Trust, adequately disclosed to its shareholders and prospective investors, all material investment risks, including any Country Risks. Nothing in this section shall relieve the Custodian of its responsibility for performance of its duties under Section 8.2 with respect to foreign depository information in connection with Rule 17f-7 under the 1940 Act.

2.3 The Trust shall safeguard and shall solely be responsible for its safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of its own connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust shall be solely responsible for ensuring the security of its access to the service and for the use of the service (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement) and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies that the Custodian provides to the Fund.

3. Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate

any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH&Co. further represents and warrants that it has adopted and maintains reasonable facilities and procedures to provide for continued services in the event of an emergency or disaster.

4. Instructions. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to Instructions. As used herein, the term Instruction shall mean a directive initiated by the Trust, acting directly or through its Board of Trustees, officers or other Authorized Persons, as such term is defined in Section 4.1 below, which directive shall conform to the requirements of this Section 4.

4.1 Authorized Persons. For purposes hereof, an Authorized Person shall be a person or entity authorized by the Trust to give Instructions for or on behalf of the Trust and the Funds and designated as such by written notices from the Trust to the Custodian (or otherwise in accordance with procedures delivered to and acknowledged by the Custodian). The Custodian may treat any Authorized Person as having full authority of the Trust to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of previously designated Authorized Persons until it receives appropriate written notice from the Trust to the contrary.

4.2 Form of Instruction. Each Instruction shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Trust from time to time unless the Trust elects to transmit such Instruction in accordance with Sections 4.2.1 through 4.2.3 of this Section.

4.2.1 Trust Designated Secured-Transmission Method. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Trust or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian; it being understood that such acknowledgment shall authorize the Custodian to receive and process such means of delivery, but shall not represent a judgment by the Custodian as to the reasonableness or security of the method determined by the Authorized Person (unless such method is a product proprietary to the Custodian and offered to the Trust by the Custodian).

4.2.2 Written Instructions. Instructions may be transmitted in a writing that bears the manual signature of an Authorized Person.

4.2.3 Other Forms of Instruction. Instructions may also be transmitted by another means

determined by the Trust or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as is contained in Section 4.2.1, above) including, but not limited to, Instructions given orally or by SWIFT, telex or telefax (whether tested or untested).

When an Instruction is given by means established under Sections 4.2.1 through 4.2.3 above, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances (unless such method is a product proprietary to the Custodian and offered to the Trust by the Custodian). Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible Instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reasonable reliance on inaccurately stated, illegible or unauthorized telefax instructions. Custodian shall promptly notify the Trust once it becomes aware that it has received an illegible or unauthorized Instruction and shall be protected in waiting to act until such Instruction is clarified. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule and the Electronic and Online Services Schedule to this Agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.

4.3 Completeness and Contents of Instructions. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in a Fund’s Investments and upon any delivery and transfer of any Investment or moneys, the Authorized Person initiating such Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:

4.3.1 The transaction date and the date and location of settlement;

4.3.2 The specification of the type of transaction;

4.3.3 A description of the Investments or moneys in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction

contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to Investment description; and

4.3.4 The name of the broker or similar entity concerned with execution of the transaction.

If the Custodian shall determine that an Instruction is either unclear or incomplete, the Custodian will give prompt notice of such determination to the Trust, and the Trust shall thereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

4.4 Timeliness of Instructions. In giving an Instruction, the Trust shall take into consideration generally acknowledged or known delays which may occur due to the involvement of a Subcustodian or an agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established, and communicated to the Trust in advance and in writing, specific timing requirements or deadlines with respect to particular classes of Instructions, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Trust.

5. Safekeeping of Fund Assets. The Custodian shall hold Investments delivered to it or its Subcustodians for a Fund in accordance with the provisions of this Section. The Custodian shall not be responsible for: (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians; or (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Subcustodians. The Custodian is hereby authorized to hold with itself or its Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action. The Custodian shall hold Investments for the account of the Trust (and the Funds) and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Trust (and for the relevant Fund) or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.

5.1 Use of Securities Depositories. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian.

Investments held in a Securities Depository shall be held: (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Subcustodian, as the case may be; and (b) in an account for the Trust (or a Fund) or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Depository with appropriate identification of the Trust’s (and the Funds’) Investments on the Custodian’s books. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Subcustodian (or any nominee or agent of either) from holding its client assets in such a non-proprietary account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for benefit of the Trust (or the Funds) or for benefit of clients of the Custodian generally on its own books with appropriate identification of the Trust’s (or the Funds’) Investments on the Custodian’s books. Investments of a Fund maintained with a Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian, shall be held separately from Investments of any other Fund.

5.2 Certificated Assets. Investments that are certificated may be held in registered or bearer form: (a) in the Custodian’s vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

5.3 Registered Assets. Investments that are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Trust (or a Fund) or a nominee for any of the foregoing, and may be held in any manner set forth in paragraph 5.2.

5.4 Book-Entry Assets. Investments that are represented by book-entry may be so held in an account maintained by the Book-entry Agent on behalf of the Custodian, a Subcustodian or another agent of the Custodian, or a Securities Depository.

5.5 Replacement of Lost Investments. In the event of a loss of Investments for which the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the applicable Fund the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss or, if less, such other amount as shall be agreed by the parties as the date for settlement.

6. Administrative Duties of the Custodian. The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

6.1 Purchase of Investments. Pursuant to Instruction, Investments purchased for the account of the Trust (or a Fund) shall be paid for: (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation); or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.2 Sale of Investments. Pursuant to Instruction, Investments sold for the account of the Trust (or a Fund) shall be delivered: (a) against payment therefor in cash, by check or by bank wire transfer; (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation); or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.3 Delivery and Receipt in Connection with Borrowings of a Fund or other Collateral and Margin Requirements. Pursuant to Instruction, the Custodian may deliver or receive Investments or cash of the Trust (or a Fund) in connection with borrowings or loans by the Trust (or the Fund) and other collateral and margin requirements.

6.4 Futures and Options. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Trust and a futures commission merchant regarding margin (Tri-Party Agreement), the Custodian shall: (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Trust of exchange-traded futures contracts and commodity options; (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (Margin Account), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Trust shall have designated as initial, maintenance or variation “margin” deposits or other collateral intended to secure the Trust’s performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the margin account in accordance with the provisions of such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6 under the 1940 Act. The Custodian shall in no event be responsible for the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.

6.5 Contractual Obligations and Similar Investments. From time to time, the Trust’s Investments

may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by book-entry agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Trust acquires such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall: (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; (b) in accordance with the Trust’s or an Authorized Person’s Instructions, sign solely as the Trust’s attorney-in-fact under a power-of-attorney, and not as a party to or a participant in, documentation representing the Trust’s interest in such transactions; and (c) perform on the Trust’s account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. Except as provided herein, the Custodian shall have no responsibility for agreements running to the Trust as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement, execute documents on behalf of the Trust, and, in accordance with Instruction, to include such arrangements in reports made to the Trust.

The Trust hereby agrees and acknowledge that (i) in performing the duties provided for in this Section 6.5, the Custodian is acting solely as the designated attorney of the Trust and is in no way to be construed to be acting as agent for the Grantor or the Borrower (each as defined under the relevant participant documentation); and (ii) the custodial arrangement provided for herein is not intended to constitute, and shall not be construed to establish, a partnership or joint venture between the Custodian and the Trust, or between the Custodian, the Grantor or the Borrower. Without limiting the generality of the foregoing, the Custodian (a) makes no warranty or representation and shall not be responsible for any warranty or representation made in or in connection with any of the participation documents and related credit agreements, notes and other agreements referenced therein, or for the financial condition of any Borrower, or for the observance or performance of any obligations of a Grantor, a Borrower or any other person, or for the truth or accuracy of any document provided to the Trust that the Custodian has initially received from, or that the Custodian has prepared based upon information received from, a Grantor, a Borrower or any other person; (b) make no warranty or representation and shall not be responsible for the due execution, validity, enforceability, sufficiency or collectibility of any of the participation documents and related credit agreements, notes and other agreements referenced therein, except with respect to the Custodian’s due execution of such participation document as the Trust’s designated attorney-in-fact hereunder; (c) make no warranty or guarantee as to: (i) future payments by a Borrower or any other obligor or guarantor of the loans, (ii) a Grantor’s or Borrower’s future compliance with or performance of any of the terms and conditions contained in the participations documents and related credit agreements, notes and other agreements referenced therein, or (iii) the collectibility of the loans or the collateral as described in any participation documents and related credit agreements, notes and other agreements referenced therein.

6.6 Exchange of Securities. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Trust (or a Fund) for other securities in connection with any reorganization, recapitalization, conversion, split-up, change of par value of shares or similar event; and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.

6.7 Surrender of Securities. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness.

6.8 Rights, Warrants, Etc. Pursuant to Instruction, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities; and (b) deposit securities in response to any invitation for the tender thereof.

6.9 Mandatory Corporate Actions. Unless otherwise directed by Instruction, the Custodian shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Trust’s (or a Fund’s) account and promptly notify the Trust of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.

6.10 Income Collection. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Trust with respect to a Fund’s Investments (including without limitation dividends, interest and other income and distribution payable thereon) and promptly credit the amount collected to a Principal or Agency Account, as such terms are defined in Section 7.1 below; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default; or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Trust with respect to Investments.

6.11 Ownership Certificates and Disclosure of a Fund’s Interest. The Custodian is hereby

authorized to execute on behalf of the Trust ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Trust with respect to a Fund’s Investments, or in connection with the sale, purchase or ownership of a Fund’s Investments. With respect to securities issued in the United States of America, the Custodian may not release the identity of the Trust to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Trust. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located.

6.12 Proxy Materials. The Custodian shall promptly deliver, or cause to be delivered, to the Trust proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian or any nominee.

6.13. Taxes. The Custodian shall use its good faith efforts consistent with the standard of care to obtain refunds of taxes withheld on dividends and interest payments received by the Trust that are available under applicable tax laws, treaties, and regulations. In the performance of its duties with respect to tax withholding and reclamation, the Custodian shall be entitled to rely on the advice of counsel and upon information and advice regarding the Trust’s tax status that is received from or on behalf of the Trust without duty of separate inquiry (subject to Section 13.9 below).

6.14 Other Dealings. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys (including payments of dividends and distributions to Fund shareholders and payments of Fund expenses) or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom such payment or delivery is made. The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by an Instruction, and may make payments to itself or others for minor expenses of administering Investments under this Agreement; provided that the Custodian shall account to the Trust with respect to such expenses.

In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall transmit promptly to the Trust all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by a Fund and the maturity of futures contracts purchased or sold) received by the Custodian

from issuers of the Investments being held for a Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Trust all written information received by the Custodian from issuers of the Investments whose tender or exchange is sought and from the party (or its agent) making the tender or exchange offer. If the Trust desires to take action with respect to any tender offer, exchange offer and any other similar transaction, the Trust shall notify the Custodian prior to the date on which the Custodian is to take such action.

7. Cash Accounts, Deposits and Money Movements. Subject to the terms and conditions set forth in this Section 7, the Trust hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Trust maintains Investments or in such other currencies as the Trust shall from time to time request by Instruction.

7.1 Types of Cash Accounts. Cash accounts opened on the books of the Custodian (Principal Accounts) shall be opened in the name of the Trust (or a Fund). Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 10. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Trust (or a Fund), in the name of the Custodian or in the name of the Custodian for its customers generally, but reflected on the books of the Custodian as being held for the Trust (or a Fund) (Agency Accounts). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Trust (or a Fund). Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts but shall not be liable for their repayment in the event such Subcustodian, by reason of its bankruptcy, insolvency or otherwise, fails to make repayment. Nothing in this section shall relieve the Custodian from responsibility for selection and monitoring of Foreign or Domestic Subcustodians with due care as required by the terms of this Agreement.

7.2 Payments and Credits with Respect to the Cash Accounts. The Custodian shall make payments from or deposits to any of said accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to a Fund’s Investments, payments of dividends and distributions to Fund shareholders, payments of Fund expenses, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. The Custodian shall give the Fund prompt notice of any such reversal. Unless otherwise

specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.

7.3 Currency and Related Risks. Except as otherwise provided herein, the Funds bear the risks of holding or transacting in any currency. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or adversely affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been prevented or adversely affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 10 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by a Fund shall be for the account of the Fund.

7.4 Foreign Exchange Transactions. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of a Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with a Fund in accordance with Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction unless such limitation was also in effect on the trade date of the transaction.

7.4.1 Third Party Foreign Exchange Transactions. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund’s Investments. Accordingly the Custodian shall only be responsible for delivering or receiving

currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received and (c) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Funds accept full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options, and understands that the Funds shall be responsible for any and all costs and interest charges which may be incurred by a Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. Nothing in this section shall relieve the Custodian of its responsibility for its own actions in connection with such transactions.

7.4.2 Foreign Exchange with the Custodian as Principal. The Custodian may undertake foreign exchange transactions with a Fund as principal, as the Custodian and the Fund may agree from time to time. In such event, the foreign exchange transaction will be performed in accordance with the particular agreement of the parties, or in the event a principal foreign exchange transaction is initiated by an Instruction in the absence of a specific agreement, such transaction will be performed in accordance with the usual commercial terms of the Custodian.

7.5 Delays. In the event that a delay shall have been caused by the negligence, bad faith or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to and indemnify the Fund for damages, plus: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out such Instructions to transfer cash that

are not due to the Custodian’s own negligence, bad faith or willful misconduct.

7.6 Advances. If, for any reason in the proper conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Funds’ assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of a Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Trust hereby does:

7.6.1 acknowledge that a Fund shall have no right or title to any Investments purchased with such Advance, except a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance;

7.6.2 grant to the Custodian a security interest in all Investments; and,

7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in all Investments under Applicable Law, and in accordance with the provisions of the 1940 Act.

Neither the Custodian nor any Subcustodian shall be obligated to advance monies to a Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in any Agency or Principal Account and (to the extent that cash is insufficient) to dispose of any Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has under this Section to a Subcustodian. Any security interest in Investments taken hereunder shall be treated as financial assets credited to securities accounts under Articles 8 and 9 of the Uniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a securities intermediary under such Articles 8 and 9.

7.7 Integrated Account. For purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) shall collectively constitute a single and indivisible current account with respect to a Fund’s obligations to the Custodian, or its assignee, and balances in such Principal Accounts

shall be available for satisfaction of the Fund’s obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.

8. Subcustodians and Securities Depositories. Subject to the provisions hereinafter set forth in this Section 8, the Funds hereby authorize the Custodian to utilize Securities Depositories to act on behalf of a Fund and to appoint from time to time and to utilize Subcustodians. With respect to Investments held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form, in accordance with (a) governmental regulations, (b) rules of Securities Depositories and clearing agencies, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Instructions.

8.1 Domestic Subcustodians and Securities Depositories. The Custodian may deposit and/or maintain, either directly or through one or more agents appointed by the Custodian, Investments of a Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank and of the SEC. The Custodian may, at any time and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act, and the rules and regulations thereunder, to act on behalf of a Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States. The Custodian shall only use depositories that qualify as such under Rule 17f-4 under the 1940 Act and shall hold Investments of a Fund in such depositories in a manner consistent with the provisions of the rule governing the manner in which a custodian may maintain securities in such a depository.

8.2 Foreign Subcustodians and Securities Depositories. Unless instructed otherwise by a Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any Foreign Securities Depository; provided, such Securities Depository meets the requirements of an “eligible securities depository” under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation (“Rule 17f-7”), or which by order of the SEC is exempted therefrom. Prior to the time that Investments are placed with such depository, the Custodian shall have prepared and delivered to the Fund a written assessment of the custody risks associated with maintaining assets with the Securities Depository and shall have established a system to monitor such risks on a continuing basis

in accordance with subsection 8.2.3 of this Section. Additionally, the Custodian may, at any time and from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an “eligible foreign custodian” under Rule 17f-5, or any successor rule or regulation (“Rule 17f-5”), or which by order of the SEC is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States in accordance with the Delegation Schedule. Such appointment of foreign Subcustodians shall be subject to approval of the Funds in accordance with Sections 8.2.1 and 8.2.2 hereof, and use of Foreign Securities Depositories shall be subject to the terms of Sections 8.2.3 hereof. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the Fund’s ability to invest in such country. Nothing in this Section shall relieve the Custodian of its responsibility for performance of its duties under Section 8.2.3 or the Delegation Schedule.

8.2.1 Board Approval of Foreign Subcustodians. Unless and except to the extent that the Board has delegated to and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Section 8.2.2 below, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of a Fund outside the United States, obtain written confirmation of the approval of the Trust’s Board of Trustees with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person.

8.2.2 Delegation of Board Review of Subcustodians. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as delegate of the Trust’s Board. In such event, the Custodian’s duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached Delegation Schedule to this Agreement.

8.2.3 Monitoring and Risk Assessment of Securities Depositories. Prior to the placement of any assets of a Fund with a Foreign Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative a written assessment of the custody risks associated with maintaining assets within such Securities Depository, which shall include a determination as to whether the Securities Depository qualifies as an “eligible

securities depository” as defined under Rule 17f-7; (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository and the continued qualification of the Depository as an “eligible securities depository” on a continuing basis, and to promptly notify the Fund’s Investment Adviser of any material changes in such risk or qualification; and (c) will promptly notify the Fund in writing of any such material changes. In performing its duties under this subsection, the Custodian shall use reasonable care, prudence and diligence, and may rely on such reasonable sources of information as may be available, including, but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has acted with reasonable care in performing its monitoring and assessment duties, gathering such information, choosing such sources, and relying on such information and sources. The risk assessment shall be provided to the Funds or their Investment Advisor by such means as the Custodian and the Funds shall reasonably agree. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.

8.3 Responsibility for Subcustodians. The Custodian shall be liable to the Trust for any loss or damage to the Trust (or a Fund) caused by or resulting from the acts or omissions of any Subcustodian, to the extent that the Custodian would be liable to the Trust (or the Fund) under the terms of this Agreement in light of the facts and circumstances prevailing in the jurisdiction where such act or omission of the Subcustodian shall have occurred.

8.4 New Countries. The Custodian and the Funds will work together in good faith to arrange for custody in such new markets as a Fund may request, recognizing that it may not be possible to secure an eligible foreign custodian meeting the requirements of Rule 17f-5 under the 1940 Act. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment that is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In

the event, however, the Custodian is unable to establish such arrangements prior to the time such investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund.

9. Third Party Securities Lending. In addition to the Custodian’s other responsibilities hereunder, the Trust hereby directs the Custodian to, among the other activities as shall be set forth in the Third Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “Guidelines”) by and among the Trust, on behalf of the Funds, the Custodian and the Trust’s designated third party lending agent (the “Lending Agent”), deliver securities out of custody to a borrower and to receive securities from a borrower (the “Securities Lending Activities”) in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Trust for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Trust hereby acknowledges certain risks inherent in the lending of securities through a Lending Agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the Trust:

• the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian);

• the default of a borrower and any resulting damages;

• the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible;

• the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions;

• the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action;

• the receipt of collateral in connection with securities lending activities (including any mark to market of an outstanding loan), which shall be held by the Lending Agent or its agent;

• the market risks associated with the investment of collateral;

• the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and

• the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent.

The Trust further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of Applicable Law or regulation or which might give rise to material adverse tax consequences. In the event that the Trust or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Trust with written or other agreed-form notice of such fact.

10. Responsibility of the Custodian. In performing its duties and obligations hereunder, the Custodian shall exercise good faith, and use reasonable care. Subject to the specific provisions of this Section, the Custodian shall be liable for any damage incurred by the Trust in consequence of the Custodian’s (or its employees’, partners’ or officers’) negligence, bad faith or willful misconduct. In no event shall either party be liable hereunder to the other for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement. It is agreed that, except as otherwise provided herein, the Custodian shall have no duty to assess the risks inherent in a Fund’s Investments (except as provided in Sections 8.2 and 8.2.3 of this Agreement) or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

10.1 Limitations of Performance. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes:

10.1.1 Force Majeure. Force Majeure shall mean any circumstance or event which is beyond the reasonable control of the Fund, Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by a Fund or the

Custodian of its obligations hereunder, by the Subcustodian of its obligations under its Subcustody Agreement or by any other agent of the Custodian or the Subcustodian, including any event beyond the relevant party’s reasonable control which caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the party’s reasonable control.

The Funds shall not be responsible under this Agreement and shall not be liable hereunder for any loss or damage in consequence of any Force Majeure circumstance or event.

10.1.2 Country Risk. Country Risk shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments, including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets. Nothing under this section shall relieve the Custodian of its responsibilities under Section 8.2.3 of this Agreement or the Delegation Schedule attached hereto.

10.1.3 Sovereign Risk. Sovereign Risk shall mean, in respect of any jurisdiction, including the United States of America, where Investments is acquired or held hereunder or

under a Subcustody Agreement, all risks of (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any governmental authority, (c) the confiscation, expropriation or nationalization of any Investments by any governmental authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced. Nothing in this section shall relieve Custodian of its obligations under Section 8.2.3.

10.2. Limitations on Liability. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

10.2.1 Failure of Third Parties. The failure of any third party (other than a Subcustodian or agent for which the Custodian is responsible in accordance with the terms of this Agreement) including: (a) any issuer of Investments or book-entry or other agent of and issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, Foreign Custody Manager or other agent (other than a Subcustodian or agent for which the Custodian is responsible in accordance with the terms of this Agreement) of a Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

10.2.2 Information Sources. The Custodian may rely upon information (excluding legal advice, which shall be governed by Section 13.10) received from issuers of Investments or agents of such issuers, information (excluding legal advice, which shall be governed by Section 13.10) received from Subcustodians and from other commercially reasonable sources such as commercial data bases, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith and has acted with reasonable care.

10.2.3 Reliance on Instruction. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund’s declaration of trust, certificate of incorporation or by-laws, Applicable Law, or actions by the trustees, directors or shareholders of the Fund.

