0001104659-23-007584.txt : 20230127 0001104659-23-007584.hdr.sgml : 20230127 20230127170614 ACCESSION NUMBER: 0001104659-23-007584 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 94 FILED AS OF DATE: 20230127 DATE AS OF CHANGE: 20230127 EFFECTIVENESS DATE: 20230131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 23564111 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 610 676-3097 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 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: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 23564110 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 610 676-3097 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 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 0000835597 S000006418 SIT INTERNATIONAL EQUITY FUND C000017606 SIT INTERNATIONAL EQUITY FUND - CLASS I SEEIX C000017607 SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) SEITX C000147407 Class Y SEFCX 0000835597 S000006419 SIT INTERNATIONAL FIXED INCOME FUND C000017608 SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) SEFIX C000147408 Class Y SIFIX 0000835597 S000006420 SIT EMERGING MARKETS EQUITY FUND C000017609 SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) SIEMX C000147409 Class Y SEQFX 0000835597 S000006421 SIT EMERGING MARKETS DEBT FUND C000017610 SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) SITEX C000147410 Class Y SIEDX 485BPOS 1 tm2232087d1_485bpos.htm 485BPOS SEI Institutional International Trust Class F Equity Prospectus [Funds] 033-22821 01-31-2023 ED [AU

As filed with the U.S. Securities and Exchange Commission on January 27, 2023

  File No. 033-22821
  File No. 811-05601

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 80   

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 81           

________________________

SEI INSTITUTIONAL INTERNATIONAL TRUST

(Formerly, "SEI International Trust")

(Exact Name of Registrant as Specified in Charter)

SEI Investments Company

One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of Principal Executive Offices)

(610) 676-1000
(Registrant's Telephone Number)

Timothy D. Barto, Esq.

SEI Investments Company
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copy to:

Timothy W. Levin, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

________________________

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

________________________

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

                immediately upon filing pursuant to paragraph (b)

                on January 31, 2023 pursuant to paragraph (b)

                60 days after filing pursuant to paragraph (a)(1)

                on [date] pursuant to paragraph (a)(1)

                75 days after filing pursuant to paragraph (a)(2)

                on [date] pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

                This post-effective Amendment designates a new effective

date for a previously filed Post-Effective Amendment.


January 31, 2023

PROSPECTUS

SEI Institutional International Trust

Class F Shares

•  International Equity Fund (SEITX)

•  Emerging Markets Equity Fund (SIEMX)

•  International Fixed Income Fund (SEFIX)

•  Emerging Markets Debt Fund (SITEX)

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

Not all Funds appearing in this prospectus are available for purchase in all states. You may purchase Fund shares only if they are registered in your state.

Paper copies of the Funds' shareholder reports are no longer sent by mail, unless you specifically request them from the Funds or from your financial intermediary, such as a broker-dealer or bank. Shareholder reports are available online and you will be notified by mail each time a report is posted on the Funds' website and provided with a link to access the report online.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to inform it that you wish to continue receiving paper copies of your shareholder reports. If you invest directly with the Funds, you can inform the Funds that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-DIAL-SEI. Your election to receive reports in paper will apply to all funds held with the SEI Funds or your financial intermediary.

seic.com


SEI / PROSPECTUS

SEI INSTITUTIONAL INTERNATIONAL TRUST

About This Prospectus

FUND SUMMARY

 

INTERNATIONAL EQUITY FUND

   

1

   

EMERGING MARKETS EQUITY FUND

   

8

   

INTERNATIONAL FIXED INCOME FUND

   

14

   

EMERGING MARKETS DEBT FUND

   

21

   

Purchase and Sale of Fund Shares

   

28

   

Tax Information

   

28

   

Payments to Broker-Dealers and Other Financial Intermediaries

   

28

   

MORE INFORMATION ABOUT INVESTMENTS

   

28

   

MORE INFORMATION ABOUT RISKS

   

29

   

Risk Information Common to the Funds

   

29

   

More Information About Principal Risks

   

29

   

GLOBAL ASSET ALLOCATION

   

45

   
MORE INFORMATION ABOUT THE FUNDS'
BENCHMARK INDEXES
   

45

   

INVESTMENT ADVISER

   

46

   

SUB-ADVISERS

   

48

   

Information About Fee Waivers

   

49

   

Sub-Advisers and Portfolio Managers

   

49

   
PURCHASING, EXCHANGING AND SELLING
FUND SHARES
   

60

   

HOW TO PURCHASE FUND SHARES

   

60

   

Pricing of Fund Shares

   

61

   
Frequent Purchases and Redemptions of
Fund Shares
   

64

   

Foreign Investors

   

65

   
Customer Identification and Verification and
Anti-Money Laundering Program
   

66

   

HOW TO EXCHANGE YOUR FUND SHARES

   

66

   

HOW TO SELL YOUR FUND SHARES

   

67

   

Receiving Your Money

   

67

   

Methods Used to Meet Redemption Obligations

   

67

   

Low Balance Redemptions

   

67

   

Suspension of Your Right to Sell Your Shares

   

67

   

Large Redemptions

   

68

   

Telephone Transactions

   

68

   

Unclaimed Property

   

68

   

DISTRIBUTION OF FUND SHARES

   

68

   

SERVICE OF FUND SHARES

   

69

   
DISCLOSURE OF PORTFOLIO HOLDINGS
INFORMATION
   

69

   

DIVIDENDS, DISTRIBUTIONS AND TAXES

   

69

   

Dividends and Distributions

   

69

   

Taxes

   

69

   

ADDITIONAL INFORMATION

   

72

   

FINANCIAL HIGHLIGHTS

   

73

   

HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST

 

Back Cover

 

SEI / PROSPECTUS

INTERNATIONAL EQUITY FUND

Fund Summary

Investment Goal

Long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class F Shares

 

Management Fees

   

0.51

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.58

%

 

Total Annual Fund Operating Expenses

   

1.09

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

International Equity Fund — Class F Shares

 

$

111

   

$

347

   

$

601

   

$

1,329

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The


1


SEI / PROSPECTUS

Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

Principal Risks

Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in


2


SEI / PROSPECTUS

issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

Preferred Stock Risk — 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.

Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.


3


SEI / PROSPECTUS

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.


4


SEI / PROSPECTUS

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 20.28% (06/30/2020)
Worst Quarter: -25.26% (03/31/2020)







 

Average Annual Total Returns (for the periods ended December 31, 2022)

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

International Equity Fund — Class F Shares

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(12/20/1989)
 

Return Before Taxes

   

-15.96

%

   

0.96

%

   

4.38

%

   

3.45

%

 

Return After Taxes on Distributions

   

-16.21

%

   

0.01

%

   

3.75

%

   

2.61

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-9.08

%

   

0.77

%

   

3.49

%

   

2.65

%

 

MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)

   

-14.45

%

   

1.54

%

   

4.67

%

   

4.27

%

 


5


SEI / PROSPECTUS

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Rich Carr, CFA

 

Since 2022

 

Portfolio Manager

 

Jason Collins

 

Since 2019

 

Portfolio Manager, Head of Sub-Advised Equity

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 
Acadian Asset
Management LLC
  Brendan O. Bradley
Ryan D. Taliaferro
  Since 2009
Since 2011
  Executive Vice President, Chief Investment Officer
Senior Vice President, Director, Equity Strategies
 
Causeway Capital
Management LLC
  Sarah H. Ketterer
Harry W. Hartford
Jonathan P. Eng
Conor Muldoon, CFA
Alessandro Valentini, CFA
Ellen Lee
Steven Nguyen, CFA
Brian Cho
  Since 2010
Since 2010
Since 2010
Since 2010
Since 2013
Since 2015
Since 2019
Since 2021
  Chief Executive Officer
President
Director
Director
Director
Director
Director
Director
 
Delaware Investments Fund
Advisers, a series of Macquarie
Investment Management
Business Trust
  Jens Hansen

Klaus Petersen, CFA
Claus Juul
Asa Annerstedt
Allan Jensen, CFA, CAIA
Chris Gowlland, CFA
  Since 2021

Since 2021
Since 2021
Since 2021
Since 2021
Since 2021
  Managing Director, Chief Investment Officer —
Global Equity Team
Managing Director, Senior Portfolio Manager
Vice President, Portfolio Manager
Vice President, Portfolio Manager
Vice President, Portfolio Manager
Senior Vice President, Head of Equity Quantitative
Research
 

JOHCM (USA) Inc.

  Christopher Lees, CFA
Nudgem Richyal, CFA
  Since 2020
Since 2020
  Senior Fund Manager
Senior Fund Manager
 

Lazard Asset Management LLC

  Paul Moghtader, CFA
Susanne Willumsen
Taras Ivanenko, CFA
Peter Kashanek
Alex Lai, CFA
Ciprian Marin
  Since 2023
Since 2023
Since 2023
Since 2023
Since 2023
Since 2023
  Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
 
Pzena Investment
Management, LLC
  Caroline Cai

Allison Fisch

John Goetz

Rakesh Bordia
  Since 2022

Since 2022

Since 2022

Since 2023
  Managing Principal, Chief Executive Officer and
Portfolio Manager
Managing Principal, President and Portfolio
Manager
Managing Principal, Co-Chief Investment Officer
and Portfolio Manager
Principal and Portfolio Manager
 


6


SEI / PROSPECTUS

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 
WCM Investment
Management, LLC
  Sanjay Ayer
Paul R. Black
Peter J. Hunkel
Michael B. Trigg
Jon Tringale
  Since 2015
Since 2015
Since 2015
Since 2015
Since 2022
  Portfolio Manager & Business Analyst
Portfolio Manager, CEO
Portfolio Manager & Business Analyst
Portfolio Manager, President
Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


7


SEI / PROSPECTUS

EMERGING MARKETS EQUITY FUND

Fund Summary

Investment Goal

Capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class F Shares

 

Management Fees

   

1.05

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.76

%

 

Total Annual Fund Operating Expenses

   

1.81

%

 

Fee Waivers and Expense Reimbursements

   

-0.10

%*

 

Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements

   

1.71

%

 

* Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Emerging Markets Equity Fund — Class F Shares

 

$

174

   

$

560

   

$

971

   

$

2,118

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund


8


SEI / PROSPECTUS

operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

Principal Risks

Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be


9


SEI / PROSPECTUS

heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Country Concentration Risk — The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

Risk of Investing in China — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.


10


SEI / PROSPECTUS

Preferred Stock Risk — 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.

Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.


11


SEI / PROSPECTUS

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 20.87% (06/30/2020)
Worst Quarter: -25.69% (03/31/2020)







 

Average Annual Total Returns (for the periods ended December 31, 2022)

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.


12


SEI / PROSPECTUS

Emerging Markets Equity Fund — Class F Shares

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(1/17/1995)
 

Return Before Taxes

   

-21.49

%

   

-2.56

%

   

0.94

%

   

3.70

%

 

Return After Taxes on Distributions

   

-21.64

%

   

-2.97

%

   

0.67

%

   

3.17

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-12.22

%

   

-1.64

%

   

0.92

%

   

3.25

%

 
MSCI Emerging Markets Index Return (net) (reflects no deduction for
fees or expenses)
   

-20.09

%

   

-1.40

%

   

1.44

%

   

NA

   

The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999.

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Jason Collins

 

Since 2019

 

Portfolio Manager, Head of Sub-Advised Equity

 

John Lau

 

Since 2019

 

Portfolio Manager

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

JOHCM (USA) Inc.

  Emery Brewer
Dr. Ivo Kovachev
  Since 2010
Since 2010
  Senior Manager
Senior Fund Manager
 
KBI Global Investors
(North America) Ltd
  Gareth Maher
David Hogarty
Ian Madden
James Collery
John Looby
Massimiliano Tondi, CFA, FRM
  Since 2012
Since 2012
Since 2012
Since 2012
Since 2014
Since 2014
  Head of Portfolio Management
Head of Strategy Development
Senior Portfolio Manager
Senior Portfolio Manager
Senior Portfolio Manager
Senior Portfolio Manager
 
Neuberger Berman
Investment Advisers LLC
 

Conrad A. Saldanha, CFA

 

Since 2010

 

Managing Director

 

Qtron Investments LLC

  Dmitri Kantsyrev, Ph.D., CFA
Ronald Hua, CFA
  Since 2018
Since 2018
  Partner, Portfolio Manager
Partner, Portfolio Manager
 
Robeco Institutional Asset
Management US Inc.
  Jaap van der Hart
Karnail Sangha
  Since 2020
Since 2021
  Portfolio Manager
Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


13


SEI / PROSPECTUS

INTERNATIONAL FIXED INCOME FUND

Fund Summary

Investment Goal

Capital appreciation and current income.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class F Shares

 

Management Fees

   

0.30

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.77

%

 

Total Annual Fund Operating Expenses

   

1.07

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

International Fixed Income Fund — Class F Shares

 

$

109

   

$

340

   

$

590

   

$

1,306

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40%


14


SEI / PROSPECTUS

of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.

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 or other instruments directly.

Principal Risks

Market Risk — 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,


15


SEI / PROSPECTUS

including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — 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.

Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.


16


SEI / PROSPECTUS

Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Foreign Sovereign Debt Securities Risk — 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 because of 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.

Derivatives Risk — The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Asset-Backed Securities Risk — Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.

Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment


17


SEI / PROSPECTUS

grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

U.S. Government Securities Risk — Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

Bank Loans Risk — With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.

Mortgage-Backed Securities Risk — Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.

Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.


18


SEI / PROSPECTUS

Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 3.15% (03/31/2016)
Worst Quarter: -4.10% (06/30/2022)







 

Average Annual Total Returns (for the periods ended December 31, 2022)

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


19


SEI / PROSPECTUS

their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

International Fixed Income Fund — Class F Shares

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(9/1/1993)
 

Return Before Taxes

   

-9.20

%

   

-0.14

%

   

1.35

%

   

3.50

%

 

Return After Taxes on Distributions

   

-13.45

%

   

-1.83

%

   

-0.21

%

   

1.92

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-5.42

%

   

-0.74

%

   

0.39

%

   

2.12

%

 
Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no
deduction for fees, expenses or taxes)
   

-9.76

%

   

0.52

%

   

2.10

%

   

4.75

%

 

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Anthony Karaminas, CFA

 

Since 2021

 

Portfolio Manager, Head of Sub-Advised Fixed Income

 

James Mashiter, CFA

 

Since 2016

 

Portfolio Manager

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

AllianceBernstein L.P.

  Scott DiMaggio, CFA
John Taylor
Vivek Bommi, CFA
Nicholas Sanders, CFA

Eamonn Buckley
  Since 2006
Since 2012
Since 2021
Since 2016

Since 2018
  Director — Global Fixed Income
Portfolio Manager — European Multi-Sector
Portfolio Manager — European and Global Credit
Portfolio Manager — European and UK
Multi-Sector
Portfolio Manager — Fixed Income
 

Colchester Global Investors Ltd

  Ian Sims
Keith Lloyd, CFA
  Since 2017
Since 2017
  Chairman and Chief Investment Officer
Chief Executive Officer and Deputy Chief
Investment Officer
 

Wellington Management Company LLP

  Ed Meyi, FRM

Martin Harvey, CFA

Sam Hogg, CFA
  Since 2022

Since 2022

Since 2022
  Managing Director and Fixed Income Portfolio
Manager
Managing Director and Fixed Income Portfolio
Manager
Vice President and Fixed Income Portfolio
Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


20


SEI / PROSPECTUS

EMERGING MARKETS DEBT FUND

Fund Summary

Investment Goal

Maximize total return.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class F Shares

 

Management Fees

   

0.85

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.77

%

 

Total Annual Fund Operating Expenses

   

1.62

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Emerging Markets Debt Fund — Class F Shares

 

$

165

   

$

511

   

$

881

   

$

1,922

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly


21


SEI / PROSPECTUS

(e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).

The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

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 or other instruments directly.


22


SEI / PROSPECTUS

Principal Risks

Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will


23


SEI / PROSPECTUS

be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

Foreign Sovereign Debt Securities Risk — 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 because of 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.

Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.


24


SEI / PROSPECTUS

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Structured Securities Risk — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based


25


SEI / PROSPECTUS

on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 12.67% (06/30/2020)
Worst Quarter: -16.72% (03/31/2020)







 

Average Annual Total Returns (for the periods ended December 31, 2022)

This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

Emerging Markets Debt Fund — Class F Shares

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(6/26/1997)
 

Return Before Taxes

   

-15.44

%

   

-2.86

%

   

-1.30

%

   

5.92

%

 

Return After Taxes on Distributions

   

-15.99

%

   

-3.64

%

   

-2.23

%

   

3.56

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-9.14

%

   

-2.42

%

   

-1.32

%

   

3.79

%

 
J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for
fees, expenses or taxes)
   

-17.78

%

   

-1.31

%

   

1.59

%

   

6.66

%

 
The Fund's Blended Benchmark Return (reflects no deduction for fees,
expenses or taxes)
   

-14.75

%

   

-1.86

%

   

-0.18

%

   

NA

   

The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003.


26


SEI / PROSPECTUS

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Anthony Karaminas, CFA

 

Since 2021

 

Portfolio Manager, Head of Sub-Advised Fixed Income

 

Hardeep Khangura, CFA

 

Since 2015

 

Portfolio Manager

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

Colchester Global Investors Ltd

  Ian Sims
Keith Lloyd, CFA
  Since 2018
Since 2018
  Chairman and Chief Investment Officer
Chief Executive Officer and Deputy Chief
Investment Officer
 
Marathon Asset
Management, L.P.
  Lou Hanover
Gaby Szpigiel
Andrew Szmulewicz
  Since 2018
Since 2018
Since 2018
  CIO & Co-Founder of Marathon
Partner & Head of Emerging Markets
Managing Director, Portfolio Manager & Strategist
 
Neuberger Berman Investment
Advisers LLC
  Rob Drijkoningen
Gorky Urquieta
Jennifer Gorgoll, CFA
Raoul Luttik
Nish Popat
Prashant Singh, CFA
Bart van der Made, CFA
Vera Kartseva
  Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
  Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Senior Vice President
 

Ninety One UK Ltd.

  Antoon De Klerk

Werner Gey van Pittius
  Since 2017

Since 2013
  Co-Portfolio Manager of Emerging Markets Local
Currency Debt
Co-Head of Emerging Market Sovereign & FX;
Co-Portfolio Manager Emerging Markets Local
Currency Debt
 
Stone Harbor Investment
Partners, a division of Virtus
Fixed Income Advisers, LLC
  Peter J. Wilby, CFA
James E. Craige, CFA
David A. Oliver, CFA
Kumaran Damodaran, Ph.D.
William Perry
Stuart Sclater-Booth
  Since 2006
Since 2006
Since 2008
Since 2015
Since 2012
Since 2018
  Co-Chief Investment Officer
Co-Chief Investment Officer
Portfolio Manager
Portfolio Manager
Portfolio Manager
Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


27


SEI / PROSPECTUS

Purchase and Sale of Fund Shares

The minimum initial investment for Class F Shares is $100,000 with minimum subsequent investments of $1,000. Such minimums may be waived at the discretion of SIMC. You may purchase and redeem shares of a Fund on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). You may sell your Fund shares by contacting your authorized financial institution or intermediary directly. Authorized financial institutions and intermediaries may redeem Fund shares on behalf of their clients by contacting the Funds' transfer agent (the Transfer Agent) or the Funds' authorized agent, using certain SEI Investments Company (SEI) or third party systems or by calling 1-800-858-7233, as applicable.

Tax Information

The distributions made by the Funds generally are taxable and will be taxed as qualified dividend income, ordinary income or capital gains. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account, you will generally not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement. You should consult your tax advisor regarding the rules governing your tax-deferred arrangement.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), a Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

MORE INFORMATION ABOUT INVESTMENTS

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

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 a Fund's assets in a way that they believe will help the Fund achieve its goal.

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

The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. For temporary defensive or liquidity purposes during unusual economic or market conditions, 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 a Fund's strategies. During such time, the Funds may not achieve their investment goals. A Fund will do so only if SIMC or a Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that any Fund will achieve its investment goal. Although not expected to be a component of the Funds' principal investment strategies, each Fund may lend its securities to certain financial institutions in an attempt to earn additional income.


28


SEI / PROSPECTUS

MORE INFORMATION ABOUT RISKS

Risk Information Common to the Funds

Investing in the Funds involves risk, and there is no guarantee that a Fund will achieve its goal. SIMC and the Sub-Advisers, as applicable, 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. You could lose money on your investment in a Fund, just as you could with other investments. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation 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 those securities trade. The effect on a Fund's share price of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

Investing in issuers located in foreign countries poses distinct risks because 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 U.S. 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 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 where political turmoil and rapid changes in economic conditions are more likely to occur.

More Information About Principal Risks

The following descriptions provide additional information about some of the risks of investing in the Funds:

Asset-Backed Securities — The International Fixed Income Fund may invest in asset-backed securities. Asset-backed securities are securities that are backed primarily by the cash flows of a discrete pool of fixed or revolving receivables or other financial assets that by their terms convert into cash within a finite time period. Asset-backed securities include mortgage-backed securities, but the term is more commonly used to refer to securities supported by non-mortgage assets such as auto loans, motor vehicle leases, student loans, credit card receivables, floorplan receivables, equipment leases and peer-to-peer loans. The assets are removed from any potential bankruptcy estate of an operating company through the true sale of the assets to an issuer that is a special purpose entity, and the issuer obtains a perfected security interest in the assets. Payments of principal of and interest on asset-backed securities rely entirely on the performance of the underlying assets. Asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity and therefore, if the assets or sources of funds available to the issuer are insufficient to pay those securities, the Fund will incur losses. In addition, asset-backed securities entail prepayment risk that may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. Additional risks related to collateralized debt obligations (CDOs), collateralized loan obligations (CLOs) and mortgage-backed securities are described below.

Losses may be greater for asset-backed securities that are issued as "pass-through certificates" rather than as debt securities, because those types of certificates only represent a beneficial ownership interest in the


29


SEI / PROSPECTUS

related assets and their payment is based primarily on collections actually received. For asset-backed securities as a whole, if a securitization issuer defaults on its payment obligations due to losses or shortfalls on the assets held by the issuer, a sale or liquidation of the assets may not be sufficient to support payments on the securities and the Fund, as a securityholder, may suffer a loss.

There is a limited secondary market for asset-backed securities. Consequently, it may be difficult for the Funds to sell or realize profits on those securities at favorable times or for favorable prices.

Bank Loans — The International Fixed Income Fund may invest in bank loans. Bank loans are arranged through private negotiations between a company and one or more financial institutions (lenders). Many of the risks associated with bank loans are similar to the risks of investing in below investment grade debt securities. Bank loans may be adversely affected by changes in market or economic conditions and may default or enter bankruptcy. Bank loans made in connection with highly leveraged transactions, including operating loans, leveraged buyout loans, leveraged capitalization loans and other types of acquisition financing, are subject to greater credit risks than other types of bank loans. In addition, it may be difficult to obtain reliable information about and value any bank loan.

The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. When the Fund purchases assignments from lenders, the Fund will acquire direct rights against the borrower on the loan. The Fund may have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Fund's ability to dispose of the bank loan in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Furthermore, transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. As a result, those proceeds will not be available during that time to make additional investments or to meet the Fund's redemption obligations.

Bank loans may not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Below Investment Grade Fixed Income Securities (Junk Bonds) — The International Fixed Income and Emerging Markets Debt Funds may invest in below investment grade securities (commonly referred to as junk bonds). Junk bonds involve greater risks of default or downgrade and are generally more volatile than investment grade securities. Junk bonds involve a 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 because the prospect for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest, these risky securities tend to offer higher returns, but there is no guarantee that an investment in these securities will result in a high rate of return.


30


SEI / PROSPECTUS

Corporate Fixed Income Securities — The International Fixed Income and Emerging Markets Debt Funds may invest in corporate fixed income securities. Corporate fixed income securities are fixed income securities issued by public and private businesses. Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers. Corporate fixed income securities are subject to the risk that the issuer may not be able to pay interest or, ultimately, to repay principal upon maturity. Interruptions or delays of these payments could adversely affect the market value of the security. In addition, due to lack of uniformly available information about issuers or differences in the issuers' sensitivity to changing economic conditions, it may be difficult to measure the credit risk of securities issued by private businesses.

Country Concentration — The Emerging Markets Equity Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in Foreign Investment/Emerging and Frontier Markets.

Credit — Credit risk is the risk that a decline in the credit quality of an investment could cause the Funds to lose money. The Funds could lose money if the issuer or guarantor of a portfolio security or a counterparty to a derivative contract fails to make timely payment or otherwise honor its obligations. Fixed income securities rated below investment grade (junk bonds) (described above) involve greater risks of default or downgrade and are generally more volatile than investment grade securities. Discontinuation of these payments could substantially adversely affect the market value of the security.

Credit-Linked Notes — The Emerging Markets Debt Fund may invest in credit-linked notes. Credit-linked securities and similarly structured products typically are issued by a limited purpose trust or other vehicle that, in turn, enters into a credit protection agreement or invests in a derivative instrument or basket of derivative instruments, such as credit default swaps or interest rate swaps, to obtain exposure to certain fixed-income markets or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, an investment in credit-linked notes represents the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuer's receipt of payments from, and the issuer's potential obligations to, the counterparties to certain credit protection agreements or derivative instruments entered into by the issuer of the credit-linked note. For example, the issuer may sell one or more credit default swaps entitling the issuer to receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, then the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. An investor holding a credit-linked note generally receives a fixed or floating coupon and the note's par value upon maturity, unless the referenced creditor defaults or declares bankruptcy, in which case the investor receives the amount recovered. In effect, investors holding credit-linked notes receive a higher yield in exchange for assuming the risk of a specified credit event. The Fund's investments in credit-linked notes are indirectly subject to the risks associated with derivative instruments, which are described below, and may be illiquid.

Currency — The International Fixed Income Fund and Emerging Markets Debt Fund take active positions in currencies, which involve different techniques and risk analyses than the Funds' purchase of securities or other investments. Currency exchange rates may fluctuate in response to factors extrinsic to that country's economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks


31


SEI / PROSPECTUS

or supranational entities, such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the Funds if they are unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges they have entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. The International Equity Fund and the Emerging Markets Equity Fund take passive positions in currencies, which may, to a lesser extent, also subject the Funds to these same risks. The value of the Funds' investments may fluctuate in response to broader macroeconomic risks than if the Funds invested only in U.S. equity securities.

Depositary Receipts — Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, depositary receipts, including American Depositary Receipts, are subject to many of the risks associated with investing directly in foreign securities, which are further described below.

Derivatives — 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. Changes in the market value of a security that is a reference asset for a derivative instrument may not be proportionate to changes in the market value of the derivative instrument itself. There may not be a liquid market for the Funds to sell a derivative instrument, which could result in difficulty in closing the position prior to expiration. Moreover, certain derivative instruments can magnify the extent of losses incurred due to changes in the market value of the securities to which they relate. Some derivative instruments are subject to counterparty risk. A default by the counterparty on its payments to the Funds will cause the value of your investment in the Funds to decrease. The Funds' use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk, counterparty risk and tax risk. Credit risk is described above and leverage risk is described below. A Fund's counterparties to its derivative contracts present the same types of credit risk as issuers of fixed income securities. Lack of availability risk is the risk that suitable derivative transactions, such as roll-forward contracts, may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Counterparty risk is the risk that the counterparty to a derivatives contract, a clearing member used by a Fund to hold a cleared derivative contract, or a borrower of the Fund's securities is unable or unwilling to make timely settlement payments, return the Fund's margin or otherwise honor its obligations. Tax risk is the risk that the use of derivatives may cause the Funds to realize higher amounts of short-term capital gains or otherwise affect a Fund's ability to pay out dividends subject to preferential rates or the dividends received deduction, thereby increasing the amount of taxes payable by some shareholders. These risks could cause the Funds to lose more than the principal amount invested. Some derivatives have the potential for unlimited loss, regardless of the size of the Funds' initial investment.

Derivatives are also subject to a number of other risks described elsewhere in this prospectus. Derivatives transactions conducted outside the U.S. may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Derivatives transactions conducted outside the U.S. also are subject to the risks affecting foreign securities, currencies and other instruments, in addition to other risks.

Regulation relating to a Fund's use of derivatives and related instruments, including Rule 18f-4 under the 1940 Act, could potentially limit or impact the Fund's ability to invest in derivatives, limit the Fund's ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and the Fund's performance.


32


SEI / PROSPECTUS

Duration — Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of a security's price to changes in interest rates. For example, if a fixed income security has a five-year duration, it will decrease in value by approximately 5% if interest rates rise 1% and increase in value by approximately 5% if interest rates fall 1%. Fixed income instruments with longer duration typically have higher risk and higher volatility. Longer-term fixed income securities in which a portfolio may invest are more volatile than shorter-term fixed income securities. A portfolio with a longer average portfolio duration is typically more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

Economic Risk of Global Health Events — The market value of a Fund's investments may decline in tandem with a drop in the overall value of the markets in which a Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political, and financial conditions or industry or economic trends or developments may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in money policy, increases or decreases in interest rates, war, acts of terrorism, recessions, or other actual or perceived factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions, and other adverse effects that could negatively impact a Fund's performance. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which a Fund invests, which in turn could negatively impact a Fund's performance and cause losses on your investment in a Fund. Recent examples include pandemic risks related to a coronavirus (COVID-19) The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on a Fund's performance.

Equity Market — Because the International Equity and Emerging Markets Equity Funds may purchase equity securities, the Funds are 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 Funds' 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 a principal risk of investing in the Funds.

Exchange-Traded Funds (ETFs) — ETFs are investment companies whose shares are bought and sold on a securities exchange. The shares of certain ETFs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the net asset value (NAV) of an ETF's shares). For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF's investments, which may be emphasized in less liquid markets. By investing in an ETF, a Fund indirectly bears the proportionate share of any fees and expenses of the ETF in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund's operations. Most ETFs are passively-managed, meaning they 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. Such ETF expenses may make owning shares of the ETF more costly than owning the underlying securities directly. The risks of owning shares of a passively-managed ETF generally reflect the risks of owning


33


SEI / PROSPECTUS

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.

Leveraged ETFs contain all of the risks that non-leveraged ETFs present. Additionally, to the extent a Fund invests in ETFs that achieve leveraged exposure to their underlying indexes through the use of derivative instruments, the Fund will indirectly be subject to leverage risk, described below. Inverse ETFs seek to provide investment results that match a negative of the performance of an underlying index. Leveraged inverse ETFs seek to provide investment results that match a negative multiple of the performance of an underlying index. To the extent that a Fund invests in leveraged inverse ETFs, the Fund will indirectly be subject to the risk that the performance of such ETF will fall as the performance of that ETF's benchmark rises. Leveraged, inverse and leveraged inverse ETFs often "reset" daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. These investment vehicles may be extremely volatile and can potentially expose a Fund to complete loss of its investment.

Extension — Investments in fixed income securities are subject to extension risk. Generally, rising interest rates tend to extend the duration of fixed income securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Fund may exhibit additional volatility.

Fixed Income Market — The prices of a 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. Fixed income securities may have fixed-, variable- or floating-rates. There is a risk that the current interest rate on floating and variable rate instruments may not accurately reflect existing market interest rates. Also, longer-term securities are generally more sensitive to changes in the level of interest rates, so the average maturity or duration of these securities affects risk. Changes in government policy, including the Federal Reserve's decisions with respect to raising interest rates or terminating certain programs such as quantitative easing, could increase the risk that interest rates will rise. Rising interest rates may, in turn, increase volatility and reduce liquidity in the fixed income markets, and result in a decline in the value of the fixed income investments held by the Fund. These risks may be heightened in a low interest rate environment. In addition, reductions in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. As a result of these conditions, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

Foreign Investment/Emerging and Frontier Markets — The Funds may invest in foreign issuers, including issuers located in emerging and frontier market countries. Investing in issuers located in foreign countries poses distinct risks because 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. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is


34


SEI / PROSPECTUS

publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets.

Emerging market countries are those countries that are: (i) characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) included in an emerging markets index by a recognized index provider; or (iii) countries with similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. "Frontier market countries" are a subset of emerging market countries with even smaller national economies. Emerging market countries, and, to an even greater extent, frontier market countries, may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market and frontier 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 and frontier 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 a Fund's investments in emerging market and frontier market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

Frontier countries are a subset of emerging market countries with even smaller national economies. The economies of frontier market countries tend to be less correlated to global economic cycles than the economies of more developed countries and their markets have lower trading volumes and may exhibit greater price volatility and illiquidity. A small number of large investments in these markets may affect these markets to a greater degree than more developed markets. Frontier market countries may also be affected by government activities to a greater degree than more developed countries. For example, the governments of frontier market countries may exercise substantial influence within the private sector or subject investments to government approval, and governments of other countries may impose or negotiate trade barriers, exchange controls, adjustments to relative currency values and other measures that adversely affect a frontier market country. Governments of other countries may also impose sanctions or embargoes on frontier market countries. Although all of these risks are generally heightened with respect to frontier market countries, they also apply to emerging market countries.

Additionally, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may result in a Fund having to sell such prohibited securities at inopportune times. Such prohibited securities may have less liquidity as a result of such U.S. Government designation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses. In addition, the recent large-scale invasion of Ukraine by Russia and resulting responses, including economic sanctions by the U.S. and other countries against certain Russian individuals and companies could negatively impact the Funds' performance and cause losses on your investment in the Funds.

Foreign Sovereign Debt Securities — 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 because of 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.


35


SEI / PROSPECTUS

Forward Contracts — A forward contract, also called a "forward," involves a negotiated obligation to purchase or sell a specific security or currency at a future date (with or without delivery required), 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. Forward contracts are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular security or currency for a Fund's account. Risks associated with forwards may include: (i) an imperfect correlation between the movement in prices of forward contracts and the securities or currencies underlying them; (ii) an illiquid market for forwards; (iii) difficulty in obtaining an accurate value for the forwards; and (iv) the risk that the counterparty to the forward contract will default or otherwise fail to honor its obligation. Because forwards require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Forwards are also subject to credit risk, liquidity risk and leverage risk, each of which is further described elsewhere in this section.

Futures Contracts — Futures contracts, or "futures," provide for the future sale by one party and purchase by another party of a specified amount of a specific security or asset at a specified future time and at a specified price (with or without delivery required). The risks of futures include (i) leverage risk; (ii) correlation or tracking risk; and (iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying assets upon which they are based is magnified. Thus, a Fund may experience losses that exceed losses experienced by funds that do not use futures contracts and which may be unlimited, depending on the structure of the contract.