10.2.4 Restricted Securities. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Fund.

11. Indemnification. Except for such claims and liabilities as may arise from the negligence, bad faith, willful misconduct or other breach of this Agreement, each Fund hereby indemnifies the Custodian and each Subcustodian, and their respective agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement, any Instruction and the Securities Lending Activities. If a Subcustodian or any other person indemnified under the preceding sentence, gives written notice of claim to the Custodian, the Custodian shall promptly give written notice to the Fund. Not more than thirty (30) days following the date of such notice, unless the Custodian shall be liable under Section 8 hereof in respect of such claim, the Fund will pay the amount of such claim or reimburse the Custodian for any payment made by the Custodian in respect thereof. Except for such claims and liabilities as may arise from a Fund’s negligence, bad faith, willful misconduct or other breach of this Agreement, the Custodian hereby indemnifies the Fund and its employees, officers, trustees and agents, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them for which the Custodian is responsible under this Agreement.

12. Reports and Records. The Custodian shall:

12.1 create and maintain records relating to the performance of its obligations under this Agreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder) ;

12.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to paragraph 12.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and

12.3 make available to the Funds all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein.

The Funds shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless a Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources that may be utilized in certain reports made available to the Funds. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information.

13. Miscellaneous.

13.1 Limitation of Liability. The execution and delivery of this Agreement have been authorized by the Trust’s Board of Trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Trust, but bind only the appropriate property of the Trust, a Fund, or Class, as provided in the Trust’s Declaration of Trust. Further, no Fund will be liable or responsible for the acts, omissions or obligations of another Fund.

13.2 Proxies, etc. The Trust will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Subcustodian to provide, the services contemplated by this Agreement.

13.3 Entire Agreement. Except as specifically provided herein, this Agreement (together with any exhibits, schedules or other agreements or documents referenced herein) constitutes the entire agreement between the Trust and the Custodian with respect to the subject matter hereof. Accordingly, this Agreement supersedes any custody agreement or other oral or written agreements heretofore in effect between the Trust and the Custodian with respect to the custody of the Funds’ Investments.

13.4 Waiver and Amendment. No provision of this Agreement may be waived, amended or modified, and no addendum to this Agreement shall be or become effective, or be waived, amended or modified, except by an instrument in writing executed by the party against which enforcement of such waiver, amendment or modification is sought; provided, however, that an Instruction shall, whether or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, shall be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith.

13.5 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. The parties hereby agree to the non-exclusive jurisdiction of federal courts sitting in the State of New York or the Commonwealth of Massachusetts, or of the State courts of either such State or such Commonwealth.

13.6 Notices. Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested, (c) by a nationally recognized overnight courier, or (d) by facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:

		If to the Trust:

		SEI Institutional Managed Trust
		c/o SEI Invesments
		1 Freedom Valley Drive
		Oak, Pennsylvania 19456

		Attn: Timothy D. Barto

		Telephone:	(610) 676-2533
		Facsimile

		If to the Custodian:

		Brown Brothers Harriman & Co.
		40 Water Street
		Boston, Massachusetts 02109

		Attn: Manager, Securities Department

		Telephone:	(617) 772-1818
		Facsimile:	(617) 772-2263,

or such other address as the Trust or the Custodian may have designated in writing to the other.

13.7 Headings. Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

13.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Trust and the Custodian.

13.9 Confidentiality. The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.

13.10 Counsel. In fulfilling its duties hereunder, the Custodian shall be entitled to receive and act upon the advice of (a) counsel regularly retained by the Custodian in respect of such matters, (b) the Trust’s counsel, or (c) such counsel as the Trust and the Custodian may agree upon, with respect to all matters, and, provided that the Trust has been appropriately notified of such advice, the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice.

14. Definitions. The following defined terms will have the respective meanings set forth below.

14.1 Advance(s) shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include amounts paid to third parties for account of a Fund or in discharge of any expense, tax or other item payable by the Fund.

14.2 Agency Account(s) shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1 hereof.

14.3 Applicable Law shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations licenses and permits; and (c) judgments, decrees, injunctions writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.

14.4 Authorized Person(s) shall mean any person or entity authorized to give Instructions on behalf of a Fund in accordance with Section 4.1 hereof.

14.5 Book-entry Agent(s) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.

14.6 Clearing Corporation shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.

14.7 Delegation Schedule shall mean any schedule entered into between the Custodian and the Trust or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

14.8 Electronic and Online Services Schedule shall mean any schedule to this agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning electronic and online services as described therein and as may be made available from time to time by the Custodian to the Trust.

14.09 Electronic Reports shall mean any reports prepared by the Custodian and remitted to the Trust or its authorized representative via the internet or electronic mail.

14.10 Foreign Custody Manager shall mean the Trust’s foreign custody manager appointed pursuant to Rule 17f-5 under the 1940 Act.

14.11 Foreign Financial Regulatory Authority shall have the meaning given by Section 2(a)(50) of the 1940 Act.

14.12 Funds Transfer Services Schedule shall mean any schedule entered into between the Custodian and the Trust or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Trust (or a Fund).

14.13 Guidelines shall have the meaning assigned in Section 9 hereof.

14.14 Global Custody Network Listing shall mean the Countries approved by the Trust and

Subcustodians selected by the Custodian in connection with a Fund’s Investments in non-U.S. Markets.

14.15 Instruction(s) shall have the meaning assigned in Section 4 hereof.

14.16 Investment Advisor shall mean any person or entity that is an Authorized Person to give Instructions with respect to the investment and reinvestment of a Fund’s Investments.

14.17 Investment(s) shall mean any investment asset of a Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets.

14.18 Lending Agent shall have the meaning assigned in Section 9 hereof.

14.19 Margin Account shall have the meaning set forth in Section 6.4 hereof.

14.20 Principal Account(s) shall mean deposit accounts of the Trust (or a Fund) carried on the books of BBH&Co. as principal in accordance with Section 7 hereof.

14.21 Safekeeping Account shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Trust (or a Fund) (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.

14.22 SEC shall mean the U.S. Securities and Exchange Commission

14.23 Securities Depository shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the definitional requirements of Rule 17f-7 under the 1940 Act.

14.24 Securities Lending Activities shall have the meaning assigned in Section 9 hereof.

14.25 Subcustodian(s) shall mean each bank appointed by the Custodian pursuant to Section 8 hereof, but shall not include Securities Depositories.

14.26 Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.

14.27 1940 Act shall mean the Investment Company Act of 1940.

15. Compensation. The Trust agrees to pay to the Custodian (a) a fee in an amount set forth in the fee letter between the Trust and the Custodian in effect on the date hereof or as amended from time to time, and (b) all out-of-pocket expenses incurred by the Custodian, including the fees and expenses of all Subcustodians, and payable from time to time provided that such fees and expenses are timely accounted to the Trust. Amounts payable by the Fund under and pursuant to this Section 15 shall be payable by wire transfer to the Custodian at BBH&Co. in New York, New York.

16. Termination. This Agreement may be terminated by either party in accordance with the provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement. Upon termination the Custodian shall take reasonable and customary steps to facilitate transition including, without limitation, the transfer of Fund records.

16.1 Notice and Effect. This Agreement may be terminated by either party by written notice effective no sooner than seventy-five (75) consecutive calendar days following the date that notice to such effect shall be delivered to other party at its address set forth in Section 13.6 hereof.

16.2 Successor Custodian. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Funds held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions. The Custodian agrees to cooperate with the Trust in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Funds’ Investments in accordance with Instructions.

16.3 Delayed Succession. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon ten (10) consecutive calendar days written notice to the Trust either (a) deliver the Funds’ Investments held hereunder to the Funds at the address designated for receipt of notices hereunder; or (b) deliver any Investments held hereunder to a bank or trust company having a capitalization of $2,000,000 USD equivalent and operating under the applicable law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Funds. In the event that Investments or moneys of a Fund remain in the custody of the Custodian or its Subcustodians after

the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition, or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent efforts of the Custodian, the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

BROWN BROTHERS HARRIMAN & CO.		SEI INSTITUTIONAL INTERNATIONAL TRUST


By:	/s/ James R. Kent	By:	/s/ Timothy D. Barto

Name: James R. Kent		Name: Timothy D. Barto
Title: Managing Director		Title: Vice President and Secretary
Date: March 1, 2004		Date: March 1, 2004

SCHEDULE A

International Equity Fund

Emerging Markets Equity Fund

International Fixed Income Fund

Emerging Markets Debt Fund

Tax-Managed International Equity Fund

FUNDS TRANSFER SERVICES SCHEDULE TO CUSTODIAN AGREEMENT

1. Execution of Payment Orders. Brown Brothers Harriman & Co. (the Custodian) is hereby instructed by SEI Institutional International Trust (the Trust ) to execute each payment order, whether denominated in United States dollars or other applicable currencies, received by the Custodian in the Trust’s name as sender and authorized and confirmed by an Authorized Person as defined in a Custodian Agreement dated as of March 1, 2004 by and between the Custodian and the Trust, as amended or restated from time thereafter (the Agreement), provided that the Trust has sufficient available funds on deposit in a Principal Account as defined in the Agreement and provided that the order (i) is received by the Custodian in the manner specified in this Funds Transfer Services Schedule or any amendment hereafter; (ii) complies with any written instructions and restrictions of the Trust as set forth in this Funds Transfer Services Schedule or any amendment hereafter; (iii) is authorized by the Trust or is verified by the Custodian in compliance with a security procedure set forth in Paragraph 2 below for verifying the authenticity of a funds transfer communication sent to the Custodian in the name of the Trust or for the detection of errors set forth in any such communication; and (iv) contains sufficient data to enable the Custodian to process such transfer.

2. Security Procedure. The Trust hereby elects to use the procedure selected below as its security procedure (the Security Procedure). The Security Procedure will be used by the Custodian to verify the authenticity of a payment order or a communication amending or canceling a payment order. The Custodian will act on instructions received provided the instruction is authenticated by the Security Procedure. The Trust agrees and acknowledges in connection with (i) the size, type and frequency of payment orders normally issued or expected to be issued by the Trust to the Custodian, (ii) all of the security procedures offered to the Trust by the Custodian, and (iii) the usual security procedures used by customers and receiving banks similarly situated, that authentication through the Security Procedure shall be deemed commercially reasonable for the authentication of all payment orders submitted to the Custodian. The Trust hereby elects (please choose one) the following Security Procedure as described below:

o BIDS and BIDS Worldview Payment Products. BIDS and BIDS Worldview Payment Products, are on-line payment order authorization facilities with built-in authentication procedures. The Custodian and the Trust shall each be responsible for maintaining the confidentiality of passwords or other codes to be used by them in connection with BIDS. The Custodian will act on instructions received through BIDS without duty of further confirmation unless the Trust notifies the Custodian that its password is not secure.

o SWIFT. The Custodian and the Trust shall comply with SWIFT’s authentication procedures. The Custodian will act on instructions received via SWIFT provided the instruction is authenticated by the SWIFT system.

o Tested Telex. The Custodian will accept payment orders sent by tested telex, provided the test key matches the algorithmic key the Custodian and the Trust have agreed to use.

o Computer Transmission. The Custodian is able to accept transmissions sent from the Trust’s computer facilities to the Custodian’s computer facilities provided such transmissions are encrypted and digitally certified or are otherwise authenticated in a reasonable manner based on available technology. Such procedures shall be established in an operating protocol between the Custodian and the Trust.

o Telefax Instructions. A payment order transmitted to the Custodian by telefax transmission shall transmitted by the Trust to a telephone number specified from time to time by the Custodian for such purposes. If it detects no discrepancies, the Custodian will then either:

1. If the telefax requests a repetitive payment order, the Custodian may call the Trust at its last known telephone number, request to speak to the Trust or Authorized Person, and confirm the authorization and the details of the payment order (a Callback); or

2. If the telefax requests a non-repetitive order, the Custodian will perform a Callback.

All faxes must be accompanied by a fax cover sheet that indicates the sender’s name, company name, telephone number, fax number, number of pages, and number of transactions or instructions attached.

o Telephonic. A telephonic payment order shall be called into the Custodian at the telephone number designated from time to time by the Custodian for that purpose. The caller shall identify herself/himself as an Authorized Person. The Custodian shall obtain the payment order data from the caller. The Custodian shall then:

1. If a telephonic repetitive payment order, the Custodian may perform a Callback; or

2. If a telephonic non-repetitive payment order, the Custodian will perform a Callback.

In the event the Trust chooses a procedure which is not a Security Procedure as described above, the Trust agrees to be bound by any payment order (whether or not authorized) issued in its name and accepted by the Custodian in compliance with the procedure selected by the Trust.

3. Rejection of Payment Orders. The Custodian shall give the Trust prompt notice of the Custodian’s rejection of a payment order. Such notice may be given in writing or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable payment order and fails to give the Trust immediate notice of the Custodian’s non-execution, the Custodian shall be liable only for the Trust’s actual damages. Notwithstanding anything in this Funds Transfer Services Schedule and the Agreement to the contrary, the Custodian shall in no event be liable for any consequential or special damages under this Funds Transfer Services Schedule, even if the Custodian has been advised of the possibility of such damages.

4. Cancellation of Payment Orders. The Trust may cancel a payment order but the Custodian shall have no liability for the Custodian’s failure to act on a cancellation instruction unless the Custodian has received such cancellation instruction at a time and in a manner affording the Custodian reasonable opportunity to act prior to the Custodian’s execution of the order. Any cancellation shall be sent and confirmed in the manner set forth in Paragraph 2 above.

5. Responsibility for the Detection of Errors and Unauthorized Payment Orders. Except as may be provided, the Custodian is not responsible for detecting any error of the Trust contained in any payment order sent by the Trust to the Custodian. In the event that the Trust’s payment order to the Custodian either (i) identifies the beneficiary by both a name and an identifying or bank account number and the name and number identify different persons or entities, or (ii) identifies any bank by both a name and an identifying number and the number identifies a person or entity different from the bank identified by name, execution of the payment order, payment to the beneficiary, cancellation of the payment order or actions taken by any bank in respect of such payment order may be made solely on the basis of the number. The Custodian shall not be liable for interest on the amount of any payment order that was not authorized or was erroneously executed unless the Trust so notifies the Custodian within thirty (30) business days following the Trust’s receipt of notice that such payment order had been processed. If a payment order in the name of the Trust and accepted by the Custodian was not authorized by the Trust, the liability of the parties will be governed by the applicable provisions of UCC 4A.

6. Laws and Regulations. The rights and obligations of the Custodian and the Trust with respect to any payment order executed pursuant to this Funds Transfer Services Schedule will be governed by any Applicable Laws, regulations, circulars and funds transfer system rules, the laws and regulations of the United States of America and of other relevant countries including exchange control regulations and limitations on dealings or other sanctions, and including without limitation those sanctions imposed under the law of the United States of America by the Office of Foreign Assets Control (OFAC). The Custodian represents and warrants that it has established and maintains controls and procedures reasonably designed to comply with OFAC regulations, and with all applicable anti-money laundering laws or regulations, including but not limited to the USA Patriot Act of 2001. Any taxes, fines, costs, charges or fees imposed by relevant authorities on such transactions shall be for the account of the Trust.

7. Miscellaneous. All accounts opened by the Trust or its authorized agents at the Custodian subsequent to the date hereof shall be governed by this Funds Transfer Schedule. All terms used in this Funds Transfer Services Schedule shall have the meaning set forth in Article 4A of the Uniform Commercial Code as currently in effect in the State of New York (UCC 4A) unless otherwise set forth herein. The terms and conditions of this Funds Transfer Services Schedule are in addition to, and do not modify or otherwise affect, the terms and conditions of the Agreement and any other agreement or arrangement between the parties hereto. The execution and delivery of this Agreement have been authorized by the Board of Trustees of each Fund and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Funds, but bind only the appropriate property of the Fund, portfolio, or Class, as provided in the relevant Trust’s Declaration of Trust. Further, no Fund or portfolio will be liable or responsible for the acts, omissions or obligations of another Fund or portfolio.

8. Indemnification. The Custodian does not recommend the sending of instructions by telefax or telephonic means as provided in Paragraph 2. BY ELECTING TO SEND INSTRUCTIONS BY TELEFAX OR TELEPHONIC MEANS, THE TRUST AGREES TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM.

OPTIONAL: The Custodian will perform a Callback if instructions are sent by telefax or telephonic means as provided in Paragraph 2. THE TRUST MAY, AT ITS OWN RISK AND BY HEREBY AGREEING TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM (except as may arise from the gross negligence, will misconduct or active collusion of the Custodian), ELECT TO WAIVE A CALLBACK BY THE CUSTODIAN BY INITIALLING HERE:

Accepted and agreed:

BROWN BROTHERS HARRIMAN & CO.				SEI INSTITUTIONAL INTERNATIONAL TRUST

By:	/s/ James R. Kent			By:	/s/ Timothy D. Barto
Name:			James R. Kent	Name:			Timothy D. Barto
Title:		Managing Director		Title:		Vice President and Secretary
Date:		March 1, 2004		Date:		March 1, 2004

ELECTRONIC AND ON-LINE SERVICES

SCHEDULE

This Electronic and On-Line Services Schedule (this Schedule) to a Custodian Agreement dated as of March 1, 2004 (as amended from time to time hereafter, the Agreement) by and between Brown Brothers Harriman & Co. (we, us, our) and SEI Institutional International Trust (you, your or Fund), provides general provisions governing your use of and access to the Services (as hereinafter defined) provided to you by us via the Internet (at www.bbhco.com or such other URL as we may instruct you to use to access our products) and via a direct dial-up connection between your computer and our computers, as of March 1, 2004 (the Effective Date). Use of the Services constitutes acceptance of the terms and conditions of this Schedule, any Appendices hereto, the Terms and Conditions posted on our web site, and any terms and conditions specifically governing a particular Service or our other products, which may be set forth in the Agreement or in a separate related agreement (collectively, the Related Agreements).

1. General Terms.

You will be granted access to our suite of online products, which may include, but shall not be limited to the following services via the Internet or dial-up connection (each separate service is a Service; collectively referred to as the Services):

1.1. BIDS® and BIDS WorldView, a system for effectuating securities and fund trade instruction and execution, processing and handling instructions, and for the input and retrieval of other information;

1.2. F/X WorldView, a system for executing foreign exchange trades;

1.3. Fund WorldView, a system for receiving fund and prospectus information;

1.4. BBHCOnnect, a system for placing securities trade instructions and following the status and detail of trades;

1.5. ActionView^SM, a system for receiving certain corporate action information;

1.6. Risk View, an interactive portfolio risk analysis tool; and

1.7. Such other services as we shall from time to time offer.

2. Security / Passwords.

2.1. A digital certificate and/or an encryption key may be required to access certain Services. You may apply for a digital certificate and/or an encryption key by following the procedures set forth at http://www.bbh.com/certs/. You also will need an identification code (ID) and password(s) (Password) to access the Services.

2.2. You agree to safeguard your digital certificate and/or encryption key, ID, and Password and not to give or make available, intentionally or otherwise, your digital certificate, ID, and/or Password to any unauthorized person. You must immediately notify us in writing if you believe that your digital certificate and/or encryption key, Password, or ID has been compromised or if you suspect unauthorized access to your account by means of the Services or otherwise, or when a person to whom a digital certificate and/or an encryption key, Password, or ID has been assigned leaves or is no longer permitted to access the Services.

2.3. We will not be responsible for any breach of security, or for any unauthorized trading or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the confidentiality of your ID and/or Password and/or the security of your digital certificate and/or encryption key.

3. Instructions.

3.1. Proper instructions under this Schedule shall be provided as designated in the Related Agreements (Instructions).

3.2. The following additional provisions apply to Instructions provided via the Services:

a. Instructions sent by electronic mail will not be accepted or acted upon.

b. You authorize us to act upon Instructions received through the Services utilizing your digital certificate, ID, and/or Password as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any losses you experience as a result.

c. From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Services may result in a delay in processing Instructions. In such an event, we shall not be liable to you or any third party for any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind (including

without limitation, reasonable attorneys’, accountants’, consultants’, or experts’ fees and disbursements) that you experience due to such a delay.

4. Electronic Documents.

We may make periodic statements, disclosures, notices, and other documents available to you electronically, and, subject to any delivery and receipt verification procedures required by law, you agree to receive such documents electronically and to check the statements for accuracy. You may also opt to receive printed reports. If you believe any such statement contains incorrect information, you must follow the procedures set forth in the Related Agreement(s).

5. Malicious Code.

You understand and agree that you will be responsible for the introduction (by you, your employees, agents, or representatives) into the Services, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services themselves; or (ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Services or the system containing the software code for the Services (Malicious Code), except to the extent that we provided or transmitted, whether intentionally or unintentionally, such virus, code, program, device, method or token to you. You agree to take all necessary actions and precautions as you would with your own systems to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Services.

6. Indemnification.

For avoidance of doubt, each party hereby agrees that the provisions in the Related Agreement(s) related to indemnification and any limitations on liability and responsibilities shall be applicable to this Agreement, and are hereby expressly incorporated herein. You agree that the Services are comprised of telecommunications and computer systems, and that it is possible that Instructions, information, transactions, or account reports might be added to, changed, or omitted by electronic or programming malfunction, unauthorized access, or other failure of the systems which comprise the Services, despite the security features that have been designed into the Services. You agree that we will not be liable for any action taken or not taken in complying with the terms of this Schedule, except for our willful misconduct, bad faith or negligence. The provisions of this paragraph shall survive the termination of this Schedule and the Related Agreements.

7. Payment.

You may be charged for services hereunder as set forth in a fee schedule from time to time agreed by us.

8. Term/Termination.

8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.

8.2. We may terminate your access to the Services at any time, for any reason, with 10 (ten) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with any of the terms of this Agreement, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated Applicable Laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days notice. Upon termination, we will cancel all your Passwords and IDs and any in-process or pending Instructions will be carried out or cancelled, at our sole discretion.

9. Miscellaneous.

9.1. Notices. All notices, requests, and demands (other than routine operational communications, such as Instructions) shall be in such form and effect as provided in the Related Agreement(s).