There may be imperfect correlation, or even no correlation, between price movements of a futures contract and price movements of investments for which futures are used as a substitute or which futures are intended to hedge. Lack of correlation (or tracking) may be due to factors unrelated to the value of the investments being substituted or hedged, such as speculative or other pressures on the markets in which these instruments are traded. Consequently, the effectiveness of futures as a security substitute or as a hedging vehicle will depend in part on the degree of correlation between price movements in the futures and price movements in underlying securities or assets. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. Futures exchanges may impose daily or intra-day price change limits and/or limit the volume of trading. Additionally, government regulation may further reduce liquidity through similar trading restrictions. As a result, a Fund may be unable to close out its futures contracts at a time that is advantageous. If movements in the markets for security futures contracts or the underlying security decrease the value of a Fund's positions in security futures contracts, the Fund may be required to have or make additional funds available to its brokerage firm as margin. If the Fund's account is under the minimum margin requirements set by the exchange or the brokerage firm, its position may be liquidated at a loss, and the Fund will be liable for the deficit, if any, in its account. The Fund may also experience losses due to systems failures or inadequate system back-up or procedures at the brokerage firm(s) carrying the Fund's positions. The successful use of futures depends upon a variety of factors, particularly the ability of SIMC or the Sub-Advisers to predict movements of the underlying securities markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular futures strategy adopted will succeed.

Inflation Protected Securities — The Funds may invest in inflation protected securities, including Treasury Inflation Protected Securities (TIPS), the value of which generally will fluctuate in response to changes in "real" interest rates. Real interest rates represent nominal (or stated) interest rates reduced by the expected impact of inflation. The value of an inflation-protected security generally decreases when real interest rates


36


SEI / PROSPECTUS

rise and generally increases when real interest rates fall. In addition, the principal value of an inflation-protected security is periodically adjusted up or down along with the rate of inflation. If the measure of inflation falls, the principal value of the inflation-protected security will be adjusted downwards, and consequently, the interest payable on the security will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed by the United States Treasury in the case of TIPS. For securities that do not provide a similar guarantee, the adjusted principal value of the security to be repaid at maturity is subject to credit risk.

Interest Rate — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which a Fund invests. In a low interest rate environment, the risk of a decline in value of the Fund's portfolio securities associated with rising rates are heightened because there may be a greater likelihood of rates increasing, potentially rapidly. In a declining interest rate environment, the Fund generally will be required to invest available cash in instruments with lower interest rates than those of the current portfolio securities. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, whereas others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources.

Investment Company — The Funds may purchase shares of investment companies, such as open-end funds, ETFs and closed-end funds. When a Fund invests in an investment company, it will bear a pro rata portion of the investment company's expenses in addition to directly bearing the expenses associated with its own operations. Such expenses may make owning shares of an investment company more costly than owning the underlying securities directly. The Funds may invest in affiliated funds including, for example, money market funds for reasons such as cash management or other purposes. In such cases, the Funds' adviser and its affiliates will earn fees at both the Fund level and within the underlying fund with respect to the Funds' assets invested in the underlying fund. In part because of these additional expenses, the performance of an investment company may differ from the performance a Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. See also, "Exchange-Traded Funds (ETFs)," above.

Investment Style — Investment style risk is the risk that a Fund's investment in certain securities in a particular market segment pursuant to its particular investment strategy may underperform other market segments or the market as a whole.

Leverage — Certain Fund transactions, such as derivatives or reverse repurchase agreements, may give rise to a form of leverage. The use of leverage can amplify the effects of market volatility on a Fund's share price and make the Fund's returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of a Fund's portfolio securities. Rule 18f-4 under the 1940 Act requires, among other things, that a Fund either use derivatives in a limited manner or comply with an outer limit on fund leverage risk based on one of two value-at-risk (VaR) tests. The use of leverage may also cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet the applicable requirements of the 1940 Act and the rules thereunder.

LIBOR Replacement — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates. The publication of LIBOR on a representative basis ceased for the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021,


37


SEI / PROSPECTUS

and is expected to cease for the remaining U.S. dollar LIBOR settings immediately after June 30, 2023. The elimination of the LIBOR may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve's Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

Liquidity — Liquidity risk exists when particular investments are difficult to purchase or sell. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. A Fund's investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities.

Long/Short Strategy — The International Equity Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns. In addition, the Fund may gain enhanced long exposure to certain financial instruments (i.e., obtain investment exposure that exceeds the amount directly invested in those assets, a form of leverage) and, under such circumstances, will lose more money in market environments that are adverse to its long positions than funds that do not employ such leverage. As a result, such investments may give rise to losses that exceed the amount invested in those assets.

Market — Each Fund is subject to market risk, which is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the market as a whole.

Mortgage-Backed Securities — The International Fixed Income Fund may invest in mortgage-backed securities. Mortgage-backed securities are a class of asset-backed securities representing an interest in a pool or pools of whole mortgage loans (which may be residential mortgage loans or commercial mortgage loans). Mortgage-backed securities held or acquired by the Fund could include (i) obligations guaranteed by federal agencies of the U.S. Government, such as the Government National Mortgage Association (Ginnie Mae), which are backed by the "full faith and credit" of the United States, (ii) securities issued by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which are not backed by the "full faith and credit" of the United States but are guaranteed by the U.S. Government as to timely payment of principal and interest, (iii) securities (commonly referred to as "private-label RMBS") issued by private issuers that represent an interest in or are collateralized by whole residential


38


SEI / PROSPECTUS

mortgage loans without a government guarantee and (iv) commercial mortgage-backed securities (CMBS), which are 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. Because private-label RMBS and CMBS are not issued or guaranteed by the U.S. Government, those securities generally are structured with one or more types of credit enhancement. There can be no assurance, however, that credit enhancements will support full payment to the Fund of the principal and interest on such obligations. In addition, changes in the credit quality of the entity that provides credit enhancement could cause losses to the Fund and affect its share price.

The Fund may invest in mortgage-backed securities in the form of debt or in the form of "pass-through" certificates. Pass-through certificates, which represent beneficial ownership interests in the related mortgage loans, differ from debt securities, which generally provide for periodic fixed payments of interest on and principal of the related notes. Mortgage pass-through securities provide for monthly payments that are a "pass-through" of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees and expenses owed to the servicers of the mortgage loans and other transaction parties that receive payment from collections on the mortgage loans.

The performance of mortgage loans and, in turn, the mortgage-backed securities acquired by the Fund, is influenced by a wide variety of economic, geographic, social and other factors, including general economic conditions, the level of prevailing interest rates, the unemployment rate, the availability of alternative financing and homeowner behavior.

The rate and aggregate amount of distributions on mortgage-backed securities, and therefore the average lives of those securities and the yields realized by the Fund, will be sensitive to the rate of prepayments (including liquidations) and modifications of the related mortgage loans, any losses and shortfalls on the related mortgage loans allocable to the tranches held by the Fund and the manner in which principal payments on the related mortgage loans are allocated among the various tranches in the particular securitization transaction. Furthermore, mortgage-backed securities are sensitive to changes in interest rates, but may respond to those changes differently from other fixed income securities due to the possibility of prepayment of the mortgage loans. Among other factors, a significant amount of defaults, rapid prepayments or prepayment interest shortfalls may erode amounts available for distributions to the Fund. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity, even if the average rate of principal payments is consistent with the Fund's expectations. If prepayments of mortgage loans occur at a rate faster than that anticipated by the Fund, payments of interest on the mortgage-backed securities could be significantly less than anticipated. Similarly, if the number of mortgage loans that are modified is larger than that anticipated by the Fund, payments of principal and interest on the mortgage-backed securities could be significantly less than anticipated.

Non-Diversification — The International Fixed Income and Emerging Markets Debt Funds are non-diversified, which means that they may invest in the securities of relatively few issuers. As a result, the Funds 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. However, the International Fixed Income Fund and Emerging Markets Debt Fund each intend to satisfy the asset diversification requirements under the Code for classification as a regulated investment company (RIC).

Options — An option is a contract between two parties for the purchase and sale of a financial instrument for a specified price at a specified date. Unlike a futures contract, an option grants the purchaser, in exchange for


39


SEI / PROSPECTUS

a premium payment, a right (not an obligation) to buy or sell a financial instrument. 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. The seller of an uncovered call (buy) option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of paying an entire premium in the call option without ever getting the opportunity to execute the option. The seller (writer) of a covered put (sell) option (e.g., the writer has a short position in the underlying security) will suffer a loss if the increase in the market price of the underlying security is greater than the premium received from the buyer of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of paying an entire premium in the put option without ever getting the opportunity to exercise the option. An option's time value (i.e., the component of the option's value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the buyer at various times prior to its expiration date, the buyer's ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of a transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the "style" of the option.

Participation Notes (P-Notes) — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Portfolio Turnover — Due to its investment strategy, a Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities, which may affect the Fund's performance.

Preferred Stock — The International Equity and Emerging Markets Equity Funds may invest in preferred stocks. Preferred stocks involve credit risk and certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip distributions (in the case of "non-cumulative" preferred stocks) or defer distributions (in the case of "cumulative" preferred stocks). If a Fund owns a preferred stock on which distributions are deferred, the Fund may nevertheless be required to report income for tax purposes while it is not receiving distributions on that security. Preferred stocks are subordinated to bonds and other debt instruments in a company's capital structure in terms of priority to corporate income and liquidation payments and therefore will be subject to greater credit risk than those debt instruments.

Prepayment — Investments in fixed income securities are subject to prepayment risk. In a declining interest rate environment, fixed income securities with stated interest rates may have their principal paid earlier than expected. This may result in a Fund having to reinvest that money at lower prevailing interest rates, which can reduce the returns of the Fund.


40


SEI / PROSPECTUS

Quantitative Investing — A quantitative investment style generally involves the use of computers to implement a systematic or rules-based approach to selecting investments based on specific measurable factors. Due to the significant role technology plays in such strategies, they carry the risk of unintended or unrecognized issues or flaws in the design, coding, implementation or maintenance of the computer programs or technology used in the development and implementation of the quantitative strategy. These issues or flaws, which can be difficult to identify, may result in the implementation of a portfolio that is different from that which was intended, and could negatively impact investment returns. Such risks should be viewed as an inherent element of investing in an investment strategy that relies heavily upon quantitative models and computerization. Utility interruptions or other key systems outages also can impair the performance of quantitative investment strategies.

Reallocation — In addition to managing the Funds, SIMC constructs and maintains strategies (Strategies) for certain clients, and the Funds are designed in part to implement those Strategies. Within the Strategies, SIMC periodically adjusts the target allocations among the Funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Funds. Because a significant portion of the assets in the Funds may be composed of investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Funds. Although reallocations are intended to benefit investors that invest in the Funds through the Strategies, they could in certain cases have a detrimental effect on Funds that are being materially reallocated, including by increasing portfolio turnover (and related transactions costs), disrupting the portfolio management strategy, and causing a Fund to incur taxable gains. SIMC seeks to manage the impact to the Funds resulting from reallocations in the Strategies.

Risk of Investing in China — China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. Internal social unrest or confrontations with other neighboring countries could have a significant impact on the economy of China. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China's key trading partners may have an adverse impact on the Chinese economy. There also is no guarantee that the Chinese government will not revert from its current open-market economy to an economic policy of central planning. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less reliable. It may also be difficult or impossible for the Fund, U.S. authorities and regulators to obtain or enforce a judgment in a Chinese court. In addition, periodic U.S. Government restrictions on investments in Chinese companies may result in a Fund having to sell such prohibited securities at inopportune times. Such prohibited securities may have less liquidity as a result of such U.S. Government designation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses. A Fund may also be subject to additional risks related to investments in variable interest entities (VIEs). Instead of directly owning the equity securities of a Chinese company, a VIE enters into service and other contracts with the Chinese company. Although the VIE has no equity ownership of the Chinese company, the contractual arrangements permit the VIE to consolidate the Chinese company into its financial statements. Intervention by the Chinese government with respect to VIEs could significantly affect the Chinese company's performance and the enforceability of the VIE's contractual arrangements with the Chinese company.


41


SEI / PROSPECTUS

Securities Lending — Each Fund may lend its securities to certain financial institutions in an attempt to earn additional income. The Funds may lend their portfolio securities to brokers, dealers and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights, including voting rights, in the loaned securities during the term of the loan or delay in recovering loaned securities if the borrower fails to return them or becomes insolvent. A Fund that lends its securities may pay lending fees to a party arranging the loan.

Short Sales — Short sales are transactions in which the Funds sell a security they do not own. To complete a short sale, the Funds must borrow the security to deliver to the buyer. The Funds are then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the Funds, and the Funds will incur a loss if the price of the security sold short increases between the time of the short sale and the time the Funds replace the borrowed security. In addition, until the security is replaced, a Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. Certain Funds' investment strategies of reinvesting proceeds received from selling securities short may effectively create leverage, which can amplify the effects of market volatility on the Funds' share price and make the Funds' returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds' portfolio securities. The use of leverage may also cause the Funds to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy their obligations. Pursuant to its particular investment strategy, a Sub-Adviser may have a net short exposure in the portfolio of assets allocated to the Sub-Adviser.

Small and Medium Capitalization Issuers — The International Equity and Emerging Markets Equity Funds may invest in 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 companies, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements. 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 may 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 established companies or the market averages in general. Further, smaller companies may have less publicly available information and, when available, it may be inaccurate or incomplete.

Structured Securities — A structured security is a type of instrument designed to offer a return linked to particular underlying securities, currencies, or markets. A Fund's investment in structured securities involves the same risks associated with direct investments in the underlying securities or other instruments they seek to replicate, as well as additional risks. Structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities. Structured securities are also subject to the risk that the issuer of the structured securities may fail to perform its contractual obligations. Certain issuers of structured products may be deemed to be investment companies as defined in the Investment Company Act of 1940, as amended (Investment Company Act). As a result, the Portfolio's investments in structured securities may be subject to the limits applicable to investments in other investment companies.


42


SEI / PROSPECTUS

Swap Agreements — Swaps are agreements whereby two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, instrument or securities. Swaps typically involve credit risk, market risk, liquidity risk, funding risk, operational risk, legal and documentation risk, counterparty risk, regulatory risk and/or tax risk. Interest rate swaps involve one party, in return for a premium, agreeing to make payments to another party to the extent that interest rates exceed or fall below a specified rate (a "cap" or "floor," respectively). Swap agreements involve the risk that the party with whom a Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to the other party to the agreement.

Total return swaps are contracts that obligate a party to pay interest in exchange for payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty. Fully funded total return swaps have economic and risk characteristics similar to credit-linked notes, which are described above. Fully funded equity swaps have economic and risk characteristics similar to participation notes (P-Notes).

A credit default swap enables a Fund to buy or sell protection against a defined credit event of an issuer or a basket of securities. The buyer of a credit default swap is generally obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. If a Fund is a seller of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will generally either: (i) pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising a referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index. If a Fund is a buyer of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will either: (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are calculated by market makers considering either industry standard recovery rates or entity specific factors and other considerations until a credit event occurs. If a credit event has occurred, the recovery value is generally determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swaps involve special risks in addition to those mentioned above because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). Like a long or short position in a physical security, credit default swaps are subject to the same factors that cause changes in the market value of the underlying asset.

The Dodd-Frank Act, which was signed into law on July 21, 2010, established a comprehensive new regulatory framework for swaps and security-based swaps. Key Dodd-Frank Act provisions relating to swaps and security-based swaps require rulemaking by the Securities and Exchange Commission (SEC) and the


43


SEI / PROSPECTUS

Commodity Futures Trading Commission (CFTC), not all of which have been completed as of the date of this prospectus. Prior to the Dodd-Frank Act, the swaps and security-based swaps transactions generally occurred on a bilateral basis in the over-the-counter (OTC) market (so-called "bilateral OTC transactions"). Pursuant to the Dodd-Frank Act, some, but not all, swaps and security-based swaps transactions are now required to be centrally cleared and traded on exchanges or electronic trading platforms. Bilateral OTC transactions differ from exchange-traded or cleared swaps and security-based swaps in several respects. Bilateral OTC transactions are transacted directly between counterparties and not through an exchange (although they may be submitted for clearing with a clearing corporation). As bilateral OTC transactions are entered into directly with a counterparty, there is a risk of nonperformance by the counterparty as a result of its insolvency or otherwise. Under certain risk mitigation regulations adopted pursuant to the Dodd-Frank Act (commonly referred to as "Margin Rules"), the Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared transactions in swaps and security-based swaps. The Margin Rules also mandate that collateral in the form of initial margin be posted to cover potential future exposure attributable to uncleared transactions in swaps and security-based swaps for certain entities, which may include the Funds. In addition, clearing agencies may impose separate margin requirements for certain cleared transactions in swaps and security-based swaps.

U.S. Government Securities — U.S. Government securities are obligations of, or guaranteed by, the U.S. Government, its agencies or government-sponsored entities. U.S. Government securities include issues by non-governmental entities (such as financial institutions) that carry direct guarantees from U.S. Government agencies as part of government initiatives in response to a market crisis or otherwise. Although the U.S. Government guarantees principal and interest payments on securities issued by the U.S. Government and some of its agencies, such as securities issued by the Government National Mortgage Association, this guarantee does not apply to losses resulting from declines in the market value of these securities. U.S. Government securities include zero coupon securities that make payments of interest and principal only upon maturity, which tend to be subject to greater volatility than interest bearing securities with comparable maturities. Some of the U.S. Government securities that a Fund may hold are not guaranteed or backed by the full faith and credit of the U.S. Government, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. The maximum potential liability of the issuers of some U.S. Government securities may greatly exceed their current resources, including any legal right to support from the U.S. Government. Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates.

Warrants — The International Equity and Emerging Markets Equity Funds may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Funds will lose their entire investment in such warrant.


44


SEI / PROSPECTUS

GLOBAL ASSET ALLOCATION

The Funds and other funds managed by SIMC are used within the Strategies that SIMC constructs and maintains for certain clients (Strategy Clients). The Funds are designed in part to be used as a component within those Strategies. The degree to which a Strategy Client's portfolio is invested in the particular market segments and/or asset classes represented by the Funds and other funds varies. SIMC believes that an investment in a portfolio of funds representing a range of asset classes as part of a Strategy may reduce the Strategy's overall level of volatility.

Within the Strategies, SIMC periodically adjusts the target allocations among the Funds and other funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Funds and other funds. Because a significant portion of the assets in the Funds and other funds may be attributable to investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Funds. Although reallocations are intended to benefit investors that invest in the Funds through the Strategies, they could, in certain cases, have a detrimental effect on the Funds. Such detrimental effects could include: transaction costs, capital gains and other expenses resulting from an increase in portfolio turnover; and disruptions to the portfolio management strategy, such as foregone investment opportunities or the inopportune sale of securities to facilitate redemptions.

MORE INFORMATION ABOUT THE FUNDS' BENCHMARK INDEXES

The following information describes the various indexes referred to in the Performance Information sections of this prospectus, including those indexes that compose the Emerging Markets Debt Fund's Blended Benchmark.

The Bloomberg Global Aggregate Ex-US Index, Hedged, is an index of government, corporate and collateralized bonds denominated in foreign currencies.

The J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index tracks the total returns for U.S. dollar-denominated debt instruments issued by sovereign and quasi-sovereign entities.

The J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index is a comprehensive global local emerging markets index, and consists of liquid, fixed-income rate, domestic currency government bonds.

The Morgan Stanley Capital International (MSCI) Europe, Australasia and the Far East (EAFE) Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of developed market countries in Europe, Australasia and the Far East.

The Morgan Stanley Capital International (MSCI) Emerging Markets Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of 24 emerging market countries.


45


SEI / PROSPECTUS

INVESTMENT ADVISER

SIMC, a Securities and Exchange Commission (SEC) registered investment adviser, located at One Freedom Valley Drive, Oaks, PA 19456, serves as the investment adviser to the Funds. As of September 30, 2022, SIMC had approximately $171.43 billion in assets under management.

The Funds are managed by SIMC and one or more Sub-Advisers. SIMC acts as a "manager of managers" of the Funds and, subject to the oversight of the Board of Trustees of the Trust (Board), is responsible for:

— researching and recommending to the Board, the hiring, termination and replacement of Sub-Advisers;

— allocating, on a continuous basis, assets of a Fund among the Sub-Advisers (to the extent a Fund has more than one Sub-Adviser);

— monitoring and evaluating each Sub-Adviser's performance;

— overseeing the Sub-Advisers to ensure compliance with the Funds' investment objectives, policies and restrictions; and

— monitoring each Sub-Adviser's adherence to its investment style.

SIMC acts as manager of managers for the Funds pursuant to an exemptive order obtained from the SEC. The exemptive order permits SIMC, with the approval of the Board, to retain unaffiliated sub-advisers for the Funds without submitting the sub-advisory agreements to a vote of the applicable Funds' shareholders. Among other things, the exemptive order permits the non-disclosure of amounts payable by SIMC under a particular sub-advisory agreement, but instead requires SIMC to disclose the aggregate amount of sub-advisory fees paid by SIMC with respect to each Fund. In accordance with a separate exemptive order that the Trust and SIMC have obtained from the SEC, the Board may approve a new sub-advisory agreement or a material amendment to an existing sub-advisory agreement at a meeting that is not in person, subject to certain conditions, including that the Trustees are able to participate in the meeting using a means of communication that allows them to hear each other simultaneously during the meeting. As a manager of managers, SIMC is ultimately responsible for the investment performance of the Funds. The Board supervises SIMC and the Sub-Advisers and establishes policies that they must follow in their management activities.

SIMC sources, analyzes, selects and monitors a wide array of Sub-Advisers across multiple asset classes. Differentiating manager skill from market-generated returns is one of SIMC's primary objectives, as it seeks to identify Sub-Advisers that can deliver attractive investment results. SIMC believes that a full assessment of qualitative as well as quantitative factors is required to identify truly skilled managers. In carrying out this function, SIMC forms forward-looking expectations regarding how a Sub-Adviser will execute a given investment mandate; defines environments in which the strategy is likely to outperform or underperform; and seeks to identify the relevant factors behind a Sub-Adviser's performance. It also utilizes this analysis to identify catalysts that would lead SIMC to reevaluate its view of a Sub-Adviser.

SIMC then constructs a portfolio that seeks to maximize the risk-adjusted rate of return by finding a proper level of diversification between sources of excess return (at an asset class level) and the investment managers implementing them. The allocation to a given investment manager is based on SIMC's analysis of the manager's particular array of alpha sources, the current macroeconomic environment, expectations about the future macroeconomic environment, and the level of risk inherent in a particular manager's investment


46


SEI / PROSPECTUS

strategy. SIMC measures and allocates to Sub-Advisers based on risk allocations in an attempt to ensure that one manager does not dominate the risk of a multi-manager, multi-return-source fund.

The following portfolio managers are primarily responsible for the management and oversight of the Funds, as described above.

Rich Carr, CFA, serves as a Portfolio Manager for the International Equity Fund. Mr. Carr serves as a Portfolio Manager within SIMC's Investment Management Unit where he is responsible for the management of international developed markets equity funds. Previously, Mr. Carr was a Director on SEI's Manager Research team where he led the due diligence and selection process for SEI's equity fund management and separate account business. Prior to joining SEI, he worked at MFP Strategies where he managed the firm's investment process and was responsible for asset-class valuation research and investment manager due diligence. Before MFP Strategies, Mr. Carr worked for Brinker Capital where he was responsible for portfolio management and investment manager due diligence. He earned his Bachelor of Science in Finance and a minor in Economics from the University of Delaware. Mr. Carr is a CFA charterholder and a member of the CFA Institute and the CFA Society of Philadelphia.

Jason Collins serves as Portfolio Manager for the International Equity Fund and Emerging Markets Equity Fund. Mr. Collins is the global head of Equity Portfolio Management and the Head of the U.K. Investment Management Unit. Mr. Collins is also a Senior Portfolio Manager responsible for U.K. and European equity funds. Mr. Collins joined SEI in 2009 and coordinates resources and investment strategy for all equity portfolios. Previously, he served as Head of Equity in the London office and, most recently, as Head of Portfolio Management in London, overseeing both equity and fixed-income strategies. Prior to his employment with SEI, Mr. Collins was a founding partner of Maia Capital Partners — a specialist multi-manager investment firm providing multi-asset unit trusts to U.K. retail investors. Before founding Maia Capital, Mr. Collins was a Portfolio Manager at Fidelity International, and, prior to joining Fidelity, he spent over nine years at Skandia as head of Investment Research. Mr. Collins earned his Bachelor of Arts in financial services, with honors, from Bournemouth University and is a member of the CFA society.

Anthony Karaminas, CFA, serves as Portfolio Manager for the International Fixed Income and Emerging Markets Debt Funds. Mr. Karaminas is the Head of Sub-Advisory Fixed Income & Multi-Asset within the Investment Management Unit and is responsible for Portfolio Management leadership and oversight duties. Prior to joining SEI, he was an Associate Portfolio Manager/Analyst within the Multi-Manager Solution team at UBS Asset Management. Previously, Mr. Karaminas held the role of Sector Head of Global Fixed Income and Global High Yield Funds Research at S&P Capital IQ. Mr. Karaminas was also a Senior Analyst at Goldman Sachs JBWere. Mr. Karaminas received a Bachelor of Business (with honors) from Swinburne University in Melbourne, Australia. He is a CFA charterholder and a member of the CFA Institute.

John Lau serves as Portfolio Manager for the Emerging Markets Equity Fund and Asia Pacific Equity strategies. In this role, Mr. Lau focuses on investment research, risk management, and portfolio construction of equity strategies in Emerging Markets and Asia Pacific, including the China A-share market. Mr. Lau is based in Hong Kong and is a senior member of the SEI Global Equity Committee. Prior to joining SEI in 2007, Mr. Lau spent eleven years as Senior Portfolio Manager of a quantitative equity team within Citigroup Asset Management, where he managed global equity strategies, an equity market-neutral fund, and structured products. Mr. Lau earned his Bachelor's degree from the University of Michigan. Mr. Lau also holds a Master


47


SEI / PROSPECTUS

of Science in Engineering from University of California, Berkeley and a Master of Business Administration from Columbia University.

James Mashiter, CFA, serves as Portfolio Manager for the International Fixed Income Fund. Mr. Mashiter is a Fixed Income Portfolio Manager within the Investment Management Unit. Mr. Mashiter joined SEI in 2011 as a Senior Fixed Income Analyst in the London Fixed Income Team. Prior to joining SEI, Mr. Mashiter worked in fixed income fund research at Standard & Poor's for four years. Previously, Mr. Mashiter worked at Henderson Global Investors. Mr. Mashiter earned his Bachelor of Science in Economics and Politics from the University of Warwick and his Master of Arts in Finance and Investment from the University of Nottingham.

Hardeep Khangura, CFA, serves as a Portfolio Manager to the Emerging Market Debt Fund. Mr. Khangura joined SEI in 2015 and currently supports Global Fixed Income portfolios. Mr. Khangura was previously a member of SEI's Fixed Income Manager Research team with coverage of global fixed income manager exposures across emerging markets, credit, sovereign and FX. Prior to joining SEI, Mr. Khangura operated in a similar capacity as a Fixed Income Manager Researcher at Willis Towers Watson. Previously, Mr. Khangura also headed the Fees ASK (Area of Specialist Knowledge), leading a team that analyzed, modelled and advised clients on the suitability and competitiveness of their investment manager fees. Mr. Khangura earned his Bachelor of Science in Accounting & Finance, with honors, from the University of Warwick. Mr. Khangura is a CFA charterholder from the CFA Institute.

SUB-ADVISERS

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. Each Sub-Adviser must also operate within each Fund's investment objective, restrictions and policies, and within specific guidelines and instructions established by SIMC from time to time. Each Sub-Adviser is responsible for managing only the portion of the Fund allocated to it by SIMC, and Sub-Advisers may not consult with each other concerning transactions for a Fund. SIMC pays the Sub-Advisers out of the investment advisory fees it receives (as described below).

For the fiscal year ended September 30, 2022, SIMC received investment advisory fees as a percentage of each Fund's average daily net assets, at the following annual rates:

    Investment
Advisory Fees
  Investment
Advisory Fees
After Fee Waivers
 

International Equity Fund

   

0.51

%

   

0.51

%

 

Emerging Markets Equity Fund*

   

1.05

%

   

0.95

%

 

International Fixed Income Fund

   

0.30

%

   

0.26

%

 

Emerging Markets Debt Fund

   

0.85

%

   

0.62

%

 

* Renewed as of January 31, 2023, SIMC, the Emerging Markets Equity Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board.

A discussion regarding the basis of the Board's approval of the Funds' investment advisory and/or sub-advisory agreements is available in the Funds' Semi-Annual Report, which covers the period of October 1, 2021 through March 31, 2022, and the Funds' Annual Report, which covers the period of October 1, 2021 to September 30, 2022.


48


SEI / PROSPECTUS

SIMC has registered with the National Futures Association as a "commodity pool operator" under the Commodities Exchange Act (CEA) with respect to certain products not included in this prospectus. SIMC has claimed, on behalf of each Fund in accordance with CFTC Regulation 4.5 and other relevant rules, regulations and no-action relief, an exclusion from the definition of the term "commodity pool operator" under the CEA. SIMC is therefore not subject to regulation as a pool operator under the CEA with regard to the operation of the Funds.

Information About Fee Waivers

Actual total annual fund operating expenses of the Class F Shares of certain of the Funds for the most recent fiscal year differ from the amounts shown in the Annual Fund Operating Expenses tables in the Fund Summary sections because, among other reasons, the Funds' adviser, the Funds' distributor and/or the Funds' administrator voluntarily waived and/or reimbursed a portion of their fees in order to keep total direct operating expenses (exclusive of interest from borrowings, brokerage commissions and prime broker fees, taxes, costs associated with litigation- or tax-related services, Trustee fees, interest and dividend expenses related to short sales and extraordinary expenses not incurred in the ordinary course of the Funds' business) at a specified level. The waivers of fees by the Funds' adviser, the Funds' distributor and/or the Funds' administrator were limited to the Funds' direct operating expenses and, therefore, did not apply to indirect expenses incurred by the Funds, such as acquired fund fees and expenses (AFFE). The Funds' adviser, the Funds' distributor and/or the Funds' administrator may discontinue all or part of these voluntary waivers and/or reimbursements at any time. With these fee waivers and/or reimbursements, the actual total annual fund operating expenses of the Class F Shares of the Funds for the most recent fiscal year (ended September 30, 2022) were as follows:

Fund Name — Class F Shares

  Total Annual Fund
Operating Expenses
(before fee waivers)
  Total Annual Fund
Operating Expenses
(after fee waivers)
 

International Fixed Income Fund

   

1.07

%

   

1.02

%

 

Emerging Markets Debt Fund

   

1.62

%

   

1.36

%

 

Effective January 31, 2023, the Adviser and/or its affiliates have contractually agreed to waive its management fee for the Emerging Markets Equity Fund until January 31, 2024 as necessary to keep the management fee paid by the Fund from exceeding 0.95%. The agreement may be amended or terminated only with the consent of the Board of Trustees.

Sub-Advisers and Portfolio Managers

INTERNATIONAL EQUITY FUND:

Acadian Asset Management LLC: Acadian Asset Management LLC (Acadian), located at 260 Franklin Street, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Acadian. Brendan O. Bradley, Ph.D., Executive Vice President, Chief Investment Officer, serves as lead Portfolio Manager to the International Equity Fund. Mr. Bradley joined Acadian in 2004 and previously served as the firm's director of portfolio management, overseeing portfolio management policy, and was also previously the director of Acadian's Managed Volatility strategies. Mr. Bradley is a member of the Acadian Board of Managers and Executive Committee. Ryan D. Taliaferro, Senior Vice President, Director, Equity Strategies, serves as lead Portfolio Manager to the International Equity Fund. Mr. Taliaferro joined Acadian in 2011 and


49


SEI / PROSPECTUS

was previously a faculty member in the finance unit at Harvard Business School, where he taught corporate finance and asset pricing.

Causeway Capital Management LLC: Causeway Capital Management LLC (Causeway), located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, California 90025, serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. The following team of portfolio managers manages the portion of the International Equity Fund's assets allocated to Causeway. Sarah H. Ketterer is the Chief Executive Officer of Causeway and co-founded Causeway in June 2001. Ms. Ketterer is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Ms. Ketterer has a B.A. in Economics and Political Science from Stanford University and an M.B.A. from the Amos Tuck School, Dartmouth College. Harry W. Hartford is the President of Causeway and co-founded Causeway in June 2001. Mr. Hartford is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Hartford has a B.A., with honors, in Economics from the University of Dublin, Trinity College, and an M.Sc. in Economics from Oklahoma State University, and is a Phi Kappa Phi member. Jonathan P. Eng is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Eng joined the firm in July 2001. Mr. Eng has a B.A. in History and Economics from Brandeis University and an M.B.A. from the Anderson Graduate School of Management at UCLA. Conor Muldoon, CFA, is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Muldoon joined the firm in June 2003. Mr. Muldoon has a B.Sc. and an M.A. from the University of Dublin, Trinity College and an M.B.A., with high honors, from the University of Chicago. Mr. Muldoon was inducted into the Beta Gamma Sigma honors society and is also a CFA charterholder. Alessandro Valentini is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Valentini joined the firm in July 2006 as a Research Associate and was promoted to Portfolio Manager in April 2013. Mr. Valentini has an M.B.A. from Columbia Business School, with honors, an M.A. in Economics from Georgetown University and a B.S., magna cum laude, from Georgetown University. Mr. Valentini is a CFA charterholder. Ellen Lee is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Ms. Lee joined the firm in August 2007 as a Research Associate and was promoted to Portfolio Manager in January 2015. Ms. Lee has an M.B.A. from the Stanford Graduate School of Business and a B.A. in Business Administration from Seoul National University. Steven Nguyen, CFA, is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Nguyen joined the firm in April 2012 as a Research Associate and was promoted to Portfolio Manager in January 2019. Mr. Nguyen has M.B.A., with honors, from the UCLA Anderson School of Management and a B.A. in Business Economics from Brown University. Brian Cho is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Cho joined the firm in September 2013 as a Research Associate and was promoted to Portfolio Manager in January 2021. Mr. Cho earned a B.S. in management science from Massachusetts Institute of Technology.


50


SEI / PROSPECTUS

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust: Delaware Investments Fund Advisers (DIFA), a series of Macquarie Investment Management Business Trust (MIMBT), located at 610 Market Street, Philadelphia, Pennsylvania 19106, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to DIFA. MIMBT is a subsidiary of Macquarie Management Holdings, Inc. (MMHI). DIFA is responsible for day-to-day portfolio management of its portion of the Fund but may delegate certain of its duties to its affiliates, Macquarie Investment Management Global Limited (MIMGL). MIMGL is located at 50 Martin Place, Sydney, Australia 2000. DIFA and MIMGL are each U.S. registered investment advisers and are subsidiaries of Macquarie Group Limited. Jens Hansen heads the firm's Global Equity team and is a Portfolio Manager for the team's strategies. He joined Macquarie Asset Management (MAM) in June 2018. Mr. Hansen has been a Portfolio Manager since 2001. Mr. Hansen started his career in 1982 with Spar Nord Bank, where he worked as an analyst and trader of bonds, equities, and derivatives. In 1994, he joined Nykredit Bank, where he worked as a bond trader. Mr. Hansen attended the Aarhus School of Business where he gained a graduate diploma in business administration within finance and international trade. Klaus Petersen is a Senior Portfolio Manager for the firm's Global Equity team. He joined MAM in June 2018. Mr. Petersen has been a Portfolio Manager since 2006. Previously, he worked for ATP, Denmark's largest pension fund, beginning in 1999 as a Senior Portfolio Manager and later in the role as team leader of the technology, media, and telecommunications (TMT) team. He joined Codan Bank in 1996, first as a Senior Sales Analyst and later as a Senior Portfolio Manager. Between 1988 and 1996, Mr. Petersen worked for various brokers as an Equity Sales Analyst. He started his career in 1984 as an administrator of pension pools at Faellesbanken in Denmark. Mr. Petersen attended the Copenhagen Business School where he gained a graduate diploma in business administration (financial and management accounting). Claus Juul is a Portfolio Manager for the firm's Global Equity team. He joined MAM in June 2018. Mr. Juul has been a portfolio manager since 2004. Prior to that, he was an Equity Analyst at Spar Nord Bank before becoming Vice President of the research department in 2001. He started his career in 1998 with Sydbank as an Equity Analyst. He attended the Aarhus School of Business where he gained a master's degree in economics and business administration. Åsa Annerstedt is a Portfolio Manager for the firm's Global Equity team. She joined MAM in June 2018. Ms. Annerstedt has been a Portfolio Manager since 2013. Previously, she was a member of the investment committee of a European Union fund dedicated to the financing of companies. Between 1999 and 2009, Ms. Annerstedt managed award-winning European Small Cap and Global Equity portfolios at SEB Asset Management in Denmark. She started her career in 1996 as a business controller and consultant in Sweden. Ms. Annerstedt attended Ecole Supérieur de Commerce in Paris and Marseille and earned a master's degree in finance and international trade from Lund University in Sweden. Allan Saustrup Jensen joined MAM in May 2020 as a Portfolio Manager for the firm's Global Equity team. He has more than 20 years of experience in the asset management industry. Prior to joining MAM, he spent five years at European Capital Partners as a fund manager. From 2010 to 2015, Mr. Jensen was a trader at European Value Partners. Prior to that, he spent four years at UBS Wealth Management as a Portfolio Manager. He began his investment career at Nordea Bank. Mr. Jensen attended Copenhagen Business School where he earned a Graduate Diploma in finance. Chris Gowlland is the Head of Equity Quantitative Research, a role he assumed in July 2019. As part of his role, he also serves as Portfolio Manager for certain portfolios managed by the Global Equity team and for several different strategies in the firm's multi-asset class offerings. Previously, Mr. Gowlland was a Senior Quantitative Analyst for the firm's equity department. Prior to joining MAM in May 2007, he spent seven years working in fundamental equity research and corporate finance for Morgan Stanley and Commerzbank Securities, followed by two years as a quantitative strategist at Morgan Stanley and at State Street Global Markets. Mr. Gowlland holds a bachelor's degree in Chinese and Spanish from the University of Leeds (U.K.),


51


SEI / PROSPECTUS

a master's degree in development studies from Brown University, and another master's degree in international management from Thunderbird. He also spent several years in a Ph.D. program in political economy at Harvard University. Mr. Gowlland is a member of the CFA Institute, the CFA Society New York, the CFA Society of Philadelphia, and the Society of Quantitative Analysts.

JOHCM (USA) Inc.: JOHCM (USA) Inc. (JOHCM), located at 53 State Street Suite 1302, 13th Floor Boston, MA 02109, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to JOHCM. Christopher Lees, CFA, Senior Fund Manager, joined JOHCM in 2008 and is Senior Fund Manager of JOHCM's Global and International Equity Strategies. Prior to joining JOHCM in 2008, Mr. Lees spent over 19 years at Baring Asset Management ("Baring"), most recently as Head of the firm's Global Sector Teams. In addition to this role, Mr. Lees was Baring's Lead Global High Alpha Manager and Lead Manager for the strong performing EAFE portfolios. Prior to Baring, Mr. Lees held positions as Senior Portfolio Manager, US Equity Team in Boston and as an Analyst in the UK Stock Selection, as well as the firm's Global Asset Allocation team. Mr. Lees is a CFA charterholder and holds a Bachelor of Science (Hons) in Geography from University of London. Nudgem Richyal, CFA, is a Senior Fund Manager working closely with Mr. Lees in the management of JOHCM's Global and International Select Equity strategies. Additionally, he is the Senior Fund Manager for JOHCM's Global Sharia Equity Strategy. Prior to joining JOHCM, Mr. Richyal was an Investment Director within the Global Equity Group of Baring (working closely with Mr. Lees since July 2001). Mr. Richyal is a CFA charterholder and holds a first class Bachelor of Science (Hons) in Chemistry from the University of Manchester.

Lazard Asset Management LLC: Lazard Asset Management LLC (Lazard), located at 30 Rockefeller Plaza, New York, New York 10112, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Lazard. Paul Moghtader is a Managing Director and Portfolio Manager/Analyst, leading Lazard's Equity Advantage team. He began working in the investment field in 1992. Prior to joining Lazard in 2007, Mr. Moghtader was Head of the Global Active Equity Group and a Senior Portfolio Manager at State Street Global Advisors (SSgA). At SSgA he was the senior manager responsible for the research and portfolio management of all multi-regional active quantitative equity strategies. Previously, he was an analyst at State Street Bank. He began his career at Dain Bosworth as a research assistant. Mr. Moghtader has a Master of Management (MM) from Northwestern University and a BA in Economics from Macalester College. Mr. Moghtader is a CFA® charterholder. Susanne Willumsen is a Managing Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. She began working in the investment field in 1993. Prior to joining Lazard in 2008, Ms. Willumsen was Managing Director, Head of Active Equities Europe with SSgA. During her 13 year tenure at SSgA, she was responsible for the research and portfolio management of all UK and European equity strategies. Prior to joining SSgA, Ms. Willumsen traded equity derivatives for the proprietary desk at Investcorp. She received an MSc in Shipping, Trade and Finance from City University and a BSc in Management Studies from the University of Surrey. Taras Ivanenko is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 1995. Prior to joining Lazard in 2007, Mr. Ivanenko was a Senior Portfolio Manager in the Global Active Equity group at SSgA. Earlier at SSgA, he was a Principal and Senior Application Development Architect in the Equity Systems group. Previously, he was an analyst in Quantitative Research and Trading Systems at Oxbridge Research. He has a PhD in Physics from Massachusetts Institute of Technology and an Engineer-Physicist degree from Moscow Physical-Technical Institute. Mr. Ivanenko is a CFA® charterholder. Peter Kashanek is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. Mr. Kashanek began working in


52


SEI / PROSPECTUS

the investment field in 1994. Prior to joining Lazard in 2007, Mr. Kashanek was a Principal and a Portfolio Manager in the Global Active Equity group at SSgA. Previously, he was an investment analyst in the Institutional Equity Research Group at Bank of Montreal where he focused on global energy companies. Prior to that, he was an Associate in the Global Equity Research Group at Deutsche Bank Securities. Mr. Kashanek also worked at Reliant Energy in Houston as a member of its Corporate Development team. He has an MBA with a concentration in Finance from Vanderbilt University and a BA in Government from St. Lawrence University. Alex Lai is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 2002. Prior to joining Lazard in 2008, Mr. Lai was a Vice President and Quantitative Portfolio Manager in the Global Active Equity group at SSgA. Prior to that, Mr. Lai was an investment-banking analyst at Lehman Brothers Asia in Hong Kong. He has an MSc in Finance from Boston College and a BBA (Hons) in Finance and Accounting from the University of Michigan, Ann Arbor. He is a CFA® charterholder. Ciprian Marin is a Director of Quantitative Research and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 1997. Prior to joining Lazard in 2008, Mr. Marin was a Senior Portfolio Manager at SSgA, managing European, UK and Global funds. He was also responsible for quantitative research on the European team of the Global Active Equity Group. Prior to joining SSgA, he was a Quantitative Analyst at Citigroup where he focused on developing stock selection models, statistical arbitrage trading strategies and factor research. Previously, Mr. Marin was a quantitative research associate at Nikko Salomon Smith Barney. He has an MBA in Finance from the International University of Japan and a BS in International Economics from the Academy of Economic Studies Bucharest. He is a Certified Investment Adviser (UK).

Pzena Investment Management, LLC: Pzena Investment Management, LLC (Pzena), located at 320 Park Avenue, 8th Floor, New York, NY 10022, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Pzena. Caroline Cai, CFA, is a Managing Principal, the Chief Executive Officer, a Portfolio Manager, and a member of the firm's Executive Committee. Ms. Cai is a co-portfolio manager for the Global, International, and Emerging Markets strategies, and the Financial Opportunities service. Ms. Cai became a member of the firm in 2004. Prior to joining Pzena, Ms. Cai was a senior analyst at AllianceBernstein LLP, and a business analyst at McKinsey & Company. She earned a B.A. summa cum laude in Math and Economics from Bryn Mawr College. Ms. Cai holds the Chartered Financial Analyst® designation. Allison Fisch is a Managing Principal, the President, a Portfolio Manager and a member of the firm's Executive Committee. Ms. Fisch became a member of the firm in 2001 and helped to launch the Emerging Markets strategy in 2008, on which she has been a co-portfolio manager since inception. She joined the International portfolio management team in 2016. Ms. Fisch also co-managed the International Small Cap Value and oversaw Global Best Ideas from 2017 to 2022. She was promoted to President in 2023. Prior to joining Pzena, Ms. Fisch was a business analyst at McKinsey & Company. She earned a B.A. summa cum laude in Psychology and a minor in Drama from Dartmouth College. John P. Goetz is a Managing Principal, the Co-Chief Investment Officer, a Portfolio Manager, and a member of the firm's Executive Committee. Mr. Goetz is a co-portfolio manager for the Global, International, European and Japan Focused Value strategies. He also previously served as the Director of Research and was responsible for building and training the research team. Mr. Goetz became a member of the firm in 1996. Prior to joining Pzena, Mr. Goetz held a range of key positions at Amoco Corporation, his last as the Global Business Manager for Amoco's $1 billion polypropylene business where he had bottom-line responsibility for operations and development worldwide. Prior positions included strategic planning, joint venture investments, and project financing in various oil and chemical businesses. Before joining Amoco, Mr. Goetz had been employed by The Northern Trust Company and Bank of America. He earned a B.A. summa cum laude in Mathematics and Economics from Wheaton College and an M.B.A from the Kellogg School at


53


SEI / PROSPECTUS

Northwestern University. Rakesh Bordia is a Principal and a Portfolio Manager. Mr. Bordia is a co-portfolio manager for the Emerging Markets and International strategies. Mr. Bordia became a member of the firm in 2007. Prior to joining Pzena Investment Management, Mr. Bordia was a principal at Booz Allen Hamilton focusing on innovation and growth strategies, and a software engineer at River Run Software Group. He earned a Bachelor of Technology in Computer Science and Engineering from the Indian Institute of Technology, Kanpur, India and an M.B.A. from the Indian Institute of Management, Ahmedabad, India.

WCM Investment Management, LLC: WCM Investment Management, LLC (WCM), located at 281 Brooks Street, Laguna Beach, California 92651, serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to WCM. Sanjay Ayer serves as Portfolio Manager and Business Analyst at WCM and has been with the firm since 2007. Mr. Ayer's primary responsibilities are portfolio management and equity research. Paul R. Black serves as Portfolio Manager and Co-CEO at WCM, and has been with the firm since 1989. Mr. Black's primary responsibilities are portfolio management and equity research. Peter J. Hunkel serves as Portfolio Manager and Business Analyst at WCM and has been with the firm since 2007. Mr. Hunkel's primary responsibilities are portfolio management and equity research. Michael B. Trigg serves as Portfolio Manager and President at WCM and has been with the firm since 2006. Mr. Trigg's primary responsibilities are portfolio management and equity research. Jon Tringale serves as Portfolio Manager at WCM, and has been with the firm since 2015. Mr. Tringale's primary responsibility is portfolio management.

EMERGING MARKETS EQUITY FUND:

JOHCM (USA) Inc.: JOHCM (USA) Inc. (JOHCM), located at 53 State Street Suite 1302, 13th Floor Boston, MA 02109, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to JOHCM. Emery Brewer is the Lead Senior Manager of the JOHCM Emerging Markets Fund. Mr. Brewer has 30 years' industry experience. 23 of those years have been in Emerging Markets equity fund management, which he gained while working at Driehaus Capital Management from 1997-2007, as a private investor from 2008-2009, and after joining JOHCM in 2010. Mr. Brewer has a B.S. in Economics from the University of Utah and an M.B.A. from the University of Rochester. Dr. Ivo Kovachev is Senior Fund Manager of the JOHCM Emerging Markets Fund. Dr. Kovachev joined JOHCM in 2010 from Kinsale Capital Management, where he was Chief Investment Officer. Previously, Dr. Kovachev spent ten years at Driehaus Capital Management. Dr. Kovachev holds a Masters in Engineering in Management Information Systems from the Prague School of Economics and an M.Sc. in Technology and Innovation Management from the University of Sussex. In addition, Dr. Kovachev holds a Ph.D. in Industrial and Development Policy from the Open University. Dr. Kovachev is also a Fulbright Scholar, having attended the Thunderbird School of Global Management in Arizona.

KBI Global Investors (North America) Ltd: KBI Global Investors (North America) Ltd (KBIGI (North America)), located at 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1, D01 X5P3, Ireland, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to KBIGI (North America). Gareth Maher is Head of Portfolio Management and has been with the firm since 2000. Mr. Maher joined KBIGI (North America)'s investment team in 2008 and holds a master's degree in Economic Science from University College Dublin. David Hogarty, Head of Strategy Development, was instrumental in developing the strategy in 2003 and has been a member of the investment team since launch. Mr. Hogarty has over 30 years of industry experience. Ian Madden, a Senior Portfolio Manager, joined the firm in 2000 as a Portfolio Assistant. Mr. Madden was appointed Manager of KBIGI (North America)'s Institutional Business Support unit in 2002 and joined the investment team as a Portfolio Manager in 2004. James Collery, a Senior Portfolio Manager, joined the firm in


54


SEI / PROSPECTUS

2001 as a Performance & Risk Analyst. Mr. Collery was appointed a Portfolio Manager on KBIGI (North America)'s Hedge Fund team in 2003 and joined the team as a Portfolio Manager in 2007. John Looby, a Senior Portfolio Manager with KBIGI (North America), joined the firm in September 2014 and has over 30 years of industry experience. Prior to joining KBIGI (North America), Mr. Looby was a Senior Investment Manager at Setanta Asset Management, where he was the Lead Senior Portfolio Manager of the flagship Global Equity Fund. Massimiliano Tondi, CFA, FRM, a Senior Portfolio Manager, joined the firm in September 2014 and has 19 years of industry experience. Prior to joining KBIGI (North America), Mr. Tondi was a Quantitative Portfolio Manager at Fideuram Asset Management Ireland since 2011 and served as a Risk Manager at Fideuram Asset Management Ireland since 2007.

Neuberger Berman Investment Advisers LLC: Neuberger Berman Investment Advisers LLC (NBIA; and, together with its affiliates, Neuberger Berman), located at 1290 Avenue of the Americas, New York, New York 10104, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Conrad A. Saldanha, CFA, Managing Director, is responsible for the management of the portion of the Emerging Markets Equity Fund's assets allocated to NBIA. Mr. Saldanha joined Neuberger Berman in 2008. Mr. Saldanha is a Senior Portfolio Manager on the Emerging Market Equity team. Prior to joining the firm, he held several positions at GE Asset Management, Inc., most recently, vice president and co-portfolio manager on the Global Emerging Markets product, as well as the portfolio manager for the Indian Equity strategy. Previous positions include vice president and portfolio manager for International and European equities, analyst for International, European and Emerging equities. Mr. Saldanha began his career at GE Capital's Financial Management Program. He earned a BCom from St. Xavier's College, Calcutta, an MBA from Virginia Polytechnic Institute and has also been awarded the Chartered Financial Analyst designation.

Qtron Investments LLC: Qtron Investments LLC (Qtron), located at 200 High Street, 5th Floor, Boston, MA 02110, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to Qtron. Dmitri Kantsyrev and Ronald Hua are the cofounders and Partners of Qtron and serve as its Portfolio Managers. Prior to Qtron, Dr. Kantsyrev served as a director for PanAgora Asset Management's (PanAgora) Dynamic Equity team and was a member of the firm's Operating Committee (2007-2016). Dr. Kantsyrev led portfolio management and research for the Dynamic Equity team's global, international, and emerging markets strategies. Prior to PanAgora, Dr. Kantsyrev pursued an academic career as a lecturer at the USC Marshall School of Business and Pepperdine University. Before his switch to finance, Dr. Kantsyrev was a research scientist at the University of Michigan Spin Physics Center. Dr. Kantsyrev holds a Ph.D. in Economics from the University of Southern California and M.S. degrees in Mathematical Finance and Physics. Dr. Kantsyrev is a CFA charterholder, has been published in the Journal of Portfolio Management, and has presented at conferences and seminars. Prior to Qtron, Mr. Hua was a partner at Goldman Sachs Asset Management and served as Chief Investment Officer in the Quantitative Investment Strategies Group (2011-2016). Before joining Goldman Sachs Asset Management, Mr. Hua served as the Chief Investment Officer of Equities at PanAgora where he oversaw Dynamic Equity products (2004-2011). Prior to PanAgora, Mr. Hua was a portfolio manager at Putnam Investments managing international and US small-cap funds (1999-2004). Before that, Mr. Hua was a Quantitative Research Analyst at Fidelity Management and Research Company (1994-1999). Mr. Hua holds an M.B.A. and an M.S. in Computer Science from New York University. Mr. Hua is a CFA charterholder. Mr. Hua is on the editorial board of the Journal of Portfolio Management (JPM) and has been published in the JPM.

Robeco Institutional Asset Management US Inc.: Robeco Institutional Asset Management US Inc. (Robeco), located at 230 Park Avenue, Suite 3330, New York, NY 10169, serves as a Sub-Adviser to the Emerging


55


SEI / PROSPECTUS

Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to Robeco. Jaap van der Hart is the Lead Portfolio Manager of Robeco's High Conviction Emerging Stars strategy. Previously, he was responsible for investments in South America, Eastern Europe, South Africa, Mexico, China and Taiwan. He started his career in the investment industry in 1994 in Robeco's Quantitative Research department and moved to the Emerging Markets Equity team in 2000. Mr. van der Hart holds an M.S. in Econometrics from Erasmus University Rotterdam. Karnail Sangha is a Portfolio Manager to Robeco's High Conviction Emerging Stars Strategy and the Lead Portfolio Manager for Emerging Smaller Companies. He is a global strategies Research Analyst with a focus on India and Pakistan. Prior to joining Robeco in 2000, Mr. Sangha was a Risk Manager/Controller at Aegon Asset Management, where he started his career in the industry in 1999. He holds an M.S. in Economics from Erasmus University Rotterdam and is a CFA® Charterholder.

INTERNATIONAL FIXED INCOME FUND:

AllianceBernstein L.P.: AllianceBernstein L.P. (AllianceBernstein), located at 501 Commerce St. Nashville, TN 37203, serves as a Sub-Adviser to the International Fixed Income Fund. A team of investment professionals, led by Scott DiMaggio, CFA, John Taylor, Vivek Bommi, CFA, Nicholas Sanders, CFA and Eamonn Buckley manage the portion of the International Fixed Income Fund's assets allocated to AllianceBernstein. Mr. DiMaggio currently serves as the Director of both Global Fixed Income and Canada Fixed Income of AllianceBernstein. In this capacity, Mr. DiMaggio leads both the Global Fixed Income and Canada Fixed Income portfolio-management teams, and is ultimately responsible for all investment activities in both the Global and Canada Multi-Sector Fixed Income Securities. Mr. DiMaggio has been with AllianceBernstein for twenty-two years. Mr. Taylor currently serves as Portfolio Manager at AllianceBernstein and is a member of the Global Fixed Income, Absolute Return, UK Fixed Income, Euro Fixed Income and Emerging Market Debt portfolio-management teams. Mr. Taylor also serves as a member of the Emerging Market Debt Research Review team. Mr. Taylor has been with AllianceBernstein for twenty-one years. Mr. Bommi is Head of European Fixed Income and Director of European and Global Credit at AllianceBernstein. In these roles he leads AllianceBernstein's European/UK Fixed Income, European Income, Euro High Yield, Euro Credit, Financial Credit and Global Credit teams. Prior to joining AllianceBernstein in 2021, he served as Head of European Non-Investment Grade at Neuberger Berman, leading the teams managing European high-yield, loan and collateralized loan obligation portfolios, and global high-yield strategies. Mr. Bommi has more than 20 years of investment experience, with a background in both research and portfolio management. Mr. Sanders currently serves as a Portfolio Manager for UK Multi-Sector Fixed Income and a member of the Global Fixed Income team, participating in liquid market analysis and review on behalf of Global Fixed Income portfolios. Mr. Sanders joined AllianceBernstein in 2006. Mr. Buckley currently serves as a Portfolio Manager for Fixed Income, focusing on euro and sterling investment-grade credit and multi-sector portfolios. He joined the firm in 2010 and assumed the role of Portfolio Manager in January 2015.

Colchester Global Investors Ltd: Colchester Global Investors Ltd (Colchester), located at Heathcoat House, 20 Savile Row, London, United Kingdom W1S 3PR, serves as a Sub-Adviser to the International Fixed Income Fund. A team of investment professionals manages the portion of the International Fixed Income Fund's assets allocated to Colchester. Ian Sims is the Chairman and Chief Investment Officer of Colchester. Mr. Sims founded the firm in 1999 and is responsible for the strategic direction of the firm. Mr. Sims oversees the management of the firm's assets globally as Chief Investment Officer and has final say on any investment matter. Prior to Colchester, Mr. Sims was founder and Chief Investment Officer for Global Fixed Income at Delaware International Advisors, Ltd., subsequently renamed Mondrian, where he worked for nearly 10 years.


56


SEI / PROSPECTUS

Mr. Sims' previous work experience includes fixed income portfolio management at Royal Bank of Canada and Hill Samuel Investment Advisers. Mr. Sims has authored a widely read publication on the use of real yields in global bond management. Mr. Sims holds a B.Sc. in Economics from Leicester University and an M.Sc. in Statistics from Newcastle University. Keith Lloyd, CFA, is the Chief Executive Officer and Deputy Chief Investment Officer of Colchester and has been with the firm since its inception. Mr. Lloyd manages the Investment and Operations teams and oversees investment research, portfolio construction and implementation on a day to day basis. Mr. Lloyd regularly contributes his insights to Investment Outlook papers. Prior to Colchester, Mr. Lloyd spent eight years in the World Bank's Investment Department managing global real and leveraged money as a lead fixed income portfolio manager, senior investment strategist and proprietary trader. Mr. Lloyd's previous work experience includes seven years with the Reserve Bank of New Zealand as an economist where he served on its policy-making committee. Mr. Lloyd began his career in 1983 as an international macro-monetary economist and Investment Manager. Mr. Lloyd has authored several exchange and interest rate papers. Mr. Lloyd is a CFA charter holder and has a B.A. in Economics from Massey University and an M.Sc. in Economics from the London School of Economics.

Wellington Management Company LLP: Wellington Management Company LLP (Wellington Management), a Delaware limited liability partnership with principal offices located at 280 Congress Street, Boston, Massachusetts 02210, serves as a Sub-Adviser to the International Fixed Income Fund. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. A team of investment professionals manages the portion of the International Fixed Income Fund's assets allocated to Wellington. Ed Meyi, FRM, Managing Director and Fixed Income Portfolio Manager, has served as the Portfolio Manager of the portion of the International Fixed Income Fund's assets allocated to Wellington Management since 2022. Mr. Meyi has been involved in the management of benchmark-relative fixed income portfolios since he joined Wellington Management as an investment professional in 2002. Martin Harvey, CFA, Managing Director and Fixed Income Portfolio Manager, focuses on managing the total return suite of products, specializing in government bond and currency market strategies, and co-manages benchmark-relative fixed income portfolios. Mr. Harvey joined Wellington Management in 2016. Sam Hogg, CFA, Vice President and Fixed Income Portfolio Manager, works closely with Mr. Meyi and Mr. Harvey in the management of benchmark-relative global fixed income portfolios. Mr. Hogg joined Wellington Management in 2022. Prior to joining Wellington, Mr. Hogg worked at Allianz Global Investors and Rogge Global Partners for 11 years as a Portfolio Manager.

EMERGING MARKETS DEBT FUND:

Colchester Global Investors Ltd.: Colchester Global Investors Ltd (Colchester), located at Heathcoat House, 20 Savile Row, London, United Kingdom W1S 3PR, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Colchester. Ian Sims is the Chairman and Chief Investment Officer of Colchester. Mr. Sims founded the firm in 1999 and is responsible for the strategic direction of the firm. Mr. Sims oversees the management of the firm's assets globally as Chief Investment Officer and has final say on any investment matter. Prior to Colchester, Mr. Sims was founder and Chief Investment Officer for Global Fixed Income at Delaware International Advisors, Ltd., subsequently renamed Mondrian, where he worked for nearly 10 years. Mr. Sims' previous work experience includes fixed income portfolio management at Royal Bank of Canada and Hill Samuel Investment Advisers. Mr. Sims has authored a widely read publication on the use of real yields in global bond management. Mr. Sims holds a B.Sc. in Economics from Leicester University and an M.Sc. in Statistics from Newcastle University. Keith Lloyd, CFA, is the Chief Executive Officer and Deputy Chief Investment Officer of Colchester and has been with the firm since its inception. Mr. Lloyd manages the


57


SEI / PROSPECTUS

Investment and Operations teams and oversees investment research, portfolio construction and implementation on a day to day basis. Mr. Lloyd regularly contributes his insights to Investment Outlook papers. Prior to Colchester, Mr. Lloyd spent eight years in the World Bank's Investment Department managing global real and leveraged money as a lead fixed income Portfolio Manager, Senior Investment Strategist and Proprietary Trader. Mr. Lloyd's previous work experience includes seven years with the Reserve Bank of New Zealand as an economist where he served on its policy-making committee. Mr. Lloyd began his career in 1983 as an international macro-monetary economist and Investment Manager. Mr. Lloyd has authored several exchange and interest rate papers. Mr. Lloyd is a CFA charter holder and has a B.A. in Economics from Massey University and an M.Sc. in Economics from the London School of Economics.

Marathon Asset Management, L.P.: Marathon Asset Management, L.P. (Marathon), located at One Bryant Park, 38th Floor, New York, New York 10036, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Marathon. Lou Hanover, CIO & Co-Managing Partner, Co-Founder of Marathon, has been with Marathon since its founding in 1998. Mr. Hanover oversees Marathon's portfolio managers and their investment activities. His responsibilities also include managing risk on a firm-wide basis, as well as serving as Senior Portfolio Manager for the firm's multi-strategy credit investment funds and separate accounts. Gaby Szpigiel is a Partner & Head of Marathon's Emerging Markets Group. Mr. Szpigiel joined Marathon in September of 2003 and is responsible for asset management of sovereign and corporate credit, local markets and equities (including distressed debt and special situations) across Latin America, Asia, EMEA and the Middle East and Africa. Andrew Szmulewicz is a Managing Director, Portfolio Manager & Strategist in Marathon's Emerging Markets Group. Mr. Szmulewicz joined Marathon in August of 2014 and is responsible for the development of new Emerging Market strategies from a technical perspective. Mr. Szmulewicz spent 9 years at J.P. Morgan Chase prior to joining Marathon.

Neuberger Berman Investment Advisers LLC: Neuberger Berman Investment Advisers LLC (NBIA; and, together with its affiliates, Neuberger Berman), located at 1290 Avenue of the Americas, New York, New York 10104, serves as the Sub-Adviser to the Emerging Markets Debt Fund. Portfolio managers Rob Drijkoningen, Gorky Urquieta, Jennifer Gorgoll, CFA, Raoul Luttik, Nish Popat, Prashant Singh, CFA, Bart van der Made, CFA and Vera Kartseva are responsible for the management of the assets of the Emerging Markets Debt Fund allocated to NBIA. Mr. Drijkoningen, Managing Director, joined Neuberger Berman in 2013. Mr. Drijkoningen is a Co-Head of the Emerging Markets Debt team and Senior Portfolio Manager. Mr. Drijkoningen joined Neuberger Berman after working at ING Investment Management for almost 18 years, most recently as the global Co-Head of the Emerging Markets Debt team. Mr. Drijkoningen earned his Macro-Economics degree from Erasmus University in Rotterdam and has authored numerous articles on emerging markets debt subjects. Mr. Drijkoningen is DSI qualified. Mr. Urquieta, Managing Director, joined Neuberger Berman in 2013. Mr. Urquieta is a Global Co-Head of the Emerging Markets Debt team and Senior Portfolio Manager. Mr. Urquieta joined Neuberger Berman from ING Investment Management where he was most recently global Co-Head of Emerging Markets Debt, responsible for global emerging markets debt external and local currency strategies. Mr. Urquieta joined ING Investment Management in 1997. Mr. Urquieta obtained a B.A. in Business Administration from the Bolivian Catholic University in La Paz, Bolivia, and a Master's degree in Finance from the University of Wisconsin. Ms. Gorgoll, CFA, Managing Director, joined Neuberger Berman in 2013. Ms. Gorgoll is a Co-Lead Portfolio Manager on the Emerging Markets Corporate Debt team responsible for global portfolios investing in high grade and high yield emerging market corporate debt across the regions. Ms. Gorgoll joined Neuberger Berman after working at ING Investment Management, where she was most recently the Head and a Senior Portfolio Manager of the Emerging Markets Corporate Debt team. Ms. Gorgoll started at ING Investment Management in 2002.


58


SEI / PROSPECTUS

Ms. Gorgoll received an M.B.A. with Honors from Columbia Business School with a concentration in Finance and a B.S. in Finance and Insurance from The Honors College at the University of South Carolina. Mr. Luttik, Managing Director, joined Neuberger Berman in 2013. Mr. Luttik is a Senior Portfolio Manager on the Emerging Markets Debt team, responsible for managing Emerging Markets Debt Local Currency strategies. Mr. Luttik joined Neuberger Berman after working at ING Investment Management, where he was a Lead Portfolio Manager within their Emerging Markets team (local currency). Mr. Luttik started at ING Investment Management in 1998. Mr. Luttik acquired a degree in Economics from Rijksuniversiteit Groningen in 1993. In 1997 Mr. Luttik became RBA registered (Register of Investment Analysts) a registration affiliated with the European Federation of Financial Analysts Societies. Mr. Luttik is also DSI qualified. Mr. Popat, Managing Director, joined Neuberger Berman in 2013. Mr. Popat is a Co-Lead Senior Portfolio Manager on the Emerging Markets Corporate Debt team. Mr. Popat joined Neuberger Berman after working at ING Investment Management, where he was most recently a Senior Portfolio Manager on the Emerging Markets Corporate Debt team. Mr. Popat joined ING Investment Management in 2008. Mr. Singh, CFA, Managing Director, joined Neuberger Berman in 2013. Mr. Singh is the Lead Portfolio Manager (Asia) on the Emerging Markets Debt team. Mr. Singh is responsible for managing the emerging markets debt portfolios in the Asia region, focusing on rates and currencies. Mr. Singh joined Neuberger Berman after working at ING Investment Management, where he held a similar role. Mr. Singh joined ING Investment Management in 2003. Mr. Singh graduated from St. Stephen's College, University of Delhi, India with a BS in Mathematics and earned an M.B.A. from the Indian Institute of Management, Ahmedabad, specializing in Finance. Mr. van der Made, CFA, Managing Director, joined Neuberger Berman in 2013. Mr. van der Made is a Senior Portfolio Manager on the Emerging Markets Debt team, responsible for managing Emerging Markets Debt Hard Currency portfolios. Prior to joining Neuberger Berman, Mr. van der Made held various roles at ING Investment Management, most recently since 2009, as Lead Portfolio Manager of Emerging Markets Debt (hard currency). From 2005 onwards, Mr. van der Made was a Senior Portfolio Manager and before that was the Emerging Markets Debt Economist — the role in which he joined in 2000. Mr. van der Made earned a Master's degree in Econometrics from Erasmus University in Rotterdam, and has been awarded the Chartered Financial Analyst designation. Ms. Kartseva, CFA, Senior Vice President, joined Neuberger Berman in 2013. Ms. Kartseva is a Portfolio Manager and Strategist on the Emerging Markets Debt team. In this role, Ms. Kartseva focuses on tactical asset allocation within Emerging Markets Debt. Ms. Kartseva joined the firm from ING Investment Management where she held a similar role, and was also managing an Emerging Markets Debt Opportunities fund, a blended strategy of hard and local currency debt. Prior to that, Ms. Kartseva was a Quantitative Analyst on the Multi-Asset Group of ING Investment Management.

Ninety One UK Ltd.: Ninety One UK Ltd. (Ninety One), located at 55 Gresham Street, London, EC2V 7EL, United Kingdom, serves as a Sub-Adviser to the Emerging Markets Debt Fund. Werner Gey van Pittius and Antoon de Klerk manage the portion of the assets of the Emerging Markets Debt Fund allocated to Ninety One. Mr. Gey van Pittius joined Ninety One in 2003. Mr. Gey van Pittius is the Co-Head of Emerging Markets Sovereign & FX and Co-Portfolio Manager of the Emerging Markets Local Currency strategy. Mr. Gey van Pittius is jointly responsible for all global emerging markets sovereign debt strategies. Mr. de Klerk, having joined the firm in 2005, is a Portfolio Manager on the Emerging Markets Local Currency Debt, Emerging Markets Local Currency Total Return, and African Fixed Income strategies. Messrs. Gey van Pittius and de Klerk are responsible for the Ninety One's Emerging Markets Local Currency Debt strategy.