9.2. Inconsistent Provisions. Each Service may be governed by separate terms and conditions in addition to this Schedule and the Related Agreement(s). Except where specifically provided to the contrary in this Schedule, in the event that such separate terms and conditions conflict with this Schedule and the Related Agreement(s), the provisions of this Schedule shall prevail to the extent this Schedule applies to the transaction in question.

9.3. Binding Effect; Assignment; Severability. The execution and delivery of this Agreement have been authorized by the Trust’s Board of Trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Trust, but bind only the appropriate property of the Trust, a Fund or Class, as provided in the Trust’s Declaration of Trust. Further, no Fund will be liable or responsible for the acts, omissions or obligations of another Fund. Your rights under this Schedule

may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with Applicable Law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

9.4. Choice of Law; Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. The parties hereby agree to the non-exclusive jurisdiction of federal courts sitting in the State of New York or the Commonwealth of Massachusetts, or of the State courts of either such State or such Commonwealth.

	SEI INSTITUTIONAL INTERNATIONAL TRUST

	By:	/s/ Timothy D Barto
		Timothy D. Barto

	Title:	Vice President and Secretary

	Date:	March 1, 2004

DELEGATION SCHEDULE

By its execution of this Delegation Schedule dated as of March 1, 2004, SEI Institutional International Trust, a management investment company registered with the Securities and Exchange Commission (the Commission) under the Investment Company Act of 1940, as amended, (the 1940 Act), acting through its Board of Trustees or its duly appointed representative (the Trust), hereby appoints BROWN BROTHERS HARRIMAN & CO., a New York limited partnership with an office in Boston, Massachusetts (the Delegate) as its delegate to perform certain functions with respect to the custody of Trust’s Assets outside the United States.

1. Maintenance of the Trust’s Assets Abroad. The Trust, acting through its Board or its duly authorized representative, hereby instructs Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Trust and the Delegate (the Custodian Agreement) to place and maintain the Trust’s Assets in countries outside the United States in accordance with Instructions received from the Trust’s Investment Advisor and in accordance with this Schedule. Such instruction shall represent an Instruction under the terms of the Custodian Agreement. The Trust acknowledges that (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on Delegate’s Global Custody Network Listing, as may be revised from time to time upon advance written notice to Trust; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services. Delegate will provide the Trust with advance written notice of such countries.

2. Delegation. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as amended, the Board hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to perform those duties set forth in this Delegation Schedule concerning the safekeeping of the Trust’s Assets in each of the countries designated on the Global Custody Network Listing. The Delegate is hereby authorized to take such actions on behalf of or in the

name of the Trust as are reasonably required to discharge its duties under this Delegation Schedule, including, without limitation, to cause the Trust’s Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. The Trust confirms to the Delegate that the Trust or its investment adviser has considered the Sovereign Risk and Country Risk as part of its continuing investment decision process, including such factors as may be reasonably related to the systemic risk of maintaining the Trust’s Assets in a particular country, including, but not limited to, financial infrastructure, prevailing custody and settlement systems and practices (including the use of any Securities Depository in the context of information provided by the Custodian in the performance of its duties as required under 1940 Act Rule 17f-7 and the terms of the Custodian Agreement governing such duties), and the laws relating to the safekeeping and recovery of the Trust’s Assets held in custody pursuant to the terms of the Custodian Agreement. The Delegate agrees to provide the Board from time to time such reasonable documentation of its capacity to exercise reasonable care in respect of the duties described in this attachment as the Board may reasonably require.

3. Selection of Eligible Foreign Custodian and Contract Administration. The Delegate shall perform the following duties with respect to the selection of Eligible Foreign Custodians and administration of certain contracts governing the Trust’s foreign custodial arrangements:

(a) Selection of Eligible Foreign Custodian. The Delegate shall place and maintain the Trust’s Assets with an Eligible Foreign Custodian; provided that the Delegate shall have determined that the Trust’s Assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market after considering all factors relevant to the safekeeping of such assets, including without limitation:

(i) The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and the security and data protection practices;

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Trust’s Assets;

(iii) The Eligible Foreign Custodian’s general reputation and standing; and

(iv) Whether the Trust will have jurisdiction over and be able to enforce

judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of such Eligible Foreign Custodian in the United States or such Eligible Foreign Custodian’s appointment of an agent for service of process in the United States or consent to jurisdiction in the United States.

(b) Contract Administration. The Delegate shall cause that the foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate has determined will provide reasonable care for Trust assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide:

(i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Trust will be adequately protected against the risk of loss of assets held in accordance with such contract;

(ii) That the Trust’s Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws;

(iii) That beneficial ownership of the Trust’s Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

(iv) That adequate records will be maintained identifying the Trust’s Assets as belonging to the Trust or as being held by a third party for the benefit of the Trust;

(v) That the Trust’s independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and

(vi) That the Delegate (and the Trust, if the Trust so requests) will receive sufficient and timely periodic reports with respect to the safekeeping of the Trust’s Assets, including, but not limited to, notification of any transfer to or from the Trust’s account or a third party account containing the Trust’s Assets.

Such contract may contain, in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund’s Assets as the specified

provisions, in their entirety.

(c) Limitation to Delegated Selection. Notwithstanding anything in this Delegation Schedule to the contrary, and unless otherwise agreed upon by the parties, the duties under this Section 3 shall apply only to Eligible Foreign Custodians selected by the Delegate and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Section 7 of this Delegation Schedule.

4. Monitoring. The Delegate shall establish and maintain a system to monitor at reasonable intervals (but at least annually) the appropriateness of maintaining the Trust’s Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of placement of the Trust’s Assets in accordance with the criteria established under Section 3(a) of this Delegation Schedule. The Delegate shall monitor the performance and continuing appropriateness of the contract governing the Trust’s arrangements in accordance with the criteria established under Section 3(b) of this Delegation Schedule.

5. Reporting. At least annually and more frequently as mutually agreed between the parties, the Delegate shall provide to the Board written reports specifying placement of the Trust’s Assets with each Eligible Foreign Custodian selected by the Delegate pursuant to Section 3 of this Delegation Schedule and shall promptly report as to any material changes to such foreign custody arrangements. Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been instructed to use pursuant to Section 7 of this Delegation Schedule only to the extent specifically agreed with respect to the particular situation. The Delegate also will provide the Trust with any additional information about the Trust’s foreign custody arrangements as the Trust may reasonably request from time to time.

6. Withdrawal of Fund’s Assets. If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Trust’s Assets from the non-complying arrangement as soon as reasonably practicable; provided, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Trust’s Assets or would materially impair the liquidity, value or other

investment characteristics of the Trust’s Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Trust or its Investment Advisor with respect to such liquidation or other withdrawal.

7. Direction as to Eligible Foreign Custodian. Notwithstanding this Delegation Schedule, the Trust, acting through its Board, its Investment Advisor or its other authorized representative, may direct the Delegate to place and maintain the Trust’s Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Custodian will not provide delegation services. In such event, the Delegate shall be entitled to rely on any such instruction as an Instruction under the terms of the Custodian Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.

8. Standard of Care. In carrying out its duties under this Delegation Schedule, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for safekeeping the Trust’s Assets would exercise.

9. Representations. The Delegate hereby represents and warrants that it is a U.S. Bank and that this Delegation Schedule has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of the Delegate.

The Trust hereby represents and warrants that its Board of Trustees has determined that it is reasonable to rely on the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Schedule has been duly authorized, executed and delivered by the Trust and is a legal, valid and binding agreement of the Trust.

10. Effectiveness; termination. This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate’s signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th calendar day following the date on which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation Schedule shall be deemed to have been terminated concurrently

with the termination of the Custodian Agreement.

11. Notices. Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custodian Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties.

12. Definitions. Capitalized terms in this Delegation Schedule have the following meanings:

a. Eligible Foreign Custodian - shall have the meaning set forth in Rule 17f-5(a)(1) and shall also include a U.S. Bank.

b. Trust’s Assets - shall mean any of the Trust’s investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Trust ‘s transactions in such investments.

c. Instructions - shall have the meaning set forth in the Custodian Agreement.

d. Securities Depository - shall have the meaning set forth in Rule 17f-7.

e. Sovereign Risk - shall have the meaning set forth in Section 10.1.3 of the Custodian Agreement.

f . U.S. Bank - shall mean a bank that qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the Act.

13. Governing Law and Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. The parties hereby agree to the non-exclusive jurisdiction of federal courts sitting in the State of New York or the Commonwealth of Massachusetts, or of the State courts of

either such State or such Commonwealth.

14. Integration. This Delegation Schedule sets forth all of the Delegate’s duties with respect to the selection and monitoring of Eligible Foreign Custodians, the administration of contracts with Eligible Foreign Custodians, the withdrawal of assets from Eligible Foreign Custodians and the issuance of reports in connection with such duties. The terms of the Custodian Agreement shall apply generally as to matters not expressly covered in this Delegation Schedule, including dealings with the Eligible Foreign Custodians in the course of discharge of the Delegate’s obligations under the Custodian Agreement, and indemnification provisions.

15. Limitation of Liability. The execution and delivery of this Agreement have been authorized by the Trust’s Board of Trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Trust, but bind only the appropriate property of the Trust, portfolio, or Class, as provided in the Trust’s Declaration of Trust. Further, no portfolio will be liable or responsible for the acts, omissions or obligations of another portfolio.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

BROWN BROTHERS HARRIMAN & CO.				SEI INSTITUTIONAL INTERNATIONAL TRUST


By:	/s/ James R. Kent				By:	/s/ Timothy D. Barto

Name:			James R. Kent		Name:			Timothy D. Barto
Title:		Managing Director			Title:		Vice President and Secretary
Date:		March 1, 2004			Date:		March 1, 2004

EX-99.B(H)(1) 6 a04-11255_1ex99dbh1.htm EX-99.B(H)(1)

Exhibit 99.B(h)(1)

AMENDED AND RESTATED

ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

THIS AGREEMENT is made as of this 10th day of December, 2003, 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”);

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;

WHEREAS, the Trust and the Administrator entered into an agreement, dated September 16, 2002 (“Previous Agreement”), relating to the administration, transfer agency and dividend distribution services contemplated hereby and the parties now wish to amend and restate that agreement;

WHEREAS, this Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes the Previous Agreement;

WHEREAS, consistent with the Trust’s anti-money laundering program, as such program may be amended from time to time (the “AML Program”) and provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) applicable to registered investment companies, the Trust desires to delegate to the Administrator, and the Administrator is willing to accept such delegation, the implementation and operation of certain aspects of the Trust’s AML Program; and

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, dividend distribution and anti-money laundering 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 sub-contracted parties. 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 is responsible for performing or supervising the performance by others of the transfer agency and dividend

distribution services set forth in Schedule B hereto. The Administrator may employ SEI Investments Management Corporation (“SIMC”), an affiliate of the Administrator, and may sub-contract with other affiliated or non-affiliated third parties to perform all or part of the services to be performed by the Administrator under this Article 3; provided, however, that the Administrator shall remain responsible to the Trust for the acts and omissions of SIMC and such other sub-contracted parties. 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 registration for purposes of such inquiry, or in refusing registration when in its judgment an adverse claim requires such refusal.

ARTICLE 4. Anti-Money Laundering Services.

(A) Adoption of Anti-Money Laundering Program and Delegation of Services to the Administrator. The Trust hereby delegates to the Administrator the performance, on behalf of the Trust, of the services set forth in Schedule C hereto (the “AML Services”) with respect to all Shareholder accounts maintained by the Administrator pursuant to this Agreement. The Administrator accepts this delegation and agrees to perform or supervise the performance of the AML Services in accordance with the Trust’s AML Program and the Administrator’s anti-money laundering program and to cooperate with the Trust’s AML Compliance Officer in the performance of its responsibilities hereunder. The Administrator may employ SIMC and may sub-contract with other affiliated or non-affiliated third parties to perform all or part of the services to be performed by the Administrator under this Article 4; provided, however, that the Administrator shall remain responsible to the Trust for the acts and omissions of SIMC and such sub-contracted parties. The Administrator will certify annually to the Trust that it has implemented the Trust’s AML Program, and that the Administrator (or its agent) will perform the specific requirements of the Trust’s AML Program delegated to the Administrator.

Notwithstanding this delegation, the Trust shall maintain full responsibility for ensuring that its AML Program is and continues to be reasonably designed to ensure compliance with the USA Patriot Act and Bank Secrecy Act (collectively, the “AML Acts”) and any regulation adopted under the AML Acts (the “Applicable AML Laws”). The Administrator shall maintain policies, procedures and internal controls that are consistent with the Trust’s AML Program and the requirement that the Trust employ procedures reasonably designed to achieve compliance with the Applicable AML Laws and the Trust’s AML Program.

The Trust recognizes that the performance of the AML Services involves the exercise of discretion, which in certain circumstances may result in consequences to the Trust and its Shareholders (such as in the case of the reporting of suspicious activities and the freezing of Shareholders’ accounts). The Trust authorizes the Administrator to take such actions in the performance of the AML Services as the Administrator deems appropriate and consistent with the Trust’s AML Program and Applicable AML Laws.

(B) Representations and Warranties. The Trust represents and warrants that: (i) the Trust has adopted a written AML Program, and has duly appointed the Trust’s AML Compliance Officer; (ii) the

AML Program and the designation of the AML Compliance Officer have been approved by the Board; and (iii) the delegation to the Administrator of the AML Services has been approved by the Board.

The Administrator represents and warrants to the Trust that: (i) it has adopted and will maintain a written program concerning the AML Services; (ii) its policies and procedures are reasonably adequate for it to provide the AML Services and comply with its obligations under this Agreement; (iii) it shall conduct (or have a third party conduct) an independent review of its anti-money laundering program at least annually and provide the report of such independent review to the Trust; (iv) it shall maintain an ongoing anti-money laundering training program with respect to its own personnel; and (v) it shall maintain an anti-money laundering compliance officer to administer the servicing of those aspects of the Trust’s AML Program that have been expressly delegated to the Administrator.

(C) Documentation and Information and Access to Documentation and Information. The Trust agrees to furnish the Administrator with such information and documents as may be reasonably requested by the Administrator from time to time to provide the AML Services. The Trust agrees to notify the Administrator promptly about: (i) any changes to its AML Program that would materially impact the Administrator’s obligations under this Agreement; and (ii) any known suspicious activities related to open accounts.

The Administrator agrees to furnish to the Trust its written program concerning anti-money laundering services rendered by the Administrator to its various clients. The Administrator agrees to notify the Trust of any change to its anti-money laundering program that would materially impact the Trust’s AML Program or the provision of the AML Services.

The Administrator shall grant reasonable access to the Trust, the Trust’s AML Compliance Officer, and regulators having jurisdiction over the Trust, to the books and records maintained by the Administrator and related to the AML Services, and shall permit federal examiners to inspect the Administrator for purposes of the Trust’s AML Program. Records may be edited or redacted to maintain confidentiality of materials related to other clients of the Administrator. The Administrator shall make its relevant personnel available to meet or speak with the Board concerning the AML Services at least annually or at such other intervals as may be reasonably necessary or appropriate.

ARTICLE 5. 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 6. Compensation of the Administrator.

(A) Administrator’s Fee. The Trust shall pay to the Administrator compensation at the annual rate specified in Schedule D to this Agreement until this Agreement is terminated in accordance with Article 8. 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. The Administrator shall be responsible for payment of fees to any affiliated or non-affiliated third party that provides services under this Agreement.

(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 7. 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 hereby. (As used in this Article 7, 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 8. 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 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 9. 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 10. 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 11. 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 12. 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 13. 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 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 14. 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 15. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.

ARTICLE 16. 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 17. 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 18. 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 19. 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 20. 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 regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

ARTICLE 21. 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 22. 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 23. 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 24. 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 25. 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 26. 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.

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/ Lydia A. Gavalis
Name: Lydia A. Gavalis
Title: Assistant Secretary

SCHEDULE A

TO THE AMENDED AND RESTATED

ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

BETWEEN

SEI INSTITUTIONAL INTERNATIONAL TRUST

AND

SEI INVESTMENTS FUND MANAGEMENT

DATED AS OF DECEMBER 10, 2003

Pursuant to ARTICLE 2, the Administrator shall provide the following services to the Trust, or supervise third parties who may provide such 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 AMENDED AND RESTATED

ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

BETWEEN

SEI INSTITUTIONAL INTERNATIONAL TRUST

AND

SEI INVESTMENTS FUND MANAGEMENT

DATED AS OF DECEMBER 10, 2003

Pursuant to ARTICLE 3, the Administrator shall provide the following services to the Trust, or supervise third parties who may provide such 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

B-1

(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.

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.

Pursuant to Article 3, the Administrator shall provide the following services to the Trust, or supervise third parties who may provide such 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 AMENDED AND RESTATED

ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

BETWEEN

SEI INSTITUTIONAL INTERNATIONAL TRUST

AND

SEI INVESTMENTS FUND MANAGEMENT

DATED AS OF DECEMBER 10, 2003

Pursuant to Article 4, the Administrator shall provide the following services to the Trust, or supervise third parties who may provide such services to the Trust:

(a) Except for omnibus accounts, review and submit all shareholder financial and non-financial transactions through the Office of Foreign Assets Control (“OFAC”) Database (and any other lists of known or suspected terrorists or terrorist organizations issued by any Federal government agency and designated as such by the Treasury in consultation with the Federal functional regulators), including screening of all shareholder accounts upon changes to such database.

(b) Except for omnibus accounts, screen all shareholder accounts at the request of Financial Crimes Enforcement Network (“FinCEN”) pursuant to Section 314(a) of the USA PATRIOT Act and report any positive “hits” to FinCEN.

(c) Monitor shareholder accounts and identify and report suspicious activities that are required to be so identified and reported, in each case consistent with the Trust’s and the Administrator’s anti-money laundering program.

(d) Place holds on transactions in Shareholder accounts or freeze assets in Shareholder accounts, as required by the Trust’s AML Program and the Administrator’s anti-money laundering program and in accordance with the USA PATRIOT Act and OFAC.

(e) If and to the extent required by applicable law, verify Shareholder identity, as provided for in the Trust’s AML Program and the Administrator’s anti-money laundering program and in accordance with Section 326 of the USA PATRIOT Act.

(f) Follow the Trust’s policy, which may change from time to time, with respect to the acceptance of cash equivalents and third party checks.

(g) Follow the Trust’s policy on accounts held by non-U.S. persons.

(h) Maintain all records or other documentation related to Shareholder accounts and transactions therein that are required to be prepared and maintained pursuant to the Trust’s AML Program and the Administrator’s anti-money laundering program, and make the same available for inspection by (i) the Trust’s AML Compliance Officer, (ii) any auditor of the Trust’s AML Program or related procedures, policies or controls that has been designated by the Trust in writing, or (iii) regulatory or law enforcement authorities, and otherwise make said records or other documents available at the direction of the Trust’s AML Compliance Officer.

Notes: With respect to omnibus accounts, the AML Services performed by the Administrator are subject to a more limited scope, as contemplated under the interim final rule of the Department of the Treasury, 31 CFR 103, effective April 24, 2002 (the “Interim Final Rule”).

C-1

In the event that the Administrator detects suspicious activity or a “positive” hit as a result of the foregoing procedures, which necessitates the filing by the Administrator of a suspicious activity report, or other similar report or notice to FinCEN or to OFAC, then the Administrator shall also immediately notify the Trust’s AML Compliance Officer, unless prohibited by applicable law.

[END OF SCHEDULE C]

C-2

SCHEDULE D

TO THE AMENDED AND RESTATED

ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

BETWEEN

SEI INSTITUTIONAL INTERNATIONAL TRUST

AND

SEI INVESTMENTS FUND MANAGEMENT

DATED AS OF DECEMBER 10, 2003

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	%

D-1

EX-99.B(P)(5) 7 a04-11255_1ex99dbp5.htm EX-99.B(P)(5)

Exhibit 99.B(p)(5)

MORGAN STANLEY INVESTMENT MANAGEMENT
CODE OF ETHICS

Effective June 15, 2004

(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) make certain 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”), and the Morgan Stanley Code of Ethics and Business Practices, which can be found on the Law Portal of the Morgan Stanley Today intranet site. 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.

TABLE OF CONTENTS

I.	Policy Highlights

II.	General Principles
	A.				Shareholder and Client Interests Come First
	B.				Avoid Actual and Potential Conflicts of Interest

III.	Definitions
	A.			Access Persons
	B.			Covered Accounts.
	C.			Covered Securities
	D.			Investment Personnel

IV.	Grounds for Disqualification from Employment

V.	Personal Securities Transactions
	A.		Prohibited Conduct
	B.		Restrictions and Limitations on Personal Securities Transactions
	C.		Exempt Securities
	D.		Pre-Clearance Requirement
	E.		Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/Van Kampen Funds

VI.	Reporting Requirements
	A.	Report of Transactions
	B.	Form of Reporting
	C.	Responsibility to Report
	D.	Leave of Absence
	E.	Where to File Report
	F.	Responsibility to Review

VII.	Code of Ethics Review Committee

VIII.	Service as a Director and Outside Business Activities

IX.	Gifts

X.	Sanctions

XI.	Employee Certification

I. Policy Highlights

The Code is designed so 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. Compliance with the Code is a matter of understanding the basic requirements and making sure the steps the employee takes with respect to each personal securities transaction and his/her personal investment is in accordance with these requirements. This Section sets forth selected rules that frequently raise questions. These are by no means comprehensive and Employees must examine the specific sections of the Code for more details and are strongly urged to consult Compliance when questions arise:

• Shares of Morgan Stanley/Van Kampen open-end investment companies (“Affiliated Mutual Funds”), whether purchased, sold or exchanged in a brokerage account, directly through a transfer agent or in a 401(k) or other retirement plan, including the Morgan Stanley 401(k) plan, are exempt from pre-clearance requirements but are subject to holding and reporting requirements. Affiliated Mutual Funds may not be sold, redeemed or exchanged until at least 60 calendar days from the purchase trade date. Shares in the same Mutual Fund may not be repurchased until at least 60 calendar days from the sale trade date. Investment Personnel, defined herein, may not sell, redeem or exchange Affiliated Mutual Funds until at least 90 calendar days from the purchase trade date and are subject to the repurchase restrictions above;

• Purchases and sales of shares in money market funds, including Morgan Stanley/Van Kampen money market funds, continue to be exempt from preclearance, minimum holding period and reporting requirements of the Code;

• Employees must maintain brokerage accounts at Morgan Stanley unless an exception is granted. All accounts for the purchase of Affiliated Mutual Funds must be pre-approved by the Compliance Department before opening;

• All Personal Securities Transactions must be pre-cleared through Compliance, except as set forth herein;

• Employees may only transact in MWD stock during designated window periods and all transactions must be pre-cleared. The 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;

• Exchange Traded Funds (“ETFs”) and closed-end mutual funds must be pre-cleared and are subject to all other holding and reporting requirements;

• Employees are prohibited from acquiring any security in an initial public offering (IPO) or any other public underwriting;

• Private placements, participation on the Board of any company and any outside business activities must be pre-approved by the Code of Ethics Review Committee;

• Employees may not sell Covered Securities under any circumstances unless the they have been held for at least 30 days and they may not be sold at a profit until at least 60 calendar days from the purchase trade date;

• Employees may not repurchase any security sold by the Employee within the previous 30 days and may not repurchase such security within the previous 60 days if the purchase price is lower than any sale price within the 60-day period;

• Portfolio managers and research analysts and those who report to them, may 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;

• Employees are required to submit an Initial Holdings Report upon hire, Quarterly Transactions Reports and an Annual Report and Compliance Certification.