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC: Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC (Stone Harbor), located at 31 West 52nd Street, 16th Floor, New York, New York 10019, serves as a Sub-Adviser to the Emerging Markets Debt


59


SEI / PROSPECTUS

Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Stone Harbor. The team consists of Peter J. Wilby, CFA; James E. Craige, CFA; David A. Oliver, CFA; Kumaran Damodaran, Ph.D.; William Perry; and Stuart Sclater-Booth. Mr. Wilby, Portfolio Manager of the Emerging Markets Debt Fund, has served as Co-Chief Investment Officer of Stone Harbor since December 2018 and Chief Investment Officer of Stone Harbor from April 2006 to December 2018. He also serves as the Vice-Chairman of Virtus Fixed Income Advisers, LLC since July 1, 2022. Prior to April 2006, Mr. Wilby was the Chief Investment Officer of North American Fixed Income and Senior Portfolio Manager responsible for directing investment policy and strategy for all emerging markets and high yield fixed income portfolios at Citigroup Asset Management. Mr. Craige, Portfolio Manager of the Emerging Markets Debt Fund, has served as Co-Chief Investment Officer of Stone Harbor since December 2018 and a Portfolio Manager at Stone Harbor from April 2006 to December 2018. Prior to April 2006, Mr. Craige was a Managing Director and Senior Portfolio Manager for emerging markets debt portfolios at Salomon Brother Asset Management Inc. Mr. Oliver, Portfolio Manager of the Emerging Markets Debt Fund, has served as a Portfolio Manager at Stone Harbor since June 2008. Prior to joining Stone Harbor in June 2008, Mr. Oliver was a Managing Director in emerging market sales and trading at Citigroup for over five years. Dr. Damodaran has served as a Portfolio Manager at Stone Harbor since July 2015. From 2012 to 2015, Dr. Damodaran served as the Lead Emerging Markets Macro Portfolio Manager at GLG Partners. From 2008 to 2012, Dr. Damodaran was an Executive Vice President and Emerging Markets Portfolio Manager at PIMCO. Prior to PIMCO, he served as a Senior Vice President and Trader in Latin American Local Market Rate Derivatives at Lehman Brothers for over five years. Mr. Perry, Portfolio Manager of the Emerging Markets Debt Fund, has served as a Portfolio Manager at Stone Harbor since September 2012. From 2010 to 2012, Mr. Perry served as an Emerging Markets Portfolio Manager at Morgan Stanley Investment Management. Prior to 2010, Mr. Perry worked in the Global Special Opportunities Group at JPMorgan Chase Securities Inc. for over five years. Mr. Sclater-Booth, Portfolio Manager of the Emerging Markets Debt Fund, has served as a Portfolio Manager at Stone Harbor since September 2014. From 2011 to 2014, Mr. Sclater-Booth served as Head of Emerging Markets and Managing Director at Goldman Sachs. Prior to 2011, Mr. Sclater-Booth worked in Emerging Markets at JPMorgan Chase Securities Inc. for over five years.

The SAI provides additional information about the portfolio managers' compensation, other accounts they manage, and their ownership, if any, of Fund shares.

PURCHASING, EXCHANGING AND SELLING FUND SHARES

The following sections tell you how to purchase, exchange and sell (sometimes called "redeem") Class F Shares of the Funds. The Funds offer Class F 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, please call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

Fund shares may be purchased on any Business Day. Authorized financial institutions and intermediaries may purchase, sell or exchange Class F Shares by placing orders with the Transfer Agent or the Funds' authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. 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


60


SEI / PROSPECTUS

right to refuse any purchase requests, particularly those that the Funds reasonably believe may not be in the best interest 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 four or more "round trips" in a Fund in any twelve-month period). For more information regarding the Funds' policies and procedures related to excessive trading, please see "Frequent Purchases and Redemptions of Fund Shares" below.

You may be eligible to purchase other classes of shares of a Fund. However, you may only purchase a class of shares that your financial institutions or intermediaries sell or service. Your financial institution representative or intermediaries can tell you which class of shares is available to you.

Each Fund calculates its NAV per share 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 per share, generally the Funds (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern Time. A Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

When you purchase, sell or exchange Fund shares through certain financial institutions, you may have to transmit your purchase, sale and exchange 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, redemption and exchange requests for Fund shares. These requests are executed at the next determined NAV per share 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.

You will have to follow the procedures of your financial institution or intermediary for transacting with the Funds. You may be charged a fee for purchasing and/or redeeming Fund shares by your financial institution or intermediary.

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. You may obtain the current NAV of the Fund by calling 1-800-DIAL-SEI.

If a market quotation is readily available for the valuation of Fund investments, then it is valued by the Funds' administrator at current market value in accordance with the Funds' Pricing and Valuation Procedures. The Trust's Board of Trustees has designated SIMC as the Valuation Designee for the Funds pursuant to Rule 2a-5 under the 1940 Act (the "Rule"). The Valuation Designee has the responsibility for the fair value determination with respect to all Fund investments that do not have readily available market quotations or quotations that are no longer reliable. SIMC, in furtherance of the Board's designation, has appointed a committee of SIMC persons to function as the Valuation Designee (the "Committee") and has established a Valuation and Pricing Policy to implement the Rule and the Funds' Valuation and Pricing Policy (together with SIMC's Valuation and Pricing Policy, the "Fair Value Procedures").

As discussed in detail below, the Committee will typically first seek to fair value investments with valuations received from an independent, third-party pricing agent (a "Pricing Service"). If such valuations are not


61


SEI / PROSPECTUS

available or are unreliable, the Committee will seek to obtain a bid price from at least one independent broker or dealer. If a broker or dealer quote is unavailable, the Committee will convene, subject to the Fair Value Procedures, to establish a fair value for the fair value investments.

When valuing portfolio securities, securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on National Association of Securities Dealers Automated Quotations ("NASDAQ") or as otherwise noted below), including securities traded over the counter, are valued 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. Securities traded on NASDAQ are valued at the NASDAQ Official Closing Price.

Redeemable securities issued by open-end investment companies are valued at the investment company's applicable NAV per share, with the exception of ETFs, which are priced as equity securities. These open-end investment company shares are offered in separate prospectuses, each of which describes the process by which the applicable investment company's NAV is determined. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.

Options are valued at the last quoted sales price. If there is no such reported sale on the valuation date, then long positions are valued at the most recent bid price, and short positions are valued at the most recent ask price as provided by a Pricing Service.

Futures and swaps cleared through a central clearing house (centrally cleared swaps) are valued at the settlement price established each day by the board of exchange on which they are traded. The daily settlement prices for financial futures and centrally cleared swaps are provided by a Pricing Service. On days when there is excessive volume, market volatility or the future or centrally cleared swap does not end trading by the time the fund calculates its NAV, the settlement price may not be available at the time at which a fund calculates its NAV. On such days, the best available price (which is typically the last sales price) may be used to value a Fund's futures or centrally cleared swaps position.

If a security's price cannot be obtained, as noted above, or in the case of equity tranches of collateralized loan obligations ("CLOs") or collateralized debt obligations ("CDOs"), the securities will be valued using a bid price from at least one independent broker. If such prices are not readily available, are determined to be unreliable or cannot be valued using the methodologies described above, the Committee will fair value the security using the Fair Value Procedures, as described below.

If available, debt securities, swaps (which are not centrally cleared), bank loans or debt tranches of CLOs/CDOs, such as those held by the Funds, are priced based upon valuations provided by a Pricing Service. Such values generally reflect the last reported sales price if the security is actively traded. The Pricing Service may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations or other methodologies designed to identify the market value for such securities.

On the first day a new debt security purchase is recorded, if a price is not available from a Pricing Service or an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Fair Value Procedures until an independent source can be secured. Securities held by a Fund with remaining maturities of 60 days or less will be valued at their amortized cost. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the security will be valued by an independent broker quote or fair valued by the Committee.


62


SEI / PROSPECTUS

Foreign currency forward contracts are valued at the current day's interpolated foreign exchange rate, as calculated using forward rates provided by a Pricing Service.

The Committee and Funds' administrator, as applicable, reasonably believe that prices provided by Pricing Services are reliable. However, there can be no assurance that such Pricing Service's prices will be reliable. The Committee, who is responsible for making fair value determinations with respect to the Funds' portfolio securities, will, with assistance from the applicable Sub-Adviser, continuously monitor the reliability of readily available market quotations obtained from any Pricing Service and shall promptly notify the Funds' administrator if the Committee reasonably believes that a Pricing Service is no longer a reliable source of readily available market quotations. The Funds' administrator, in turn, will notify the Committee if it reasonably believes that a Pricing Service is no longer a reliable source for readily available market quotations.

The Fair Value Procedures provide that any change in a primary Pricing Service or a pricing methodology for investments with readily available market quotations requires prior approval by the Board. However, when the change would not materially affect the valuation of a Fund's net assets or involve a material departure in pricing methodology from that of the Fund's existing Pricing Service or pricing methodology, ratification may be obtained at the next regularly scheduled meeting of the Board. A change in a Pricing Service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Committee in accordance with certain requirements.

Securities for which market prices are not "readily available" are valued in accordance with Rule 2a-5 and the Fair Value Procedures.

The Committee must monitor for circumstances that may necessitate that a security be valued using Fair Value Procedures, which can include: (i) the security's trading has been halted or suspended, (ii) the security has been de-listed from a national exchange, (iii) the security's primary trading market is temporarily closed at a time when under normal conditions it would be open, (iv) the security has not been traded for an extended period of time, (v) the security's primary pricing source is not able or willing to provide a price, (vi) trading of the security is subject to local government-imposed restrictions, or (vii) a significant event (as defined below). 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 include: (i) the type of security or asset, (ii) the last trade price, (iii) evaluation of the forces that influence the market in which the security is purchased and sold, (iv) the liquidity of the security, (v) the size of the holding in a Fund or (vi) any other appropriate information.

The Committee is responsible for selecting and applying, in a consistent manner, the appropriate methodologies for determining and calculating the fair value of holdings of the Funds, including specifying the key inputs and assumptions specific to each asset class or holding.

The determination of a security's fair value price often involves the consideration of a number of subjective factors and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

With respect to any investments in foreign securities, the Funds use a third-party fair valuation vendor, which provides a fair value for such foreign securities based on certain factors and methodologies (generally involving tracking valuation correlations between the U.S. market and each foreign security). Values from the vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold


63


SEI / PROSPECTUS

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 Funds shall value the foreign securities in their portfolios that exceed the applicable "confidence interval" based upon the adjusted prices provided by the vendor. Additionally, if a local market in which the Funds own securities is closed for one or more days (scheduled or unscheduled) while a Fund is open, and if such securities in a Fund's portfolio exceed the predetermined confidence interval discussed above, then such Fund shall value such securities based on the fair value prices provided by the vendor.

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 a Fund calculates its NAV. The readily available market quotations of such securities may no longer reflect their market value at the time a Fund calculates NAV 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 NAV thereby rendering the readily available market quotations as unreliable. A Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of a Fund's shares may change on days when shareholders will not be able to purchase or redeem Fund shares. A Significant Event may relate to a single issuer or to an entire market sector.

The Committee is primarily responsible for the obligation to monitor for Significant Events as part of the Committee's ongoing responsibility to determine whether a Fund investment is required to be fair valued (i.e., the investment does not have a reliable readily available market quotation). The Committee may consider input from a Fund's service providers, including the Fund's administrator or a Sub-Adviser, if applicable and as appropriate. If the Committee 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 a Fund calculates net asset value, the Committee shall notify the Fund's administrator.

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 of a Fund could harm other shareholders in various ways, including by diluting the value of the shareholders' holdings, increasing Fund transaction costs, disrupting the portfolio management strategy, causing the Funds to incur unwanted taxable gains and forcing the Funds 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). Accordingly, the Board has adopted policies and procedures on behalf of the Funds to deter short-term trading. The 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.


64


SEI / PROSPECTUS

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 in any twelve-month period. A round trip involves the purchase of shares of a Fund and the 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' policies are made uniformly and 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 to identify and deter 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.

The Funds and/or their service providers have entered into agreements with financial intermediaries that require them to provide the Funds and/or their service providers with certain shareholder transaction information to enable the Funds and/or their service providers to review the trading activity in the omnibus accounts maintained by financial intermediaries. The Funds may also delegate trade monitoring to the financial intermediaries. If excessive trading is identified in an omnibus account, the Funds will work with the financial intermediary to restrict trading by the shareholder and may request that the financial intermediary prohibit the shareholder from future purchases or exchanges into the Funds.

Certain of the Funds may be sold to participant-directed employee benefit plans. The Funds' 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 Funds will take such action, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Funds may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

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. Prospective investors should consult their own financial institution or financial intermediary regarding their eligibility to invest in a Fund. The Funds may rely on representations from such financial institutions and financial intermediaries regarding their investor eligibility.


65


SEI / PROSPECTUS

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify and record information that identifies each customer 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. When you open an account on behalf of an entity you will have to provide formation documents and identifying information about beneficial owner(s) and controlling parties. 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 may be required to collect documents to establish and verify your identity.

The Funds will accept investments and your order will be processed at the next determined NAV after receipt of your application in proper form (which includes 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 as well as corresponding tax consequences.

Customer identification and verification are 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 EXCHANGE YOUR FUND SHARES

An authorized financial institution or intermediary may exchange Class F Shares of any Fund for Class F Shares of any other fund of SEI Institutional International Trust on any Business Day by placing orders with the Transfer Agent or the Fund's authorized agent. For information about how to exchange Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. This exchange privilege may be changed or canceled at any time upon 60 days' notice. When you exchange shares, you are really selling shares of one fund and buying shares of another fund. Therefore, your sale price and purchase price will be based on the next calculated NAV after the Funds receive your exchange request. All exchanges are based on the eligibility requirements of the fund into which you are exchanging and any other limits on sales of or exchanges in that fund. Each Fund reserves the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interest of the Fund's other shareholders or if it is deemed possibly disruptive to the management


66


SEI / PROSPECTUS

of the Fund. When a purchase or exchange order is rejected, the Fund will send notice to the prospective investor or the prospective investor's financial intermediary.

HOW TO SELL YOUR FUND SHARES

Authorized financial institutions and intermediaries may sell Fund shares on any Business Day by placing orders with the Transfer Agent or the Funds' authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. For information about how to sell Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. Your authorized financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next determined NAV 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 redemption request on the Business Day following the day on which they receive your request regardless of the method the Funds use to make such payment, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account.

Methods Used to Meet Redemption Obligations

The Funds generally pay sale (redemption) proceeds in cash during normal market conditions. To the extent that a Fund does not have sufficient cash holdings for redemption proceeds, it will typically seek to generate such cash through the sale of portfolio assets. The Funds also operate an interfund lending program that enables a Fund to borrow from another Fund on a temporary basis, which, on a less regular basis, may be used to help a Fund satisfy redemptions. Under stressed or 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 and you will bear the investment risk of the distributed securities until the distributed securities are sold. These methods may be used during both normal and stressed market conditions.

Low Balance Redemptions

A Fund (or its delegate) may, in its discretion, and upon reasonable notice, redeem in full a financial institution, intermediary or shareholder that fails to maintain an investment of at least $1,000 in the Fund. A financial institution, intermediary or shareholder, as applicable, will receive prior notice of a pending redemption using such account's preferred method of communication as reflected on the records of the Trust.

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, as permitted by the Investment Company Act of 1940, as amended, and the


67


SEI / PROSPECTUS

rules and regulations promulgated thereunder. More information about such suspension can be found in the SAI.

Large Redemptions

Large unexpected redemptions to a Fund can disrupt portfolio management and increase trading costs by causing the Fund to liquidate a substantial portion of its assets in a short period of time. Large redemptions may arise from the redemption activity of a single investor, or the activity of a single investment manager managing multiple underlying accounts. In the event of a large unexpected redemption, a Fund may take such steps as implementing a redemption in kind or delaying the delivery of redemption proceeds for up to seven days. Further, the Funds may reject future purchases from that investor or investment manager. An investor or investment manager with a large position in a Fund may reduce the likelihood of these actions if it works with the Fund to mitigate the impact of a large redemption by, for example, providing advance notice to the Fund of a large redemption or by implementing the redemption in stages over a period of time.

Telephone Transactions

Purchasing, selling and exchanging 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.

Unclaimed Property

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property, including mutual fund shares, under various circumstances. Such circumstances include inactivity (i.e., no owner-initiated contact for a certain period), returned mail (i.e., when mail sent to a shareholder is returned by the post office, or "RPO," as undeliverable), or a combination of both inactivity and returned mail. More information on unclaimed property and how to maintain an active account is available through your state.

If you are a resident of certain states, you may designate a representative to receive notice of the potential escheatment of your property. The designated representative would not have any rights to your shares. Please contact your financial intermediary for additional information.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Funds' shares.

The Funds are sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the Funds. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms and may create an incentive for the firm or its associated Financial Advisors to recommend or offer shares of the Funds to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Funds' SAI. You can also ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.


68


SEI / PROSPECTUS

SERVICE OF FUND SHARES

The Funds have adopted a shareholder services plan and agreement (the Service Plan) with respect to Class F Shares that allows such shares to pay service providers a fee in connection with the ongoing servicing of shareholder accounts owning such shares at an annual rate of up to 0.25% of average daily net assets of the Class F Shares. The Service Plan provides that shareholder service fees on Class F Shares will be paid to SIDCo., which may then be used by SIDCo. to compensate financial intermediaries for providing shareholder services with respect to Class F Shares.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Portfolio holdings information for a Fund can be obtained on the Internet at the following address: http://www.seic.com/holdings (the Portfolio Holdings Website). Five calendar days after each month end, 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 who requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the fifth calendar day of the thirteenth month after the date of which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the information disclosed on the Portfolio Holdings website and the Funds' policies and procedures on the disclosure of portfolio holdings information is available in the SAI.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Funds distribute their investment income periodically as dividends to shareholders. It is the policy of the International Equity, Emerging Markets Equity and International Fixed Income Funds to pay dividends at least once annually. It is the policy of the Emerging Markets Debt Fund to pay dividends quarterly. 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 U.S. federal income tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or other retirement account, you generally will not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement.

Each Fund has elected and intends to qualify each year for treatment as a regulated investment company (a RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, a Fund's failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.


69


SEI / PROSPECTUS

At least annually, each Fund intends to 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. Distributions you receive are taxable whether or not you reinvest them. Income distributions, other than distributions of qualified dividend income, and distributions of net short-term capital gains are generally taxable at ordinary income tax rates. Dividends that are qualified dividend income are currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and certain requirements are satisfied by you and by the Fund. Qualified dividend income is, in general, dividends from domestic corporations and from certain eligible foreign corporations that include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and those whose stock is tradable on an established securities market in the United States. 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 tax rate of 20%. It is expected that distributions from the International Fixed Income and Emerging Markets Debt Funds will primarily consist of ordinary income and that distributions from these Funds will not be eligible for the lower tax rates applicable to qualified dividend income. The investment strategies of the International Equity Fund and Emerging Markets Equity Fund may limit their ability to make distributions eligible for the lower tax rates applicable to qualified dividend income.

Because the Funds' income is derived primarily from investments in foreign rather than domestic U.S. securities their distributions are generally not expected to be eligible for the dividends received deduction for corporate shareholders.

A RIC that receives business interest income may pass through its net business interest income for purposes of the tax rules applicable to the interest expense limitations under Section 163(j) of the Code. A RIC's total "Section 163(j) Interest Dividend" for a tax year is limited to the excess of the RIC's business interest income over the sum of its business interest expense and its other deductions properly allocable to its business interest income. A RIC may, in its discretion, designate all or a portion of ordinary dividends as Section 163(j) Interest Dividends, which would allow the recipient shareholder to treat the designated portion of such dividends as interest income for purposes of determining such shareholder's interest expense deduction limitation under Section 163(j). This can potentially increase the amount of a shareholder's interest expense deductible under Section 163(j). In general, to be eligible to treat a Section 163(j) Interest Dividend as interest income, you must have held your shares in a Fund for more than 180 days during the 361-day period beginning on the date that is 180 days before the date on which the share becomes ex-dividend with respect to such dividend. Section 163(j) Interest Dividends, if so designated by a Fund, will be reported to your financial intermediary or otherwise in accordance with the requirements specified by the Internal Revenue Service (IRS).

If a Fund distributes more than its net investment income and net capital gains, the excess generally would be treated as nontaxable return of capital that would reduce your cost basis in your Fund shares and would increase your capital gain or decrease your capital loss when you sell your shares.

If you buy shares when a 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, even though, as an economic matter, the distribution simply constitutes a return of your investment. "Buying a dividend" should be avoided by taxable investors.


70


SEI / PROSPECTUS

Each sale of Fund shares may be a taxable event. Assuming a shareholder holds Fund shares as a capital asset, the gain or loss on the sale of Fund Shares generally will be treated as short-term capital gain or loss if you held the shares for 12 months or less, or a long-term capital gain or loss if you held the shares for longer. Any capital loss arising from the sale of the Fund shares held for six months or less, however, will be treated as long-term capital loss to the extent of the amount of net long-term capital gain dividends that were paid with respect to those shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In such case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their "net investment income," including interest, dividends and capital gains (including capital gains realized on the sale or exchange of shares of a Fund).

Each Fund (or their administrative agents) must report to the IRS and furnish to Fund shareholders the cost basis information for Fund shares. In addition to reporting the gross proceeds from the sale of Fund shares, each Fund (or its administrative agent) is also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of its shares, each Fund (or its administrative agent) will permit shareholders to elect from among several IRS-accepted cost basis methods, including average cost. In the absence of an election, each Fund (or its administrative agent) will use the average cost basis method as the default cost basis method. The cost basis method elected by shareholders (or the cost basis method applied by default) for each sale of a Fund's shares may not be changed after the settlement date of each such sale of a Fund's shares. Shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

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.

If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of stocks and securities of foreign corporations, a Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund, which would allow shareholders to offset some of their U.S. federal income tax. A Fund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

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

Because each shareholder's tax situation is different, you should consult your tax advisor about the tax implications of an investment in the Funds.

The SAI contains more information about taxes.


71


SEI / PROSPECTUS

ADDITIONAL INFORMATION

The Trust enters into contractual arrangements with various parties (including, among others, the Funds' investment adviser, custodian, administrator and transfer agent, accountants and distributor) who provide services to the Funds. Shareholders are not parties to, or intended (or "third-party") beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or any right to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.

This prospectus and the SAI provide information concerning the Trust and the Funds that you should consider in determining whether to purchase shares of the Funds. The Funds may make changes to this information from time to time. Neither this prospectus, the SAI nor any document filed as an exhibit to the Trust's registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Funds and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly (and which may not be waived) by federal or state securities laws.


72


SEI / PROSPECTUS

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about the Class F 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 derived from the Funds' financial statements, which have been audited by KPMG LLP, the Funds' independent registered public accounting firm. Its report, along with each Fund's financial statements, appears in the annual report. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS OR PERIOD ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

    Net Asset
Value,
Beginning
of Year
  Net
Investment
Income
(Loss)(1)
  Net
Realized
and
Unrealized
Gains
(Losses)
on
Investments
  Total
from
Operations
  Dividends
from Net
Investment
Income
  Distributions
from Net
Realized
Gains
  Total
Dividends
and
Distributions
  Net
Asset
Value,
End of
Year
  Total
Return†
  Net Assets
End of
Year
($ Thousands)
  Ratio of
Net
Expenses
to
Average
Net Assets*
  Ratio of
Expenses
to Average
Net Assets
(Excluding
Waivers)**
  Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
  Portfolio
Turnover
Rate†
 

International Equity Fund

     

CLASS F

 
 

2022

   

$

13.57

   

$

0.21

   

$

(3.38

)

 

$

(3.17

)

 

$

(0.23

)

 

$

(1.51

)

 

$

(1.74

)

 

$

8.66

     

(26.82

)%

 

$

3,114,144

     

1.09

%

   

1.09

%

   

1.91

%

   

108

%

 
 

2021

     

10.86

     

0.16

     

2.67

     

2.83

     

(0.12

)

   

     

(0.12

)

   

13.57

     

26.18

     

4,242,911

     

1.08

     

1.08

     

1.19

     

105

   
 

2020

     

10.68

     

0.10

     

0.28

     

0.38

     

(0.20

)

   

     

(0.20

)

   

10.86

     

3.44

     

3,568,373

     

1.11

     

1.11

     

0.94

     

102

   
 

2019

     

11.38

     

0.20

     

(0.75

)

   

(0.55

)

   

(0.15

)

   

     

(0.15

)

   

10.68

     

(4.63

)

   

3,686,195

     

1.10

     

1.10

     

1.92

     

73

   
 

2018

     

11.29

     

0.16

     

0.08

     

0.24

     

(0.15

)

   

     

(0.15

)

   

11.38

     

2.11

     

4,024,987

     

1.09

     

1.09

     

1.35

     

40

   

Emerging Markets Equity Fund

     

CLASS F

 
 

2022

   

$

14.23

   

$

0.14

   

$

(3.96

)

 

$

(3.82

)

 

$

(0.15

)

 

$

(1.08

)

 

$

(1.23

)

 

$

9.18

     

(29.26

)%

 

$

1,229,709

     

1.71

%

   

1.81

%

   

1.21

%

   

93

%

 
 

2021

     

12.06

     

0.11

     

2.14

     

2.25

     

(0.08

)

   

     

(0.08

)

   

14.23

     

18.63

     

1,786,493

     

1.70

     

1.80

     

0.73

     

100

   
 

2020

     

11.21

     

0.05

     

0.93

     

0.98

     

(0.13

)

   

     

(0.13

)

   

12.06

     

8.75

     

1,542,551

     

1.71

     

1.81

     

0.43

     

90

   
 

2019

     

11.47

     

0.10

     

(0.29

)

   

(0.19

)

   

(0.07

)

   

     

(0.07

)

   

11.21

     

(1.64

)

   

1,564,523

     

1.70

     

1.81

     

0.92

     

89

   
 

2018

     

12.32

     

0.08

     

(0.77

)

   

(0.69

)

   

(0.16

)

   

     

(0.16

)

   

11.47

     

(5.71

)

   

1,668,960

     

1.69

     

1.80

     

0.61

     

70

   


73


SEI / PROSPECTUS

    Net Asset
Value,
Beginning
of Year
  Net
Investment
Income
(Loss)(1)
  Net
Realized
and
Unrealized
Gains
(Losses)
on
Investments
  Total
from
Operations
  Dividends
from Net
Investment
Income
  Distributions
from Net
Realized
Gains
  Total
Dividends
and
Distributions
  Net
Asset
Value,
End of
Year
  Total
Return†
  Net Assets
End of
Year
($ Thousands)
  Ratio of
Net
Expenses
to
Average
Net Assets*
  Ratio of
Expenses
to Average
Net Assets
(Excluding
Waivers)**
  Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
  Portfolio
Turnover
Rate†
 

International Fixed Income Fund

     

CLASS F

 
 

2022

   

$

10.37

   

$

0.05

   

$

(1.08

)

 

$

(1.03

)

 

$

(0.08

)

 

$

(0.13

)

 

$

(0.21

)

 

$

9.13

     

(10.15

)%

 

$

410,864

     

1.02

%

   

1.07

%

   

0.53

%

   

47

%

 
 

2021

     

10.46

     

0.03

     

(0.12

)

   

(0.09

)

   

     

^

   

     

10.37

     

(0.83

)

   

485,178

     

1.02

     

1.07

     

0.32

     

65

   
 

2020

     

10.73

     

0.03

     

0.04

     

0.07

     

(0.26

)

   

(0.08

)

   

(0.34

)

   

10.46

     

0.73

     

445,864

     

1.02

     

1.08

     

0.29

     

64

   
 

2019

     

10.27

     

0.04

     

0.88

     

0.92

     

(0.40

)

   

(0.06

)

   

(0.46

)

   

10.73

     

9.28

     

452,150

     

1.02

     

1.07

     

0.42

     

58

   
 

2018

     

10.13

     

0.07

     

0.07

     

0.14

     

     

     

     

10.27

     

1.38

     

438,908

     

1.02

     

1.07

     

0.66

     

71

   

Emerging Markets Debt Fund

     

CLASS F

 
 

2022

   

$

10.06

   

$

0.40

   

$

(2.78

)

 

$

(2.38

)

 

$

(0.16

)

 

$

   

$

(0.16

)

 

$

7.52

     

(24.04

)%

 

$

1,108,531

     

1.36

%

   

1.62

%

   

4.52

%

   

88

%

 
 

2021

     

9.80

     

0.40

     

0.06

     

0.46

     

(0.20

)

   

     

(0.20

)

   

10.06

     

4.71

     

1,433,739

     

1.36

     

1.61

     

3.87

     

91

   
 

2020

     

9.93

     

0.40

     

(0.45

)

   

(0.05

)

   

(0.08

)

   

     

(0.08

)

   

9.80

     

(0.53

)

   

1,374,566

     

1.36

     

1.61

     

4.07

     

95

   
 

2019

     

9.30

     

0.47

     

0.32

     

0.79

     

(0.16

)

   

     

(0.16

)

   

9.93

     

8.51

     

1,483,467

     

1.36

     

1.62

     

4.93

     

114

   
 

2018

     

10.55

     

0.51

     

(1.19

)

   

(0.68

)

   

(0.57

)

   

     

(0.57

)

   

9.30

     

(6.81

)

   

1,451,128

     

1.36

     

1.61

     

5.08

     

80

   

^ Amount represents less than $0.005.

† Returns and portfolio turnover rates are for the period indicated and have not been annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* Includes Fees Paid Indirectly, if applicable. There was no impact to the expense ratios. See Note 5 in Notes to Financial Statements

** See Note 5 in Notes to Financial Statements.

(1) Per share calculated using average shares.

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


74


Investment Adviser

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

Distributor

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

Legal Counsel

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

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

Statement of Additional Information (SAI)

The SAI, dated January 31, 2023, 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, Pennsylvania 19456

By Internet: The Funds make available their SAI and Annual and Semi-Annual Reports, free of charge, on or through the Funds' Website at www.seic.com/fundprospectuses. You can also obtain the SAI, Annual or Semi-Annual Report upon request by telephone or mail.

From the SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may request documents by mail from the SEC, 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 811-05601.

SEI-F-095 (1/23)

seic.com


January 31, 2023

PROSPECTUS

SEI Institutional International Trust

Class I Shares

•  International Equity Fund (SEEIX)

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

Class I Shares of the International Equity Fund are not available for purchase in all states. You may purchase Fund shares only if they registered in your state.

Paper copies of the Fund's shareholder reports are no longer sent by mail, unless you specifically request them from the Fund or from your financial intermediary, such as a broker-dealer or bank. Shareholder reports are available online and you will be notified by mail each time a report is posted on the Fund's website and provided with a link to access the report online.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to inform it that you wish to continue receiving paper copies of your shareholder reports. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-DIAL-SEI. Your election to receive reports in paper will apply to all funds held with the SEI Funds or your financial intermediary.

seic.com


SEI / PROSPECTUS

SEI INSTITUTIONAL INTERNATIONAL TRUST

About This Prospectus

FUND SUMMARY

   

1

   

Investment Goal

   

1

   

Fees and Expenses

   

1

   

Principal Investment Strategies

   

1

   

Principal Risks

   

2

   

Performance Information

   

5

   

Management

   

6

   

Purchase and Sale of Fund Shares

   

7

   

Tax Information

   

7

   
Payments to Broker-Dealers and Other
Financial Intermediaries
   

7

   

MORE INFORMATION ABOUT INVESTMENTS

   

7

   

MORE INFORMATION ABOUT RISKS

   

9

   

Risk Information

   

9

   

More Information About Principal Risks

   

9

   

GLOBAL ASSET ALLOCATION

   

17

   
MORE INFORMATION ABOUT THE FUND'S
BENCHMARK INDEX
   

18

   

INVESTMENT ADVISER

   

18

   

SUB-ADVISERS

   

19

   

Sub-Advisers and Portfolio Managers

   

20

   

PURCHASING AND SELLING FUND SHARES

   

25

   

HOW TO PURCHASE FUND SHARES

   

25

   

Pricing of Fund Shares

   

26

   
Frequent Purchases and Redemptions of
Fund Shares
   

29

   

Foreign Investors

   

30

   
Customer Identification and Verification and
Anti-Money Laundering Program
   

30

   

HOW TO SELL YOUR FUND SHARES

   

31

   

Receiving Your Money

   

31

   

Methods Used to Meet Redemption Obligations

   

31

   

Low Balance Redemptions

   

31

   

Suspension of Your Right to Sell Your Shares

   

32

   

Large Redemptions

   

32

   

Telephone Transactions

   

32

   

Unclaimed Property

   

32

   

DISTRIBUTION OF FUND SHARES

   

32

   

SERVICE OF FUND SHARES

   

33

   
DISCLOSURE OF PORTFOLIO HOLDINGS
INFORMATION
   

33

   

DIVIDENDS, DISTRIBUTIONS AND TAXES

   

33

   

Dividends and Distributions

   

33

   

Taxes

   

33

   

ADDITIONAL INFORMATION

   

35

   

FINANCIAL HIGHLIGHTS

   

36

   
HOW TO OBTAIN MORE INFORMATION ABOUT SEI
INSTITUTIONAL INTERNATIONAL TRUST
 

Back Cover

 

SEI / PROSPECTUS

INTERNATIONAL EQUITY FUND

Fund Summary

Investment Goal

Long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class I Shares

 

Management Fees

   

0.51

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.83

%

 

Total Annual Fund Operating Expenses

   

1.34

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

International Equity Fund — Class I Shares

 

$

136

   

$

425

   

$

734

   

$

1,613

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The


1


SEI / PROSPECTUS

Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

Principal Risks

Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in


2


SEI / PROSPECTUS

issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

Preferred Stock Risk — 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.

Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.


3


SEI / PROSPECTUS

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.


4


SEI / PROSPECTUS

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 20.23% (06/30/2020)
Worst Quarter: -25.35% (03/31/2020)







 

Average Annual Total Returns (for the periods ended December 31, 2022)

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

International Equity Fund — Class I Shares*

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(12/20/1989)
 

Return Before Taxes

   

-16.15

%

   

0.70

%

   

4.11

%

   

3.20

%

 

Return After Taxes on Distributions

   

-16.34

%

   

-0.17

%

   

3.55

%

   

2.36

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-9.24

%

   

0.57

%

   

3.28

%

   

2.41

%

 

MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)

   

-14.45

%

   

1.54

%

   

4.67

%

   

4.27

%

 

* The Fund's Class I Shares commenced operations on January 4, 2002. Therefore, the Fund's average annual total returns for the periods prior to that time are based on the average annual total returns of the Class F Shares, adjusted for the higher expenses of the Class I Shares.


5


SEI / PROSPECTUS

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Rich Carr, CFA

 

Since 2022

 

Portfolio Manager

 

Jason Collins

 

Since 2019

 

Portfolio Manager, Head of Sub-Advised Equity

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 
Acadian Asset
Management LLC
  Brendan O. Bradley
Ryan D. Taliaferro
  Since 2009
Since 2011
  Executive Vice President, Chief Investment Officer
Senior Vice President, Director, Equity Strategies
 
Causeway Capital
Management LLC
  Sarah H. Ketterer
Harry W. Hartford
Jonathan P. Eng
Conor Muldoon, CFA
Alessandro Valentini, CFA
Ellen Lee
Steven Nguyen, CFA
Brian Cho
  Since 2010
Since 2010
Since 2010
Since 2010
Since 2013
Since 2015
Since 2019
Since 2021
  Chief Executive Officer
President
Director
Director
Director
Director
Director
Director
 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust

  Jens Hansen
 
Klaus Petersen, CFA
Claus Juul
Asa Annerstedt
Allan Jensen, CFA, CAIA
Chris Gowlland, CFA
  Since 2021
 
Since 2021
Since 2021
Since 2021
Since 2021
Since 2021
  Managing Director, Chief Investment Officer — Global Equity Team
Managing Director, Senior Portfolio Manager
Vice President, Portfolio Manager
Vice President, Portfolio Manager
Vice President, Portfolio Manager
Senior Vice President, Head of Equity Quantitative Research
 

JOHCM (USA) Inc.

  Christopher Lees, CFA
Nudgem Richyal, CFA
  Since 2020
Since 2020
  Senior Fund Manager
Senior Fund Manager
 

Lazard Asset Management LLC

  Paul Moghtader, CFA
Susanne Willumsen
Taras Ivanenko, CFA
Peter Kashanek
Alex Lai, CFA
Ciprian Marin
  Since 2023
Since 2023
Since 2023
Since 2023
Since 2023
Since 2023
  Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
 

Pzena Investment Management, LLC

  Caroline Cai
 
Allison Fisch
 
John Goetz
 
Rakesh Bordia
  Since 2022
 
Since 2022
 
Since 2022
 
Since 2023
  Managing Principal, Chief Executive Officer and Portfolio Manager
Managing Principal, President and Portfolio Manager
Managing Principal, Co-Chief Investment Officer and Portfolio Manager
Principal and Portfolio Manager
 


6


SEI / PROSPECTUS

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

WCM Investment Management, LLC

  Sanjay Ayer
Paul R. Black
Peter J. Hunkel
Michael B. Trigg
Jon Tringale
  Since 2015
Since 2015
Since 2015
Since 2015
Since 2022
  Portfolio Manager & Business Analyst
Portfolio Manager, CEO
Portfolio Manager & Business Analyst
Portfolio Manager, President
Portfolio Manager
 

Purchase and Sale of Fund Shares

The minimum initial investment for Class I Shares is $100,000 with minimum subsequent investments of $1,000. Such minimums may be waived at the discretion of SIMC. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). You may sell your Fund shares by contacting your authorized financial institution or intermediary directly. Authorized financial institutions and intermediaries may redeem Fund shares on behalf of their clients by contacting the Fund's transfer agent (the Transfer Agent) or the Fund's authorized agent, using certain SEI Investments Company (SEI) or third party systems or by calling 1-800-858-7233, as applicable.

Tax Information

The distributions made by the Fund generally are taxable and will be taxed as qualified dividend income, ordinary income or capital gains. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account, you will generally not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement. You should consult your tax advisor regarding the rules governing your tax-deferred arrangement.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

MORE INFORMATION ABOUT INVESTMENTS

The Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities and certain other instruments.

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.

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


7


SEI / PROSPECTUS

The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. For temporary defensive or liquidity purposes during unusual economic or market conditions, 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 strategies. During such time, the Fund may not achieve its investment goals. The Fund will do so only if SIMC or a Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. Although not expected to be a component of the Fund's principal investment strategies, the Fund may lend its securities to certain financial institutions in an attempt to earn additional income.


8


SEI / PROSPECTUS

MORE INFORMATION ABOUT RISKS

Risk Information

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its goal. SIMC and the Sub-Advisers, as applicable, 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. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation 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 those securities trade. The effect on the Fund's share price of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

Investing in issuers located in foreign countries poses distinct risks because 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 U.S. 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 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 where political turmoil and rapid changes in economic conditions are more likely to occur.

More Information About Principal Risks

The following descriptions provide additional information about some of the risks of investing in the Fund:

Credit — Credit risk is the risk that a decline in the credit quality of an investment could cause the Fund to lose money. The Fund could lose money if the issuer or guarantor of a portfolio security or a counterparty to a derivative contract fails to make timely payment or otherwise honor its obligations. Fixed income securities rated below investment grade (junk bonds) (described above) involve greater risks of default or downgrade and are generally more volatile than investment grade securities. Discontinuation of these payments could substantially adversely affect the market value of the security.

Currency — Currency exchange rates may fluctuate in response to factors extrinsic to that country's economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the 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. The value of the Fund's investments may fluctuate in response to broader macroeconomic risks than if the Fund invested only in U.S. equity securities.


9


SEI / PROSPECTUS

Depositary Receipts — Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, depositary receipts, including American Depositary Receipts, are subject to many of the risks associated with investing directly in foreign securities, which are further described below.

Derivatives — 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. Changes in the market value of a security that is a reference asset for a derivative instrument may not be proportionate to changes in the market value of the derivative instrument itself. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in difficulty in closing the position prior to expiration. Moreover, certain derivative instruments can magnify the extent of losses incurred due to changes in the market value of the securities to which they relate. Some derivative instruments are subject to counterparty risk. A default by the counterparty on its payments to the Fund will cause the value of your investment in the Fund to decrease. The Fund's use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk, counterparty risk and tax risk. Credit risk is described above and leverage risk is described below. The Fund's counterparties to its derivative contracts present the same types of credit risk as issuers of fixed income securities. Lack of availability risk is the risk that suitable derivative transactions, such as roll-forward contracts, may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Counterparty risk is the risk that the counterparty to a derivatives contract, a clearing member used by the Fund to hold a cleared derivative contract, or a borrower of the Fund's securities is unable or unwilling to make timely settlement payments, return the Fund's margin or otherwise honor its obligations. Tax risk is the risk that the use of derivatives may cause the Fund to realize higher amounts of short-term capital gains, or otherwise affect the Fund's ability to pay out dividends subject to preferential rates or the dividends received deduction, thereby increasing the amount of taxes payable by some shareholders. These risks could cause the Fund to lose more than the principal amount invested. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment.

Derivatives are also subject to a number of other risks described elsewhere in this prospectus. Derivatives transactions conducted outside the U.S. may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Derivatives transactions conducted outside the U.S. also are subject to the risks affecting foreign securities, currencies and other instruments, in addition to other risks.

Regulation relating to the Fund's use of derivatives and related instruments, including Rule 18f-4 under the 1940 Act, could potentially limit or impact the Fund's ability to invest in derivatives, limit the Fund's ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and the Fund's performance.

Economic Risk of Global Health Events — The market value of the Fund's investments may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political, and financial conditions or industry or economic trends or developments may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in money policy, increases or decreases in interest rates, war, acts of terrorism,


10


SEI / PROSPECTUS

recessions, or other actual or perceived factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions, and other adverse effects that could negatively impact the Fund's performance. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund's performance and cause losses on your investment in a Fund. Recent examples include pandemic risks related to a coronavirus (COVID-19) The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on the Fund's performance.

Equity Market — Because the Fund 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 a principal risk of investing in the Fund.

Exchange-Traded Funds (ETFs) — ETFs are investment companies whose shares are bought and sold on a securities exchange. The shares of certain ETFs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the net asset value (NAV) of an ETF's shares). For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF's investments, which may be emphasized in less liquid markets. By investing in an ETF, the Fund indirectly bears the proportionate share of any fees and expenses of the ETF in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund's operations. Most ETFs are passively-managed, meaning they 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. Such ETF expenses may make owning shares of the ETF more costly than owning the underlying securities directly. The risks of owning shares of a passively-managed 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.

Leveraged ETFs contain all of the risks that non-leveraged ETFs present. Additionally, to the extent the Fund invests in ETFs that achieve leveraged exposure to their underlying indexes through the use of derivative instruments, the Fund will indirectly be subject to leverage risk, described below. Inverse ETFs seek to provide investment results that match a negative of the performance of an underlying index. Leveraged inverse ETFs seek to provide investment results that match a negative multiple of the performance of an underlying index. To the extent that the Fund invests in leveraged inverse ETFs, the Fund will indirectly be subject to the risk that the performance of such ETF will fall as the performance of that ETF's benchmark rises. Leveraged, inverse and leveraged inverse ETFs often "reset" daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. These investment vehicles may be extremely volatile and can potentially expose the Fund to complete loss of its investment.


11


SEI / PROSPECTUS

Foreign Investment/Emerging and Frontier Markets — The Fund may invest in foreign issuers, including issuers located in emerging and frontier market countries. Investing in issuers located in foreign countries poses distinct risks because 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. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets.

Emerging market countries are those countries that are: (i) characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) included in an emerging markets index by a recognized index provider; or (iii) countries with similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. "Frontier market countries" are a subset of emerging market countries with even smaller national economies. Emerging market countries, and, to an even greater extent, frontier market countries, may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market and frontier 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 and frontier 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 and frontier market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

Frontier countries are a subset of emerging market countries with even smaller national economies. The economies of frontier market countries tend to be less correlated to global economic cycles than the economies of more developed countries and their markets have lower trading volumes and may exhibit greater price volatility and illiquidity. A small number of large investments in these markets may affect these markets to a greater degree than more developed markets. Frontier market countries may also be affected by government activities to a greater degree than more developed countries. For example, the governments of frontier market countries may exercise substantial influence within the private sector or subject investments to government approval, and governments of other countries may impose or negotiate trade barriers, exchange controls, adjustments to relative currency values and other measures that adversely affect a frontier market country. Governments of other countries may also impose sanctions or embargoes on frontier market countries. Although all of these risks are generally heightened with respect to frontier market countries, they also apply to emerging market countries.

Additionally, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may result in the Fund having to sell such prohibited securities at inopportune times. Such prohibited


12


SEI / PROSPECTUS

securities may have less liquidity as a result of such U.S. Government designation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses. In addition, the recent large-scale invasion of Ukraine by Russia and resulting responses, including economic sanctions by the U.S. and other countries against certain Russian individuals and companies could negatively impact the Fund's performance and cause losses on your investment in the Fund.

Forward Contracts — A forward contract, also called a "forward," involves a negotiated obligation to purchase or sell a specific security or currency at a future date (with or without delivery required), 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. Forward contracts are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular security or currency for the Fund's account. Risks associated with forwards may include: (i) an imperfect correlation between the movement in prices of forward contracts and the securities or currencies underlying them; (ii) an illiquid market for forwards; (iii) difficulty in obtaining an accurate value for the forwards; and (iv) the risk that the counterparty to the forward contract will default or otherwise fail to honor its obligation. Because forwards require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Forwards are also subject to credit risk, liquidity risk and leverage risk, each of which is further described elsewhere in this section.

Futures Contracts — Futures contracts, or "futures," provide for the future sale by one party and purchase by another party of a specified amount of a specific security or asset at a specified future time and at a specified price (with or without delivery required). The risks of futures include (i) leverage risk; (ii) correlation or tracking risk; and (iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying assets upon which they are based is magnified. Thus, the Fund may experience losses that exceed losses experienced by funds that do not use futures contracts and which may be unlimited, depending on the structure of the contract.

There may be imperfect correlation, or even no correlation, between price movements of a futures contract and price movements of investments for which futures are used as a substitute or which futures are intended to hedge. Lack of correlation (or tracking) may be due to factors unrelated to the value of the investments being substituted or hedged, such as speculative or other pressures on the markets in which these instruments are traded. Consequently, the effectiveness of futures as a security substitute or as a hedging vehicle will depend in part on the degree of correlation between price movements in the futures and price movements in underlying securities or assets. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. Futures exchanges may impose daily or intra-day price change limits and/or limit the volume of trading. Additionally, government regulation may further reduce liquidity through similar trading restrictions. As a result, the Fund may be unable to close out its futures contracts at a time that is advantageous. If movements in the markets for security futures contracts or the underlying security decrease the value of the Fund's positions in security futures contracts, the Fund may be required to have or make additional funds available to its brokerage firm as margin. If the Fund's account is under the minimum margin requirements set by the exchange or the brokerage firm, its position may be liquidated at a loss, and the Fund will be liable for the deficit, if any, in its account. The Fund may also experience losses due to systems failures or inadequate system back-up or procedures at the brokerage firm(s) carrying the Fund's positions. The successful use of futures depends upon a variety of factors, particularly the ability of SIMC or the Sub-Advisers to predict movements of the underlying securities


13


SEI / PROSPECTUS

markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular futures strategy adopted will succeed.

Investment Style — Investment style risk is the risk that the Fund's investment in certain securities in a particular market segment pursuant to its particular investment strategy may underperform other market segments or the market as a whole.

Leverage — Certain Fund transactions, such as derivatives or reverse repurchase agreements, may give rise to a form of leverage. The use of leverage can amplify the effects of market volatility on the Fund's share price and make the Fund's returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities. Rule 18f-4 under the 1940 Act requires, among other things, that the Fund either use derivatives in a limited manner or comply with an outer limit on fund leverage risk based on one of two value-at-risk (VaR) tests. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet the applicable requirements of the 1940 Act and the rules thereunder.

LIBOR Replacement — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates. The publication of LIBOR on a representative basis ceased for the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021, and is expected to cease for the remaining U.S. dollar LIBOR settings immediately after June 30, 2023. The elimination of the LIBOR may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve's Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Fund. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

Liquidity — Liquidity risk exists when particular investments are difficult to purchase or sell. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. The Fund's investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities.

Long/Short Strategy — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns. In addition, the Fund may gain enhanced long exposure to certain


14


SEI / PROSPECTUS

financial instruments (i.e., obtain investment exposure that exceeds the amount directly invested in those assets, a form of leverage) and, under such circumstances, will lose more money in market environments that are adverse to its long positions than funds that do not employ such leverage. As a result, such investments may give rise to losses that exceed the amount invested in those assets.

Market — The Fund is subject to market risk, which is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the market as a whole.

Options — An option is a contract between two parties for the purchase and sale of a financial instrument for a specified price at a specified date. Unlike a futures contract, an option grants the purchaser, in exchange for a premium payment, a right (not an obligation) to buy or sell a financial instrument. 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. The seller of an uncovered call (buy) option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of paying an entire premium in the call option without ever getting the opportunity to execute the option. The seller (writer) of a covered put (sell) option (e.g., the writer has a short position in the underlying security) will suffer a loss if the increase in the market price of the underlying security is greater than the premium received from the buyer of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of paying an entire premium in the put option without ever getting the opportunity to exercise the option. An option's time value (i.e., the component of the option's value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the buyer at various times prior to its expiration date, the buyer's ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of a transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the "style" of the option.

Participation Notes (P-Notes) — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Portfolio Turnover — 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, which may affect the Fund's performance.

Preferred Stock — Preferred stocks involve credit risk and certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip distributions (in the case of "non-cumulative" preferred stocks) or defer distributions (in the case of "cumulative" preferred stocks). If the Fund owns a


15


SEI / PROSPECTUS

preferred stock on which distributions are deferred, the Fund may nevertheless be required to report income for tax purposes while it is not receiving distributions on that security. Preferred stocks are subordinated to bonds and other debt instruments in a company's capital structure in terms of priority to corporate income and liquidation payments and therefore will be subject to greater credit risk than those debt instruments.

Quantitative Investing — A quantitative investment style generally involves the use of computers to implement a systematic or rules-based approach to selecting investments based on specific measurable factors. Due to the significant role technology plays in such strategies, they carry the risk of unintended or unrecognized issues or flaws in the design, coding, implementation or maintenance of the computer programs or technology used in the development and implementation of the quantitative strategy. These issues or flaws, which can be difficult to identify, may result in the implementation of a portfolio that is different from that which was intended, and could negatively impact investment returns. Such risks should be viewed as an inherent element of investing in an investment strategy that relies heavily upon quantitative models and computerization. Utility interruptions or other key systems outages also can impair the performance of quantitative investment strategies.

Reallocation — In addition to managing the Fund, SIMC constructs and maintains strategies (Strategies) for certain clients, and the Fund is designed in part to implement those Strategies. Within the Strategies, SIMC periodically adjusts the target allocations among the Fund and other funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Fund and other funds. Because a significant portion of the assets in the Fund may be composed of investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Fund. Although reallocations are intended to benefit investors that invest in the Fund through the Strategies, they could in certain cases have a detrimental effect on the Fund, including by increasing portfolio turnover (and related transactions costs), disrupting the portfolio management strategy, and causing the Fund to incur taxable gains. SIMC seeks to manage the impact to the Fund resulting from reallocations in the Strategies.

Securities Lending — The Fund may lend its securities to certain financial institutions in an attempt to earn additional income. The Fund may lend their portfolio securities to brokers, dealers and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights, including voting rights, in the loaned securities during the term of the loan or delay in recovering loaned securities if the borrower fails to return them or becomes insolvent. The Fund that lends its securities may pay lending fees to a party arranging the loan.

Short Sales — Short sales are transactions in which the Fund sell a security it does not own. To complete a short sale, the Fund must borrow the security to deliver to the buyer. The Fund is then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the Fund, and the Fund will incur a loss if the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security. In addition, until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. Certain' investment strategies of reinvesting proceeds received from selling securities short may effectively create leverage, which can amplify the effects of market volatility on the Fund's share price and make the Fund's returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in


16


SEI / PROSPECTUS

the value of the Fund's portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy their obligations. Pursuant to its particular investment strategy, a Sub-Adviser may have a net short exposure in the portfolio of assets allocated to the Sub-Adviser.

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 companies, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements. 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 may 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 established companies or the market averages in general. Further, smaller companies may have less publicly available information and, when available, it may be inaccurate or incomplete.

Structured Securities — A structured security is a type of instrument designed to offer a return linked to particular underlying securities, currencies, or markets. The Fund's investment in structured securities involves the same risks associated with direct investments in the underlying securities or other instruments they seek to replicate, as well as additional risks. Structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities. Structured securities are also subject to the risk that the issuer of the structured securities may fail to perform its contractual obligations. Certain issuers of structured products may be deemed to be investment companies as defined in the Investment Company Act of 1940, as amended (Investment Company Act). As a result, the Portfolio's investments in structured securities may be subject to the limits applicable to investments in other investment companies.

Warrants — The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Fund will lose their entire investment in such warrant.

GLOBAL ASSET ALLOCATION

The Fund and other funds managed by SIMC are used within the Strategies that SIMC constructs and maintains for certain clients (Strategy Clients). The Fund is designed in part to be used as a component within those Strategies. The degree to which a Strategy Client's portfolio is invested in the particular market segments and/or asset classes represented by the Fund and other funds varies. SIMC believes that an investment in a portfolio of funds representing a range of asset classes as part of a Strategy may reduce the Strategy's overall level of volatility.

Within the Strategies, SIMC periodically adjusts the target allocations among the Fund and other funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Fund and other funds. Because a significant portion of the assets in the Fund and other funds may be attributable to investors in Strategies controlled or influenced by SIMC,


17


SEI / PROSPECTUS

this reallocation activity could result in significant purchase or redemption activity in the Fund. Although reallocations are intended to benefit investors that invest in the Fund through the Strategies, they could, in certain cases, have a detrimental effect on the Fund. Such detrimental effects could include: transaction costs, capital gains and other expenses resulting from an increase in portfolio turnover; and disruptions to the portfolio management strategy, such as foregone investment opportunities or the inopportune sale of securities to facilitate redemptions.

MORE INFORMATION ABOUT THE FUND'S BENCHMARK INDEX

The following information describes the index referred to in the Performance Information section of this prospectus.

The Morgan Stanley Capital International (MSCI) Europe, Australasia and the Far East (EAFE) Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of developed market countries in Europe, Australasia and the Far East.

INVESTMENT ADVISER

SIMC, a Securities and Exchange Commission (SEC) registered investment adviser, located at One Freedom Valley Drive, Oaks, PA 19456, serves as the investment adviser to the Fund. As of September 30, 2022, SIMC had approximately $171.43 billion in assets under management.

The Fund is managed by SIMC and one or more Sub-Advisers. SIMC acts as a "manager of managers" of the Fund and, subject to the oversight of the Board of Trustees of the Trust (Board), is responsible for:

— researching and recommending to the Board, the hiring, termination and replacement of Sub-Advisers;

— allocating, on a continuous basis, assets of the Fund among the Sub-Advisers (to the extent the Fund has more than one Sub-Adviser);

— monitoring and evaluating each Sub-Adviser's performance;

— overseeing the Sub-Advisers to ensure compliance with the Fund's investment objectives, policies and restrictions; and

— monitoring each Sub-Adviser's adherence to its investment style.

SIMC acts as manager of managers for the Fund pursuant to an exemptive order obtained from the SEC. The exemptive order permits SIMC, with the approval of the Board, to retain unaffiliated sub-advisers for the Fund without submitting the sub-advisory agreements to a vote of the applicable Fund's shareholders. Among other things, the exemptive order permits the non-disclosure of amounts payable by SIMC under a particular sub-advisory agreement, but instead requires SIMC to disclose the aggregate amount of sub-advisory fees paid by SIMC with respect to the Fund. In accordance with a separate exemptive order that the Trust and SIMC have obtained from the SEC, the Board may approve a new sub-advisory agreement or a material amendment to an existing sub-advisory agreement at a meeting that is not in person, subject to certain conditions, including that the Trustees are able to participate in the meeting using a means of communication that allows them to hear each other simultaneously during the meeting. As a manager of managers, SIMC is ultimately responsible for the investment performance of the Fund. The Board supervises SIMC and the Sub-Advisers and establishes policies that they must follow in their management activities.


18


SEI / PROSPECTUS

SIMC sources, analyzes, selects and monitors a wide array of Sub-Advisers across multiple asset classes. Differentiating manager skill from market-generated returns is one of SIMC's primary objectives, as it seeks to identify Sub-Advisers that can deliver attractive investment results. SIMC believes that a full assessment of qualitative as well as quantitative factors is required to identify truly skilled managers. In carrying out this function, SIMC forms forward-looking expectations regarding how a Sub-Adviser will execute a given investment mandate; defines environments in which the strategy is likely to outperform or underperform; and seeks to identify the relevant factors behind a Sub-Adviser's performance. It also utilizes this analysis to identify catalysts that would lead SIMC to reevaluate its view of a Sub-Adviser.

SIMC then constructs a portfolio that seeks to maximize the risk-adjusted rate of return by finding a proper level of diversification between sources of excess return (at an asset class level) and the investment managers implementing them. The allocation to a given investment manager is based on SIMC's analysis of the manager's particular array of alpha sources, the current macroeconomic environment, expectations about the future macroeconomic environment, and the level of risk inherent in a particular manager's investment strategy. SIMC measures and allocates to Sub-Advisers based on risk allocations in an attempt to ensure that one manager does not dominate the risk of a multi-manager, multi-return-source fund.

The following portfolio managers are primarily responsible for the management and oversight of the Fund, as described above.

Rich Carr, CFA, serves as a Portfolio Manager for the International Equity Fund. Mr. Carr serves as a Portfolio Manager within SIMC's Investment Management Unit where he is responsible for the management of international developed markets equity funds. Previously, Mr. Carr was a Director on SEI's Manager Research team where he led the due diligence and selection process for SEI's equity fund management and separate account business. Prior to joining SEI, he worked at MFP Strategies where he managed the firm's investment process and was responsible for asset-class valuation research and investment manager due diligence. Before MFP Strategies, Mr. Carr worked for Brinker Capital where he was responsible for portfolio management and investment manager due diligence. He earned his Bachelor of Science in Finance and a minor in Economics from the University of Delaware. Mr. Carr is a CFA charterholder and a member of the CFA Institute and the CFA Society of Philadelphia.

Jason Collins serves as Portfolio Manager for the International Equity Fund. Mr. Collins is the global head of Equity Portfolio Management and the Head of the U.K. Investment Management Unit. Mr. Collins is also a Senior Portfolio Manager responsible for U.K. and European equity funds. Mr. Collins joined SEI in 2009 and coordinates resources and investment strategy for all equity portfolios. Previously, he served as Head of Equity in the London office and, most recently, as Head of Portfolio Management in London, overseeing both equity and fixed-income strategies. Prior to his employment with SEI, Mr. Collins was a founding partner of Maia Capital Partners—a specialist multi-manager investment firm providing multi-asset unit trusts to U.K. retail investors. Before founding Maia Capital, Mr. Collins was a Portfolio Manager at Fidelity International, and, prior to joining Fidelity, he spent over nine years at Skandia as head of Investment Research. Mr. Collins earned his Bachelor of Arts in financial services, with honors, from Bournemouth University and is a member of the CFA society.

SUB-ADVISERS

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. Each Sub-Adviser must also operate within the Fund's investment objective, restrictions and policies, and within specific guidelines and instructions established by SIMC from


19


SEI / PROSPECTUS

time to time. Each Sub-Adviser is responsible for managing only the portion of the Fund allocated to it by SIMC, and Sub-Advisers may not consult with each other concerning transactions for the Fund. SIMC pays the Sub-Advisers out of the investment advisory fees it receives (as described below).

For the fiscal year ended September 30, 2022, SIMC received investment advisory fees as a percentage of the Fund's average daily net assets, at the following annual rate:

    Investment
Advisory Fees
  Investment
Advisory Fees
After Fee Waivers
 

International Equity Fund

   

0.51

%

   

0.51

%

 

A discussion regarding the basis of the Board's approval of the Fund's investment advisory and/or sub-advisory agreements is available in the Fund's Semi-Annual Report, which covers the period of October 1, 2021 through March 31, 2022, and the Fund's Annual Report, which covers the period of October 1, 2021 to September 30, 2022.

SIMC has registered with the National Futures Association as a "commodity pool operator" under the Commodities Exchange Act (CEA) with respect to certain products not included in this prospectus. SIMC has claimed, on behalf of the Fund in accordance with CFTC Regulation 4.5 and other relevant rules, regulations and no-action relief, an exclusion from the definition of the term "commodity pool operator" under the CEA. SIMC is therefore not subject to regulation as a pool operator under the CEA with regard to the operation of the Fund.

Sub-Advisers and Portfolio Managers

Acadian Asset Management LLC: Acadian Asset Management LLC (Acadian), located at 260 Franklin Street, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Acadian. Brendan O. Bradley, Ph.D., Executive Vice President, Chief Investment Officer, serves as lead Portfolio Manager to the International Equity Fund. Mr. Bradley joined Acadian in 2004 and previously served as the firm's director of portfolio management, overseeing portfolio management policy, and was also previously the director of Acadian's Managed Volatility strategies. Mr. Bradley is a member of the Acadian Board of Managers and Executive Committee. Ryan D. Taliaferro, Senior Vice President, Director, Equity Strategies, serves as lead Portfolio Manager to the International Equity Fund. Mr. Taliaferro joined Acadian in 2011 and was previously a faculty member in the finance unit at Harvard Business School, where he taught corporate finance and asset pricing.

Causeway Capital Management LLC: Causeway Capital Management LLC (Causeway), located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, California 90025, serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. The following team of portfolio managers manages the portion of the International Equity Fund's assets allocated to Causeway. Sarah H. Ketterer is the Chief Executive Officer of Causeway and co-founded Causeway in June 2001. Ms. Ketterer is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Ms. Ketterer has a B.A. in Economics and Political Science from Stanford University and an M.B.A. from the Amos Tuck School, Dartmouth College. Harry W. Hartford is the President of Causeway and co-founded Causeway in June 2001. Mr. Hartford is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies.


20


SEI / PROSPECTUS

Mr. Hartford has a B.A., with honors, in Economics from the University of Dublin, Trinity College, and an M.Sc. in Economics from Oklahoma State University, and is a Phi Kappa Phi member. Jonathan P. Eng is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Eng joined the firm in July 2001. Mr. Eng has a B.A. in History and Economics from Brandeis University and an M.B.A. from the Anderson Graduate School of Management at UCLA. Conor Muldoon, CFA, is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Muldoon joined the firm in June 2003. Mr. Muldoon has a B.Sc. and an M.A. from the University of Dublin, Trinity College and an M.B.A., with high honors, from the University of Chicago. Mr. Muldoon was inducted into the Beta Gamma Sigma honors society and is also a CFA charterholder. Alessandro Valentini is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Valentini joined the firm in July 2006 as a Research Associate and was promoted to Portfolio Manager in April 2013. Mr. Valentini has an M.B.A. from Columbia Business School, with honors, an M.A. in Economics from Georgetown University and a B.S., magna cum laude, from Georgetown University. Mr. Valentini is a CFA charterholder. Ellen Lee is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Ms. Lee joined the firm in August 2007 as a Research Associate and was promoted to Portfolio Manager in January 2015. Ms. Lee has an M.B.A. from the Stanford Graduate School of Business and a B.A. in Business Administration from Seoul National University. Steven Nguyen, CFA, is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Nguyen joined the firm in April 2012 as a Research Associate and was promoted to Portfolio Manager in January 2019. Mr. Nguyen has M.B.A., with honors, from the UCLA Anderson School of Management and a B.A. in Business Economics from Brown University. Brian Cho is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Cho joined the firm in September 2013 as a Research Associate and was promoted to Portfolio Manager in January 2021. Mr. Cho earned a B.S. in management science from Massachusetts Institute of Technology.

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust: Delaware Investments Fund Advisers (DIFA), a series of Macquarie Investment Management Business Trust (MIMBT), located at 610 Market Street, Philadelphia, Pennsylvania 19106, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to DIFA. MIMBT is a subsidiary of Macquarie Management Holdings, Inc. (MMHI). DIFA is responsible for day-to-day portfolio management of its portion of the Fund but may delegate certain of its duties to its affiliates, Macquarie Investment Management Global Limited (MIMGL). MIMGL is located at 50 Martin Place, Sydney, Australia 2000. DIFA and MIMGL are each U.S. registered investment advisers and are subsidiaries of Macquarie Group Limited. Jens Hansen heads the firm's Global Equity team and is a Portfolio Manager for the team's strategies. He joined Macquarie Asset Management (MAM) in June 2018. Mr. Hansen has been a Portfolio Manager since 2001. Mr. Hansen started his career in 1982 with Spar Nord Bank, where he worked as an analyst and trader of bonds, equities, and derivatives. In 1994, he joined Nykredit Bank, where he worked as a bond trader. Mr. Hansen attended the Aarhus School of


21


SEI / PROSPECTUS

Business where he gained a graduate diploma in business administration within finance and international trade. Klaus Petersen is a Senior Portfolio Manager for the firm's Global Equity team. He joined MAM in June 2018. Mr. Petersen has been a Portfolio Manager since 2006. Previously, he worked for ATP, Denmark's largest pension fund, beginning in 1999 as a Senior Portfolio Manager and later in the role as team leader of the technology, media, and telecommunications (TMT) team. He joined Codan Bank in 1996, first as a Senior Sales Analyst and later as a Senior Portfolio Manager. Between 1988 and 1996, Mr. Petersen worked for various brokers as an Equity Sales Analyst. He started his career in 1984 as an administrator of pension pools at Faellesbanken in Denmark. Mr. Petersen attended the Copenhagen Business School where he gained a graduate diploma in business administration (financial and management accounting). Claus Juul is a Portfolio Manager for the firm's Global Equity team. He joined MAM in June 2018. Mr. Juul has been a portfolio manager since 2004. Prior to that, he was an Equity Analyst at Spar Nord Bank before becoming Vice President of the research department in 2001. He started his career in 1998 with Sydbank as an Equity Analyst. He attended the Aarhus School of Business where he gained a master's degree in economics and business administration. Åsa Annerstedt is a Portfolio Manager for the firm's Global Equity team. She joined MAM in June 2018. Ms. Annerstedt has been a Portfolio Manager since 2013. Previously, she was a member of the investment committee of a European Union fund dedicated to the financing of companies. Between 1999 and 2009, Ms. Annerstedt managed award-winning European Small Cap and Global Equity portfolios at SEB Asset Management in Denmark. She started her career in 1996 as a business controller and consultant in Sweden. Ms. Annerstedt attended Ecole Supérieur de Commerce in Paris and Marseille and earned a master's degree in finance and international trade from Lund University in Sweden. Allan Saustrup Jensen joined MAM in May 2020 as a Portfolio Manager for the firm's Global Equity team. He has more than 20 years of experience in the asset management industry. Prior to joining MAM, he spent five years at European Capital Partners as a fund manager. From 2010 to 2015, Mr. Jensen was a trader at European Value Partners. Prior to that, he spent four years at UBS Wealth Management as a Portfolio Manager. He began his investment career at Nordea Bank. Mr. Jensen attended Copenhagen Business School where he earned a Graduate Diploma in finance. Chris Gowlland is the Head of Equity Quantitative Research, a role he assumed in July 2019. As part of his role, he also serves as Portfolio Manager for certain portfolios managed by the Global Equity team and for several different strategies in the firm's multi-asset class offerings. Previously, Mr. Gowlland was a Senior Quantitative Analyst for the firm's equity department. Prior to joining MAM in May 2007, he spent seven years working in fundamental equity research and corporate finance for Morgan Stanley and Commerzbank Securities, followed by two years as a quantitative strategist at Morgan Stanley and at State Street Global Markets. Mr. Gowlland holds a bachelor's degree in Chinese and Spanish from the University of Leeds (U.K.), a master's degree in development studies from Brown University, and another master's degree in international management from Thunderbird. He also spent several years in a Ph.D. program in political economy at Harvard University. Mr. Gowlland is a member of the CFA Institute, the CFA Society New York, the CFA Society of Philadelphia, and the Society of Quantitative Analysts.

JOHCM (USA) Inc.: JOHCM (USA) Inc. (JOHCM), located at 53 State Street Suite 1302, 13th Floor Boston, MA 02109, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to JOHCM. Christopher Lees, CFA, Senior Fund Manager, joined JOHCM in 2008 and is Senior Fund Manager of JOHCM's Global and International Equity Strategies. Prior to joining JOHCM in 2008, Mr. Lees spent over 19 years at Baring Asset Management ("Baring"), most recently as Head of the firm's Global Sector Teams. In addition to this role, Mr. Lees was Baring's Lead Global High Alpha Manager and Lead Manager for the strong performing EAFE portfolios. Prior to Baring, Mr. Lees held positions as Senior Portfolio Manager, US Equity Team in Boston and as an Analyst in the UK Stock Selection, as well as the firm's Global Asset Allocation team. Mr. Lees is a CFA


22


SEI / PROSPECTUS

charterholder and holds a Bachelor of Science (Hons) in Geography from University of London. Nudgem Richyal, CFA, is a Senior Fund Manager working closely with Mr. Lees in the management of JOHCM's Global and International Select Equity strategies. Additionally, he is the Senior Fund Manager for JOHCM's Global Sharia Equity Strategy. Prior to joining JOHCM, Mr. Richyal was an Investment Director within the Global Equity Group of Baring (working closely with Mr. Lees since July 2001). Mr. Richyal is a CFA charterholder and holds a first class Bachelor of Science (Hons) in Chemistry from the University of Manchester.