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 an 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 be conducted in a manner consistent with both the letter and spirit of the Code to avoid any such conflict of interest and to prevent abuse of an Employee’s position of trust and responsibility.

III. Definitions

A. “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 Investment Management and who meet the following criteria: (i) directors and officers of Morgan Stanley Distributors Inc., Morgan Stanley Distribution Inc., 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 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.

B. “Covered Accounts” shall include any account in which an Employee has, or acquires any direct or indirect beneficial ownership in a security held in the account. Generally, an employee is regarded as having beneficial ownership of securities held in an account in the name of: (1) the individual; (2) a husband, wife or minor child; (3) a relative sharing the same house; (4) another person if the Employee 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. In addition, as described in the Code, certain circumstances constitute Beneficial Ownership by an Employee of securities held by a trust.

C. “Covered Securities” shall include all securities, any option to purchase or sell, and any security convertible into or exchangeable for such securities. For example, Covered Securities also include, but are not limited to individual securities, open-end mutual funds, exchange traded funds, closed-end funds and unit investment trusts. Exemption from certain requirements of the Code may apply to designated Covered Securities, as set forth below. In addition, certain securities, such as money market funds, are exempt from the definition of “Covered Security” as explained in the Code.

D. “Investment Personnel” shall mean any Investment Management Employee who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities or anyone who, in connection with their job functions, has real-time knowledge of such recommendations. This includes, but is not limited to, portfolio managers, research analysts, and all persons reporting to portfolio managers and research analysts and personnel in the trading department, among others.

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, as listed in Schedule A 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:

• 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

• 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 (with the exception of those described in sub-section C. below) for a Covered Account (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 Personal Securities Transaction:

1. Covered Securities 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. Morgan Stanley/Van Kampen open-end Mutual Funds (excluding money market funds), whether purchased in a brokerage account, directly through a transfer agent or in a 401(k) or other retirement plan, may not be sold, redeemed or exchanged until at least 60 calendar days from the purchase trade date. They may not be repurchased until at least 60 calendar days from the sale trade date. Investment Personnel may not sell, redeem or exchange such mutual funds until at least 90 calendar days from the purchase trade date and are subject to the repurchase restrictions above;

In the event of financial hardship, exceptions to this section of the Code may be granted, but only with the prior written approval of a Compliance Officer and the Employee’s supervisor and if the transaction is consistent with each Fund prospectus.

3. No short sales are permitted.

4. 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.

5. No Employee may acquire any security in an initial public offering (IPO) or any other public underwriting. No Employee shall purchase shares of a Fund that is managed by a Covered Company if such Fund 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.

6a. 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 monitoring by the Local Compliance Group. Any Employee wishing to request approval for 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.

6b. Any Employee who has a personal position in an issuer through a private placement must affirmatively disclose that interest if such employee is involved in considering any subsequent investment decision by a Fund or Managed Account regarding any security of that issuer or its affiliate(s). 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 7.a. and 7.b. apply only to portfolio managers and research analysts (and all persons reporting to portfolio managers and research analysts) of Investment Management.

7a. 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.

7b. 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.

Restriction 7.c. applies only to personnel in the trading department of each Covered Company.

7c. 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.

7d. Any transaction by persons described in sub-sections 7.a., 7.b., and 7.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.

8. 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.

9. If a Personal Securities 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 pre-cleared each day until the transaction is effected). (1)

10. Employees shall not participate in investment clubs.

11. Employees may only transact in MWD stock during designated window periods. Also, such transactions must be pre-cleared with Compliance. Holdings and transactions in MWD stock 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(2). The 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. Employees receiving MWD stock or options through EICP and other plans may be subject to certain trading restrictions and exemptions. Employees should check Employment documents and consult with compliance to address any questions.

Important: Regardless of the limited applicability of Restrictions 7.a., 7.b., and 7.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

(1) In the case of trades in institutional markets where the market has already closed, transactions must be executed by the next close of trading in that market.

(2) In connection with the sale of MWD stock, periodic purchases through employee sponsored equity purchase plans shall not be counted when calculating the 30-day holding period restriction or the 60-day short swing profit restriction.

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. Exempt Securities

1. The securities listed below are exempt from: (i) the holding period and other restrictions of this Section V., sub-sections B.1., B.2., B. 7a-d. and B.8.; (ii) the pre-clearance requirements; and (iii) the initial, quarterly and annual reporting requirements. Accordingly, it is not necessary to obtain pre-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 Holdings Report and Annual Compliance Certification:

(a) Direct obligations of the United States Government(3);

(b) Bank Certificates of Deposit;

(d) Commercial Paper; and

(e) High Quality Short-Term Debt Instruments (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a Nationally Recognized Statistical Rating Organization).

(f) Shares held in money market funds, including Morgan Stanley/Van Kampen money market funds.

(g) Shares held in non-affiliated open-end Mutual Funds.

2. Transactions in redeemable Unit Investment Trusts are exempt from the restrictions contained in this Section V., sub-sections B.1. and B.7 and the pre-clearance requirement of Section V., sub-section A., but are subject to the reporting requirements of Section VI., sub-section A.

3. Shares of Morgan Stanley/Van Kampen open-end mutual funds are exempt from the pre-clearance requirement of Section V, sub-section A, but are subject to the account opening restrictions of Section V, sub-section E, initial, quarterly and annual reporting requirements of Section VI,

(3) 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. For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction; however such securities are subject to the initial and annual reporting requirements of sub-section D.

and the holding period restrictions contained in Section V, sub-section B. Exchange Traded Funds (“ETFs”) and closed-end funds must be pre-cleared and are subject to all other reporting requirements.

4. 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-cleared. Purchases under an issuer’s direct stock purchase plan or automatic dividend reinvestment plan are exempt from the restrictions contained in this Section V, sub-sections B.1., B.7a-d. and B.8. and the pre-clearance requirement but are subject to the reporting requirements.

5. Transactions in Morgan Stanley and Van Kampen mutual funds within the Morgan Stanley 401(k) Plan(4) are exempt from the pre-clearance requirement of Section V. sub-section A, but are subject to the initial, quarterly and annual reporting requirements of Section VI. and the holding period restrictions contained in Section V, sub-section B.

6. Employees may maintain fully discretionary managed accounts 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 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) This includes Morgan Stanley Retirement Plans that are equivalent to 401(k) Plans in jurisdictions outside the United States.

D. Pre-Clearance Requirement

1. Personal Securities Transactions

(a) From Whom Obtained

All Employees are required to obtain pre-clearance of Personal Securities Transactions in Covered Securities. Employees must complete the required Form, as described below, and submit it to the Compliance Department for approval.

A copy of the Personal Securities Transaction Approval Form, which may be revised from time to time, is attached as Exhibit B.

(b) Personal Securities Transaction Approval Process

Pre-clearance must be obtained by completing and signing the Personal Securities Transaction Approval Form 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 Covered Account, the Employee must indicate for which Covered Account the trade is intended on the Personal Securities Transaction Approval Form. Employees are required to have duplicate copies of their trade confirmations and Covered Account statements (which can be electronically transmitted) sent to the Local Compliance Group for each Covered Account the Employee has, or as a result of the transaction acquires, any direct or indirect beneficial ownership (as defined in sub-section E.3. below).

Employees are required to: (i) confirm 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) have 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 pre-clearance for a Personal Securities Transaction must obtain an additional signature from a designated Senior Portfolio Manager (prior to pre-clearance from the Local Compliance Group). Trading desk personnel at any Covered Company seeking pre-clearance for a Personal Securities Transaction must obtain an additional signature from their immediate supervisor prior to pre-clearance from the Local Compliance Group.

After all required signatures are obtained, the Personal Securities Transaction Approval Form must be filed with the Local Compliance Group. The Employee should retain a copy for his/her records.

Compliance will act on the request and notify the Employee whether the request has been approved or denied. If pre-clearance of a request is approved, it is effective only for a transaction completed prior to the close of business on the day of approval. Any transaction not completed will require a new approval.

Each Local Compliance Group has implemented procedures reasonably designed to monitor purchases and sales effected pursuant to these pre-clearance procedures.

2. Factors Considered in Pre-Clearance of Personal Securities Transactions

In reviewing any Personal Securities Transaction for pre-clearance, the following factors, among others, will generally be considered:

• Whether the amount or the nature of the transaction, or the Employee making it, is likely to affect the price or market of security that is held by a Fund or a Managed Account Client.

• 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.

• 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.

• Whether the transaction is non-volitional on the part of the Employee.

• Whether the transaction is conducted in a manner that is consistent with the Code to avoid any 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.

E. Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/Van Kampen Funds

1. Brokerage Accounts

All securities transactions must be made through a Morgan Stanley brokerage account(5). No other brokerage accounts, including mutual fund accounts with brokerage capabilities, are permitted unless special permission is obtained from the Local Compliance 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 within 30 days). 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 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 attached as Exhibit C is submitted to the Local Compliance Group for approval. Employees are responsible for reporting their Morgan Stanley account number to the Local Compliance Group.

2. Accounts Holding Affiliated Mutual Funds

The opening of an account for purchase of Affiliated Mutual Funds (other than participation in the Morgan Stanley 401(k) Plan) must be pre-approved by the Local Compliance Group. Duplicate confirmations of all transactions and statements must be sent to the Local Compliance Group. (See Exhibit C).

3. 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

(5) Morgan Stanley brokerage account shall mean an account with an affiliated Morgan Stanley broker in the Employee’s local jurisdiction.

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

(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 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.

4. Accounts Exempt from Pre-approval Requirement

Pre-approval 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 a Covered Account, Employees must consult with their Local Compliance Group.

VI. Reporting Requirements

A. Report of Transactions

Employees are subject to several reporting requirements including an Initial Listing of Securities Holdings and Accounts when an Employee commences employment with Investment Management, Quarterly Securities Transactions and New Accounts Reports and an Annual Listing of Securities Holdings Report and Certification of Compliance. It is the responsibility of Employees to submit their reports in a timely manner. Compliance will notify Employees of their Quarterly and Annual Reporting obligations under the Code.

1. Initial Listing of Securities Holdings and Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Report

When an Employee begins employment with Investment Management he or she must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to their Local Compliance Group disclosing: (i) all Covered Securities, including Affiliated Mutual Funds, and 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, bank or financial institution where the Employee maintains a personal account; and (iii) the date the report is submitted by the Employee.

2. Quarterly Securities Transactions and New Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Reports

Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts Reports must be submitted by Employees within 10 calendar days after the end of each calendar quarter. Any new brokerage account, any account opened for the purchase of Morgan Stanley/Van Kampen mutual funds, or any mutual fund account(s) with brokerage capabilities opened during the quarter without their Local Compliance Group’s prior approval must also be reported within 10 calendar days after the end of each calendar quarter. (See Exhibit E.)

(a) All Personal Securities Transactions in Covered Securities, and all securities transactions in Morgan Stanley/Van Kampen open-end mutual funds must be reported in the next quarterly transaction report after the transaction is effected. Please note exceptions to

this in sub-section (b) below. 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, bank or other financial institution 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, any account opened for the purchase of Morgan Stanley/Van Kampen mutual funds, or any mutual fund account with brokerage capabilities opened during the quarter without approval from the Local Compliance Group must be reported. The report must contain the following information:

(i) The name of the broker, dealer, bank or other financial institution with whom the account was established; and

(ii) The date the account was established.

(b) Exemption from Filing Quarterly Report - An Employee need not make a quarterly transaction report if he/she: (i) maintains only a Morgan Stanley brokerage account, Morgan Stanley/Van Kampen direct account for the purchase of mutual funds and/or Morgan Stanley 401(k) Plan and the report would duplicate information contained in the trade confirms, system generated reports or account statements received by the Local Compliance Group. In addition, the Employee must not have opened any new brokerage accounts or mutual fund accounts without obtaining approval from their Local Compliance Group during the quarter.

3. 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 and all Morgan Stanley/Van Kampen open-end mutual funds (excluding money market accounts), 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, bank or financial institution where the account(s) in which these Covered Securities were maintained, as of 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 a Morgan Stanley brokerage account(s),Morgan Stanley/Van Kampen open-end mutual funds, and/or Morgan Stanley 401(k) Plan for which 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.

B. Form of Reporting

The Initial Listing of Securities Holdings and Brokerage Accounts Report, Quarterly Securities Transactions and New Brokerage Accounts 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 and Mutual Fund Accounts Report, Quarterly Securities Transactions and New Brokerage and Mutual Fund Accounts 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.

C. Responsibility to Report

The responsibility for reporting is imposed on each Employee 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.

D. 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.

E. Where to File Report

All reports must be filed by Employees with their Local Compliance Group.

F. Responsibility to Review

Each Local Compliance Group will review all Initial Listing of Securities Holdings and Brokerage and Mutual Fund Accounts Reports, Quarterly Securities Transactions and New Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts 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.

VII. Code of Ethics Review Committee

A Code of Ethics Review Committee, consisting of the President/Chief Operating Officer, Chief Investment Officer, Chief Legal Officer, Chief Compliance 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.

VIII. Service as a Director and Outside Business Activities

A. Approval to Serve 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.

B. Approval to Engage in Outside Business Activities

No Employee may engage in any outside business activities without prior approval of the Code of Ethics Review Committee. If such approval is granted, it is the responsibility of the Employee to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of such activity.

C. Approval Process

A copy of a Form for approval to serve as a Director and to engage in Outside Business Activities is attached as Exhibit G. This form should be completed and submitted to Compliance for processing.

IX. 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. Client entertainment expenses generally are not considered gifts if: (i) Firm personnel are present; (ii) a Firm client is present; and (iii) the entertainment is not so regular or frequent that it creates the appearance of impropriety.

X. 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 Chief Compliance Officer together, are authorized to determine the choice of sanctions to be imposed in specific cases, including termination of employment.

XI. 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 XXXX XX, XXXX.

MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS

Dated: XXXX XX, XXXX

SCHEDULE A

MORGAN STANLEY INVESTMENT ADVISORS INC.

MORGAN STANLEY INVESTMENT MANAGEMENT INC.

MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED

MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY

MORGAN STANLEY ASSET & INVESTMENT TRUST MANAGEMENT CO., LIMITED

MORGAN STANLEY INVESTMENT MANAGEMENT PRIVATE LIMITED

MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP

MORGAN STANLEY AIP GP LP

MORGAN STANLEY HEDGE FUND PARTNERS GP LP

MORGAN STANLEY HEDGE FUND PARTNERS LP

MORGAN STANLEY SERVICES COMPANY INC.

MORGAN STANLEY DISTRIBUTORS INC.

MORGAN STANLEY DISTRIBUTION INC.

MORGAN STANLEY & CO. INCORPORATED

VAN KAMPEN ASSET MANAGEMENT

VAN KAMPEN ADVISORS INC.

VAN KAMPEN INVESTMENTS, INC.

VAN KAMPEN FUNDS INC.

VAN KAMPEN TRUST COMPANY

VAN KAMPEN INVESTOR SERVICES INC.

EX-99.B(P)(8) 8 a04-11255_1ex99dbp8.htm EX-99.B(P)(8)

Exhibit 99.B(p)(8)

ALLIANCE CAPITAL MANAGEMENT L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

“Trust is the foundation of an investment management company, an attribute that takes years to establish and just days to destroy. Promoting and sustaining a fiduciary culture is, therefore, a business imperative.”

- Lewis A. Sanders, Chief Executive Officer

October 2004

A Message from Lewis A. Sanders,
Chief Executive Officer of Alliance Capital

Trust is the foundation of an investment management company, an attribute that takes years to establish, constant vigilance to maintain, and just days to destroy. Honesty, integrity, and high ethical standards must be practiced on a daily basis in order to protect this most critical asset.

We have made great strides recently in enhancing our sensitivity to our fiduciary obligations, and in ensuring that we meet those obligations. The creation of new senior management committees (the Internal Compliance Controls Committee and the Code of Ethics Oversight Committee), the appointment of a new Conflicts Officer and the retention of a Company Ombudsman all are designed to provide Alliance employees with guidance, and to give employees multiple avenues in which to explore work-related issues or questions. Our business is about making and keeping long-term commitments.

Alliance has long been committed to maintaining and promoting high ethical standards and business practices. We have prepared this Code of Business Conduct and Ethics (the “Code”) in order to establish a common vision of our ethical standards and practices. The Code is intended to establish certain guiding principles for all of us and not to be an exhaustive guide to all the detailed rules and regulations governing the conduct of business in the various countries where we do business. Separately, we have prepared a series of fiduciary and business-related policies and procedures, which set forth detailed requirements to which all employees are subject. We also have prepared various Compliance Manuals, which provide in summary form, an overview of the concepts described in more detail in this Code and in our other policies and procedures.

You should take the time to familiarize yourself with the policies in this Code and use common sense in applying them to your daily work environment and circumstances. Your own personal integrity and good judgment are the best guides to ethical and responsible conduct. If you have questions, you should discuss them with your supervisor, the General Counsel, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources. If the normal channels for reporting are not appropriate, or if you feel uncomfortable utilizing them, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about Alliance business matters that may implicate issues of ethics or questionable practices.

Our continued success depends on each of us maintaining high ethical standards and business practices. I count on each of you to apply good ethics and sound judgment in your daily responsibilities in order to help ensure that success.

Lewis A. Sanders

ALLIANCE CAPITAL MANAGEMENT L.P
CODE OF BUSINESS CONDUCT AND ETHICS

1.	Introduction
2.	The Alliance Fiduciary Culture
3.	Compliance with Laws, Rules and Regulations
4.	Conflicts of Interest / Unlawful Actions
5.	Insider Trading
6.	Personal Trading: Summary Restrictions
7.	Outside Directorships and Other Outside Activities and Interests
	(a)	Board Member or Trustee
	(b)	Other Affiliations
	(c)	Outside Financial or Business Interests
8.	Gifts, Entertainment and Inducements
9.	Dealings with Government Personnel
10.	Political Contributions by or on behalf of Alliance Capital
11.	“Ethical Wall” Policy
12.	Corporate Opportunities and Resources
13.	Antitrust and Fair Dealing
14.	Recordkeeping and Retention
15.	Improper Influence on Conduct of Audits
16.	Accuracy of Disclosure
17.	Confidentiality
18.	Protection and Proper Use of Alliance Assets
19.	Compliance Practices/Policies of Group Subsidiaries
20.	Exceptions from the Code
21.	Regulatory Inquiries and Litigation
	(a)	Requests for Information
	(b)	Types of Inquiries
	(c)	Responding to Information Requests
	(d)	Use of Outside Counsel
	(e)	Regulatory Investigation
	(f)	Litigation

22.	Compliance and Reporting of Misconduct / “Whistleblower” Protection
23.	Company Ombudsman
24.	Sanctions
25.	Annual Certifications
	Annual Certification Form

APPENDIX A PERSONAL TRADING POLICIES AND PROCEDURES

1.	Overview
	(a)	Introduction
	(b)	Definitions
2.	Requirements and Restrictions – All Employees
	(a)	General Standards
	(b)	Disclosure of Personal Accounts
	(c)	Designated Brokerage Accounts
	(d)	Pre-Clearance Requirement
	(e)	Limitation on the Number of Trades
	(f)	Short-Term Trading
	(g)	Short Sales
	(h)	Trading in Alliance Units and Closed-End Mutual Funds
	(i)	Securities Being Considered for Purchase or Sale
	(j)	Restricted List
	(k)	Dissemination of Research Information
	(l)	Initial Public Offerings
	(m)	Limited Offerings
3.	Additional Restrictions – Portfolio Managers for Specific Client Accounts
	(a)	Blackout Periods
	(b)	Actions During Blackout Periods
	(c)	Transactions Contrary to Client Positions
4.	Additional Restrictions – Centralized Portfolio Management Groups
	(a)	Value SPMs and Investment Policy Groups
	(b)	Bernstein Value SBU

5.	Additional Restrictions – Research Analysts
	(a)	Blackout Periods
	(b)	Actions During Blackout Periods
	(c)	Actions Contrary to Ratings
6.	Reporting Requirements
	(a)	Duplicate Confirmations and Account Statements
	(b)	Initial Holdings Reports by Employees
	(c)	Quarterly Reports by Employees
	(d)	Annual Holdings Reports by Employees
	(e)	Report and Certification to the Board of Directors of Fund Clients
	(f)	Report Representations
	(g)	Maintenance of Reports
7.	Reporting Requirements for Directors who are not Employees
	(a)	Affiliated Directors
	(b)	Outside Directors
	(c)	Reporting Exceptions

iii

1. Introduction

This Code of Business Conduct and Ethics (the “Code”) summarizes the values, principles and business practices that guide our business conduct. The Code establishes a set of basic principles to guide all Alliance employees (including Alliance directors where applicable) regarding the minimum requirements which we are expected to meet. The Code applies to all of our offices worldwide. It is not, however, intended to provide an exhaustive list of all the detailed internal policies and procedures, regulations and legal requirements that may apply to you as an Alliance employee and/or a representative of one of our regulated subsidiaries.