Lazard Asset Management LLC: Lazard Asset Management LLC (Lazard), located at 30 Rockefeller Plaza, New York, New York 10112, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Lazard. Paul Moghtader is a Managing Director and Portfolio Manager/Analyst, leading Lazard's Equity Advantage team. He began working in the investment field in 1992. Prior to joining Lazard in 2007, Mr. Moghtader was Head of the Global Active Equity Group and a Senior Portfolio Manager at State Street Global Advisors (SSgA). At SSgA he was the senior manager responsible for the research and portfolio management of all multi-regional active quantitative equity strategies. Previously, he was an analyst at State Street Bank. He began his career at Dain Bosworth as a research assistant. Mr. Moghtader has a Master of Management (MM) from Northwestern University and a BA in Economics from Macalester College. Mr. Moghtader is a CFA® charterholder. Susanne Willumsen is a Managing Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. She began working in the investment field in 1993. Prior to joining Lazard in 2008, Ms. Willumsen was Managing Director, Head of Active Equities Europe with SSgA. During her 13 year tenure at SSgA, she was responsible for the research and portfolio management of all UK and European equity strategies. Prior to joining SSgA, Ms. Willumsen traded equity derivatives for the proprietary desk at Investcorp. She received an MSc in Shipping, Trade and Finance from City University and a BSc in Management Studies from the University of Surrey. Taras Ivanenko is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 1995. Prior to joining Lazard in 2007, Mr. Ivanenko was a Senior Portfolio Manager in the Global Active Equity group at SSgA. Earlier at SSgA, he was a Principal and Senior Application Development Architect in the Equity Systems group. Previously, he was an analyst in Quantitative Research and Trading Systems at Oxbridge Research. He has a PhD in Physics from Massachusetts Institute of Technology and an Engineer-Physicist degree from Moscow Physical-Technical Institute. Mr. Ivanenko is a CFA® charterholder. Peter Kashanek is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. Mr. Kashanek began working in the investment field in 1994. Prior to joining Lazard in 2007, Mr. Kashanek was a Principal and a Portfolio Manager in the Global Active Equity group at SSgA. Previously, he was an investment analyst in the Institutional Equity Research Group at Bank of Montreal where he focused on global energy companies. Prior to that, he was an Associate in the Global Equity Research Group at Deutsche Bank Securities. Mr. Kashanek also worked at Reliant Energy in Houston as a member of its Corporate Development team. He has an MBA with a concentration in Finance from Vanderbilt University and a BA in Government from St. Lawrence University. Alex Lai is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 2002. Prior to joining Lazard in 2008, Mr. Lai was a Vice President and Quantitative Portfolio Manager in the Global Active Equity group at SSgA. Prior to that, Mr. Lai was an investment-banking analyst at Lehman Brothers Asia in Hong Kong. He has an MSc in Finance from Boston College and a BBA (Hons) in Finance and Accounting from the University of Michigan, Ann Arbor. He is a CFA® charterholder. Ciprian Marin is a Director of Quantitative Research and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 1997. Prior to joining Lazard in 2008, Mr. Marin was a Senior Portfolio Manager at SSgA, managing European, UK and Global funds. He was also responsible for quantitative research on the European team of the Global Active Equity Group. Prior to


23


SEI / PROSPECTUS

joining SSgA, he was a Quantitative Analyst at Citigroup where he focused on developing stock selection models, statistical arbitrage trading strategies and factor research. Previously, Mr. Marin was a quantitative research associate at Nikko Salomon Smith Barney. He has an MBA in Finance from the International University of Japan and a BS in International Economics from the Academy of Economic Studies Bucharest. He is a Certified Investment Adviser (UK).

Pzena Investment Management, LLC: Pzena Investment Management, LLC (Pzena), located at 320 Park Avenue, 8th Floor, New York, NY 10022, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Pzena. Caroline Cai, CFA, is a Managing Principal, the Chief Executive Officer, a Portfolio Manager, and a member of the firm's Executive Committee. Ms. Cai is a co-portfolio manager for the Global, International, and Emerging Markets strategies, and the Financial Opportunities service. Ms. Cai became a member of the firm in 2004. Prior to joining Pzena, Ms. Cai was a senior analyst at AllianceBernstein LLP, and a business analyst at McKinsey & Company. She earned a B.A. summa cum laude in Math and Economics from Bryn Mawr College. Ms. Cai holds the Chartered Financial Analyst® designation. Allison Fisch is a Managing Principal, the President, a Portfolio Manager and a member of the firm's Executive Committee. Ms. Fisch became a member of the firm in 2001 and helped to launch the Emerging Markets strategy in 2008, on which she has been a co-portfolio manager since inception. She joined the International portfolio management team in 2016. Ms. Fisch also co-managed the International Small Cap Value and oversaw Global Best Ideas from 2017 to 2022. She was promoted to President in 2023. Prior to joining Pzena, Ms. Fisch was a business analyst at McKinsey & Company. She earned a B.A. summa cum laude in Psychology and a minor in Drama from Dartmouth College. John P. Goetz is a Managing Principal, the Co-Chief Investment Officer, a Portfolio Manager, and a member of the firm's Executive Committee. Mr. Goetz is a co-portfolio manager for the Global, International, European and Japan Focused Value strategies. He also previously served as the Director of Research and was responsible for building and training the research team. Mr. Goetz became a member of the firm in 1996. Prior to joining Pzena, Mr. Goetz held a range of key positions at Amoco Corporation, his last as the Global Business Manager for Amoco's $1 billion polypropylene business where he had bottom-line responsibility for operations and development worldwide. Prior positions included strategic planning, joint venture investments, and project financing in various oil and chemical businesses. Before joining Amoco, Mr. Goetz had been employed by The Northern Trust Company and Bank of America. He earned a B.A. summa cum laude in Mathematics and Economics from Wheaton College and an M.B.A from the Kellogg School at Northwestern University. Rakesh Bordia is a Principal and a Portfolio Manager. Mr. Bordia is a co-portfolio manager for the Emerging Markets and International strategies. Mr. Bordia became a member of the firm in 2007. Prior to joining Pzena Investment Management, Mr. Bordia was a principal at Booz Allen Hamilton focusing on innovation and growth strategies, and a software engineer at River Run Software Group. He earned a Bachelor of Technology in Computer Science and Engineering from the Indian Institute of Technology, Kanpur, India and an M.B.A. from the Indian Institute of Management, Ahmedabad, India.

WCM Investment Management, LLC: WCM Investment Management, LLC (WCM), located at 281 Brooks Street, Laguna Beach, California 92651, serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to WCM. Sanjay Ayer serves as Portfolio Manager and Business Analyst at WCM and has been with the firm since 2007. Mr. Ayer's primary responsibilities are portfolio management and equity research. Paul R. Black serves as Portfolio Manager and Co-CEO at WCM, and has been with the firm since 1989. Mr. Black's primary responsibilities are portfolio management and equity research. Peter J. Hunkel serves as Portfolio Manager and Business Analyst at WCM and has been with the firm since 2007.


24


SEI / PROSPECTUS

Mr. Hunkel's primary responsibilities are portfolio management and equity research. Michael B. Trigg serves as Portfolio Manager and President at WCM and has been with the firm since 2006. Mr. Trigg's primary responsibilities are portfolio management and equity research. Jon Tringale serves as Portfolio Manager at WCM, and has been with the firm since 2015. Mr. Tringale's primary responsibility is portfolio management.

The SAI provides additional information about the portfolio managers' compensation, other accounts they manage, and their ownership, if any, of Fund shares.

PURCHASING AND SELLING FUND SHARES

The following sections tell 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

Fund shares may be purchased on any Business Day. Authorized financial institutions and intermediaries may purchase or sell Class I Shares by placing orders with the Transfer Agent or the Fund's authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. 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 four or more "round trips" in a fund in any twelve-month period). For more information regarding the Fund's policy and procedures related to excessive trading, please see "Frequent Purchases and Redemptions of Fund Shares" below.

You may be eligible to purchase other classes of shares of the Fund. However, you may only purchase a class of shares that your financial institutions or intermediaries sell or service. Your financial institution representative or intermediaries can tell you which class of shares is available to you.

The Fund calculates its NAV per share 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 per share, generally 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.

When you purchase or sell Fund shares through certain financial institutions, 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 next


25


SEI / PROSPECTUS

determined NAV per share 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.

You will have to follow the procedures of your financial institution or intermediary for transacting with the Fund. You may be charged a fee for purchasing and/or redeeming Fund shares by your financial institution or intermediary.

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. You may obtain the current NAV of the Fund by calling 1-800-DIAL-SEI.

If a market quotation is readily available for the valuation of Fund investments, then it is valued by the Fund's administrator at current market value in accordance with the Fund's Pricing and Valuation Procedures. The Trust's Board of Trustees has designated SIMC as the Valuation Designee for the Fund pursuant to Rule 2a-5 under the 1940 Act (the "Rule"). The Valuation Designee has the responsibility for the fair value determination with respect to all Fund investments that do not have readily available market quotations or quotations that are no longer reliable. SIMC, in furtherance of the Board's designation, has appointed a committee of SIMC persons to function as the Valuation Designee (the "Committee") and has established a Valuation and Pricing Policy to implement the Rule and the Fund's Valuation and Pricing Policy (together with SIMC's Valuation and Pricing Policy, the "Fair Value Procedures").

As discussed in detail below, the Committee will typically first seek to fair value investments with valuations received from an independent, third-party pricing agent (a "Pricing Service"). If such valuations are not available or are unreliable, the Committee will seek to obtain a bid price from at least one independent broker or dealer. If a broker or dealer quote is unavailable, the Committee will convene, subject to the Fair Value Procedures, to establish a fair value for the fair value investments.

When valuing portfolio securities, securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on National Association of Securities Dealers Automated Quotations ("NASDAQ") or as otherwise noted below), including securities traded over the counter, are valued 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. Securities traded on NASDAQ are valued at the NASDAQ Official Closing Price.

Redeemable securities issued by open-end investment companies are valued at the investment company's applicable NAV per share, with the exception of ETFs, which are priced as equity securities. These open-end investment company shares are offered in separate prospectuses, each of which describes the process by which the applicable investment company's NAV is determined. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.

Options are valued at the last quoted sales price. If there is no such reported sale on the valuation date, then long positions are valued at the most recent bid price, and short positions are valued at the most recent ask price as provided by a Pricing Service.

Futures and swaps cleared through a central clearing house (centrally cleared swaps) are valued at the settlement price established each day by the board of exchange on which they are traded. The daily settlement prices for financial futures and centrally cleared swaps are provided by a Pricing Service. On days


26


SEI / PROSPECTUS

when there is excessive volume, market volatility or the future or centrally cleared swap does not end trading by the time the fund calculates its NAV, the settlement price may not be available at the time at which a fund calculates its NAV. On such days, the best available price (which is typically the last sales price) may be used to value the Fund's futures or centrally cleared swaps position.

If a security's price cannot be obtained, as noted above, or in the case of equity tranches of collateralized loan obligations ("CLOs") or collateralized debt obligations ("CDOs"), the securities will be valued using a bid price from at least one independent broker. If such prices are not readily available, are determined to be unreliable or cannot be valued using the methodologies described above, the Committee will fair value the security using the Fair Value Procedures, as described below.

If available, debt securities, swaps (which are not centrally cleared), bank loans or debt tranches of CLOs/CDOs, such as those held by the Fund, are priced based upon valuations provided by a Pricing Service. Such values generally reflect the last reported sales price if the security is actively traded. The Pricing Service may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations or other methodologies designed to identify the market value for such securities.

On the first day a new debt security purchase is recorded, if a price is not available from a Pricing Service or an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Fair Value Procedures until an independent source can be secured. Securities held by the Fund with remaining maturities of 60 days or less will be valued at their amortized cost. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the security will be valued by an independent broker quote or fair valued by the Committee.

Foreign currency forward contracts are valued at the current day's interpolated foreign exchange rate, as calculated using forward rates provided by a Pricing Service.

The Committee and Fund's administrator, as applicable, reasonably believe that prices provided by Pricing Services are reliable. However, there can be no assurance that such Pricing Service's prices will be reliable. The Committee, who is responsible for making fair value determinations with respect to the Fund's portfolio securities, will, with assistance from the applicable Sub-Adviser, continuously monitor the reliability of readily available market quotations obtained from any Pricing Service and shall promptly notify the Fund's administrator if the Committee reasonably believes that a Pricing Service is no longer a reliable source of readily available market quotations. The Fund's administrator, in turn, will notify the Committee if it reasonably believes that a Pricing Service is no longer a reliable source for readily available market quotations.

The Fair Value Procedures provide that any change in a primary Pricing Service or a pricing methodology for investments with readily available market quotations requires prior approval by the Board. However, when the change would not materially affect the valuation of the Fund's net assets or involve a material departure in pricing methodology from that of the Fund's existing Pricing Service or pricing methodology, ratification may be obtained at the next regularly scheduled meeting of the Board. A change in a Pricing Service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Committee in accordance with certain requirements.

Securities for which market prices are not "readily available" are valued in accordance with Rule 2a-5 and the Fair Value Procedures.


27


SEI / PROSPECTUS

The Committee must monitor for circumstances that may necessitate that a security be valued using Fair Value Procedures which can include: (i) the security's trading has been halted or suspended, (ii) the security has been de-listed from a national exchange, (iii) the security's primary trading market is temporarily closed at a time when under normal conditions it would be open, (iv) the security has not been traded for an extended period of time, (v) the security's primary pricing source is not able or willing to provide a price, (vi) trading of the security is subject to local government-imposed restrictions; or (vii) a significant event (as defined below). 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 include: (i) the type of security or asset, (ii) the last trade price, (iii) evaluation of the forces that influence the market in which the security is purchased and sold, (iv) the liquidity of the security, (v) the size of the holding in the Fund or (vi) any other appropriate information.

The Committee is responsible for selecting and applying, in a consistent manner, the appropriate methodologies for determining and calculating the fair value of holdings of the Fund, including specifying the key inputs and assumptions specific to each asset class or holding.

The determination of a security's fair value price often involves the consideration of a number of subjective factors and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

With respect to any investments in foreign securities, the Fund uses a third-party fair valuation vendor, which provides a fair value for such foreign securities based on certain factors and methodologies (generally involving tracking valuation correlations between the U.S. market and each foreign security). Values from the 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 foreign securities in their portfolios that exceed the applicable "confidence interval" based upon the adjusted prices provided by the vendor. Additionally, if a local market in which the Fund own securities is closed for one or more days (scheduled or unscheduled) while the Fund is open, and if such securities in the Fund's portfolio exceed the predetermined confidence interval discussed above, then the Fund shall value such securities based on the fair value prices provided by the vendor.

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 NAV. The readily available market quotations of such securities may no longer reflect their market value at the time the Fund calculates NAV 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 NAV thereby rendering the readily available market quotations as unreliable. The Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund's shares may change on days when shareholders will not be able to purchase or redeem Fund shares. A Significant Event may relate to a single issuer or to an entire market sector.

The Committee is primarily responsible for the obligation to monitor for Significant Events as part of the Committee's ongoing responsibility to determine whether the Fund investment is required to be fair valued


28


SEI / PROSPECTUS

(i.e., the investment does not have a reliable readily available market quotation). The Committee may consider input from the Fund's service providers, including the Fund's administrator or a Sub-Adviser, if applicable and as appropriate. If the Committee 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, the Committee shall notify the Fund's administrator.

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 of the Fund could harm other shareholders in various ways, including by diluting the value of the shareholders' holdings, increasing Fund transaction costs, disrupting the 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). Accordingly, the Board has adopted policies and procedures on behalf of the Fund to deter short-term trading. The 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 in any twelve-month period. A round trip involves the purchase of shares of the Fund and the 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 for any reason without notice.

Judgments with respect to implementation of the Fund's policies are made uniformly and 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.

The Fund's monitoring techniques are intended to identify and deter 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.

The Fund and/or its service providers have entered into agreements with financial intermediaries that require them to provide the Fund and/or its service providers with certain shareholder transaction information to


29


SEI / PROSPECTUS

enable the Fund and/or its service providers to review the trading activity in the omnibus accounts maintained by financial intermediaries. The Fund may also delegate trade monitoring to the financial intermediaries. If excessive trading is identified in an omnibus account, the Fund will work with the financial intermediary to restrict trading by the shareholder and may request that the financial intermediary prohibit the shareholder from future purchases or exchanges into the Fund.

The Fund may be 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, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Fund may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

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. Prospective investors should consult their own financial institution or financial intermediary regarding their eligibility to invest in the Fund. The Fund may rely on representations from such financial institutions and financial intermediaries regarding their investor eligibility.

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify and record information that identifies each customer 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. When you open an account on behalf of an entity you will have to provide formation documents and identifying information about beneficial owner(s) and controlling parties. 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 may be required to collect documents to establish and verify your identity.

The Fund will accept investments and your order will be processed at the next determined NAV after receipt of your application in proper form (which includes 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 as well as corresponding tax consequences.

Customer identification and verification are 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


30


SEI / PROSPECTUS

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

Authorized financial institutions and intermediaries may sell Fund shares on any Business Day by placing orders with the Transfer Agent or the Fund's authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. For information about how to sell Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. Your authorized financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next determined NAV 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 redemption request on the Business Day following the day on which it receives your request regardless of the method the Fund uses to make such payment, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account.

Methods Used to Meet Redemption Obligations

The Fund generally pays sale (redemption) proceeds in cash during normal market conditions. To the extent that the Fund does not have sufficient cash holdings for redemption proceeds, it will typically seek to generate such cash through the sale of portfolio assets. The Fund also operates an interfund lending program that enables the Fund to borrow from another Fund on a temporary basis, which, on a less regular basis, may be used to help the Fund satisfy redemptions. Under stressed or 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 and you will bear the investment risk of the distributed securities until the distributed securities are sold. These methods may be used during both normal and stressed market conditions.

Low Balance Redemptions

The Fund (or its delegate) may, in its discretion, and upon reasonable notice, redeem in full a financial institution, intermediary or shareholder that fails to maintain an investment of at least $1,000 in the Fund. A financial institution, intermediary or shareholder, as applicable, will receive prior notice of a pending redemption using such account's preferred method of communication as reflected on the records of the Trust.


31


SEI / PROSPECTUS

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, as permitted by the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. More information about such suspension can be found in the SAI.

Large Redemptions

Large unexpected redemptions to the Fund can disrupt portfolio management and increase trading costs by causing the Fund to liquidate a substantial portion of its assets in a short period of time. Large redemptions may arise from the redemption activity of a single investor, or the activity of a single investment manager managing multiple underlying accounts. In the event of a large unexpected redemption, the Fund may take such steps as implementing a redemption in kind or delaying the delivery of redemption proceeds for up to seven days. Further, the Fund may reject future purchases from that investor or investment manager. An investor or investment manager with a large position in the Fund may reduce the likelihood of these actions if it works with the Fund to mitigate the impact of a large redemption by, for example, providing advance notice to the Fund of a large redemption or by implementing the redemption in stages over a period of time.

Telephone Transactions

Purchasing, selling and exchanging 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.

Unclaimed Property

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property, including mutual funds, under various circumstances. Such circumstances include inactivity (i.e., no owner-initiated contact for a certain period), returned mail (i.e., when mail sent to a shareholder is returned by the post office, or "RPO," as undeliverable), or a combination of both inactivity and returned mail. More information on unclaimed property and how to maintain an active account is available through your state.

If you are a resident of certain states, you may designate a representative to receive notice of the potential escheatment of your property. The designated representative would not have any rights to your shares. Please contact your financial intermediary for additional information.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Fund's shares.

The Fund is sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the Fund. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms, and may create an incentive for the firm or its associated Financial Advisors to


32


SEI / PROSPECTUS

recommend or offer shares of the Fund to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Fund's SAI. You can also ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

SERVICE OF FUND SHARES

The Fund has adopted a shareholder services plan and agreement (the Service Plan) with respect to Class I Shares that allows such shares to pay service providers a fee in connection with the ongoing servicing of shareholder accounts owning such shares at an annual rate of up to 0.25% of average daily net assets of the Class I Shares. The Fund has adopted an administrative services plan and agreement (the Administrative Service Plan) with respect to Class I Shares that allows such shares to pay service providers a fee in connection with ongoing administrative services for shareholder accounts owning such shares at an annual rate of up to 0.25% of average daily net assets of the Class I Shares. The Service Plan and Administrative Service Plan provide that shareholder service fees and administrative service fees, respectively, on Class I Shares will be paid to SIDCo., which may then be used by SIDCo. to compensate financial intermediaries for providing shareholder services and administrative services, as applicable, with respect to Class I Shares.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Portfolio holdings information for the Fund can be obtained on the Internet at the following address: http://www.seic.com/holdings (the Portfolio Holdings Website). Five calendar days after each month end, a list of all portfolio holdings in the 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 who requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the fifth calendar day of the thirteenth month after the date of which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the information disclosed on the Portfolio Holdings website and the Fund's policies and procedures on the disclosure of portfolio holdings information is available in the SAI.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Fund distributes its investment income periodically as dividends to shareholders. 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 U.S. federal income tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or other retirement account, you generally will not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement.


33


SEI / PROSPECTUS

The Fund has elected and intends to qualify each year for treatment as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended. If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, the Fund's failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.

At least annually, the Fund intends to 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, including distributions of net short-term capital gain but excluding distributions of qualified dividend income, are generally taxable at ordinary income tax rates. Dividends that are qualified dividend income are currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain requirements are satisfied by you and by the Fund. Qualified dividend income is, in general, dividends from domestic corporations and from certain eligible foreign corporations that include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and those whose stock is tradable on an established securities market in the United States. 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 tax rate of 20%. The investment strategies of the Fund may limit its ability to make distributions eligible for the lower tax rates applicable to qualified dividend income.

Because the Fund's income is derived primarily from investments in foreign rather than domestic U.S. securities, its distributions are generally not expected to be eligible for the dividends received deduction for corporate shareholders.

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, even though, as an economic matter, the distribution simply constitutes a return of your investment. "Buying a dividend" should be avoided by taxable investors.

Each sale of Fund shares may be a taxable event. 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 twelve months. Capital gain or loss realized upon a sale of Fund shares held for twelve months 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. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their "net investment income," including interest, dividends and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).

The Fund (or its administrative agent) must report to the Internal Revenue Service (IRS) and furnish to Fund shareholders the cost basis information for Fund shares. In addition to reporting the gross proceeds from the sale of Fund shares, the Fund (or its administrative agent) is also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each


34


SEI / PROSPECTUS

sale of its shares, the Fund (or its administrative agent) will permit its shareholders to elect from among several IRS-accepted cost basis methods, including average cost. In the absence of an election, the Fund (or its administrative agent) will use a default cost basis method. The cost basis method elected by Fund shareholders (or the cost basis method applied by default) for each sale of the Fund's shares may not be changed after the settlement date of each such sale of the Fund's shares. Shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

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 Fund.

If more than 50% of the value of the Fund's total assets at the close of its taxable year consists of stocks and securities of foreign corporations, the Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund, which would allow shareholders to offset some of their U.S. federal income tax. The Fund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

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

Because each shareholder's tax situation is different, you should consult your tax advisor about the tax implications of an investment in the Fund.

The SAI contains more information about taxes.

ADDITIONAL INFORMATION

The Trust enters into contractual arrangements with various parties (including, among others, the Fund's investment adviser, custodian, administrator and transfer agent, accountants and distributor) who provide services to the Fund. Shareholders are not parties to, or intended (or "third-party") beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or any right to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.

This prospectus and the SAI provide information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. The Fund may make changes to this information from time to time. Neither this prospectus, the SAI nor any document filed as an exhibit to the Trust's registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly (and which may not be waived) by federal or state securities laws.


35


SEI / PROSPECTUS

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. 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 derived from the Fund's financial statements, which have been audited by KPMG LLP, the Fund's independent registered public accounting firm. Its report, along with the Fund's financial statements, appears in the annual report. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS OR PERIOD ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

    Net Asset
Value,
Beginning
of Year
  Net
Investment
Income
(Loss)(1)
  Net
Realized
and
Unrealized
Gains
(Losses)
on
Investments
  Total
from
Operations
  Dividends
from Net
Investment
Income
  Distributions
from Net
Realized
Gains
  Total
Dividends
and
Distributions
  Net
Asset
Value,
End of
Year
  Total
Return†
  Net Assets
End of
Year
($ Thousands)
  Ratio of
Net
Expenses
to
Average
Net Assets*
  Ratio of
Expenses
to Average
Net Assets
(Excluding
Waivers)**
  Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
  Portfolio
Turnover
Rate†
 

International Equity Fund

     

CLASS I

 

2022

 

$

13.59

   

$

0.17

   

$

(3.38

)

 

$

(3.21

)

 

$

(0.20

)

 

$

(1.51

)

 

$

(1.71

)

 

$

8.67

     

(27.05

)%

 

$

743

     

1.34

%

   

1.34

%

   

1.44

%

   

108

%

 

2021

   

10.87

     

0.12

     

2.69

     

2.81

     

(0.09

)

   

     

(0.09

)

   

13.59

     

25.91

     

1,611

     

1.33

     

1.33

     

0.93

     

105

   

2020

   

10.68

     

0.07

     

0.28

     

0.35

     

(0.16

)

   

     

(0.16

)

   

10.87

     

3.19

     

1,350

     

1.36

     

1.36

     

0.63

     

102

   

2019

   

11.37

     

0.17

     

(0.74

)

   

(0.57

)

   

(0.12

)

   

     

(0.12

)

   

10.68

     

(4.90

)

   

1,932

     

1.35

     

1.35

     

1.61

     

73

   

2018

   

11.27

     

0.12

     

0.09

     

0.21

     

(0.11

)

   

     

(0.11

)

   

11.37

     

1.86

     

2,662

     

1.34

     

1.34

     

1.06

     

40

   

† Returns and portfolio turnover rates are for the period indicated and have not been annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* Includes Fees Paid Indirectly, if applicable. There was no impact to the expense ratios. See Note 5 in Notes to Financial Statements

** See Note 5 in Notes to Financial Statements.

(1) Per share calculated using average shares.

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


36


Investment Adviser

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

Distributor

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

Legal Counsel

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

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

Statement of Additional Information (SAI)

The SAI, dated January 31, 2023, 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 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, Pennsylvania 19456

By Internet: The Fund makes available its SAI and Annual and Semi-Annual Reports, free of charge, on or through the Fund's Website at www.seic.com/fundprospectuses. You can also obtain the SAI, Annual or Semi-Annual Report upon request by telephone or mail.

From the SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may request documents by mail from the SEC, 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 811-05601.

SEI-F-108 (1/23)

seic.com


January 31, 2023

PROSPECTUS

SEI Institutional International Trust

Class Y Shares

•  International Equity Fund (SEFCX)

•  Emerging Markets Equity Fund (SEQFX)

•  International Fixed Income Fund (SIFIX)

•  Emerging Markets Debt Fund (SIEDX)

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

Not all Funds appearing in this prospectus are available for purchase in all states. You may purchase Fund shares only if they are registered in your state.

Paper copies of the Funds' shareholder reports are no longer sent by mail, unless you specifically request them from the Funds or from your financial intermediary, such as a broker-dealer or bank. Shareholder reports are available online and you will be notified by mail each time a report is posted on the Funds' website and provided with a link to access the report online.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to inform it that you wish to continue receiving paper copies of your shareholder reports. If you invest directly with the Funds, you can inform the Funds that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-DIAL-SEI. Your election to receive reports in paper will apply to all funds held with the SEI Funds or your financial intermediary.

seic.com


SEI / PROSPECTUS

SEI INSTITUTIONAL INTERNATIONAL TRUST

About This Prospectus

FUND SUMMARY

 

INTERNATIONAL EQUITY FUND

   

1

   

EMERGING MARKETS EQUITY FUND

   

8

   

INTERNATIONAL FIXED INCOME FUND

   

14

   

EMERGING MARKETS DEBT FUND

   

21

   

Purchase and Sale of Fund Shares

   

28

   

Tax Information

   

28

   
Payments to Broker-Dealers and Other Financial
Intermediaries
   

28

   

MORE INFORMATION ABOUT INVESTMENTS

   

28

   

MORE INFORMATION ABOUT RISKS

   

29

   

Risk Information Common to the Funds

   

29

   

More Information About Principal Risks

   

29

   

GLOBAL ASSET ALLOCATION

   

45

   
MORE INFORMATION ABOUT THE FUNDS'
BENCHMARK INDEXES
   

45

   

INVESTMENT ADVISER

   

45

   

SUB-ADVISERS

   

48

   

Information About Fee Waivers

   

49

   

Sub-Advisers and Portfolio Managers

   

49

   
PURCHASING, EXCHANGING AND SELLING
FUND SHARES
   

60

   

HOW TO PURCHASE FUND SHARES

   

61

   

Pricing of Fund Shares

   

62

   
Frequent Purchases and Redemptions of
Fund Shares
   

65

   

Foreign Investors

   

66

   
Customer Identification and Verification and
Anti-Money Laundering Program
   

66

   

HOW TO EXCHANGE YOUR FUND SHARES

   

67

   

HOW TO SELL YOUR FUND SHARES

   

67

   

Receiving Your Money

   

68

   

Methods Used to Meet Redemption Obligations

   

68

   

Low Balance Redemptions

   

68

   

Suspension of Your Right to Sell Your Shares

   

68

   

Large Redemptions

   

68

   

Telephone Transactions

   

69

   

Unclaimed Property

   

69

   

DISTRIBUTION OF FUND SHARES

   

69

   
DISCLOSURE OF PORTFOLIO HOLDINGS
INFORMATION
   

69

   

DIVIDENDS, DISTRIBUTIONS AND TAXES

   

70

   

Dividends and Distributions

   

70

   

Taxes

   

70

   

ADDITIONAL INFORMATION

   

72

   

FINANCIAL HIGHLIGHTS

   

73

   
HOW TO OBTAIN MORE INFORMATION ABOUT
SEI INSTITUTIONAL INTERNATIONAL TRUST
   

Back Cover

   

SEI / PROSPECTUS

INTERNATIONAL EQUITY FUND

Fund Summary

Investment Goal

Long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class Y Shares

 

Management Fees

   

0.51

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.33

%

 

Total Annual Fund Operating Expenses

   

0.84

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

International Equity Fund — Class Y Shares

 

$

86

   

$

268

   

$

466

   

$

1,037

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The


1


SEI / PROSPECTUS

Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

Principal Risks

Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in


2


SEI / PROSPECTUS

issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

Preferred Stock Risk — 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.

Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk


3


SEI / PROSPECTUS

and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.


4


SEI / PROSPECTUS

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 20.30% (06/30/2020)
Worst Quarter: -25.22% (03/31/2020)
The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
 

Average Annual Total Returns (for the periods ended December 31, 2022)

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

International Equity Fund*

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(12/20/1989)
 

Return Before Taxes

   

-15.68

%

   

1.23

%

   

4.58

%

   

3.51

%

 

Return After Taxes on Distributions

   

-15.98

%

   

0.20

%

   

3.83

%

   

2.56

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-8.88

%

   

0.96

%

   

3.59

%

   

2.61

%

 

MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)

   

-14.45

%

   

1.54

%

   

4.67

%

   

4.27

%

 

* The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.


5


SEI / PROSPECTUS

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Rich Carr, CFA

 

Since 2022

 

Portfolio Manager

 

Jason Collins

 

Since 2019

 

Portfolio Manager, Head of Sub-Advised Equity

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

Acadian Asset Management LLC

  Brendan O. Bradley
Ryan D. Taliaferro
  Since 2009
Since 2011
  Executive Vice President, Chief Investment Officer
Senior Vice President, Director, Equity Strategies
 

Causeway Capital Management LLC

  Sarah H. Ketterer
Harry W. Hartford
Jonathan P. Eng
Conor Muldoon, CFA
Alessandro Valentini, CFA
Ellen Lee
Steven Nguyen, CFA
Brian Cho
  Since 2010
Since 2010
Since 2010
Since 2010
Since 2013
Since 2015
Since 2019
Since 2021
  Chief Executive Officer
President
Director
Director
Director
Director
Director
Director
 
Delaware Investments Fund Advisers, a series of Macquarie Investment Management
Business Trust
  Jens Hansen
 
Klaus Petersen, CFA
Claus Juul
Asa Annerstedt
Allan Jensen, CFA, CAIA
Chris Gowlland, CFA
 
  Since 2021
 
Since 2021
Since 2021
Since 2021
Since 2021
Since 2021
 
  Managing Director, Chief Investment Officer — Global Equity Team
Managing Director, Senior Portfolio Manager
Vice President, Portfolio Manager
Vice President, Portfolio Manager
Vice President, Portfolio Manager
Senior Vice President, Head of Equity Quantitative Research
 

JOHCM (USA) Inc.

  Christopher Lees, CFA
Nudgem Richyal, CFA
  Since 2020
Since 2020
  Senior Fund Manager
Senior Fund Manager
 

Lazard Asset Management LLC

  Paul Moghtader, CFA
Susanne Willumsen
Taras Ivanenko, CFA
Peter Kashanek
Alex Lai, CFA
Ciprian Marin
  Since 2023
Since 2023
Since 2023
Since 2023
Since 2023
Since 2023
  Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
Managing Director, Portfolio Manager/Analyst
 

Pzena Investment Management, LLC

  Caroline Cai
 
Allison Fisch
 
John Goetz
 
Rakesh Bordia
  Since 2022
 
Since 2022
 
Since 2022
 
Since 2023
  Managing Principal, Chief Executive Officer and Portfolio Manager
Managing Principal, President and Portfolio Manager
Managing Principal, Co-Chief Investment Officer and Portfolio Manager
Principal and Portfolio Manager
 


6


SEI / PROSPECTUS

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 
WCM Investment Management,
LLC
  Sanjay Ayer
Paul R. Black
Peter J. Hunkel
Michael B. Trigg
Jon Tringale
  Since 2015
Since 2015
Since 2015
Since 2015
Since 2022
  Portfolio Manager & Business Analyst
Portfolio Manager, CEO
Portfolio Manager & Business Analyst
Portfolio Manager, President
Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


7


SEI / PROSPECTUS

EMERGING MARKETS EQUITY FUND

Fund Summary

Investment Goal

Capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class Y Shares

 

Management Fees

   

1.05

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.51

%

 

Total Annual Fund Operating Expenses

   

1.56

%

 

Fee Waivers and Expense Reimbursements

   

-0.10

%*

 

Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements

   

1.46

%

 

* Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Emerging Markets Equity Fund — Class Y Shares

 

$

149

   

$

483

   

$

840

   

$

1,848

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund


8


SEI / PROSPECTUS

operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

Principal Risks

Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in


9


SEI / PROSPECTUS

economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Country Concentration Risk — The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

Risk of Investing in China — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

Preferred Stock Risk — 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


10


SEI / PROSPECTUS

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.

Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in


11


SEI / PROSPECTUS

addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 20.87% (06/30/2020)
Worst Quarter: -25.63% (03/31/2020)
The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
 

Average Annual Total Returns (for the periods ended December 31, 2022)

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.


12


SEI / PROSPECTUS

Emerging Markets Equity Fund*

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(1/17/1995)
 

Return Before Taxes

   

-21.29

%

   

-2.31

%

   

1.14

%

   

3.77

%

 

Return After Taxes on Distributions

   

-21.50

%

   

-2.79

%

   

0.79

%

   

3.16

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-12.07

%

   

-1.45

%

   

1.05

%

   

3.24

%

 
MSCI Emerging Markets Index Return (net) (reflects no deduction for
fees or expenses)
   

-20.09

%

   

-1.40

%

   

1.44

%

   

NA

   

* The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.

The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999.

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Jason Collins

 

Since 2019

 

Portfolio Manager, Head of Sub-Advised Equity

 

John Lau

 

Since 2019

 

Portfolio Manager

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

JOHCM (USA) Inc.

  Emery Brewer
Dr. Ivo Kovachev
  Since 2010
Since 2010
  Senior Manager
Senior Fund Manager
 

KBI Global Investors (North America) Ltd

  Gareth Maher
David Hogarty
Ian Madden
James Collery
John Looby
Massimiliano Tondi, CFA, FRM
  Since 2012
Since 2012
Since 2012
Since 2012
Since 2014
Since 2014
  Head of Portfolio Management
Head of Strategy Development
Senior Portfolio Manager
Senior Portfolio Manager
Senior Portfolio Manager
Senior Portfolio Manager
 

Neuberger Berman Investment Advisers LLC

 

Conrad A. Saldanha, CFA

 

Since 2010

 

Managing Director

 

Qtron Investments LLC

  Dmitri Kantsyrev, Ph.D., CFA
Ronald Hua, CFA
  Since 2018
Since 2018
  Partner, Portfolio Manager
Partner, Portfolio Manager
 

Robeco Institutional Asset Management US Inc.

  Jaap van der Hart
Karnail Sangha
  Since 2020
Since 2021
  Portfolio Manager
Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


13


SEI / PROSPECTUS

INTERNATIONAL FIXED INCOME FUND

Fund Summary

Investment Goal

Capital appreciation and current income.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class Y Shares

 

Management Fees

   

0.30

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.52

%

 

Total Annual Fund Operating Expenses

   

0.82

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

International Fixed Income Fund — Class Y Shares

 

$

84

   

$

262

   

$

455

   

$

1,014

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40%


14


SEI / PROSPECTUS

of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.

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 or other instruments directly.

Principal Risks

Market Risk — 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,


15


SEI / PROSPECTUS

including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — 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.

Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.


16


SEI / PROSPECTUS

Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Foreign Sovereign Debt Securities Risk — 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 because of 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.

Derivatives Risk — The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Asset-Backed Securities Risk — Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.

Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment


17


SEI / PROSPECTUS

grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

U.S. Government Securities Risk — Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

Bank Loans Risk — With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.

Mortgage-Backed Securities Risk — Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.

Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.


18


SEI / PROSPECTUS

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

  Best Quarter: 3.15% (03/31/2016)
Worst Quarter: -4.09% (06/30/22)
The Fund's Class Y Shares commenced operations on October 30, 2015. For full calendar years through December 31, 2015, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
 

Average Annual Total Returns (for the periods ended December 31, 2022)

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.


19


SEI / PROSPECTUS

In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

International Fixed Income Fund*

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(9/1/1993)
 

Return Before Taxes

   

-8.93

%

   

0.10

%

   

1.53

%

   

3.56

%

 

Return After Taxes on Distributions

   

-13.28

%

   

-1.66

%

   

-0.10

%

   

1.96

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-5.26

%

   

-0.59

%

   

0.50

%

   

2.16

%

 
Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no
deduction for fees, expenses or taxes)
   

-9.76

%

   

0.52

%

   

2.10

%

   

4.75

%

 

* The Fund's Class Y Shares commenced operations on October 30, 2015. For periods prior to October 30, 2015, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Anthony Karaminas, CFA

 

Since 2021

 

Portfolio Manager, Head of Sub-Advised Fixed Income

 

James Mashiter, CFA

 

Since 2016

 

Portfolio Manager

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

AllianceBernstein L.P.

  Scott DiMaggio, CFA
John Taylor
Vivek Bommi, CFA
Nicholas Sanders, CFA
Eamonn Buckley
  Since 2006
Since 2012
Since 2021
Since 2016
Since 2018
  Director — Global Fixed Income
Portfolio Manager — European Multi-Sector
Portfolio Manager — European and Global Credit
Portfolio Manager — European and UK Multi-Sector
Portfolio Manager — Fixed Income
 

Colchester Global Investors Ltd

  Ian Sims
Keith Lloyd, CFA
 
  Since 2017
Since 2017
 
  Chairman and Chief Investment Officer
Chief Executive Officer and Deputy Chief Investment Officer
 

Wellington Management Company LLP

  Ed Meyi, FRM
 
Martin Harvey, CFA
 
Sam Hogg, CFA
  Since 2022
 
Since 2022
 
Since 2022
  Managing Director and Fixed Income Portfolio Manager
Managing Director and Fixed Income Portfolio Manager
Vice President and Fixed Income Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


20


SEI / PROSPECTUS

EMERGING MARKETS DEBT FUND

Fund Summary

Investment Goal

Maximize total return.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

Class Y Shares

 

Management Fees

   

0.85

%

 

Distribution (12b-1) Fees

   

None

   

Other Expenses

   

0.52

%

 

Total Annual Fund Operating Expenses

   

1.37

%

 

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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Emerging Markets Debt Fund — Class Y Shares

 

$

139

   

$

434

   

$

750

   

$

1,646

   

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly


21


SEI / PROSPECTUS

(e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).

The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

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 or other instruments directly.


22


SEI / PROSPECTUS

Principal Risks

Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

Investment Style Risk — The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes


23


SEI / PROSPECTUS

in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

Foreign Sovereign Debt Securities Risk — 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 because of 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.

Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

Derivatives Risk — The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk


24


SEI / PROSPECTUS

are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

Structured Securities Risk — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.

LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.


25


SEI / PROSPECTUS

  Best Quarter: 12.77% (06/30/2020)
Worst Quarter: -16.65% (03/31/2020)
The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
 

Average Annual Total Returns (for the periods ended December 31, 2022)

This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.

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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

Emerging Markets Debt Fund*

 

1 Year

 

5 Years

 

10 Years

  Since
Inception
(6/26/1997)
 

Return Before Taxes

   

-15.21

%

   

-2.63

%

   

-1.10

%

   

6.00

%

 

Return After Taxes on Distributions

   

-15.85

%

   

-3.53

%

   

-2.14

%

   

3.60

%

 

Return After Taxes on Distributions and Sale of Fund Shares

   

-9.00

%

   

-2.30

%

   

-1.22

%

   

3.84

%

 
J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for
fees, expenses or taxes)
   

-17.78

%

   

-1.31

%

   

1.59

%

   

6.66

%

 
The Fund's Blended Benchmark Return (reflects no deduction for fees,
expenses or taxes)
   

-14.75

%

   

-1.86

%

   

-0.18

%

   

NA

   

* The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.

The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003.


26


SEI / PROSPECTUS

Management

Investment Adviser and Portfolio Managers. SEI Investments Management Corporation

Portfolio Manager

 

Experience with the Fund

 

Title with Adviser

 

Anthony Karaminas, CFA

 

Since 2021

 

Portfolio Manager, Head of Sub-Advised Fixed Income

 

Hardeep Khangura, CFA

 

Since 2015

 

Portfolio Manager

 

Sub-Advisers and Portfolio Managers.

Sub-Adviser

 

Portfolio Manager

  Experience with
the Fund
 

Title with Sub-Adviser

 

Colchester Global Investors Ltd

  Ian Sims
Keith Lloyd, CFA
 
  Since 2018
Since 2018
 
  Chairman and Chief Investment Officer
Chief Executive Officer and Deputy Chief Investment Officer
 

Marathon Asset Management, L.P.

  Lou Hanover
Gaby Szpigiel
Andrew Szmulewicz
  Since 2018
Since 2018
Since 2018
  CIO & Co-Founder of Marathon
Partner & Head of Emerging Markets
Managing Director, Portfolio Manager & Strategist
 

Neuberger Berman Investment Advisers LLC

  Rob Drijkoningen
Gorky Urquieta
Jennifer Gorgoll, CFA
Raoul Luttik
Nish Popat
Prashant Singh, CFA
Bart van der Made, CFA
Vera Kartseva
  Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
Since 2013
  Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Managing Director
Senior Vice President
 

Ninety One UK Ltd.

  Antoon De Klerk
 
Werner Gey van Pittius
 
  Since 2017
 
Since 2013
 
  Co-Portfolio Manager of Emerging Markets Local Currency Debt
Co-Head of Emerging Market Sovereign & FX; Co-Portfolio Manager Emerging Markets Local Currency Debt
 

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC

  Peter J. Wilby, CFA
James E. Craige, CFA
David A. Oliver, CFA
Kumaran Damodaran, Ph.D.
William Perry
Stuart Sclater-Booth
  Since 2006
Since 2006
Since 2008
Since 2015
Since 2012 Since 2018
  Co-Chief Investment Officer
Co-Chief Investment Officer
Portfolio Manager
Portfolio Manager
Portfolio Manager
Portfolio Manager
 

For important information about the Purchase and Sale of Fund Shares, Tax Information and Payments to Broker-Dealers and Other Financial Intermediaries, please turn to page 28 of this prospectus.


27


SEI / PROSPECTUS

Purchase and Sale of Fund Shares

The minimum initial investment for Class Y Shares is $100,000 with minimum subsequent investments of $1,000. Such minimums may be waived at the discretion of SIMC. Notwithstanding the foregoing, a higher minimum investment amount may be required for certain types of investors to be eligible to invest in Class Y Shares, as set forth in "Purchasing, Exchanging and Selling Fund Shares" on page 60. You may purchase and redeem shares of a Fund on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). You may sell your Fund shares by contacting your authorized financial institution or intermediary directly. Authorized financial institutions and intermediaries may redeem Fund shares on behalf of their clients by contacting the Funds' transfer agent (the Transfer Agent) or the Funds' authorized agent, using certain SEI Investments Company (SEI) or third party systems or by calling 1-800-858-7233, as applicable.

Tax Information

The distributions made by the Funds generally are taxable and will be taxed as qualified dividend income, ordinary income or capital gains. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account, you will generally not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement. You should consult your tax advisor regarding the rules governing your tax-deferred arrangement.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), a Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

MORE INFORMATION ABOUT INVESTMENTS

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

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 a Fund's assets in a way that they believe will help the Fund achieve its goal.

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

The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. For temporary defensive or liquidity purposes during unusual economic or market conditions, 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 a Fund's strategies. During such time, the Funds may not achieve their investment goals. A Fund will do so only if SIMC or a Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that any Fund will achieve its investment goal. Although not expected to be a


28


SEI / PROSPECTUS

component of the Funds' principal investment strategies, each Fund may lend its securities to certain financial institutions in an attempt to earn additional income.

MORE INFORMATION ABOUT RISKS

Risk Information Common to the Funds

Investing in the Funds involves risk, and there is no guarantee that a Fund will achieve its goal. SIMC and the Sub-Advisers, as applicable, 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. You could lose money on your investment in a Fund, just as you could with other investments. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation 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 those securities trade. The effect on a Fund's share price of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

Investing in issuers located in foreign countries poses distinct risks because 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 U.S. 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 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 where political turmoil and rapid changes in economic conditions are more likely to occur.

More Information About Principal Risks

The following descriptions provide additional information about some of the risks of investing in the Funds:

Asset-Backed Securities — The International Fixed Income Fund may invest in asset-backed securities. Asset-backed securities are securities that are backed primarily by the cash flows of a discrete pool of fixed or revolving receivables or other financial assets that by their terms convert into cash within a finite time period. Asset-backed securities include mortgage-backed securities, but the term is more commonly used to refer to securities supported by non-mortgage assets such as auto loans, motor vehicle leases, student loans, credit card receivables, floorplan receivables, equipment leases and peer-to-peer loans. The assets are removed from any potential bankruptcy estate of an operating company through the true sale of the assets to an issuer that is a special purpose entity, and the issuer obtains a perfected security interest in the assets. Payments of principal of and interest on asset-backed securities rely entirely on the performance of the underlying assets. Asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity and therefore, if the assets or sources of funds available to the issuer are insufficient to pay those securities, the Fund will incur losses. In addition, asset-backed securities entail prepayment risk that may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. Additional risks related to collateralized debt obligations (CDOs), collateralized loan obligations (CLOs) and mortgage-backed securities are described below.


29


SEI / PROSPECTUS

Losses may be greater for asset-backed securities that are issued as "pass-through certificates" rather than as debt securities, because those types of certificates only represent a beneficial ownership interest in the related assets and their payment is based primarily on collections actually received. For asset-backed securities as a whole, if a securitization issuer defaults on its payment obligations due to losses or shortfalls on the assets held by the issuer, a sale or liquidation of the assets may not be sufficient to support payments on the securities and the Fund, as a securityholder, may suffer a loss.

There is a limited secondary market for asset-backed securities. Consequently, it may be difficult for the Funds to sell or realize profits on those securities at favorable times or for favorable prices.

Bank Loans — The International Fixed Income Fund may invest in bank loans. Bank loans are arranged through private negotiations between a company and one or more financial institutions (lenders). Many of the risks associated with bank loans are similar to the risks of investing in below investment grade debt securities. Bank loans may be adversely affected by changes in market or economic conditions and may default or enter bankruptcy. Bank loans made in connection with highly leveraged transactions, including operating loans, leveraged buyout loans, leveraged capitalization loans and other types of acquisition financing, are subject to greater credit risks than other types of bank loans. In addition, it may be difficult to obtain reliable information about and value any bank loan.

The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. When the Fund purchases assignments from lenders, the Fund will acquire direct rights against the borrower on the loan. The Fund may have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Fund's ability to dispose of the bank loan in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Furthermore, transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. As a result, those proceeds will not be available during that time to make additional investments or to meet the Fund's redemption obligations.

Bank loans may not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Below Investment Grade Fixed Income Securities (Junk Bonds) — The International Fixed Income and Emerging Markets Debt Funds may invest in below investment grade securities (commonly referred to as junk bonds). Junk bonds involve greater risks of default or downgrade and are generally more volatile than investment grade securities. Junk bonds involve a 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 because the prospect for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an


30


SEI / PROSPECTUS

incentive to invest, these risky securities tend to offer higher returns, but there is no guarantee that an investment in these securities will result in a high rate of return.

Corporate Fixed Income Securities — The International Fixed Income and Emerging Markets Debt Funds may invest in corporate fixed income securities. Corporate fixed income securities are fixed income securities issued by public and private businesses. Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers. Corporate fixed income securities are subject to the risk that the issuer may not be able to pay interest or, ultimately, to repay principal upon maturity. Interruptions or delays of these payments could adversely affect the market value of the security. In addition, due to lack of uniformly available information about issuers or differences in the issuers' sensitivity to changing economic conditions, it may be difficult to measure the credit risk of securities issued by private businesses.

Country Concentration — The Emerging Markets Equity Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in Foreign Investment/Emerging and Frontier Markets.

Credit — Credit risk is the risk that a decline in the credit quality of an investment could cause the Funds to lose money. The Funds could lose money if the issuer or guarantor of a portfolio security or a counterparty to a derivative contract fails to make timely payment or otherwise honor its obligations. Fixed income securities rated below investment grade (junk bonds) (described above) involve greater risks of default or downgrade and are generally more volatile than investment grade securities. Discontinuation of these payments could substantially adversely affect the market value of the security.

Credit-Linked Notes — The Emerging Markets Debt Fund may invest in credit-linked notes. Credit-linked securities and similarly structured products typically are issued by a limited purpose trust or other vehicle that, in turn, enters into a credit protection agreement or invests in a derivative instrument or basket of derivative instruments, such as credit default swaps or interest rate swaps, to obtain exposure to certain fixed-income markets or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, an investment in credit-linked notes represents the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuer's receipt of payments from, and the issuer's potential obligations to, the counterparties to certain credit protection agreements or derivative instruments entered into by the issuer of the credit-linked note. For example, the issuer may sell one or more credit default swaps entitling the issuer to receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, then the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. An investor holding a credit-linked note generally receives a fixed or floating coupon and the note's par value upon maturity, unless the referenced creditor defaults or declares bankruptcy, in which case the investor receives the amount recovered. In effect, investors holding credit-linked notes receive a higher yield in exchange for assuming the risk of a specified credit event. The Fund's investments in credit-linked notes are indirectly subject to the risks associated with derivative instruments, which are described below, and may be illiquid.

Currency — The International Fixed Income Fund and Emerging Markets Debt Fund take active positions in currencies, which involve different techniques and risk analyses than the Funds' purchase of securities or other investments. Currency exchange rates may fluctuate in response to factors extrinsic to that country's


31


SEI / PROSPECTUS

economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the Funds if they are unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges they have entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. The International Equity Fund and the Emerging Markets Equity Fund take passive positions in currencies, which may, to a lesser extent, also subject the Funds to these same risks. The value of the Funds' investments may fluctuate in response to broader macroeconomic risks than if the Funds invested only in U.S. equity securities.

Depositary Receipts — Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, depositary receipts, including American Depositary Receipts, are subject to many of the risks associated with investing directly in foreign securities, which are further described below.

Derivatives — 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. Changes in the market value of a security that is a reference asset for a derivative instrument may not be proportionate to changes in the market value of the derivative instrument itself. There may not be a liquid market for the Funds to sell a derivative instrument, which could result in difficulty in closing the position prior to expiration. Moreover, certain derivative instruments can magnify the extent of losses incurred due to changes in the market value of the securities to which they relate. Some derivative instruments are subject to counterparty risk. A default by the counterparty on its payments to the Funds will cause the value of your investment in the Funds to decrease. The Funds' use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk, counterparty risk and tax risk. Credit risk is described above and leverage risk is described below. A Fund's counterparties to its derivative contracts present the same types of credit risk as issuers of fixed income securities. Lack of availability risk is the risk that suitable derivative transactions, such as roll-forward contracts, may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Counterparty risk is the risk that the counterparty to a derivatives contract, a clearing member used by a Fund to hold a cleared derivative contract, or a borrower of the Fund's securities is unable or unwilling to make timely settlement payments, return the Fund's margin or otherwise honor its obligations. Tax risk is the risk that the use of derivatives may cause the Funds to realize higher amounts of short-term capital gains or otherwise affect a Fund's ability to pay out dividends subject to preferential rates or the dividends received deduction, thereby increasing the amount of taxes payable by some shareholders. These risks could cause the Funds to lose more than the principal amount invested. Some derivatives have the potential for unlimited loss, regardless of the size of the Funds' initial investment.

Derivatives are also subject to a number of other risks described elsewhere in this prospectus. Derivatives transactions conducted outside the U.S. may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Derivatives transactions conducted outside the U.S. also are subject to the risks affecting foreign securities, currencies and other instruments, in addition to other risks.


32


SEI / PROSPECTUS

Regulation relating to a Fund's use of derivatives and related instruments, including Rule 18f-4 under the 1940 Act, could potentially limit or impact the Fund's ability to invest in derivatives, limit the Fund's ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and the Fund's performance.

Duration — Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of a security's price to changes in interest rates. For example, if a fixed income security has a five-year duration, it will decrease in value by approximately 5% if interest rates rise 1% and increase in value by approximately 5% if interest rates fall 1%. Fixed income instruments with longer duration typically have higher risk and higher volatility. Longer-term fixed income securities in which a portfolio may invest are more volatile than shorter-term fixed income securities. A portfolio with a longer average portfolio duration is typically more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

Economic Risk of Global Health Events — The market value of a Fund's investments may decline in tandem with a drop in the overall value of the markets in which a Fund invests and/or other markets based on negative developments in the U.S. and global economies. Economic, political, and financial conditions or industry or economic trends or developments may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in money policy, increases or decreases in interest rates, war, acts of terrorism, recessions, or other actual or perceived factors or events that affect the financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions, and other adverse effects that could negatively impact a Fund's performance. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which a Fund invests, which in turn could negatively impact a Fund's performance and cause losses on your investment in a Fund. Recent examples include pandemic risks related to a coronavirus (COVID-19) The ongoing effects of COVID-19 are unpredictable and may result in significant and prolonged effects on a Fund's performance.

Equity Market — Because the International Equity and Emerging Markets Equity Funds may purchase equity securities, the Funds are 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 Funds' 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 a principal risk of investing in the Funds.

Exchange-Traded Funds (ETFs) — ETFs are investment companies whose shares are bought and sold on a securities exchange. The shares of certain ETFs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the net asset value (NAV) of an ETF's shares). For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF's investments, which may be emphasized in less liquid markets. By investing in an ETF, a Fund indirectly bears the proportionate share of any fees and expenses of the ETF in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund's operations. Most ETFs are passively-managed, meaning they invest in a portfolio of securities designed to track a particular


33


SEI / PROSPECTUS

market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. Such ETF expenses may make owning shares of the ETF more costly than owning the underlying securities directly. The risks of owning shares of a passively-managed 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.

Leveraged ETFs contain all of the risks that non-leveraged ETFs present. Additionally, to the extent a Fund invests in ETFs that achieve leveraged exposure to their underlying indexes through the use of derivative instruments, the Fund will indirectly be subject to leverage risk, described below. Inverse ETFs seek to provide investment results that match a negative of the performance of an underlying index. Leveraged inverse ETFs seek to provide investment results that match a negative multiple of the performance of an underlying index. To the extent that a Fund invests in leveraged inverse ETFs, the Fund will indirectly be subject to the risk that the performance of such ETF will fall as the performance of that ETF's benchmark rises. Leveraged, inverse and leveraged inverse ETFs often "reset" daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. These investment vehicles may be extremely volatile and can potentially expose a Fund to complete loss of its investment.

Extension — Investments in fixed income securities are subject to extension risk. Generally, rising interest rates tend to extend the duration of fixed income securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Fund may exhibit additional volatility.

Fixed Income Market — The prices of a 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. Fixed income securities may have fixed-, variable- or floating-rates. There is a risk that the current interest rate on floating and variable rate instruments may not accurately reflect existing market interest rates. Also, longer-term securities are generally more sensitive to changes in the level of interest rates, so the average maturity or duration of these securities affects risk. Changes in government policy, including the Federal Reserve's decisions with respect to raising interest rates or terminating certain programs such as quantitative easing, could increase the risk that interest rates will rise. Rising interest rates may, in turn, increase volatility and reduce liquidity in the fixed income markets, and result in a decline in the value of the fixed income investments held by the Fund. These risks may be heightened in a low interest rate environment. In addition, reductions in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. As a result of these conditions, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

Foreign Investment/Emerging and Frontier Markets — The Funds may invest in foreign issuers, including issuers located in emerging and frontier market countries. Investing in issuers located in foreign countries poses distinct risks because 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.


34


SEI / PROSPECTUS

Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets.

Emerging market countries are those countries that are: (i) characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) included in an emerging markets index by a recognized index provider; or (iii) countries with similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. "Frontier market countries" are a subset of emerging market countries with even smaller national economies. Emerging market countries, and, to an even greater extent, frontier market countries, may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market and frontier 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 and frontier 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 a Fund's investments in emerging market and frontier market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

Frontier countries are a subset of emerging market countries with even smaller national economies. The economies of frontier market countries tend to be less correlated to global economic cycles than the economies of more developed countries and their markets have lower trading volumes and may exhibit greater price volatility and illiquidity. A small number of large investments in these markets may affect these markets to a greater degree than more developed markets. Frontier market countries may also be affected by government activities to a greater degree than more developed countries. For example, the governments of frontier market countries may exercise substantial influence within the private sector or subject investments to government approval, and governments of other countries may impose or negotiate trade barriers, exchange controls, adjustments to relative currency values and other measures that adversely affect a frontier market country. Governments of other countries may also impose sanctions or embargoes on frontier market countries. Although all of these risks are generally heightened with respect to frontier market countries, they also apply to emerging market countries.

Additionally, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may result in a Fund having to sell such prohibited securities at inopportune times. Such prohibited securities may have less liquidity as a result of such U.S. Government designation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses. In addition, the recent large-scale invasion of Ukraine by Russia and resulting responses, including economic sanctions by the U.S. and other countries against certain Russian individuals and companies could negatively impact the Funds' performance and cause losses on your investment in the Funds.

Foreign Sovereign Debt Securities — 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 because of factors such as debt service burden, political constraints, cash flow problems and other national economic


35


SEI / PROSPECTUS

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.

Forward Contracts — A forward contract, also called a "forward," involves a negotiated obligation to purchase or sell a specific security or currency at a future date (with or without delivery required), 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. Forward contracts are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular security or currency for a Fund's account. Risks associated with forwards may include: (i) an imperfect correlation between the movement in prices of forward contracts and the securities or currencies underlying them; (ii) an illiquid market for forwards; (iii) difficulty in obtaining an accurate value for the forwards; and (iv) the risk that the counterparty to the forward contract will default or otherwise fail to honor its obligation. Because forwards require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Forwards are also subject to credit risk, liquidity risk and leverage risk, each of which is further described elsewhere in this section.

Futures Contracts — Futures contracts, or "futures," provide for the future sale by one party and purchase by another party of a specified amount of a specific security or asset at a specified future time and at a specified price (with or without delivery required). The risks of futures include (i) leverage risk; (ii) correlation or tracking risk; and (iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying assets upon which they are based is magnified. Thus, a Fund may experience losses that exceed losses experienced by funds that do not use futures contracts and which may be unlimited, depending on the structure of the contract.

There may be imperfect correlation, or even no correlation, between price movements of a futures contract and price movements of investments for which futures are used as a substitute or which futures are intended to hedge. Lack of correlation (or tracking) may be due to factors unrelated to the value of the investments being substituted or hedged, such as speculative or other pressures on the markets in which these instruments are traded. Consequently, the effectiveness of futures as a security substitute or as a hedging vehicle will depend in part on the degree of correlation between price movements in the futures and price movements in underlying securities or assets. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. Futures exchanges may impose daily or intra-day price change limits and/or limit the volume of trading. Additionally, government regulation may further reduce liquidity through similar trading restrictions. As a result, a Fund may be unable to close out its futures contracts at a time that is advantageous. If movements in the markets for security futures contracts or the underlying security decrease the value of a Fund's positions in security futures contracts, the Fund may be required to have or make additional funds available to its brokerage firm as margin. If the Fund's account is under the minimum margin requirements set by the exchange or the brokerage firm, its position may be liquidated at a loss, and the Fund will be liable for the deficit, if any, in its account. The Fund may also experience losses due to systems failures or inadequate system back-up or procedures at the brokerage firm(s) carrying the Fund's positions. The successful use of futures depends upon a variety of factors, particularly the ability of SIMC or the Sub-Advisers to predict movements of the underlying securities markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular futures strategy adopted will succeed.


36


SEI / PROSPECTUS

Inflation Protected Securities — The Funds may invest in inflation protected securities, including Treasury Inflation Protected Securities (TIPS), the value of which generally will fluctuate in response to changes in "real" interest rates. Real interest rates represent nominal (or stated) interest rates reduced by the expected impact of inflation. The value of an inflation-protected security generally decreases when real interest rates rise and generally increases when real interest rates fall. In addition, the principal value of an inflation-protected security is periodically adjusted up or down along with the rate of inflation. If the measure of inflation falls, the principal value of the inflation-protected security will be adjusted downwards, and consequently, the interest payable on the security will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed by the United States Treasury in the case of TIPS. For securities that do not provide a similar guarantee, the adjusted principal value of the security to be repaid at maturity is subject to credit risk.

Interest Rate — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which a Fund invests. In a low interest rate environment, the risk of a decline in value of the Fund's portfolio securities associated with rising rates are heightened because there may be a greater likelihood of rates increasing, potentially rapidly. In a declining interest rate environment, the Fund generally will be required to invest available cash in instruments with lower interest rates than those of the current portfolio securities. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, whereas others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources.

Investment Company — The Funds may purchase shares of investment companies, such as open-end funds, ETFs and closed-end funds. When a Fund invests in an investment company, it will bear a pro rata portion of the investment company's expenses in addition to directly bearing the expenses associated with its own operations. Such expenses may make owning shares of an investment company more costly than owning the underlying securities directly. The Funds may invest in affiliated funds including, for example, money market funds for reasons such as cash management or other purposes. In such cases, the Funds' adviser and its affiliates will earn fees at both the Fund level and within the underlying fund with respect to the Funds' assets invested in the underlying fund. In part because of these additional expenses, the performance of an investment company may differ from the performance a Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. See also, "Exchange-Traded Funds (ETFs)," above.

Investment Style — Investment style risk is the risk that a Fund's investment in certain securities in a particular market segment pursuant to its particular investment strategy may underperform other market segments or the market as a whole.

Leverage — Certain Fund transactions, such as derivatives or reverse repurchase agreements, may give rise to a form of leverage. The use of leverage can amplify the effects of market volatility on a Fund's share price and make the Fund's returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of a Fund's portfolio securities. Rule 18f-4 under the 1940 Act requires, among other things, that a Fund either use derivatives in a limited manner or comply with an outer limit on fund leverage risk based on one of two value-at-risk (VaR) tests. The use of leverage may also cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet the applicable requirements of the 1940 Act and the rules thereunder.


37


SEI / PROSPECTUS

LIBOR Replacement — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates. The publication of LIBOR on a representative basis ceased for the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021, and is expected to cease for the remaining U.S. dollar LIBOR settings immediately after June 30, 2023. The elimination of the LIBOR may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve's Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate (SOFR), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

Liquidity — Liquidity risk exists when particular investments are difficult to purchase or sell. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. A Fund's investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities.

Long/Short Strategy — The International Equity Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns. In addition, the Fund may gain enhanced long exposure to certain financial instruments (i.e., obtain investment exposure that exceeds the amount directly invested in those assets, a form of leverage) and, under such circumstances, will lose more money in market environments that are adverse to its long positions than funds that do not employ such leverage. As a result, such investments may give rise to losses that exceed the amount invested in those assets.

Market — Each Fund is subject to market risk, which is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the market as a whole.

Mortgage-Backed Securities — The International Fixed Income Fund may invest in mortgage-backed securities. Mortgage-backed securities are a class of asset-backed securities representing an interest in a pool or pools of whole mortgage loans (which may be residential mortgage loans or commercial mortgage loans). Mortgage-backed securities held or acquired by the Fund could include (i) obligations guaranteed by federal agencies of the U.S. Government, such as the Government National Mortgage Association (Ginnie Mae), which are backed by the "full faith and credit" of the United States, (ii) securities issued by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie


38


SEI / PROSPECTUS

Mac), which are not backed by the "full faith and credit" of the United States but are guaranteed by the U.S. Government as to timely payment of principal and interest, (iii) securities (commonly referred to as "private-label RMBS") issued by private issuers that represent an interest in or are collateralized by whole residential mortgage loans without a government guarantee and (iv) commercial mortgage-backed securities (CMBS), which are 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. Because private-label RMBS and CMBS are not issued or guaranteed by the U.S. Government, those securities generally are structured with one or more types of credit enhancement. There can be no assurance, however, that credit enhancements will support full payment to the Fund of the principal and interest on such obligations. In addition, changes in the credit quality of the entity that provides credit enhancement could cause losses to the Fund and affect its share price.

The Fund may invest in mortgage-backed securities in the form of debt or in the form of "pass-through" certificates. Pass-through certificates, which represent beneficial ownership interests in the related mortgage loans, differ from debt securities, which generally provide for periodic fixed payments of interest on and principal of the related notes. Mortgage pass-through securities provide for monthly payments that are a "pass-through" of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees and expenses owed to the servicers of the mortgage loans and other transaction parties that receive payment from collections on the mortgage loans.

The performance of mortgage loans and, in turn, the mortgage-backed securities acquired by the Fund, is influenced by a wide variety of economic, geographic, social and other factors, including general economic conditions, the level of prevailing interest rates, the unemployment rate, the availability of alternative financing and homeowner behavior.

The rate and aggregate amount of distributions on mortgage-backed securities, and therefore the average lives of those securities and the yields realized by the Fund, will be sensitive to the rate of prepayments (including liquidations) and modifications of the related mortgage loans, any losses and shortfalls on the related mortgage loans allocable to the tranches held by the Fund and the manner in which principal payments on the related mortgage loans are allocated among the various tranches in the particular securitization transaction. Furthermore, mortgage-backed securities are sensitive to changes in interest rates, but may respond to those changes differently from other fixed income securities due to the possibility of prepayment of the mortgage loans. Among other factors, a significant amount of defaults, rapid prepayments or prepayment interest shortfalls may erode amounts available for distributions to the Fund. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity, even if the average rate of principal payments is consistent with the Fund's expectations. If prepayments of mortgage loans occur at a rate faster than that anticipated by the Fund, payments of interest on the mortgage-backed securities could be significantly less than anticipated. Similarly, if the number of mortgage loans that are modified is larger than that anticipated by the Fund, payments of principal and interest on the mortgage-backed securities could be significantly less than anticipated.

Non-Diversification — The International Fixed Income and Emerging Markets Debt Funds are non-diversified, which means that they may invest in the securities of relatively few issuers. As a result, the Funds 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. However, the International Fixed Income Fund and Emerging Markets Debt Fund each intend to satisfy the asset diversification requirements under the Code for classification as a regulated investment company (RIC).


39


SEI / PROSPECTUS

Options — An option is a contract between two parties for the purchase and sale of a financial instrument for a specified price at a specified date. Unlike a futures contract, an option grants the purchaser, in exchange for a premium payment, a right (not an obligation) to buy or sell a financial instrument. 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. The seller of an uncovered call (buy) option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of paying an entire premium in the call option without ever getting the opportunity to execute the option. The seller (writer) of a covered put (sell) option (e.g., the writer has a short position in the underlying security) will suffer a loss if the increase in the market price of the underlying security is greater than the premium received from the buyer of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of paying an entire premium in the put option without ever getting the opportunity to exercise the option. An option's time value (i.e., the component of the option's value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the buyer at various times prior to its expiration date, the buyer's ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of a transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the "style" of the option.