All individuals subject to the provisions of this Code must conduct themselves in a manner consistent with the requirements and procedures set forth herein. Adherence to the Code is a fundamental condition of service with us, any of our subsidiaries or joint venture entities, or our general partner (the “Alliance Group”).

Alliance Capital Management L.P. (“Alliance,” “we” or “us”) is a registered investment adviser and acts as investment manager or adviser to registered investment companies, institutional investment clients, employee benefit trusts, high net worth individuals and other types of investment advisory clients. In this capacity, we serve as fiduciaries. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity.

Personnel acting in a fiduciary capacity must carry out their duties for the exclusive benefit of our clients. Consistent with this fiduciary duty, the interests of clients take priority over the personal investment objectives and other personal interests of Alliance personnel. Accordingly:

• Employees must work to mitigate or eliminate any conflict, or appearance of conflict, between the self-interest of any individual covered under the Code and his or her responsibility to our clients, or to Alliance and its unitholders.

• Employees must never improperly use their position with Alliance for personal gain to themselves, their family or any other person.

The Code is intended to comply with Rule 17j-1 under the (U.S.) Investment Company Act of 1940 (the “1940 Act”) which applies to us because we serve as an investment adviser to registered investment companies. Rule 17j-1 specifically requires us to adopt a code of ethics that contains provisions reasonably necessary to prevent our “access persons” (as defined herein) from engaging in fraudulent conduct, including insider trading. In addition, the Code is intended to comply with the provisions of the (U.S.) Investment Advisers Act of 1940 (the “Advisers Act”), including Rule 204A-1, which requires registered investment advisers to adopt and enforce codes of ethics applicable to their supervised persons. Finally, the Code is intended to comply with Section 303A.10 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which applies to us because the units of Alliance Capital Management Holding L.P. (“Alliance Holding”) are traded on the NYSE.

Additionally, certain entities within the Alliance Group, such as Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited, have adopted supplemental codes of ethics to address specific regulatory requirements applicable to them. All employees are obligated to determine if any of these codes are applicable to them, and abide by such codes as appropriate.

2. The Alliance Fiduciary Culture

The primary objective of Alliance’s business is to provide value, through investment advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

Alliance requires that all dealings with, and on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, Alliance is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the 1940 Act, the Advisers Act and ERISA, the Employee Retirement Income Security Act, all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities. Alliance and its employees must comply fully with these rules and regulations. Legal and Compliance Department personnel are available to assist employees in meeting these requirements.

All employees are expected to adhere to the high standards associated with our fiduciary duty, including care and loyalty to clients, competency, diligence and thoroughness, and trust and accountability. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of Alliance or its employees and not the clients’ best interests.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as your personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the Sections that follow.

3. Compliance with Laws, Rules and Regulations

Alliance Capital has a long-standing commitment to conduct its business in compliance with applicable laws and regulations and in accordance with the highest ethical principles. This commitment helps ensure our reputation for honesty, quality and integrity. All individuals subject to the Code are required to comply with all such laws and regulations. All U.S. employees, as well as non-U.S. employees who act on behalf of U.S. clients or funds, are required to comply with the U.S. federal securities laws. These laws include, but are not limited to, the 1940 Act, the Advisers Act, ERISA, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to our activities, and any rules adopted thereunder by the Securities and Exchange Commission (“SEC”) or the Department of the Treasury. As mentioned above, as a listed company, we are also subject to specific rules promulgated by the NYSE. Similarly, our non-US affiliates are subject to additional laws and regulatory mandates in their respective jurisdictions, which must be fully complied with.

4. Conflicts of Interest / Unlawful Actions

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of Alliance’s clients or to the interests of Alliance or its unitholders.

A conflict situation can arise when an Alliance employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise, for example, when an Alliance employee, or a member of his or her family,(1) receives improper personal benefits (including personal loans, services, or payment for services that the Alliance employee performs in the course of Alliance business) as a result of his or her position at Alliance, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when an Alliance employee, or a member of his or her family, holds a significant financial interest in a company that does an important amount of business with Alliance or has outside business interests that may result in divided loyalties or compromise independent judgment. Moreover, conflicts may arise when making securities investments for personal accounts or when determining how to allocate trading opportunities. Additional conflicts of interest are highlighted in the Alliance Policy and Procedures for Giving and Receiving Gifts and Entertainment, a copy of which can be found on the Legal and Compliance Department intranet site.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for personal trading or other conduct that violates your fiduciary duties to our clients. Alliance employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the General Counsel, the Conflicts Officer, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources.

In addition to the specific prohibitions contained in the Code, you are, of course, subject to a general requirement not to engage in any act or practice that would defraud our clients. This general prohibition (which also applies specifically in connection with the purchase and sale of a Security held or to be acquired or sold, as this phrase is defined in the Appendix) includes:

• Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

• Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression;

• Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients;

(1) For purposes of this section of the Code, unless otherwise specifically provided, (i) “family” means your spouse/domestic partner, parents, children, siblings, in-laws by marriage (i.e., mother, father, son and/or daughter-in-law) and anyone who shares your home; and (ii) “relative” means your immediate family members and your first cousins.

• Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients;

• Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients;

• Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

• Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

• Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

5. Insider Trading

There are instances where Alliance employees may have confidential “inside” information about Alliance or its affiliates, or about a company with which we do business, or about a company in which we may invest on behalf of clients, that is not known to the investing public. Alliance employees must maintain the confidentiality of such information. If a reasonable investor would consider this information important in reaching an investment decision, the Alliance employee with this information must not buy or sell securities of any of the companies in question or give this information to another person who trades in such securities. This rule is very important, and Alliance has adopted the following three specific policies that address it: Policy and Procedures Concerning Purchases and Sales of Alliance Units, Policy and Procedures Concerning Purchases and Sales of Alliance Closed-End Mutual Funds, and Policy and Procedures Regarding Insider Trading (collectively, the “Alliance Insider Trading Policies”). A copy of the Alliance Insider Trading Policies may be found on the Legal and Compliance Department intranet site. All Alliance employees are required to be familiar with these policies(2) and to abide by them.

6. Personal Trading: Summary Restrictions

Alliance recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and Alliance have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. As a general matter, Alliance discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

(2) The subject of insider trading will be covered in various Compliance training programs and materials.

Alliance senior management believes it is important for employees to align their own personal interests with the interests of our clients. Consequently, employees are encouraged to invest in the mutual fund products and services offered by Alliance, where available and appropriate.

The policies and procedures for personal trading are set forth in full detail in the Alliance Personal Trading Policies and Procedures, included in the Code as Appendix A. The following is a summary of the major restrictions that apply to personal trading by employees, their immediate family members and other financial dependents:

• Employees must disclose all of their securities and mutual fund accounts to the Legal and Compliance Department;

• Employees may maintain securities accounts only at specified designated broker-dealers;

• Employees must pre-clear all securities trades, including non-affiliated mutual funds (but not money market funds), in writing with the Legal and Compliance Department prior to placing trades with their broker-dealer (prior supervisory approval is required for portfolio managers, research analysts, traders, persons with access to Alliance research, and others designated by the Legal and Compliance Department);

• Employees may only make five trades in individual securities during any rolling thirty calendar-day period;

• Employee purchases of individual securities are subject to a one-year holding period (ninety days for mutual funds). No holding period applies to money market funds;

• Employees may not participate in initial public offerings ;

• Employees must get written approval, and make certain representations, in order to participate in limited or private offerings;

• Employees must submit initial and annual holding reports, disclosing all securities (including mutual funds, other than money market funds) held in personal accounts;

• Employees must submit quarterly reports identifying all securities and mutual fund transactions (other than money market funds) in personal accounts that were not otherwise included in broker trade confirmations or account statements already provided to the Legal and Compliance Department;

• The Legal and Compliance Department has the authority to prevent:

a. Any personal trade by an employee if the security is being considered for purchase or sale in a client account, there are open orders for the security on a trading desk, or the security appears on any Alliance restricted list;

b. Any short sale by an employee for a personal account if the security is being held long in Alliance-managed portfolios; and

c. Any personal trade by a portfolio manager or research analyst in a security that is subject to a blackout period as a result of client portfolio trading or recommendations to clients.

• Separate requirements and restrictions apply to directors who are not employees of Alliance, as explained in further detail in the Alliance Personal Trading Policies and Procedures, Exhibit A of this document.

This summary should not be considered a substitute for reading, understanding and complying with the detailed restrictions and requirements that appear in the Alliance Personal Trading Policies and Procedures, included as Appendix A to the Code.

7. Outside Directorships and Other Outside Activities and Interests

Although activities outside of Alliance are not necessarily a conflict of interest, a conflict may exist depending upon your position within Alliance and Alliance’s relationship with the particular activity in question. Outside activities may also create a potential conflict of interest if they cause an Alliance employee to choose between that interest and the interests of Alliance or any client of Alliance. Alliance recognizes that the guidelines in this Section are not applicable to directors of Alliance who do not also serve in management positions within Alliance (“Outside Directors”).

(a) Board Member or Trustee

i. No Alliance employee shall serve on any board of directors or trustees or in any other management capacity of any unaffiliated public company.

ii. No Alliance employee shall serve on any board of directors or trustees or in any other management capacity of any private company without prior written approval (other than not-for-profit organizations) from the employee’s supervisor.(3) After obtaining supervisory approval, the employee must obtain written authorization from Alliance’s Chief Compliance Officer who will provide final approval. This approval is also subject to review by, and may require the approval of, Alliance’s Chief Executive Officer. The decision as to whether to grant such authorization will be based on a determination that such service would not be inconsistent with the interests of any client, as well as an analysis of the time commitment and potential personal liabilities and responsibilities associated with the outside directorship. Any Alliance employee who serves as a director or trustee of any private company must resign that position prior to the company becoming a publicly traded company.

iii. This approval requirement applies regardless of whether an Alliance employee plans to serve as a director of an outside business organization (1) in a personal capacity or (2) as a representative of Alliance or of an entity within the Alliance Group holding a corporate board seat on the outside organization (e.g., where Alliance or its clients may have a significant but non-controlling equity interest in the outside company).

iv. New employees with pre-existing relationships are required to resign from the boards of public companies and seek and obtain the required approvals to continue to serve on the boards of private companies.

(3) No approval is required to serve as a trustee/board member of not-for-profit organizations such as religious organizations, foundations, educational institutions, co-ops, private clubs etc., provided that the organization has not issued, and does not have future plans to issue, publicly held securities, including debt obligations. Indeed, Alliance recognizes that its employees often engage in community service in their local communities and engage in a variety of charitable activities, and it commends such service. However, it is the duty of every Alliance employee to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are not otherwise inconsistent with employment by Alliance. Such positions also must be reported to the firm pursuant to other periodic requests for information (e.g., the Alliance 10-K questionnaire).

(b) Other Affiliations

Because of the demanding nature of our business, Alliance discourages employees from committing to secondary employment. Before an Alliance employee accepts a second job, that employee must:

• Immediately inform his or her current manager of the secondary employment;

• Ensure that Alliance’s business takes priority over secondary employment;

• Ensure that no conflict of interest exists between Alliance’s business and the secondary employment; and

• Require no special accommodation for late arrivals, early departures, or other special requests associated with the secondary employment.

For employees employed by any of Alliance’s registered broker-dealer subsidiaries, written approval of the Chief Compliance Officer for the subsidiary is also required. (4) New employees with pre-existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals.

(c) Outside Financial or Business Interests

Alliance employees should be cautious with respect to personal investments that may lead to conflicts of interest or raise the appearance of a conflict. Conflicts of interest in this context may arise in cases where an Alliance employee, a member of his or her family, or a close personal acquaintance, holds a substantial interest in a company that has significant dealings with Alliance or any of its subsidiaries either on a recurring or “one-off” basis. For example, holding a substantial interest in a family-controlled or other privately-held company that does business with, or competes against, Alliance or any of its subsidiaries may give rise to a conflict of interest or the appearance of a conflict. In contrast, holding shares in a widely-held public company that does business with Alliance from time to time may not raise the same types of concerns. Prior to making any such personal investments, Alliance employees must pre-clear the transaction, in accordance with the Personal Trading Policies and Procedures, attached as Exhibit A of this Code, and should consult as appropriate with their supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of the Legal and Compliance Department.

Alliance employees should also be cautious with respect to outside business interests that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment. If a conflict of interest situation arises, you should report it to your supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer and/or other representative of Alliance’s Human Resources or Legal and Compliance Department. Business transactions that benefit relatives or close personal friends, such as awarding a service contract to them or a company in which they have a controlling or other significant interest, may also create a conflict of interest or the appearance of a conflict. Alliance employees must consult their supervisor and/or the Conflicts Officer, General Counsel, Chief Compliance Officer or

(4) In the case of Alliance subsidiaries that are holding companies for consolidated subgroups, unless otherwise specified by the holding company’s Chief Executive Officer, this approval may be granted by the Chief Executive Officer or Chief Financial Officer of each subsidiary or business unit with such a consolidated subgroup.

other representative of Alliance’s Human Resources or Legal and Compliance Department before entering into any such transaction. New employees that have outside financial or business interests (as described herein) should report them as required and bring them to the attention of their supervisor immediately.

8. Gifts, Entertainment and Inducements

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. However, under certain circumstances, gifts, entertainment, favors, benefits, and/or job offers may be attempts to “purchase” favorable treatment. Accepting or offering such inducements could raise doubts about an Alliance employee’s ability to make independent business judgments in Alliance’s best interests. For example, a problem would arise if(i) the receipt by an Alliance employee of a gift, entertainment or other inducement would compromise, or could be reasonably viewed as compromising, that individual’s ability to make objective and fair business decisions on behalf of Alliance or its clients, or (ii) the offering by an Alliance employee of a gift, entertainment or other inducement appears to be an attempt to obtain business through improper means or to gain any special advantage in our business relationships through improper means.

These situations can arise in many different circumstances (including with current or prospective suppliers and clients) and Alliance employees should keep in mind that certain types of inducements may constitute illegal bribes, pay-offs or kickbacks. In particular, the rules of various securities regulators place specific constraints on the activities of persons involved in the sales and marketing of securities. Alliance has adopted the Policy and Procedures for Giving and Receiving Gifts and Entertainment to address these matters. Alliance Employees should familiarize themselves with this policy, a copy of which can be found on the Legal and Compliance Department intranet site.

Each Alliance employee must use good judgment to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts, entertainment or other type of inducements are appropriate, please contact your supervisor or a representative of Alliance’s Legal and Compliance Department and/or the Conflicts Officer, as appropriate. If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about Alliance business matters that may implicate issue s of ethics or questionable practices. Please see Section 23 for additional information on the Company Ombudsman.

9. Dealings with Government Personnel

Alliance employees should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, business meals, entertainment and other things of nominal value), may be entirely unacceptable and even illegal when they relate to government employees or others who act on a government’s behalf. Therefore, you must be aware of and adhere to the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where you conduct business.

No Alliance employee may give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any inappropriate connection with Alliance’s business relationship. Such actions are prohibited by law in many jurisdictions. It is the

responsibility of all Alliance employees to adhere to the laws and regulations applicable in the jurisdictions where they do business.

We expect all Alliance employees to refuse to make questionable payments. Any proposed payment or gift to a government official must be reviewed in advance by a representative of the Legal and Compliance Department, even if such payment is common in the country of payment. Alliance employees should be aware that they do not actually have to make the payment to violate Alliance’s policy and the law — merely offering, promising or authorizing it will be considered a violation of this Code.

10. Political Contributions by or on behalf of Alliance Capital

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, Alliance does not make direct contributions to any candidates for national or local offices where applicable laws make such contributions illegal. In these cases, contributions to political campaigns must not be, nor appear to be, made with or reimbursed by Alliance assets or resources. Alliance assets and resources include (but are not limited to) Alliance facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines. Please see the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to political contributions suggested by clients.

Alliance employees who hold or seek to hold political office must do so on their own time, whether through vacation, after work hours or on weekends. Additionally, the employee must notify the General Counsel or Chief Compliance Officer prior to running for political office to ensure that there are no conflicts of interest with Alliance business.

Election laws in many jurisdictions allow corporations to establish and maintain political action or similar committees, which may lawfully make campaign contributions. Alliance or companies affiliated with Alliance may establish such committees or other mechanisms through which Alliance employees may make political contributions, if permitted under the laws of the jurisdictions in which they operate. Any questions about this policy should be directed to the General Counsel or Chief Compliance Officer.

Alliance employees may make personal political contributions as they see fit in accordance with all applicable laws and the guidelines in the Policy and Procedures for Giving and Receiving Gifts and Entertainment. Certain employees involved with the offering or distribution of municipal fund securities (e.g., a “529 Plan”) or acting as a director for certain subsidiaries, must also adhere to the restrictions and reporting requirements of the Municipal Securities Rulemaking Board.

11. “Ethical Wall” Policy

Alliance has established the Policy and Procedures to Control the Flow and Use of Material Non-Public Information (“Ethical Wall Policy”), a copy of which can be found on the Legal and Compliance Department intranet site. This policy was established to prevent the flow of material non-public information about a listed company or its securities from Alliance employees who receive such information in the course of their employment to those Alliance employees performing investment management activities. If “Ethical Walls” are in place, Alliance’s

investment management activities may continue despite the knowledge of material non-public information by other Alliance employees involved in different parts of Alliance’s business. “Investment management activities” involve making, participating in, or obtaining information regarding purchases or sales of securities of public companies or making, or obtaining information about, recommendations with respect to purchases or sales of such securities. Given Alliance’s extensive investment management activities, it is very important for Alliance employees to familiarize themselves with Alliance’s Ethical Wall Policy and abide by it.

12. Corporate Opportunities and Resources

Alliance employees owe a duty to Alliance to advance the firm’s legitimate interests when the opportunity to do so arises and to use corporate resources exclusively for that purpose. Corporate opportunities and resources must not be taken or used for personal gain. Alliance Employees are prohibited from:

• Taking for themselves personally opportunities that are discovered through the use of company property, information or their position;

• Using company property, information, resources or their company position for personal gain; and

• Competing with Alliance directly or indirectly.

Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, and its Appendix B, the Code of Conduct Regarding the Purchase of Products and Services on Behalf of Alliance and its Clients, which can be found on the Legal and Compliance Department intranet site.

13. Antitrust and Fair Dealing

Alliance believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We seek to excel while operating honestly and ethically, never through taking unfair advantage of others. Each Alliance employee should endeavor to deal fairly with Alliance’s customers, suppliers, competitors and other Alliance employees. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. We are all required to comply with these laws and regulations. Alliance employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, Alliance employees are urged to seek advice from the General Counsel, Chief Compliance Officer or Corporate Secretary if questions arise. Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to some of these issues.

14. Recordkeeping and Retention

Properly maintaining and retaining company records is of the utmost importance. Alliance employees are responsible for ensuring that Alliance’s business records are properly maintained and retained in accordance with applicable laws and regulations in the jurisdictions where it operates. Alliance Employees should familiarize themselves with these laws and regulations. Please see the Record Retention Policy on the Legal and Compliance intranet site for more information.

15. Improper Influence on Conduct of Audits

Alliance employees, and persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of Alliance’s financial statements. The following is a non-exhaustive list of actions that might constitute improper influence:

• Offering or paying bribes or other financial incentives to an auditor, including offering future employment or contracts for audit or non-audit services;

• Knowingly providing an auditor with inaccurate or misleading legal or financial analysis;

• Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the company’s accounting; or

• Seeking to have a partner or other team member removed from the audit engagement because such person objects to the company’s accounting.

16. Accuracy of Disclosure

Securities and other laws impose public disclosure requirements on Alliance and require it to regularly file reports, financial information and make other submissions to various regulators and stock market authorities around the globe. Such reports and submissions must comply with all applicable legal requirements and may not contain misstatements or omit material facts.

Alliance employees who are directly or indirectly involved in preparing such reports and submissions, or who regularly communicate with the press, investors and analysts concerning Alliance, must ensure within the scope of the employee’s job activities that such reports, submissions and communications are (i) full, fair, timely, accurate and understandable, and (ii) meet applicable legal requirements. This applies to all public disclosures, oral statements, visual presentations, press conferences and media calls concerning Alliance, its financial performance and similar matters. In addition, members of Alliance’s Board, executive officers and Alliance employees who regularly communicate with analysts or actual or potential investors in Alliance securities are subject to the Alliance Company Information Disclosure Policy, which is intended to ensure compliance with the U.S. SEC’s Regulation FD. A copy of the policy can be found on the Legal and Compliance Department intranet site.

17. Confidentiality

Alliance employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by Alliance or its clients and vendors and must not disclose such information to any persons except when disclosure is authorized by Alliance or mandated by

regulation or law. However, disclosure may be made to (1) other Alliance employees who have a bona-fide “need to know” in connection with their duties, (2) persons outside Alliance (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from Alliance or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements, or (3) regulators pursuant to an appropriate written request (see Section 21).

Confidential information includes all non-public information that might be of use to competitors, or harmful to Alliance or our clients and vendors, if disclosed. The identity of certain clients may be confidential, as well. Intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us are also viewed as confidential information. Please note that the obligation to preserve confidential information continues even after employment with Alliance ends.

To safeguard confidential information, Alliance employees should observe at least the following procedures:

• Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to confidential information;

• Papers relating to non-public matters should be appropriately safeguarded;

• Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained;

• Document control procedures, such as numbering counterparts and recording their distribution, should be used where appropriate;

• If an Alliance employee is out of the office in connection with a material non-public transaction, staff members should use caution in disclosing the Alliance employee’s location;

• Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places; and

• E-mail messages and attachments containing material non-public information should be treated with similar discretion (including encryption, if appropriate) and recipients should be made aware of the need to exercise similar discretion.

18. Protection and Proper Use of Alliance Assets

Alliance employees have a responsibility for safeguarding and making proper and efficient use of Alliance’s property. Every Alliance employee also has an obligation to protect Alliance’s property from loss, fraud, damage, misuse, theft, embezzlement or destruction. Acts of fraud, theft, loss, misuse, carelessness and waste of assets may have a direct impact on Alliance’s profitability. Any situations or incidents that could lead to the theft, loss, fraudulent or other misuse or waste of Alliance property should be reported to your supervisor or a representative of Alliance’s Human Resources or Legal and Compliance Department as soon as they come to an employee’s attention. Should an employee feel uncomfortable utilizing the normal channels, issues may be brought to the

attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about Alliance business matters that may implicate issues of ethics or questionable practices. Please see Section 23 for additional information on the Company Ombudsman.

19. Compliance Practices/Policies of Group Subsidiaries

Alliance is considered for most purposes to be a subsidiary of AXA, a French holding company doing business in more than more than 50 countries around the world, each of which has its own unique business, legal and regulatory environment. Various AXA Group companies, such as Alliance, have adopted their own compliance policies adapted to their specific businesses and to the specific legal, regulatory and ethical environments in the country or countries where they do business, which the AXA Group encourages for all its companies as a matter of “best practices.” The AXA Group has adopted a Compliance Guide, and AXA Financial has put forth a Policy Statement on Ethics, both of which are included on the Legal and Compliance Department intranet site. Alliance employees are subject to these AXA policy statements and should therefore be familiar with their requirements.

Importantly, all AXA Group employees are able to submit anonymously, any concerns they may have regarding accounting, internal control or auditing matters, including fraud, directly to the Chairman of AXA’s Audit Committee. The Chairman of AXA’s Audit Committee has a dedicated fax (+331 4500 3016) to receive these concerns from Group employees. See also Sections 22 and 23 for Alliance’s “whistleblower” protection and related reporting mechanisms.

20. Exceptions from the Code

In addition to the exceptions contained within the specific provisions of the Code, the General Counsel, Chief Compliance Officer (or his or her designee) may, in very limited circumstances, grant other exceptions under any Section of this Code on a case-by-case basis, under the following procedures:

(a) Written Statement and Supporting Documentation

The individual seeking the exception furnishes to the Chief Compliance Officer:

(1) A written statement detailing the efforts made to comply with the requirement from which the individual seeks an exception;

(2) A written statement containing a representation and warranty that (i) compliance with the requirement would impose a severe undue hardship on the individual and (ii) the exception would not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or Alliance’s fiduciary duty to any client; and

(3) Any supporting documentation that the Chief Compliance Officer may require.

(b) Compliance Interview

The Chief Compliance Officer (or designee) will conduct an interview with the individual or take such other steps deemed appropriate in order to determine that granting the exception will not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or Alliance’s fiduciary duty to any client; and will maintain all

written statements and supporting documentation, as well as documentation of the basis for granting the exception.

PLEASE NOTE: To the extent required by law or NYSE, any waiver or amendment of this Code for Alliance’s executive officers (including Alliance’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer) or directors shall be made at the discretion of the Board of Alliance Capital Management Corporation and promptly disclosed to the unitholders of Alliance Holding pursuant to Section 303A.10 of the NYSE Exchange Listed Company Manual.

21. Regulatory Inquiries, Investigations and Litigation

(a) Requests for Information

Governmental agencies and regulatory organizations may from time to time conduct surveys or make inquiries that request information about Alliance, its customers or others that generally would be considered confidential or proprietary.

All regulatory inquiries concerning Alliance are to be handled by the Chief Compliance Officer or General Counsel. Employees receiving such inquiries should refer such matters immediately to the Legal and Compliance Department.

(b) Types of Inquiries

Regulatory inquiries may be received by mail, e-mail, telephone or personal visit. In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that responses to such requests are the responsibility of Alliance’s Legal and Compliance Department. Therefore, the visitor should be asked to wait briefly while a call is made to the Chief Compliance Officer or General Counsel for guidance on how to proceed. In the case of a telephone inquiry, the caller should be referred to the Chief Compliance Officer or General Counsel or informed that his/her call will be promptly returned. Letter or e-mail inquiries should be forwarded promptly to the Chief Compliance Officer or General Counsel, who will provide an appropriate response.

(c) Responding to Information Requests

Under no circumstances should any documents or material be released without prior approval of the Chief Compliance Officer or General Counsel. Likewise, no employee should have substantive discussions with any regulatory personnel without prior consultation with either of these individuals. Note that this policy is standard industry practice and should not evoke adverse reaction from any experienced regulatory personnel. Even if an objection to such delay is made, the policy is fully within the law and no exceptions should be made.

(d) Use of Outside Counsel

It is the responsibility of the Chief Compliance Officer or General Counsel to inform Alliance’s outside counsel in those instances deemed appropriate and necessary.

(e) Regulatory Investigation

Any employee that is notified that they are the subject of a regulatory investigation, whether in connection with his or her activities at Alliance or at a previous employer, must immediately notify the Chief Compliance Officer or General Counsel.

(f) Litigation

Any receipt of service or other notification of a pending or threatened action against the firm should be brought to the immediate attention of the General Counsel or Chief Compliance Officer. These individuals also should be informed of any instance in which an employee is sued in a matter involving his/her activities on behalf of Alliance. Notice also should be given to either of these individuals upon receipt of a subpoena for information from Alliance relating to any matter in litigation or receipt of a garnishment lien or judgment against the firm or any of its clients or employees. The General Counsel or Chief Compliance Officer will determine the appropriate response.

22. Compliance and Reporting of Misconduct / “Whistleblower” Protection

No Code can address all specific situations. Accordingly, each Alliance employee is responsible for applying the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. Whenever uncertainty arises, an Alliance employee should seek guidance from an appropriate supervisor or a representative of Human Resources or the Legal and Compliance Department before proceeding.

All Alliance employees should promptly report any practices or actions the employee believes to be inappropriate or inconsistent with any provisions of this Code. In addition all employees must promptly report any actual violations of the Code to the General Counsel, Chief Compliance Officer or a designee. Any person reporting a violation in good faith will be protected against reprisals.

If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about Alliance business matters that may implicate issue s of ethics or questionable practices. Please see Section 23 for additional information on the Company Ombudsman. Alliance employees may also utilize the AXA Group’s anonymous reporting mechanism as detailed in Section 19.

23. Company Ombudsman

Alliance’s Company Ombudsman provides a neutral, confidential, informal, independent, and safe communications channel where any Alliance Capital employee can obtain assistance in surfacing and resolving work-related issues. The primary purpose of the Ombudsman is to help Alliance Capital:

• Safeguard its reputation and financial, human and other company assets;

• Maintain an ethical and fiduciary culture;

• Demonstrate and achieve its commitment to “doing the right thing;” and

• Comply with relevant provisions of the Sarbanes-Oxley Act of 2002, the U.S. Sentencing Guidelines, as well as Alliance’s 2003 SEC Order, New York Stock Exchange Rule 303A.10 and other laws, regulations and policies.

The Ombudsman seeks to provide early warnings and to identify changes that will prevent malfeasance and workplace issues from becoming significant or recurring. The Ombudsman has a reporting relationship to the Alliance CEO, the Audit Committee of the Board of Directors of Alliance Capital Management Corporation and independent directors of Alliance Capital’s U.S. mutual fund boards.

Any type of work-related issue may be brought to the Ombudsman, including potential or actual financial malfeasance, security matters, inappropriate business practices, compliance issues, unethical behavior, violations of law, health and safety issues, and employee relations issues. The Ombudsman supplements, but does not replace existing formal channels such as Human Resources, Legal and Compliance, Internal Audit, Security and line management.

24. Sanctions

Upon learning of a violation of this Code, any member of the Alliance Group, with the advice of the General Counsel, Chief Compliance Officer and/or the Alliance Code of Ethics Oversight Committee, may impose such sanctions as such member deems appropriate, including, among other things, restitution, censure, suspension or termination of service. Persons subject to this Code who fail to comply with it may also be violating the U.S. federal securities laws or other federal, state or local laws within their particular jurisdictions.

25. Annual Certifications

Each person subject to this Code must certify at least annually to the Chief Compliance Officer that he or she has read and understands the Code, recognizes that he or she is subject hereto and has complied with its provisions and disclosed or reported all personal securities transactions and other items required to be disclosed or reported under the Code. The Chief Compliance Officer may require interim certifications for significant changes to the Code.

ALLIANCE CAPITAL MANAGEMENT L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

CERTIFICATION

I hereby acknowledge receipt of the Code of Business Conduct and Ethics (the “Code”) of Alliance Capital Management L.P., its subsidiaries and joint ventures, which includes the Alliance Personal Trading Policies and Procedures attached as Appendix A to the Code. I certify that I have read and understand the Code and recognize that I am subject to its provisions.

I have reviewed my own situation and conduct in light of the Code. I confirm that I am in compliance with the Code, including the requirements regarding the manner in which I maintain and report my Securities holdings and transactions in my Personal Accounts (as such terms are defined in Appendix A of the Code) and conduct my personal securities trading activities.

I understand that any violation(s) of the Code is grounds for immediate disciplinary action up to, and including, termination of employment.

	Signature


	Print Name


	Date

Please return this form to the Chief Compliance Officer at:
1345 Avenue of the Americas, 16th Floor
New York, N.Y. 10105

APPENDIX A

ALLIANCE CAPITAL MANAGEMENT L.P.

PERSONAL TRADING POLICIES AND PROCEDURES

1. Overview

(a) Introduction

Alliance recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and Alliance have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. Employees should be aware that their ability to liquidate positions may be severely restricted under these policies, including during times of market volatility. Therefore, as a general matter, Alliance discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

(b) Definitions

The following definitions apply for purposes of this Appendix A of the Code, however additional definitions are contained in the text itself. (1)

1. “Alliance” means Alliance Capital Management L.P., its subsidiaries and its joint venture entities.

2. “Beneficial Ownership” is interpreted in the same manner as in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), Rule 16a-1 and the other rules and regulations thereunder and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a Security. For example, an individual has an indirect pecuniary interest in any Security owned by the individual’s spouse. Beneficial Ownership also includes, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, having or sharing “voting

(1) Due to the importance that Alliance places on promoting responsible personal trading, we have applied the definition of “access person,” as used in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and related requirements to all Alliance employees and officers. We have drafted special provisions for directors of Alliance who are not also employees of Alliance.

A-1

power” or “investment power,” as those terms are used in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

3. “Client” means any person or entity, including an investment company, for which Alliance serves as investment manager or adviser.

4. “Chief Compliance Officer” refers to Alliance’s Chief Compliance Officer.

5. “Code of Ethics Oversight Committee” refers to the committee of Alliance’s senior officers that is responsible for monitoring compliance with the Code.

6. “Conflicts Officer” refers to Alliance’s Conflicts Officer, who reports to the Chief Compliance Officer.

7. “Control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.

8. “Director” means any person who serves in the capacity of a director of Alliance Capital Management Corporation. “Affiliated Director” means any Director who is not an Employee (as defined below) but who is an employee of an entity affiliated with Alliance. “Outside Director” means any Director who is neither an Employee (as defined below) nor an employee of an entity affiliated with Alliance.

9. “Employee” refers to any person who is an employee or officer of Alliance, including part-time employees and consultants (acting in the capacity of a portfolio manager, trader or research analyst) under the Control of Alliance.

10. “Initial Public Offering” means an offering of Securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, as well as similar offerings of Securities issued outside the United States.

11. “Investment Personnel” refers to:

a. Any Employee who acts in the capacity of a portfolio manager, research analyst or trader or any other capacity (such as an assistant to one of the foregoing) and in connection with his or her regular duties makes or participates in making, or is in a position to be aware of, recommendations regarding the purchase or sale of securities by a Client;

b. Any Employee who receives the Alliance Global Equity Review or has access to the Alliance Express Research database, or Research Wire;

c. Any Employees participating in (including passively listening to) “morning calls” for any of the managed account disciplines or broker-dealer subsidiaries;

d. Any other Employee designated as such by the Legal and Compliance Department; or

A-2

e. Any natural person who Controls Alliance and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by the Client.

12. “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or pursuant to Rules 504, 505 or 506 under the 1933 Act, as well as similarly exempted offerings of Securities issued outside the United States. Investments in hedge funds are typically sold in a limited offering setting.

13. “Ombudsman” means the Company Ombudsman of Alliance, or any of his/her staff members.

14. “Personal Account” refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which Securities may be traded or custodied, and in which an Employee has any Beneficial Ownership, and any such account maintained by or for a financial dependent of an Employee. For example, this definition includes Personal Accounts of:

a. An Employee’s spouse/domestic partner, including a legally separated or divorced spouse who is a financial dependent;

b. Financial dependents of an Employee, including both those residing with the Employee and those not residing with the Employee, such as financially dependent children away at college; and

c. Any person or entity for which the Employee acts as a fiduciary (e.g., acting as a Trustee) or who has given investment discretion to the Employee, other than accounts over which the employee has discretion as a result of his or her responsibilities at Alliance.

Personal Accounts include any account meeting the above definition even if the Employee has given discretion over the account to someone else.

15. “Purchase or Sale of a Security” includes, among other transactions, the writing or purchase of an option to sell a Security and any short sale of a Security.

16. “Security” has the meaning set forth in Section 2(a)(36) of the Investment Company Act and includes any derivative thereof, commodities, options or forward contracts, except that it shall not include:

a. Securities issued by the government of the United States;

b. Short-term debt securities that are government securities within the meaning of Section 2(a)(16) of the Investment Company Act; and

A-3

c. Bankers’ acceptances, bank certificates of deposit, commercial paper, and such other money market instruments as may be designated from time to time by the Chief Compliance Officer.

NOTE: Shares of all mutual funds, including exchange-traded funds and money market funds, are “Securities” for purposes of this policy. However, the pre-clearance and reporting requirements, as well as the short-term trading and number of trade limitations do not apply to money market fund shares.

17. A Security is “Being Considered for Purchase or Sale” when:

a. An Alliance Growth research analyst issues research information (including as part of the daily morning call) regarding initial coverage of, or changing a rating with respect to, a Security;

b. A portfolio manager has indicated (e.g., during the daily Growth morning call or identified as a Value priority purchase/sale, or otherwise) his or her intention to purchase or sell a Security;

c. An open order(2) in the Security exists on any buy-side trading desk;

This is not an exhaustive list. At the discretion of the Legal and Compliance Department, a Security may be deemed “Being Considered for Purchase or Sale” even if none of the above events have occurred, particularly if a portfolio manager is contemplating the purchase or sale of that Security, as evidenced by e-mails or the manager’s preparation of, or request for, research.

18. “Security held or to be acquired or sold” means:

a. Any Security which, within the most recent 15 days (i) is or has been held by a Client in an Alliance-managed account or (ii) is being or has been considered by Alliance for purchase or sale for the Client; and

b. Any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

19. “Subsidiary” refers to entities with respect to which Alliance, directly or indirectly, through the ownership of voting securities, by contract or otherwise has the power to direct or cause the direction of management or policies of such entity.

(2) Defined as any client order on a Growth trading desk which has not been completely executed, as well as any “significant” open Value client orders, or Value “priority” purchases or sales, as those terms are defined by the applicable Value SBU CIO.

A-4

2. Requirements and Restrictions – All Employees

The following are the details of the standards which must be observed:

(a) General Standards

Employees have an obligation to conduct their personal investing activities and related Securities transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of Alliance and its clients. Employees must carefully consider the nature of their Alliance responsibilities - and the type of information that he or she might be deemed to possess in light of any particular securities transaction - before engaging in any investment-related activity or transaction.

i. Material Nonpublic Information: Employees in possession of material nonpublic information about or affecting Securities, or their issuer, are prohibited from buying or selling such Securities, or advising any other person to buy or sell such Securities. Similarly, they may not disclose such information to anyone without the permission of the General Counsel or Chief Compliance Officer. Please see the Alliance Insider Trading Policies, which can be found on the Legal and Compliance Department intranet site.

ii. Market-Timing: Purchases and exchanges of shares of mutual funds should be made for investment purposes only. Accordingly, Employees are prohibited from engaging in short-term trading (“market-timing”) in mutual funds (other than money market fund shares), which for purposes of the Code is defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any ninety (90) day period. Employees also are prohibited from engaging in any other transactions in a mutual fund that are in violation of the fund’s prospectus, whether or not that fund is managed by Alliance, an affiliate of Alliance or an outside adviser.(3)

iii. Personal Responsibility: It is the responsibility of each Employee to ensure that all Securities transactions in Personal Accounts are made in strict compliance with the restrictions and procedures in the Code and this Appendix A, and otherwise comply with all applicable legal and regulatory requirements.

iv. Affiliated Directors and Outside Directors: The personal trading restrictions of Appendix A of the Code do not apply to any Affiliated Director or Outside Director, provided that at the time of the transaction, he or she has no actual knowledge that the Security involved is “Being Considered for Purchase or Sale.” Affiliated Directors and Outside Directors, however, are subject to reporting requirements as described in Section 7 below.

(3) These restrictions shall not apply to investments in mutual funds through non-discretionary asset allocation programs; automatic reinvestment programs; automatic investments through 401(k) and similar retirement accounts; and any other non-volitional investment vehicles. These restrictions also do not apply to transactions in money market funds and other short duration funds used as checking accounts or for similar cash management purposes.

A-5

(b) Disclosure of Personal Accounts

All Employees must disclose their Personal Accounts to the Compliance Department (and take all necessary actions to close any accounts held with non-designated brokers, see next section). It is each Employee’s responsibility to ensure/verify that the Compliance Department is appropriately notified of all accounts and informed as to whether the accounts are established to provide the Compliance Department with electronic and/or paper brokerage transaction confirmations and account statements. Do not assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly.

(c) Designated Brokerage Accounts

Personal Accounts of an Employee that are maintained as brokerage accounts must be held only at the following approved designated broker-dealers (each a “Designated Broker”): (4)

• Charles Schwab;

• Credit Suisse First Boston (the DLJ group);

• Harrisdirect;

• Merrill Lynch; and/or

• Sanford C. Bernstein & Co., LLC

Under limited circumstances, the Compliance Department may grant exceptions to this policy and approve the use of other broker-dealers or custodians (such as in the case of proprietary products that can only be held at specific firms). In addition, the Chief Compliance Officer may in the future modify this list.

All Securities in which an Employee has any Beneficial Ownership must be held in Personal Accounts and maintained in accordance with the Designated Broker requirements described above (except that shares of mutual funds may be held directly with a fund’s transfer agent). Additionally, Employees may effect Securities transactions only in Personal Accounts (or directly through a mutual fund’s transfer agent). In limited circumstances, the Chief Compliance Officer, or his designee, may grant an exception to these requirements (see Section 20 of the Code). This requirement applies to all types of Securities and personal Securities transactions including, for example, Securities issued in a Limited Offering or other direct investments.

(d) Pre-Clearance Requirement

i. Subject to the exceptions specified below, an Employee may not purchase or sell, directly or indirectly, any Security (including mutual fund shares, but excluding

(4) Exceptions may apply in certain non-U.S. locations. Please consult with your local compliance officer.

A-6

money market funds)(5) in which the Employee has (or after such transaction would have) any Beneficial Ownership unless the Employee obtains the prior approval from the Compliance Department and, in the case of Investment Personnel, the head of the business unit (or a designated manager) in which the Employee works.(6)Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the appropriate Pre-Clearance Form. These requests will document (a) the details of the proposed transaction and (b) representations as to compliance with the personal trading restrictions of this Code.

Pre-Clearance requests will be acted on by the Legal and Compliance Department only between the hours of 10:00 a.m. and 3:30 p.m. (New York time). The Legal and Compliance Department will review the request to determine if the proposed transaction complies with the Code, whether that security is restricted for Alliance personnel, and if appropriate, contact the appropriate supervisor (or a person designated by the supervisor) to determine whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Department will communicate to the requesting Employee its approval or denial of the proposed transaction, either in writing or orally. In the U.S., any approval given under this paragraph will remain in effect only until the end of the trading day on which the approval was granted. For employees in offices outside the U.S., such approval will remain in effect for the following business day as well. Good-until-cancel limit orders are not permitted without daily requests for pre-clearance approval. Employees must wait for approval before placing the order with their broker.

The Legal and Compliance Department will maintain an electronic log of all pre-clearance requests and indicate the approval or denial of the request in the log.

PLEASE NOTE: When a Security is Being Considered for Purchase or Sale for a Client (see Section 2(i) below) or is being purchased or sold for a Client following the approval on the same day of a personal trading request form for the same Security, the Legal and Compliance Department is authorized to cancel the personal order if (a) it has not been executed and the order exceeds a market value of $50,000 or (b) the Legal and Compliance Department determines, after consulting with the trading desk and the appropriate business unit head (if available), that the order, based on market conditions, liquidity and other relevant factors, could have an adverse impact on a Client or on a Client’s ability to purchase or sell the Security or other Securities of the issuer involved.

(5) Open-end mutual fund purchases not directed by the Employee (e.g., by spouses or domestic partners) are not subject to the pre-clearance requirements. See other exceptions below.

(6) For purposes of the pre-clearance requirement, all employees in the Value SBU are considered Investment Personnel, and are therefore required to have all of their trades pre-approved by the head of their respective departments (or a designee).

A-7

ii. Exceptions: The pre-clearance requirements do not apply to(7):

a. Non-Volitional Transactions, including:

• Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

• Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

• Investment vehicles in which the specific funds are not identified. For example, certain “529” and 401(k) plans only permit the investor to choose among generically named collective vehicles (e.g., “aggressive growth option”) without naming the specific underlying fund(s) in which it is invested. If, however, the employee is able to direct the assets to a specific mutual fund, the transaction should be pre-cleared.

• Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans. Additional purchases and sales that are not automatic, however, are subject to the pre-clearance requirement.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions. Although excluded from pre-clearance, these transactions must be reported in accordance with Section 6 below.

b. Money Market Funds

Employees are not required to pre-clear transactions in money market funds or other short duration funds used as checking accounts or for similar cash management purposes.

c. Exercise of Pro Rata Issued Rights

(7) Additional Securities may be exempted from the pre-clearance requirement if, in the opinion of the Chief Compliance Officer, no conflict of interest could arise from personal trades in such Security.

A-8

the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

(e) Limitation on the Number of Trades

No more than an aggregate of five (5) transactions in individual Securities may occur in an Employee’s Personal Accounts during any rolling thirty-day period. However, if the transaction in a Personal Account is directed by a non-Employee spouse or domestic partner and/or other non-Employee covered under the Code (and not by the Employee), the number of permitted Securities transactions is limited to twenty (20) transactions in any rolling thirty-day period. Mutual fund transactions do not count toward either of these limitations.

(f) Short-Term Trading

i. Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. Alliance discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that Alliance owes to its Clients will not be tolerated. Employees are subject to a mandatory buy and hold of all individual Securities held in a Personal Account for twelve months .(8) A last-in-first out accounting methodology will be applied to a series of Securities purchases for determining compliance with this holding rule.

ii. Exceptions to the short-term trading rules (i.e., the one-year hold):

a. Mutual Funds : Purchases of mutual funds, whether such funds are managed by Alliance or an outside adviser/investment company, whether open- or closed-end, are subject to a 90-day holding period. Exchange-Traded Funds (“ETFs”) are covered under this 90-day provision. No holding period applies to money market funds (nor do they require pre-clearance or reporting).

b. For Securities transactions in Personal Accounts of spouses and domestic partners and other non-Employees (e.g., financially dependent children) which are not directed by the Employee are subject to a mandatory buy and hold (or sale and buyback) of 60-calendar days. However, after 30 calendar days, such a transaction will be permitted for these Personal Accounts if necessary to minimize a loss.

(8) Relating to the buyback of a previously sold Security, an employee must wait 60 days if the new purchase price is lower than the previous sale, and 30 days if the new purchase price exceeds the previous sale price.

A-9

Any trade made in violation of this section of the Code shall be unwound, or, if that is not practicable, all profits from the short-term trading may be disgorged as directed by the Chief Compliance Officer.

(g) Short Sales

The Legal and Compliance Department will prohibit an Employee from engaging in any short sale of a Security in a Personal Account if, at the time of the transaction, any Client has a long position in such Security in an Alliance-managed portfolio (except that an Employee may engage in short sales against the box and covered call writing provided that these personal Securities transactions do not violate the prohibition against short-term trading).

(h) Trading in Alliance Units and Closed-End Mutual Funds

During certain times of the year, Employees may be prohibited from conducting transactions in the equity units of Alliance. Additional restricted periods may be required for certain individuals and events, and the Legal and Compliance Department will announce when such additional restricted periods are in effect. Special pre-clearance procedures are in place relating to Alliance units - please call the Legal and Compliance Department and see the Statement of Policy and Procedures Concerning Purchases and Sales of Alliance Units. In addition, special pre-clearance procedures are in place for the purchase and sale of shares in the closed-end mutual funds managed by Alliance. Please refer to the Statement of Policy and Procedures Concerning Purchases and Sales of Alliance Closed-End Mutual Funds.

(i) Securities Being Considered for Purchase or Sale

i. The Legal and Compliance Department will, subject to the exceptions below, prohibit an Employee from purchasing or selling a Security (or a derivative product), or engaging in any short sale of a Security, in a Personal Account if, at the time of the transaction, the Security is Being Considered for Purchase or Sale for a Client or is being purchased or sold for a Client. Please see the definition of a Security “Being Considered for Purchase or Sale” (Section 1(b)(17) of this Appendix) for a non-exhaustive list of examples which illustrate this prohibition.

ii. Exceptions: This prohibition does not apply to:

a. Non-Volitional Transactions, including:

• Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

A-10

b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

c. De Minimis Transactions — Fixed Income Securities

Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client:

• Fixed income securities transaction involving no more than 100 units or having a principal amount not exceeding $25,000; or

• Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization (“NRSRO”) in one of the three highest investment grade rating categories.

d. De Minimis Transactions — Equity Securities

Any equity Security transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

• Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

A-11

$5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

• The Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

(j) Restricted List

A Security may not be purchased or sold in a Personal Account if, at the time of the transaction, the Security appears on the Alliance Daily Restricted List and is restricted for Employee transactions. The Daily Restricted List is made available each business day to all Employees via the Alliance intranet home page at: http://www.acml.com.

(k) Dissemination of Research Information

i. An Employee may not buy or sell any Security for a Personal Account that is the subject of “significantly new” or “significantly changed” research during the period commencing with the approval of the research and continuing for twenty-four hours subsequent to the first publication or release of the research. An Employee also may not buy or sell any Security on the basis of research that Alliance has not yet made public or released. The terms “significantly new” and “significantly changed” include:

a. The initiation of coverage by an Alliance Growth or Sanford C. Bernstein & Co., LLC research analyst;

b. Any change in a research rating or position by an Alliance Growth or Sanford C. Bernstein & Co., LLC research analyst;

c. Any other rating, view, opinion, or advice from an Alliance Growth research analyst, the issuance (or re-issuance) of which in the opinion of such research analyst, or his or her director of research, would be reasonably likely to have a material effect on the price of the security.

ii. Exceptions: This prohibition does not apply to:

a. Non-Volitional Transactions, including:

• Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

A-12

b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

c. De Minimis Transactions — Fixed Income Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC. Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the Security is the subject of significantly new or significantly changed research:

• Fixed income securities transaction involving no more than 100 units or having a principal amount not exceeding $25,000; or

d. De Minimis Transactions — Equity Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC. Any equity Securities transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

• Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

A-13

• The aggregate value of the transactions do not exceed (1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

• The Employee has no actual knowledge that the Security is the subject of significantly new or significantly changed research.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

(l) Initial Public Offerings

No Employee shall acquire for a Personal Account any Security issued in an Initial Public Offering.

(m) Limited Offerings

No Employee shall acquire any Security issued in any Limited or Private Offering (hedge funds are sold as limited or private offerings) unless the Chief Compliance Officer and the Employee’s Business Unit Head give express prior written approval and document the basis for granting approval after due inquiry. The Chief Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to the individual by virtue of his or her position with Alliance. Employees authorized to acquire Securities issued in a Limited or Private Offering must disclose that investment when they play a part in any Client’s subsequent consideration of an investment in the issuer, and in such a case, the decision of Alliance to purchase Securities of that issuer for a Client will be subject to an independent review by Investment Personnel with no personal interest in such issuer.(9) Additional restrictions or disclosures may be required if there is a business relationship between the Employee or Alliance and the issuer of the offering.

3. Additional Restrictions – Portfolio Managers for Specific Client Accounts

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a portfolio manager of a Client account. For purposes of the restrictions in this section, a portfolio manager is defined as an Employee who has specific decision-making authority

(9) Any Employee who acquires (or any new Employee with a pre-existing position in) an interest in any private investment fund (including a “hedge fund”) or any other Security that cannot be purchased and held in an account at a Designated Broker shall be exempt from the Designated Broker requirement as described in this Appendix A of the Code. The Legal and Compliance Department may require an explanation as to why such Security can not be purchased and held in such manner. Transactions in these Securities nevertheless remain subject to all other requirements of this Code, including applicable private placement procedures, pre-clearance requirements and blackout-period trading restrictions.

A-14

regarding trades to be entered for specific Client accounts, as well as such Employee’s supervisor. Individuals who are members of a centralized portfolio management group (i.e., the Bernstein Value SBU) should refer to Section 4 of this Appendix for applicable restrictions.

(a) Blackout Periods

No person acting in the capacity of a portfolio manager will be permitted to buy or sell a Security for a Personal Account within seven calendar days before and after any Client serviced in that manager’s product group (e.g., Large Cap Growth) trades in the same Security. If a portfolio manager engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(b) Actions During Blackout Periods

No person acting in the capacity of a portfolio manager shall delay or accelerate a Client trade due to a previous purchase or sale of a Security for a Personal Account. In the event that a portfolio manager determines that it is in the best interest of a Client to buy or sell a Security for the account of the Client within seven days of the purchase or sale of the same Security in a Personal Account, the portfolio manager must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

(c) Transactions Contrary to Client Positions

No person acting in the capacity of a portfolio manager shall purchase or sell a Security in a Personal Account contrary to investment decisions made on behalf of a Client, unless the portfolio manager represents and warrants in the personal trading request form that (1) it is appropriate for the Client account to buy, sell or continue to hold that Security and (2) the decision to purchase or sell the Security for the Personal Account arises from the need to raise or invest cash or some other valid reason specified by the portfolio manager and approved by the Chief Compliance Officer and is not otherwise based on the portfolio manager’s view of how the Security is likely to perform.

4. Additional Restrictions – Bernstein Value Portfolio Management Groups

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons in the firm’s Bernstein centralized portfolio management groups.

(a) Senior Portfolio Managers and Members of the Value Investment Policy Groups

Senior Portfolio Managers (SPMs) and members of the Value Investment Policy Groups (IPGs) are restricted from transacting in any Security included in the top 2 quintiles of the Value Research Universe.

A-15

(b) All Other Members of the Bernstein Value SBU

Members of the Bernstein Value SBU are deemed to have actual knowledge of the unit’s Securities Being Considered for Purchase or Sale. As a consequence, the de minimis exceptions in Section 2(i) of this Appendix relating to “significant” Value Client orders or “priority” purchases or sales (as those terms are defined by the applicable Value CIO) are not available to individuals in the Bernstein Value SBU.

5. Additional Restrictions – Research Analysts

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a research analyst, other than Bernstein Value buy-side analysts. Please note that rules of the National Association of Securities Dealers and the New York Stock Exchange impose additional limitations on the personal trading of the research analysts of Sanford C. Bernstein & Co., LLC. Such research analysts should refer to the relevant policy documents that detail those additional restrictions.

(a) Blackout Periods

No person acting as a research analyst shall buy or sell a Security for a Personal Account within seven calendar days before and after making a change in a rating or other published view with respect to that Security. If a research analyst engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(b) Actions During Blackout Periods

No person acting as a research analyst shall delay or accelerate a rating or other published view with respect to any Security because of a previous purchase or sale of a Security in such person’s Personal Account. In the event that a research analyst determines that it is appropriate to make a change in a rating or other published view within seven days of the purchase or sale of the same Security in a Personal Account, the research analyst must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

(c) Actions Contrary to Ratings

No person acting as a research analyst shall purchase or sell a Security (to the extent such Security is included in the research analyst’s research universe) contrary to an outstanding rating or a pending ratings change or traded by a research portfolio, unless (1) the research analyst represents and warrants in the personal trading request form that (as applicable) there is no reason to change the outstanding rating and (2) the research analyst’s personal trade arises from the need to raise or invest cash, or some other valid reason specified by the research analyst and approved by the Chief Compliance Officer and is not otherwise based on the research analyst’s view of how the security is likely to perform.

A-16

6. Reporting Requirements

(a) Duplicate Confirmations and Account Statements

All Employees must direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of broker trade confirmations of, and account statements concerning, all Securities transactions in any Personal Account.(10)

The Compliance Department will review such documents for Personal Accounts to ensure that Alliance’s policies and procedures are being complied with, and make additional inquiries as necessary. Access to duplicate confirmations and account statements will be restricted to those persons who are assigned to perform review functions, and all such materials will be kept confidential except as otherwise required by law.

(b) Initial Holdings Reports by Employees

An Employee must, within 10 days of commencement of employment with Alliance, provide a signed and dated Initial Holdings Report to the Chief Compliance Officer. The report must contain the following information current as of a date not more than 45 days prior to the date of the report:

i. All Securities (including mutual fund shares and private investments, but not money market funds) held in a Personal Account of the Employee or held directly with the transfer agent of a mutual fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned);

ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee; and

iii. Details of any outside business affiliations.

Employees must then take all necessary actions to bring their accounts into compliance with the designated broker guidelines detailed in Section 2(c) of this Appendix.

(c) Quarterly Reports by Employees – Mutual Funds and Limited Offerings

Following each calendar quarter, the Legal and Compliance Department will forward to each Employee, an individualized form containing all Securities transactions in the Employee’s Personal Accounts during the quarter based on information reported to Alliance by the Employee’s brokers.

Within thirty (30) days following the end of each calendar quarter, every Employee must review the form and return it to the Chief Compliance Officer, disclosing all transactions

(10) Each Employee must verify with his or her Designated Broker(s) that the Employee’s account(s) is properly “coded” for Alliance to receive electronic data feeds.

A-17

in shares of mutual funds (11)and Limited Offerings and any other Securities that are not otherwise already identified and described on the form (generally this will include those shares of mutual funds held directly with a mutual fund’s transfer agent and Securities issued in Limited Offerings which are not sent directly to the Compliance Department). For each such Security, the report must contain the following information: (1) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved; (2) the nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition); (3) the price of the Security at which the transaction was effected; (4) the name of the broker or other financial institution through which the transaction was effected; and (5) the date the Employee submits the report.

In addition, any new Personal Account established during the calendar quarter must be reported, including (1) the name of the broker or other financial institution with which the account was established and (2) the date the account was established.

(d) Annual Holdings Reports by Employees

On an annual basis, by a date to be specified by the Compliance Department (typically February 15^th), each Employee must provide to the Chief Compliance Officer, a signed and dated Annual Holdings Report containing data current as of a date not more than forty five (45) days prior to the date of the report. The report must disclose:

i. All Securities (including mutual fund shares, but not money market funds), held in a Personal Account of the Employee, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee. In the event that Alliance already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Employee’s broker-dealer, an Employee may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

(e) Report and Certification of Adequacy to the Board of Directors of Fund Clients

On an annual basis, the Chief Compliance Officer shall prepare a written report to the management and the board of directors of each registered investment fund (other than a unit investment trust) in which Alliance acts as investment adviser setting forth the following:

(11) Employees are not required to report transactions in money market funds or other short duration funds used as checking accounts or for similar cash management purposes.

A-18

i. A certification on behalf of Alliance that Alliance has adopted procedures reasonably necessary to prevent Employees and Directors from violating the Code;

ii. A summary of existing procedures concerning personal investing and any changes in procedures made during the past year; and

iii. A description of any issues arising under the Code or procedures since the last report to the Board including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

Alliance shall also submit any material changes to this Code to each Fund’s Board at the next regular board meeting during the quarter following the change.

(f) Report Representations

Any Initial or Annual Holdings Report or Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

(g) Maintenance of Reports

The Chief Compliance Officer shall maintain the information required by this Section and such other records, if any, and for such time periods required by Rule 17j-1 under the Investment Company Act and Rules 204-2 and 204A-1 under the Advisers Act. All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection and review by the General Counsel, the Chief Compliance Officer and his or her designees, the Code of Ethics Oversight Committee (or sub-Committee thereof), the Securities and Exchange Commission and by other third parties pursuant to applicable laws and regulations.

7. Reporting Requirements for Directors who are not Employees

All Affiliated Directors (i.e., not Employees of Alliance, but employees of an Alliance affiliate) and Outside Directors (i.e., neither Employees of Alliance, nor of an Alliance affiliate) are subject to the specific reporting requirements of this Section 7 as described below. Directors who are Employees, however, are subject to the full range of personal trading requirements, restrictions and reporting obligations outlined in Sections 1 through 6 of this Appendix A of the Code, as applicable. In addition, all Directors are expected to adhere to the fiduciary duties and high ethical standards described in the Code. The designation of a Director as an Affiliated Director or Outside Director will be communicated to each such Director by the Chief Compliance Officer.

(a) Affiliated Directors

i. Initial Holdings Report

Upon becoming a Director, an Affiliated Director must submit a signed and dated Initial Holdings Report within ten (10) days of becoming Director. The Initial

A-19

Holdings Report must contain the following information current as of a date not more than 45 days prior to the date of the report:

a. All Securities (including mutual fund shares, but not money market funds) held in a Personal Account of the Affiliated Director or held directly with the transfer agent of a mutual fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned);

b. The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee; and

c. Details of any outside business affiliations.

ii. Annual Holdings Report

Once each year, by a dated to be specified by the Legal and Compliance Department (typically February 15th), each Affiliated Director must provide to the Chief Compliance Officer a signed and dated report containing the following information as of a date not more than 45 days prior to the date of the report:

a. All Securities (including mutual fund shares, but not money market funds), held in a Personal Account of the Affiliated Director, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

b. The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee.

PLEASE NOTE: In the event that Alliance already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Affiliated Director’s broker-dealer(s), the Affiliated Director may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

iii. Quarterly Transaction Reports

Within thirty (30) days following the end of each calendar quarter (see exceptions in section (c)), each Affiliated Director must provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

b. The nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition);

A-20

c. The price of the Security at which the transaction was effected; and

d. The name of the broker or other financial institution through which the transaction was effected.

(b) Outside Directors

i. In general, pursuant to various regulatory rule exceptions and interpretations, no reporting is required of Outside Directors. However, if an Outside Director knew, or in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Outside Director’s transaction in a Security for a Personal Account, a Client bought or sold the Security, or the Client or Alliance considered buying or selling the Security, the following reporting would be required.

Quarterly Transaction Report.

In the event that a quarterly transaction report is required pursuant to the scenario in the preceding paragraph, subject to the exceptions in part (c) of this Section 7 below, each outside director must within thirty (30) days following the end of each calendar quarter, provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

b. The nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition);

c. The price of the Security at which the transaction was effected; and

d. The name of the broker or other financial institution through which the transaction was effected.

(c) Reporting Exceptions

i. Duplicate Broker Confirmations and Account Statements

An Affiliated Director or Outside Director is not required to submit any report for any Securities transaction in a Personal Account provided that the transaction and required information are otherwise reported on duplicate copies of broker trade confirmations and account statements provided to the Chief Compliance Officer.

ii. Accounts with No Influence or Control

An Affiliated Director or Outside Director is not required to submit any report for a Securities transaction in a Personal Account provided that the Affiliated Director or Outside Director has no direct or indirect influence or control over the account. In addition, an Affiliated Director and Outside Director may include a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

A-21

EX-99.B(P)(13) 9 a04-11255_1ex99dbp13.htm EX-99.B(P)(13)

Exhibit 99.B (p) (13)

Updated 9-27-04

FISHER INVESTMENTS, INC.

Code of Ethics

and

Policy Regarding

Personal Securities Transactions

Introduction

As a firm, FISHER INVESTMENTS, INC. (“FI”) is committed to providing the highest quality of service to all of our customers. We also have a responsibility to our customers, the public, and our profession to deliver our services in a professional manner, resisting pressures to compromise our values and standards. All FI employees must comply with all relevant federal and state laws, regulations and requirements affecting registered investment advisers.

This Code of Ethics is designed to satisfy the legal requirements and ethical principles applicable to FI in its role as adviser to The Purisima Funds as well as to its other advisory clients. It is important that all shareholders, officers, directors and employees of FI to whom this Code of Ethics applies and all trustees of The Purisima Funds observe the ethical standards set forth in the Code of Ethics.

This Code of Ethics is not intended to cover all possible areas of potential liability under the 1940 Act or under the federal securities laws in general. For example, various provisions of Section 17 of the 1940 Act prohibit certain transactions between a registered investment company and affiliated persons, including the knowing sale or purchase of property to or from a registered investment company on a principal basis, and joint transactions (e.g., combining to achieve a substantial position in a security, concerted market activity, or commingling of funds) between an investment company and an affiliated person.

All employees should be sensitive to all areas of potential conflict, even if not addressed specifically in this Code of Ethics.

Each member, officer and employee of the Funds’ distributor, Purisima Securities, LLC, is required to comply with the Code of Ethics of Purisima Securities, LLC.

Confidentiality and privacy are the cornerstones of our relationship with our clients. Our clients entrust us with information about their financial affairs, and this information must be treated with the highest degree of confidentiality. It is essential for all employees to safeguard against the intentional or inadvertent disclosure of this proprietary and confidential information.

Definitions

As used in this Code of Ethics, the following terms shall have the meanings indicated:

• “Access Employees” are, collectively, “Global Access Employees” and “Limited Access Employees.”

• “Global Access Employees” include (1) officers, directors and certain shareholders of The Purisima Funds adviser (FISHER INVESTMENTS, INC.) as well as (2) employees of FI who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of securities held by The Purisima Funds (each, a “Fund”) or whose functions relate to the making of any recommendations with respect to such purchases and sales (3) certain members of the Fund’s Board of Trustees, (4) employees of FI whose functions relate to the making of any recommendations with respect to the purchases and sales of securities in portfolios of FI clients or obtain information in advance of the trades regarding the purchase or sale recommendations being made by FI prior to the effective dissemination of such recommendations or of the information concerning such recommendations: (i) any person in a control relationship to Fisher; (ii) any affiliated person of such controlling person, and (iii) any affiliated person of such affiliated person.

• “Limited Access Employees” include (1) any FI employee who does not make any recommendations with respect to the purchases and sales of securities in portfolios of FI clients or obtain information in advance of the trades regarding the purchase or sale of securities and (2) any FI employee who in connection with his or her duties obtains or may gain access to information concerning FI clients’ current portfolio holdings only.

• “Non-Advisory Employees” include any FI employee who is neither a “Global Access Employee” nor a “Limited Access Employee.”

• “Control Account” means any securities account, whether or not with a broker or dealer, over which an Access Employee has any control or influence with respect to security transaction decisions or in which the Access Employee has any beneficial interest (i.e., derives any benefit). Such accounts include those securities accounts of (i) any Access Employee, (ii) his or her spouse, (iii) any family member of the Access Employee living in the same household as the Access Employee, and (iv) any trust, partnership or other entity in which the Access Employee or a family member influences security transaction decisions or has any beneficial interest.

• “Security” means any security listed on any national securities exchange or otherwise publicly traded other than on any national securities exchange, and includes any other security or similar instrument purchased or considered for purchase by FI for any of its client accounts.

Compliance Policies and Procedures

FI has adopted a Compliance Policies and Procedures Manual (“Compliance Manual”), which provides guidance to all employees with respect to the appropriate standards of professional conduct. Upon employment, each officer, director, and employee will receive a written copy of

the Compliance Manual and must acknowledge in writing that he or she has reviewed and is familiar with the contents, agrees to abide by the requirements, and understands that failure to do so carries employment risk, up to and including termination.

In addition, FI provides training on its policies and procedures to new employees, as well as an annual review for existing employees. At the time of the annual review, all employees are required to review the most current version of the Compliance Manual, including any supplements and updates, and to acknowledge in writing that they have done so.

The Compliance Manual incorporates FI’s policies and procedures, including:

• Overview of regulatory statutes,

• Fiduciary and related issues,

• Investment advisory contracts and fees,

• Client disclosure requirements,

• Brokerage transactions,

• Proxy issues,

• Marketing and solicitation,

• Custody of client assets,

• Supervision procedures, and

• Code of Ethics.

Rule 17j-1 of the Investment Company Act of 1940

Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), requires every investment company, as well as every investment adviser to and principal underwriter of an investment company, to have a written Code of Ethics that specifically covers trading practices by “Access Persons” as defined in section I (b). The Rule also requires that reasonable diligence be used and procedures instituted to prevent violations of this Code of Ethics.

FI has adopted a Code of Ethics that prohibits all Access Employees from engaging in any improper conduct outlined in Rule 17j-1(b) of the 1940 Act. This Code of Ethics specifically addresses FI’s procedures regarding the following items:

• Fundamental Duties of Mutual Fund Advisory and Distributor Personnel. FI and its employees must adhere to the fundamental standard that mutual fund advisory and distributor personnel may not take inappropriate advantage of their positions.

• Fiduciary Duty. FI has the duty at all times to place the interests of its clients, including The Purisima Funds, first

• Personal Securities Transactions. All personal securities transactions must be conducted consistent with this Code of Ethics so as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility,

Outside Employment.

FI management must pre-approve any outside job in writing before any employee accepts any outside employment. Employees must submit their request in writing to their manager for review and approval. Final approval must be obtained from the President and Chief Compliance Officer or designate. Employees may not take an outside job, either for pay or as a donation of personal time, with a client or competitor of FI; nor may employees do work on their own if it competes in any way with services FI provide to its clients.

Employees owe a duty of loyalty to FI and may not personally profit from dealings with outside firms with whom FI does business. There is a potential conflict of interest when an employee is in a position to influence a decision that may result in a personal gain for that employee as a result of the Firm’s business dealings. Therefore, employees may not accept a gift or favor (excluding meals) valued at more than $150 from any vendor, client or other outside parties or over $250 over the course of any calendar year from any single vendor, client or other outside parties, without written approval from Senior Management. In addition, employees may not give any gifts or favors (excluding meals) to vendors, clients or other outside parties of over $150 or over $250 over the course of any calendar year to any single vendor, client or other outside parties without written approval from Senior Management.

Notwithstanding the foregoing, gifts in relation to any foreign government may be subject to further restrictions. Senior management shall be consulted prior any gift being given or accepted.

Personal Trading Policy.

This Code of Ethics incorporates the policy on personal trading set forth in the Fisher Investments, Inc. Compliance Policies and Procedures Manual (which applies to officers, directors and all Access Persons of The Purisima Funds and employees of FI). This policy, where applicable, covers all Trustees of The Purisima Funds and employees of FI who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of securities for the investment company clients of FI, unless noted otherwise herein.

Access Employees of FI may not engage either directly or indirectly in any personal securities transactions, with the exceptions noted below, without the prior written approval of FI. All accounts of Access Employees will be reviewed quarterly, and all Access Employees are required to provide copies of all brokerage statements to FI.

Non-Advisory Employees are not required to obtain written approval from FI to engage in personal securities transactions and are not required to provide copies of all brokerage statements to FI.

Policy Regarding Personal Trading for Access Employees

FI Access Employees may not engage either directly or indirectly in any personal securities transactions in securities requiring pre-clearance as noted below, including IPOs and private placements, without prior written approval from FI.

Such approval shall be obtained through the Compliance Employee Trade Track system (CETT). A record of the approval or denial of the trade request shall be retained on a confidential basis by those authorized to approve transactions on behalf of FI, whether or not the proposed transaction is approved.

All accounts will be reviewed quarterly. All Access Employees are required to provide copies of all brokerage statements to the Compliance Department.

Personal trading requests (acquisitions and dispositions) are generally approved if:

• except as noted below, no sale or purchase of such security is contemplated for Fisher client accounts for:

• One day for securities that trade more than $8 million per month, or

• Ten days for securities that trade less than $8 million per month

• The purchase is not based on nonpublic material information

Account transactions for FI clients occur more frequently as the business grows, often every trading day. It may not be practical, therefore, to approve a transaction if approval is subject to having no client trades on that day. In cases where it is likely that client trades will occur on the day approval otherwise would be granted and in the next several trading days, the Compliance Department, in conjunction with the Investment Policy Committee, will determine if the situation merits an approval of the proposed transaction. Only transactions on the sell side shall be considered. The Investment Policy Committee shall verify and sufficiently document that the requested trades are not being made in anticipation of any IPC-related decision and that to the best of their knowledge, the requested trades will not materially impact client portfolios. If the determination is made that the employee may trade during a trading day where other client trades have occurred or will occur, the Compliance Department shall document the requested trades in a memo. Compliance personnel will oversee and approve the trading process. All such orders must be Market on Close instructions executed on the last business day of the week. The Compliance Department may determine that certain broad-based ETFs do not pose a potential conflict of interest and may not require restriction periods.

Because personal trading may interfere with client transactions, FI reserves the right to refuse or postpone approval for any personal trade.

Once a transaction has been pre-authorized, the security must be traded during market hours on the same day as the authorization date.

Securities not requiring pre-authorization:

• Securities issued by the US Government or its Agencies

• Money market mutual funds

• Bankers’ Acceptances

• Bank Certificates of Deposit

• Commercial Paper

• High Quality Short-Term Debt Instruments, including repurchase agreements

• Currency and Currency Futures

• Open-ended mutual funds, other than the Purisima Funds and a certain SEI fund. PURIX, PURFX, PURUX and SEITX require trade pre-authorization. Please see the description below

Trades in shares of Purisima and SEI Funds: Please note that purchases and sales of shares of the Purisima Funds (PURIX, PURFX, PURUX) and a certain SEI fund (SEITX) require trade pre-clearance. All Access Employees are subject to the following policy.

• All purchases and sales of shares of the above-referenced funds that are not part of a systematic or periodic purchase or sale program must be submitted for pre-authorization through CETT.

• Trading round trips in excess of 4 trips per year are prohibited. For the purpose of monitoring round trips in these funds, each year shall commence on October 1.

• Trades must not be made when in possession of material nonpublic information about the funds.

• All trades in these funds must be reported to the Compliance Department on a quarterly basis on the Quarterly Personal Transaction Report.

The following activities do not require pre-authorization:

• Participating in tender offers or other widely disseminated corporate actions

• Purchase or sale of securities through dividend reinvestment programs (DRIPs)

• Sale of fractional shares

• Exercise or assignment of options

• Transfer liquidations performed by third party brokers

Options: The approval of options will be contingent on the approval of the underlying security. For example, if an employee wished to purchase a put option for General Electric, the transaction would only be approved if the underlying common stock was also available for trading according to the rules described in this policy.

Blackout Periods: Because personal trading may interfere with client transactions, FI reserves the right to refuse or postpone approval for any personal trade. The length of the blackout period will be at the Investment Policy Committee’s discretion.

According to SEC guidelines, the following exemption is permissible. FI can trade securities for any of the FI employee accounts so long as the securities are bunched with client trades. The FI employee’s securities in the bunch are cost averaged or settled at the worst price of the day. All Fisher employee trades must bear the fiduciary responsibility of putting FI’s clients’ interests first.

Magazine Restrictions: Specific restrictions apply to all securities that Ken Fisher references in any publication including his Forbes or Bloomberg columns. The restriction applies to buys and sells regardless of whether Ken recommends a buy or a sell. The restriction time is 45 days prior to publication date and 14 days after publication date. In only limited circumstances may FI

transact in restricted securities, e.g. (1) the client mandates a trade and provides the instruction in writing, or (2) the IPC deems the liquidation of inherited positions appropriate for that particular account.

Personal Trading Policies for Non-Advisory Employees

Non-advisory Employees are not considered to have Control Accounts and are exempt from the pre-approval of personal trading requirement. Non-Advisory Employees are subject to the FI Policy Prohibiting Insider Trading.

Prohibited Trading Practices

General anti-fraud prohibition and pre-clearance. Except in accordance with the policies and procedures outlined below, no FI employee shall purchase, sell or otherwise directly or indirectly acquire or dispose of any direct or indirect beneficial ownership interest in a security. However, employees are admonished that merely following the policies and procedures is not a safe harbor from other violations of the securities laws, and that all trades are prohibited if such action by an employee would defraud the Fund or FI, operate as a fraud or deceit upon the Fund or FI, or constitute a manipulative practice with respect to either the Fund or FI clients’ portfolios.

Prohibition against the use of material nonpublic information. No FI employee may engage in any securities transaction for publicly traded securities either for themselves, FI, any FI customer account or any other person while in possession of any material nonpublic information regarding such corporation or its securities regardless of how or where such information was obtained. Should one of FI’s officers, directors, or employees obtain material non-public information, he or she must immediately notify the Compliance Department and secure any documents or information in question. The full policy and procedure is detailed the Fisher Investments’ Policy Prohibiting Insider Trading which is posted on FIIRE and available to employees. If an employee violates the Insider Trading and Securities Fraud Enforcement Act of 1988 and/or of FI’s policies and procedures, a variety of criminal and civil fines may apply.

Reporting

Initial Holdings Reports and Annual Holdings Reports: Within 10 days of becoming a Global Access Employee, and annually thereafter, Global Access Employees are required to report the following to the Compliance Department with respect to each security covered by the Fisher Policy:

• The title, number of shares and principal amount of each security in which the Global Access Employee had any direct or indirect beneficial ownership when the person became a Global Access Employee;

• The name of any broker, dealer or bank with whom the Global Access Employee maintained an account in which any securities were held for the direct or indirect benefit of the Global Access Employee as of the date the person became a Global Access Employee; and

• The date that the report is submitted by the Global Access Employee to the Compliance Department

Quarterly Transaction Report: Within 10 days after each quarter, all Access Employees are required to report the following information regarding his or her personal securities transactions.

• The date of the transaction, the title and the number of shares, and the principal amount of each security involved;

• The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

• The price at which the transaction was effected; and

• The name of the broker, dealer, or bank with or through whom the transaction was effected.

• The name of any broker, dealer or bank with which the Access Employee opened an account in which the Access Employee intends to hold or transact securities.

No reports need to be filed by an independent Trustee unless such Trustee knows or should have known that the security traded by the Trustee was being considered for purchase or sale or was being purchased or sold by a Fund within 15 days on either side of the Trustee’s transaction (see Exceptions to Reporting Requirements below).

For periods in which no reportable transactions were effected, the report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

Copies of brokerage or account statements or confirmations containing the information specified in paragraphs (a) and (b) above may be submitted to the Compliance Department in lieu of the quarterly report listing the transactions. The brokerage account statements may substitute for the annual report only if the Global Access Employee provides an annual certification confirming that all accounts and holdings of securities have been disclosed in those statements.

Exceptions to Reporting Requirements

An independent Trustee, i.e., a Trustee of the Fund who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Fund, is not required to file a report on a transaction in a security provided such Trustee neither knew nor, in the ordinary course of fulfilling his or her official duties as a trustee of the Fund, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security is or was purchased or sold by the Trust or is or was being considered for purchase by its investment adviser.

Shareholders, officers and employees of the Funds’ distributor or administrator who comply with a separate code of ethics of those entities are exempted from the reporting requirements of this Code of Ethics.

Access Employees need not make a report where the report would duplicate information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940, provided a copy of such Rule 204 reports is sent to the Compliance Department. Access Employees need not make a report with respect to an exempted transaction or investment as described in the personal trading policy herein. However, personal investment transactions involving shares of any of the Funds must be reported by Access Employees.

Review, Recordkeeping and Sanctions

The Compliance Department shall be responsible for maintaining a current list of all Global and Limited Access Employees and shall take steps to help to ensure that all reporting Access Employees have submitted reports, confirmations or statements in a timely manner. The Compliance Department may delegate the compilation of this information to appropriate persons.

If an employee commits a material violation of this Code of Ethics or a preliminary determination is made that a violation may have occurred, a report of the alleged violation shall be made to the Chief Legal Officer. Senior Management, in consultation with the Chief Legal Officer may impose such sanctions as it deems appropriate, including a letter of censure, suspension, termination of employment, and/or a disgorging of any profits made.

EX-99.B(Q)(2) 10 a04-11255_1ex99dbq2.htm EX-99.B(Q)(2)

Exhibit 99.B(q)(2)

SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of the above referenced funds (the “Trusts”), a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Edward D. Loughlin, Timothy D. Barto and Peter A. Rodriguez, each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for his and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and all amendments thereto relating to the offering of each Trust’s shares under the provisions of the Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ James M. Williams		Date:	October 27, 2004
James M. Williams, Trustee

GRAPHIC 12 g112554mwimage002.gif GRAPHIC begin 644 g112554mwimage002.gif M1TE&.#=ANP`H`'<``"'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` M````NP`H`(<````9&1D&!@8$!`0,#`P+"PL"`@('!P<6%A8!`0$0$!`<'!P> M'AX5%141$1$/#P\("`@2$A(*"@H7%Q<8&!@.#@X:&AH?'Q\='1T-#0T4%!0# M`P,%!04)"0D;&QLU-34C(R,H*"@P,#`E)24N+BXY.3D[.SLF)B8G)R7EYSWMJ:FIK:VMP<'!L;&QF9F9G9V=B8F)C8V-@ M8&!M;6UW=W=I:6ED9&1N;FY^?GYO;V]H:&AE965Q<7%]?7UZ>GIR'AA M86%_?W^7EY>*BHJ(B(B5E96.CHZ2DI*#@X.9F9F=G9V&AH:6EI:>GIZ:FIJ; MFYN)B8F!@8&`@("3DY.?GY^1D9&,C(R$A(24E)20D)"/CX^[N[NLK*RDI*2MK:VVMK:JJJJ@H*"RLK*ZNKJIJ:FYN;FB MHJ*]O;VAH:&QL;&KJZNNKJZXN+BWM[>^OKZPL+"HJ*BUM;6\O+RSL[._O[_& MQL;'Q\??W]_']_?WM[>WDY.3N[N[X^/CGY^?Z^OKKZ^OQ\?'\_/SHZ.CP\/#J MZNKV]O;@X.#[^_OY^?GIZ>GW]_?EY>7O[^_S\_/CX^/BXN+FYN;T]/3U]?7_ M__\!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,!`@,! M`@,!`@,!`@,!`@,(_P"A"1Q(L*#!@P@3*ES(L-V=290B2HQ8R5([AA@S:MS( ML:/'CR`1MKL$H*3)DP`NAES)LJ7+ER[;82H9`,^6+5RZ`!"@$J;/GT"#KFR7 MIV2F=DC;`1C04ZC3IU"?MO-24E/2I4VC:MW*U6.['B5C(<7:M:S9LP>1?B@9 M32E3A4G11DV*-"'=K'(Q(@514IJ`MVGOXN5*]Z>L+US`Z!G<;E.8Q'L&YX7; MC@"``@)X&D3**41)`SYFX:TK=9J8,=0D@^1SDK$(DR-43Q:IM.2!K$A)H"S9 MIVEAI^UHE:PEVZ.?D]5PURXIHOCLS=9LXRY1$L&?38!,!E(Y%L`=YR';S?\J M:0O\QN,)#@`0A#M:R00`FC_GV.X:V8'M8I4T<5=!26P7=3>(>1^)1QZ!&1UG MP`\`](`;:PN<$!^"\T'3SBTI$=0.$"619F$V)0418&V$4$C?>`"4Y]-Q`'0" MP&T%M2,$`&2@,*%0<>%GHEVX^"8``$#@-D2'5P%0(G`HJ@@3B]J4I(UO\'G" MP(TQWA48=SE:B-0V@G'CFY55UF7EER41@=LG)=%29"=9"B38E5K^YF:2RH'I MIH<:(L5B._"!TE,[(*:$`)5WAE)$"BF4D0N>[>ABRRY(:5.(&,E9*(T1\`'0 M@"CM;%%2-R/R8D8**H3AC6_8].++-^W\8L0*+%3_HEQ)1^`&C2=(<0-,,"49 MLHLPO?S9SB$EM!#$*(P&8PLX2!GBP@MG>&A@BE_J`40*,"!"6CNU#.-EE;W4 MLB=82/Q)2H<.$(I4#+N)^.>4S1%B$C%(Z;(;2D\BE<1N:/S)2TF\@(&2F3$^ M4%(X=;8C\+WB!%C*;B=("P$`2E"SV[9TXD?,;K<%.&4$N)E2TIZ)`"#!GTL` MX$,[ZWAS,G7I\L$QE.XV4Y`9=*Y14#'>O M/4$#`"VPBA0;)=&;U"*&6\@YC72]0*2%3P.0P31%EN';-B>QQZ@TTM0VH#0` MMK,Q`!K0=4=)J'"G=DFRMW/&Z=,JVR$"-*`C;\+`QA[4#$ MZ2R$!@`HH!W:^UT#`J0&`)A/``JH(03^0%AQ@@8E M:@A$`,CB3T38"6/:D0JVF20'Y"O)D6(4IW;80FTD:*`3J%@29&"16A:2`0`0 M()ADE"096RI)(KC#MC6@D4C<(%([!A4_.`8H#1V*470`8!$+F0U`&OJ1*S64 M/CA\21R%8)=)M(6ZDAP2/T9XD6J0`HP-H)ID8`)C9CJ<]TTU2D.9"D-(*DRQ&2Y)43A]04@`H M:I*3`"BGA>B$E)IYK22`"%!1\NFB!&IO0P"(EBMDN<)V3`$`F:Q220IQ1Y7A MIDD`J%6N2E*`/S7#)`EH`R]J0U&+_BFC,&J(+$IR1I!J,T_^*0D5/M&.*I@4 MG``0IYO(:N$QHW%2,-V@$'`.@@0#VU`@!F(-`\%'4* MHX&$26"@3`!,T$VI?;)1/KU+6D%?5J(6@$0LS3'4SOP-`6[HS20NQ!@"XXLYH3SK.DJ"V@NIA M@F#DU([1M>,8I].>A4HRC)+HPK=QC,,8W?0O`#2CN#&R47-FH0E3]+.'`'C% M^R9:R(M:Z+)NJ@5,1U.)DO2LLV[:`0"NX!L.D;8=IBUO2MMJ(79AE'&@`I$ONWH9C=GZ,]VC*(DPO!-T`#`PW:\!K$:4C$`-+>U=@!CO]UYKH/; M`6&O=BQ&.N%L28A+0U[ZA@5G+6U:3TOB=I1AOY744$G;4#4YJ`3&.P:`"[C3 MT]HDP?\WEUNCFW[L&_L`P`%@F,0H=%&[;0E#@E@*'(.;"5W+2M=";RA))+Y4 M@`$K,)/&TXRN1A>S MT46,S"'O6LW;Y>7>$;#4@B`")!B M#QXHR03.)FT+L76E6;00*$RBB6P0`WJ:4B('2O+'@4![6\S_VY9Z4/`G6'CM M5/BQ40F^!#,Y+*,4@;##3[/=CGJBI#8W8^$I_P26#&E(;%[+AA!1`K9VI&`W MR0A#+BUTQ-KBQ\X]LM`N2L*,/WUY-SS!C1M*LHJ>A.(*4*B=FS0A!"[\"0M, M<+N&RF%-DVS2-URX@AU\,Z,.K+<=[.MJ.[!Q`Y.4JQUBJ(+K+.X#(93:37O( M0KDV(PTMH,0+C,+I9^C2QI*@X!KMJ$06@&".`(WA"H;%CSF`((1O6X@;/@`" MI#2DB72]1]FCF022VU3DS&H)&MSPDN]Y7YM)C&:0-&['-UXM)B5F=FLZ:H&Z47ECK6T7SGAPFSVUP'=_:A;Z&GVV!'#2$_;4J"[R]ES>AW0O]& MY02G,,U%_=(OR4>?L[RJ"`9T0")_%:(5=#$H,\1_YW`2-L!ZC04`[""``R@5 ME<`#06`2-E0A@P<#7J,#P!2!'HAH)Y%#'I@4S"`(C=`(D$`!_&<)-0`# (6N`+@Q$0`#L_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

By:

By:

/s/ Timothy D. Barto

FUNDS TRANSFER SERVICES SCHEDULE TO CUSTODIAN AGREEMENT

SEI INVESTMENTS FUND MANAGEMENT

A. Shareholder and Client Interests Come First

B. Avoid Actual and Potential Conflicts of Interest

A. Prohibited Conduct

B. Restrictions and Limitations on Personal Securities Transactions

C. Exempt Securities

D. Pre-Clearance Requirement

1. Personal Securities Transactions

2. Factors Considered in Pre-Clearance of Personal Securities Transactions

E. Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/Van Kampen Funds

3. Accounts Covered

4. Accounts Exempt from Pre-approval Requirement

A. Report of Transactions

1. Initial Listing of Securities Holdings and Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Report

2. Quarterly Securities Transactions and New Brokerage and Morgan Stanley/Van Kampen Mutual Fund Accounts Reports

3. Annual Listing of Securities Holdings Reports and Certification of Compliance

B. Form of Reporting

C. Responsibility to Report

D. Leave of Absence

E. Where to File Report

F. Responsibility to Review

MORGAN STANLEY & CO. INCORPORATED

VAN KAMPEN FUNDS INC.