Participation Notes (P-Notes) — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

Portfolio Turnover — Due to its investment strategy, a Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities, which may affect the Fund's performance.

Preferred Stock — The International Equity and Emerging Markets Equity Funds may invest in preferred stocks. Preferred stocks involve credit risk and certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip distributions (in the case of "non-cumulative" preferred stocks) or defer distributions (in the case of "cumulative" preferred stocks). If a Fund owns a preferred stock on which distributions are deferred, the Fund may nevertheless be required to report income for tax purposes while it is not receiving distributions on that security. Preferred stocks are subordinated to bonds and other debt instruments in a company's capital structure in terms of priority to corporate income and liquidation payments and therefore will be subject to greater credit risk than those debt instruments.

Prepayment — Investments in fixed income securities are subject to prepayment risk. In a declining interest rate environment, fixed income securities with stated interest rates may have their principal paid earlier than


40


SEI / PROSPECTUS

expected. This may result in a Fund having to reinvest that money at lower prevailing interest rates, which can reduce the returns of the Fund.

Quantitative Investing — A quantitative investment style generally involves the use of computers to implement a systematic or rules-based approach to selecting investments based on specific measurable factors. Due to the significant role technology plays in such strategies, they carry the risk of unintended or unrecognized issues or flaws in the design, coding, implementation or maintenance of the computer programs or technology used in the development and implementation of the quantitative strategy. These issues or flaws, which can be difficult to identify, may result in the implementation of a portfolio that is different from that which was intended, and could negatively impact investment returns. Such risks should be viewed as an inherent element of investing in an investment strategy that relies heavily upon quantitative models and computerization. Utility interruptions or other key systems outages also can impair the performance of quantitative investment strategies.

Reallocation — In addition to managing the Funds, SIMC constructs and maintains strategies (Strategies) for certain clients, and the Funds are designed in part to implement those Strategies. Within the Strategies, SIMC periodically adjusts the target allocations among the Funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Funds. Because a significant portion of the assets in the Funds may be composed of investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Funds. Although reallocations are intended to benefit investors that invest in the Funds through the Strategies, they could in certain cases have a detrimental effect on Funds that are being materially reallocated, including by increasing portfolio turnover (and related transactions costs), disrupting the portfolio management strategy, and causing a Fund to incur taxable gains. SIMC seeks to manage the impact to the Funds resulting from reallocations in the Strategies.

Risk of Investing in China — China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. Internal social unrest or confrontations with other neighboring countries could have a significant impact on the economy of China. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China's key trading partners may have an adverse impact on the Chinese economy. There also is no guarantee that the Chinese government will not revert from its current open-market economy to an economic policy of central planning. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less reliable. It may also be difficult or impossible for the Fund, U.S. authorities and regulators to obtain or enforce a judgment in a Chinese court. In addition, periodic U.S. Government restrictions on investments in Chinese companies may result in a Fund having to sell such prohibited securities at inopportune times. Such prohibited securities may have less liquidity as a result of such U.S. Government designation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses. A Fund may also be subject to additional risks related to investments in variable interest entities (VIEs). Instead of directly owning the equity securities of a Chinese company, a VIE enters into service and other contracts with the Chinese company. Although the VIE has no equity ownership of the Chinese company, the contractual arrangements permit the VIE to consolidate the Chinese company into its financial statements. Intervention


41


SEI / PROSPECTUS

by the Chinese government with respect to VIEs could significantly affect the Chinese company's performance and the enforceability of the VIE's contractual arrangements with the Chinese company.

Securities Lending — Each Fund may lend its securities to certain financial institutions in an attempt to earn additional income. The Funds may lend their portfolio securities to brokers, dealers and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights, including voting rights, in the loaned securities during the term of the loan or delay in recovering loaned securities if the borrower fails to return them or becomes insolvent. A Fund that lends its securities may pay lending fees to a party arranging the loan.

Short Sales — Short sales are transactions in which the Funds sell a security they do not own. To complete a short sale, the Funds must borrow the security to deliver to the buyer. The Funds are then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the Funds, and the Funds will incur a loss if the price of the security sold short increases between the time of the short sale and the time the Funds replace the borrowed security. In addition, until the security is replaced, a Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. Certain Funds' investment strategies of reinvesting proceeds received from selling securities short may effectively create leverage, which can amplify the effects of market volatility on the Funds' share price and make the Funds' returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds' portfolio securities. The use of leverage may also cause the Funds to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy their obligations. Pursuant to its particular investment strategy, a Sub-Adviser may have a net short exposure in the portfolio of assets allocated to the Sub-Adviser.

Small and Medium Capitalization Issuers — The International Equity and Emerging Markets Equity Funds may invest in 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 companies, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements. 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 may 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 established companies or the market averages in general. Further, smaller companies may have less publicly available information and, when available, it may be inaccurate or incomplete.

Structured Securities — A structured security is a type of instrument designed to offer a return linked to particular underlying securities, currencies, or markets. A Fund's investment in structured securities involves the same risks associated with direct investments in the underlying securities or other instruments they seek to replicate, as well as additional risks. Structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities. Structured securities are also subject to the risk that the issuer of the structured securities may fail to perform its contractual obligations. Certain issuers of structured products may be deemed to be investment companies as defined in the Investment Company Act of 1940, as amended


42


SEI / PROSPECTUS

(Investment Company Act). As a result, the Portfolio's investments in structured securities may be subject to the limits applicable to investments in other investment companies.

Swap Agreements — Swaps are agreements whereby two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, instrument or securities. Swaps typically involve credit risk, market risk, liquidity risk, funding risk, operational risk, legal and documentation risk, counterparty risk, regulatory risk and/or tax risk. Interest rate swaps involve one party, in return for a premium, agreeing to make payments to another party to the extent that interest rates exceed or fall below a specified rate (a "cap" or "floor," respectively). Swap agreements involve the risk that the party with whom a Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to the other party to the agreement.

Total return swaps are contracts that obligate a party to pay interest in exchange for payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty. Fully funded total return swaps have economic and risk characteristics similar to credit-linked notes, which are described above. Fully funded equity swaps have economic and risk characteristics similar to participation notes (P-Notes).

A credit default swap enables a Fund to buy or sell protection against a defined credit event of an issuer or a basket of securities. The buyer of a credit default swap is generally obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. If a Fund is a seller of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will generally either: (i) pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising a referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index. If a Fund is a buyer of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will either: (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are calculated by market makers considering either industry standard recovery rates or entity specific factors and other considerations until a credit event occurs. If a credit event has occurred, the recovery value is generally determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swaps involve special risks in addition to those mentioned above because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). Like a long or short position in a physical security, credit default swaps are subject to the same factors that cause changes in the market value of the underlying asset.


43


SEI / PROSPECTUS

The Dodd-Frank Act, which was signed into law on July 21, 2010, established a comprehensive new regulatory framework for swaps and security-based swaps. Key Dodd-Frank Act provisions relating to swaps and security-based swaps require rulemaking by the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), not all of which have been completed as of the date of this prospectus. Prior to the Dodd-Frank Act, the swaps and security-based swaps transactions generally occurred on a bilateral basis in the over-the-counter (OTC) market (so-called "bilateral OTC transactions"). Pursuant to the Dodd-Frank Act, some, but not all, swaps and security-based swaps transactions are now required to be centrally cleared and traded on exchanges or electronic trading platforms. Bilateral OTC transactions differ from exchange-traded or cleared swaps and security-based swaps in several respects. Bilateral OTC transactions are transacted directly between counterparties and not through an exchange (although they may be submitted for clearing with a clearing corporation). As bilateral OTC transactions are entered into directly with a counterparty, there is a risk of nonperformance by the counterparty as a result of its insolvency or otherwise. Under certain risk mitigation regulations adopted pursuant to the Dodd-Frank Act (commonly referred to as "Margin Rules"), the Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared transactions in swaps and security-based swaps. The Margin Rules also mandate that collateral in the form of initial margin be posted to cover potential future exposure attributable to uncleared transactions in swaps and security-based swaps for certain entities, which may include the Funds. In addition, clearing agencies may impose separate margin requirements for certain cleared transactions in swaps and security-based swaps.

U.S. Government Securities — U.S. Government securities are obligations of, or guaranteed by, the U.S. Government, its agencies or government-sponsored entities. U.S. Government securities include issues by non-governmental entities (such as financial institutions) that carry direct guarantees from U.S. Government agencies as part of government initiatives in response to a market crisis or otherwise. Although the U.S. Government guarantees principal and interest payments on securities issued by the U.S. Government and some of its agencies, such as securities issued by the Government National Mortgage Association, this guarantee does not apply to losses resulting from declines in the market value of these securities. U.S. Government securities include zero coupon securities that make payments of interest and principal only upon maturity, which tend to be subject to greater volatility than interest bearing securities with comparable maturities. Some of the U.S. Government securities that a Fund may hold are not guaranteed or backed by the full faith and credit of the U.S. Government, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. The maximum potential liability of the issuers of some U.S. Government securities may greatly exceed their current resources, including any legal right to support from the U.S. Government. Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates.

Warrants — The International Equity and Emerging Markets Equity Funds may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Funds will lose their entire investment in such warrant.


44


SEI / PROSPECTUS

GLOBAL ASSET ALLOCATION

The Funds and other funds managed by SIMC are used within the Strategies that SIMC constructs and maintains for certain clients (Strategy Clients). The Funds are designed in part to be used as a component within those Strategies. The degree to which a Strategy Client's portfolio is invested in the particular market segments and/or asset classes represented by the Funds and other funds varies. SIMC believes that an investment in a portfolio of funds representing a range of asset classes as part of a Strategy may reduce the Strategy's overall level of volatility.

Within the Strategies, SIMC periodically adjusts the target allocations among the Funds and other funds to ensure that the appropriate mix of assets is in place. SIMC also may create new Strategies that reflect significant changes in allocation among the Funds and other funds. Because a significant portion of the assets in the Funds and other funds may be attributable to investors in Strategies controlled or influenced by SIMC, this reallocation activity could result in significant purchase or redemption activity in the Funds. Although reallocations are intended to benefit investors that invest in the Funds through the Strategies, they could, in certain cases, have a detrimental effect on the Funds. Such detrimental effects could include: transaction costs, capital gains and other expenses resulting from an increase in portfolio turnover; and disruptions to the portfolio management strategy, such as foregone investment opportunities or the inopportune sale of securities to facilitate redemptions.

MORE INFORMATION ABOUT THE FUNDS' BENCHMARK INDEXES

The following information describes the various indexes referred to in the Performance Information sections of this prospectus, including those indexes that compose the Emerging Markets Debt Fund's Blended Benchmark.

The Bloomberg Global Aggregate Ex-US Index, Hedged, is an index of government, corporate and collateralized bonds denominated in foreign currencies.

The J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index tracks the total returns for U.S. dollar-denominated debt instruments issued by sovereign and quasi-sovereign entities.

The J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index is a comprehensive global local emerging markets index, and consists of liquid, fixed-income rate, domestic currency government bonds.

The Morgan Stanley Capital International (MSCI) Europe, Australasia and the Far East (EAFE) Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of developed market countries in Europe, Australasia and the Far East.

The Morgan Stanley Capital International (MSCI) Emerging Markets Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of 24 emerging market countries.

INVESTMENT ADVISER

SIMC, a Securities and Exchange Commission (SEC) registered investment adviser, located at One Freedom Valley Drive, Oaks, PA 19456, serves as the investment adviser to the Funds. As of September 30, 2022, SIMC had approximately $171.43 billion in assets under management.


45


SEI / PROSPECTUS

The Funds are managed by SIMC and one or more Sub-Advisers. SIMC acts as a "manager of managers" of the Funds and, subject to the oversight of the Board of Trustees of the Trust (Board), is responsible for:

— researching and recommending to the Board, the hiring, termination and replacement of Sub-Advisers;

— allocating, on a continuous basis, assets of a Fund among the Sub-Advisers (to the extent a Fund has more than one Sub-Adviser);

— monitoring and evaluating each Sub-Adviser's performance;

— overseeing the Sub-Advisers to ensure compliance with the Funds' investment objectives, policies and restrictions; and

— monitoring each Sub-Adviser's adherence to its investment style.

SIMC acts as manager of managers for the Funds pursuant to an exemptive order obtained from the SEC. The exemptive order permits SIMC, with the approval of the Board, to retain unaffiliated sub-advisers for the Funds without submitting the sub-advisory agreements to a vote of the applicable Funds' shareholders. Among other things, the exemptive order permits the non-disclosure of amounts payable by SIMC under a particular sub-advisory agreement, but instead requires SIMC to disclose the aggregate amount of sub-advisory fees paid by SIMC with respect to each Fund. In accordance with a separate exemptive order that the Trust and SIMC have obtained from the SEC, the Board may approve a new sub-advisory agreement or a material amendment to an existing sub-advisory agreement at a meeting that is not in person, subject to certain conditions, including that the Trustees are able to participate in the meeting using a means of communication that allows them to hear each other simultaneously during the meeting. As a manager of managers, SIMC is ultimately responsible for the investment performance of the Funds. The Board supervises SIMC and the Sub-Advisers and establishes policies that they must follow in their management activities.

SIMC sources, analyzes, selects and monitors a wide array of Sub-Advisers across multiple asset classes. Differentiating manager skill from market-generated returns is one of SIMC's primary objectives, as it seeks to identify Sub-Advisers that can deliver attractive investment results. SIMC believes that a full assessment of qualitative as well as quantitative factors is required to identify truly skilled managers. In carrying out this function, SIMC forms forward-looking expectations regarding how a Sub-Adviser will execute a given investment mandate; defines environments in which the strategy is likely to outperform or underperform; and seeks to identify the relevant factors behind a Sub-Adviser's performance. It also utilizes this analysis to identify catalysts that would lead SIMC to reevaluate its view of a Sub-Adviser.

SIMC then constructs a portfolio that seeks to maximize the risk-adjusted rate of return by finding a proper level of diversification between sources of excess return (at an asset class level) and the investment managers implementing them. The allocation to a given investment manager is based on SIMC's analysis of the manager's particular array of alpha sources, the current macroeconomic environment, expectations about the future macroeconomic environment, and the level of risk inherent in a particular manager's investment strategy. SIMC measures and allocates to Sub-Advisers based on risk allocations in an attempt to ensure that one manager does not dominate the risk of a multi-manager, multi-return-source fund.

The following portfolio managers are primarily responsible for the management and oversight of the Funds, as described above.

Rich Carr, CFA, serves as a Portfolio Manager for the International Equity Fund. Mr. Carr serves as a Portfolio Manager within SIMC's Investment Management Unit where he is responsible for the management of


46


SEI / PROSPECTUS

international developed markets equity funds. Previously, Mr. Carr was a Director on SEI's Manager Research team where he led the due diligence and selection process for SEI's equity fund management and separate account business. Prior to joining SEI, he worked at MFP Strategies where he managed the firm's investment process and was responsible for asset-class valuation research and investment manager due diligence. Before MFP Strategies, Mr. Carr worked for Brinker Capital where he was responsible for portfolio management and investment manager due diligence. He earned his Bachelor of Science in Finance and a minor in Economics from the University of Delaware. Mr. Carr is a CFA charterholder and a member of the CFA Institute and the CFA Society of Philadelphia.

Jason Collins serves as Portfolio Manager for the International Equity Fund and Emerging Markets Equity Fund. Mr. Collins is the global head of Equity Portfolio Management and the Head of the U.K. Investment Management Unit. Mr. Collins is also a Senior Portfolio Manager responsible for U.K. and European equity funds. Mr. Collins joined SEI in 2009 and coordinates resources and investment strategy for all equity portfolios. Previously, he served as Head of Equity in the London office and, most recently, as Head of Portfolio Management in London, overseeing both equity and fixed-income strategies. Prior to his employment with SEI, Mr. Collins was a founding partner of Maia Capital Partners — a specialist multi-manager investment firm providing multi-asset unit trusts to U.K. retail investors. Before founding Maia Capital, Mr. Collins was a Portfolio Manager at Fidelity International, and, prior to joining Fidelity, he spent over nine years at Skandia as head of Investment Research. Mr. Collins earned his Bachelor of Arts in financial services, with honors, from Bournemouth University and is a member of the CFA society.

Anthony Karaminas, CFA, serves as Portfolio Manager for the International Fixed Income and Emerging Markets Debt Funds. Mr. Karaminas is the Head of Sub-Advisory Fixed Income & Multi-Asset within the Investment Management Unit and is responsible for Portfolio Management leadership and oversight duties. Prior to joining SEI, he was an Associate Portfolio Manager/Analyst within the Multi-Manager Solution team at UBS Asset Management. Previously, Mr. Karaminas held the role of Sector Head of Global Fixed Income and Global High Yield Funds Research at S&P Capital IQ. Mr. Karaminas was also a Senior Analyst at Goldman Sachs JBWere. Mr. Karaminas received a Bachelor of Business (with honors) from Swinburne University in Melbourne, Australia. He is a CFA charterholder and a member of the CFA Institute.

John Lau serves as Portfolio Manager for the Emerging Markets Equity Fund and Asia Pacific Equity strategies. In this role, Mr. Lau focuses on investment research, risk management, and portfolio construction of equity strategies in Emerging Markets and Asia Pacific, including the China A-share market. Mr. Lau is based in Hong Kong and is a senior member of the SEI Global Equity Committee. Prior to joining SEI in 2007, Mr. Lau spent eleven years as Senior Portfolio Manager of a quantitative equity team within Citigroup Asset Management, where he managed global equity strategies, an equity market-neutral fund, and structured products. Mr. Lau earned his Bachelor's degree from the University of Michigan. Mr. Lau also holds a Master of Science in Engineering from University of California, Berkeley and a Master of Business Administration from Columbia University.

James Mashiter, CFA, serves as Portfolio Manager for the International Fixed Income Fund. Mr. Mashiter is a Fixed Income Portfolio Manager within the Investment Management Unit. Mr. Mashiter joined SEI in 2011 as a Senior Fixed Income Analyst in the London Fixed Income Team. Prior to joining SEI, Mr. Mashiter worked in fixed income fund research at Standard & Poor's for four years. Previously, Mr. Mashiter worked at Henderson Global Investors. Mr. Mashiter earned his Bachelor of Science in Economics and Politics from the University of Warwick and his Master of Arts in Finance and Investment from the University of Nottingham.


47


SEI / PROSPECTUS

Hardeep Khangura, CFA, serves as a Portfolio Manager to the Emerging Market Debt Fund. Mr. Khangura joined SEI in 2015 and currently supports Global Fixed Income portfolios. Mr. Khangura was previously a member of SEI's Fixed Income Manager Research team with coverage of global fixed income manager exposures across emerging markets, credit, sovereign and FX. Prior to joining SEI, Mr. Khangura operated in a similar capacity as a Fixed Income Manager Researcher at Willis Towers Watson. Previously, Mr. Khangura also headed the Fees ASK (Area of Specialist Knowledge), leading a team that analyzed, modelled and advised clients on the suitability and competitiveness of their investment manager fees. Mr. Khangura earned his Bachelor of Science in Accounting & Finance, with honors, from the University of Warwick. Mr. Khangura is a CFA charterholder from the CFA Institute.

SUB-ADVISERS

Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. Each Sub-Adviser must also operate within each Fund's investment objective, restrictions and policies, and within specific guidelines and instructions established by SIMC from time to time. Each Sub-Adviser is responsible for managing only the portion of the Fund allocated to it by SIMC, and Sub-Advisers may not consult with each other concerning transactions for a Fund. SIMC pays the Sub-Advisers out of the investment advisory fees it receives (as described below).

For the fiscal year ended September 30, 2022, SIMC received investment advisory fees as a percentage of each Fund's average daily net assets, at the following annual rates:

    Investment
Advisory Fees
  Investment
Advisory Fees
After Fee Waivers
 

International Equity Fund

   

0.51

%

   

0.51

%

 

Emerging Markets Equity Fund*

   

1.05

%

   

0.95

%

 

International Fixed Income Fund

   

0.30

%

   

0.26

%

 

Emerging Markets Debt Fund

   

0.85

%

   

0.62

%

 

* Renewed as of January 31, 2023, SIMC, the Emerging Markets Equity Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board.

A discussion regarding the basis of the Board's approval of the Funds' investment advisory and/or sub-advisory agreements is available in the Funds' Semi-Annual Report, which covers the period of October 1, 2021 through March 31, 2022, and the Funds' Annual Report, which covers the period of October 1, 2021 to September 30, 2022.

SIMC has registered with the National Futures Association as a "commodity pool operator" under the Commodities Exchange Act (CEA) with respect to certain products not included in this prospectus. SIMC has claimed, on behalf of each Fund in accordance with CFTC Regulation 4.5 and other relevant rules, regulations and no-action relief, an exclusion from the definition of the term "commodity pool operator" under the CEA. SIMC is therefore not subject to regulation as a pool operator under the CEA with regard to the operation of the Funds.


48


SEI / PROSPECTUS

Information About Fee Waivers

Actual total annual fund operating expenses of the Class Y Shares of certain of the Funds for the most recent fiscal year differ from the amounts shown in the Annual Fund Operating Expenses tables in the Fund Summary sections because, among other reasons, the Funds' adviser, the Funds' distributor and/or the Funds' administrator voluntarily waived and/or reimbursed a portion of their fees in order to keep total direct operating expenses (exclusive of interest from borrowings, brokerage commissions and prime broker fees, taxes, costs associated with litigation- or tax-related services, Trustee fees, interest and dividend expenses related to short sales and extraordinary expenses not incurred in the ordinary course of the Funds' business) at a specified level. The waivers of fees by the Funds' adviser, the Funds' distributor and/or the Funds' administrator were limited to the Funds' direct operating expenses and, therefore, did not apply to indirect expenses incurred by the Funds, such as acquired fund fees and expenses (AFFE). The Funds' adviser, the Funds' distributor and/or the Funds' administrator may discontinue all or part of these voluntary waivers and/or reimbursements at any time. With these fee waivers and/or reimbursements, the actual total annual fund operating expenses of the Class Y Shares of the Funds for the most recent fiscal year (ended September 30, 2022) were as follows:

Fund Name — Class Y Shares

  Total Annual Fund
Operating Expenses
(before fee waivers)
  Total Annual Fund
Operating Expenses
(after fee waivers)
 

International Fixed Income Fund

   

0.82

%

   

0.77

%

 

Emerging Markets Debt Fund

   

1.37

%

   

1.11

%

 

Effective January 31, 2023, the Adviser and/or its affiliates have contractually agreed to waive its management fee for the Emerging Markets Equity Fund until January 31, 2024 as necessary to keep the management fee paid by the Fund from exceeding 0.95%. The agreement may be amended or terminated only with the consent of the Board of Trustees.

Sub-Advisers and Portfolio Managers

INTERNATIONAL EQUITY FUND:

Acadian Asset Management LLC: Acadian Asset Management LLC (Acadian), located at 260 Franklin Street, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Acadian. Brendan O. Bradley, Ph.D., Executive Vice President, Chief Investment Officer, serves as lead Portfolio Manager to the International Equity Fund. Mr. Bradley joined Acadian in 2004 and previously served as the firm's director of portfolio management, overseeing portfolio management policy, and was also previously the director of Acadian's Managed Volatility strategies. Mr. Bradley is a member of the Acadian Board of Managers and Executive Committee. Ryan D. Taliaferro, Senior Vice President, Director, Equity Strategies, serves as lead Portfolio Manager to the International Equity Fund. Mr. Taliaferro joined Acadian in 2011 and was previously a faculty member in the finance unit at Harvard Business School, where he taught corporate finance and asset pricing.

Causeway Capital Management LLC: Causeway Capital Management LLC (Causeway), located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, California 90025, serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. The following team of portfolio managers manages the portion of the International Equity Fund's assets allocated to Causeway. Sarah H. Ketterer is the Chief Executive Officer of Causeway and co-founded Causeway in June 2001. Ms. Ketterer is a Portfolio Manager of


49


SEI / PROSPECTUS

Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Ms. Ketterer has a B.A. in Economics and Political Science from Stanford University and an M.B.A. from the Amos Tuck School, Dartmouth College. Harry W. Hartford is the President of Causeway and co-founded Causeway in June 2001. Mr. Hartford is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Hartford has a B.A., with honors, in Economics from the University of Dublin, Trinity College, and an M.Sc. in Economics from Oklahoma State University, and is a Phi Kappa Phi member. Jonathan P. Eng is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Eng joined the firm in July 2001. Mr. Eng has a B.A. in History and Economics from Brandeis University and an M.B.A. from the Anderson Graduate School of Management at UCLA. Conor Muldoon, CFA, is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Muldoon joined the firm in June 2003. Mr. Muldoon has a B.Sc. and an M.A. from the University of Dublin, Trinity College and an M.B.A., with high honors, from the University of Chicago. Mr. Muldoon was inducted into the Beta Gamma Sigma honors society and is also a CFA charterholder. Alessandro Valentini is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Valentini joined the firm in July 2006 as a Research Associate and was promoted to Portfolio Manager in April 2013. Mr. Valentini has an M.B.A. from Columbia Business School, with honors, an M.A. in Economics from Georgetown University and a B.S., magna cum laude, from Georgetown University. Mr. Valentini is a CFA charterholder. Ellen Lee is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Ms. Lee joined the firm in August 2007 as a Research Associate and was promoted to Portfolio Manager in January 2015. Ms. Lee has an M.B.A. from the Stanford Graduate School of Business and a B.A. in Business Administration from Seoul National University. Steven Nguyen, CFA, is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Nguyen joined the firm in April 2012 as a Research Associate and was promoted to Portfolio Manager in January 2019. Mr. Nguyen has M.B.A., with honors, from the UCLA Anderson School of Management and a B.A. in Business Economics from Brown University. Brian Cho is a Director of Causeway and is a Portfolio Manager of Causeway's international value equity, international value select, global value equity, international opportunities, global opportunities, international small cap, and concentrated strategies. Mr. Cho joined the firm in September 2013 as a Research Associate and was promoted to Portfolio Manager in January 2021. Mr. Cho earned a B.S. in management science from Massachusetts Institute of Technology.

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust: Delaware Investments Fund Advisers (DIFA), a series of Macquarie Investment Management Business Trust (MIMBT), located at 610 Market Street, Philadelphia, Pennsylvania 19106, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to DIFA. MIMBT is a subsidiary of Macquarie Management Holdings, Inc. (MMHI). DIFA is responsible for day-to-day portfolio management of its portion of the Fund but may delegate certain of its duties to its affiliates, Macquarie Investment Management Global Limited (MIMGL).


50


SEI / PROSPECTUS

MIMGL is located at 50 Martin Place, Sydney, Australia 2000. DIFA and MIMGL are each U.S. registered investment advisers and are subsidiaries of Macquarie Group Limited. Jens Hansen heads the firm's Global Equity team and is a Portfolio Manager for the team's strategies. He joined Macquarie Asset Management (MAM) in June 2018. Mr. Hansen has been a Portfolio Manager since 2001. Mr. Hansen started his career in 1982 with Spar Nord Bank, where he worked as an analyst and trader of bonds, equities, and derivatives. In 1994, he joined Nykredit Bank, where he worked as a bond trader. Mr. Hansen attended the Aarhus School of Business where he gained a graduate diploma in business administration within finance and international trade. Klaus Petersen is a Senior Portfolio Manager for the firm's Global Equity team. He joined MAM in June 2018. Mr. Petersen has been a Portfolio Manager since 2006. Previously, he worked for ATP, Denmark's largest pension fund, beginning in 1999 as a Senior Portfolio Manager and later in the role as team leader of the technology, media, and telecommunications (TMT) team. He joined Codan Bank in 1996, first as a Senior Sales Analyst and later as a Senior Portfolio Manager. Between 1988 and 1996, Mr. Petersen worked for various brokers as an Equity Sales Analyst. He started his career in 1984 as an administrator of pension pools at Faellesbanken in Denmark. Mr. Petersen attended the Copenhagen Business School where he gained a graduate diploma in business administration (financial and management accounting). Claus Juul is a Portfolio Manager for the firm's Global Equity team. He joined MAM in June 2018. Mr. Juul has been a portfolio manager since 2004. Prior to that, he was an Equity Analyst at Spar Nord Bank before becoming Vice President of the research department in 2001. He started his career in 1998 with Sydbank as an Equity Analyst. He attended the Aarhus School of Business where he gained a master's degree in economics and business administration. Åsa Annerstedt is a Portfolio Manager for the firm's Global Equity team. She joined MAM in June 2018. Ms. Annerstedt has been a Portfolio Manager since 2013. Previously, she was a member of the investment committee of a European Union fund dedicated to the financing of companies. Between 1999 and 2009, Ms. Annerstedt managed award-winning European Small Cap and Global Equity portfolios at SEB Asset Management in Denmark. She started her career in 1996 as a business controller and consultant in Sweden. Ms. Annerstedt attended Ecole Supérieur de Commerce in Paris and Marseille and earned a master's degree in finance and international trade from Lund University in Sweden. Allan Saustrup Jensen joined MAM in May 2020 as a Portfolio Manager for the firm's Global Equity team. He has more than 20 years of experience in the asset management industry. Prior to joining MAM, he spent five years at European Capital Partners as a fund manager. From 2010 to 2015, Mr. Jensen was a trader at European Value Partners. Prior to that, he spent four years at UBS Wealth Management as a Portfolio Manager. He began his investment career at Nordea Bank. Mr. Jensen attended Copenhagen Business School where he earned a Graduate Diploma in finance. Chris Gowlland is the Head of Equity Quantitative Research, a role he assumed in July 2019. As part of his role, he also serves as Portfolio Manager for certain portfolios managed by the Global Equity team and for several different strategies in the firm's multi-asset class offerings. Previously, Mr. Gowlland was a Senior Quantitative Analyst for the firm's equity department. Prior to joining MAM in May 2007, he spent seven years working in fundamental equity research and corporate finance for Morgan Stanley and Commerzbank Securities, followed by two years as a quantitative strategist at Morgan Stanley and at State Street Global Markets. Mr. Gowlland holds a bachelor's degree in Chinese and Spanish from the University of Leeds (U.K.), a master's degree in development studies from Brown University, and another master's degree in international management from Thunderbird. He also spent several years in a Ph.D. program in political economy at Harvard University. Mr. Gowlland is a member of the CFA Institute, the CFA Society New York, the CFA Society of Philadelphia, and the Society of Quantitative Analysts.

JOHCM (USA) Inc.: JOHCM (USA) Inc. (JOHCM), located at 53 State Street Suite 1302, 13th Floor Boston, MA 02109, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to JOHCM. Christopher Lees, CFA,


51


SEI / PROSPECTUS

Senior Fund Manager, joined JOHCM in 2008 and is Senior Fund Manager of JOHCM's Global and International Equity Strategies. Prior to joining JOHCM in 2008, Mr. Lees spent over 19 years at Baring Asset Management ("Baring"), most recently as Head of the firm's Global Sector Teams. In addition to this role, Mr. Lees was Baring's Lead Global High Alpha Manager and Lead Manager for the strong performing EAFE portfolios. Prior to Baring, Mr. Lees held positions as Senior Portfolio Manager, US Equity Team in Boston and as an Analyst in the UK Stock Selection, as well as the firm's Global Asset Allocation team. Mr. Lees is a CFA charterholder and holds a Bachelor of Science (Hons) in Geography from University of London. Nudgem Richyal, CFA, is a Senior Fund Manager working closely with Mr. Lees in the management of JOHCM's Global and International Select Equity strategies. Additionally, he is the Senior Fund Manager for JOHCM's Global Sharia Equity Strategy. Prior to joining JOHCM, Mr. Richyal was an Investment Director within the Global Equity Group of Baring (working closely with Mr. Lees since July 2001). Mr. Richyal is a CFA charterholder and holds a first class Bachelor of Science (Hons) in Chemistry from the University of Manchester.

Lazard Asset Management LLC: Lazard Asset Management LLC (Lazard), located at 30 Rockefeller Plaza, New York, New York 10112, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Lazard. Paul Moghtader is a Managing Director and Portfolio Manager/Analyst, leading Lazard's Equity Advantage team. He began working in the investment field in 1992. Prior to joining Lazard in 2007, Mr. Moghtader was Head of the Global Active Equity Group and a Senior Portfolio Manager at State Street Global Advisors (SSgA). At SSgA he was the senior manager responsible for the research and portfolio management of all multi-regional active quantitative equity strategies. Previously, he was an analyst at State Street Bank. He began his career at Dain Bosworth as a research assistant. Mr. Moghtader has a Master of Management (MM) from Northwestern University and a BA in Economics from Macalester College. Mr. Moghtader is a CFA® charterholder. Susanne Willumsen is a Managing Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. She began working in the investment field in 1993. Prior to joining Lazard in 2008, Ms. Willumsen was Managing Director, Head of Active Equities Europe with SSgA. During her 13 year tenure at SSgA, she was responsible for the research and portfolio management of all UK and European equity strategies. Prior to joining SSgA, Ms. Willumsen traded equity derivatives for the proprietary desk at Investcorp. She received an MSc in Shipping, Trade and Finance from City University and a BSc in Management Studies from the University of Surrey. Taras Ivanenko is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 1995. Prior to joining Lazard in 2007, Mr. Ivanenko was a Senior Portfolio Manager in the Global Active Equity group at SSgA. Earlier at SSgA, he was a Principal and Senior Application Development Architect in the Equity Systems group. Previously, he was an analyst in Quantitative Research and Trading Systems at Oxbridge Research. He has a PhD in Physics from Massachusetts Institute of Technology and an Engineer-Physicist degree from Moscow Physical-Technical Institute. Mr. Ivanenko is a CFA® charterholder. Peter Kashanek is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. Mr. Kashanek began working in the investment field in 1994. Prior to joining Lazard in 2007, Mr. Kashanek was a Principal and a Portfolio Manager in the Global Active Equity group at SSgA. Previously, he was an investment analyst in the Institutional Equity Research Group at Bank of Montreal where he focused on global energy companies. Prior to that, he was an Associate in the Global Equity Research Group at Deutsche Bank Securities. Mr. Kashanek also worked at Reliant Energy in Houston as a member of its Corporate Development team. He has an MBA with a concentration in Finance from Vanderbilt University and a BA in Government from St. Lawrence University. Alex Lai is a Director and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 2002. Prior to joining Lazard in 2008, Mr. Lai was a Vice President


52


SEI / PROSPECTUS

and Quantitative Portfolio Manager in the Global Active Equity group at SSgA. Prior to that, Mr. Lai was an investment-banking analyst at Lehman Brothers Asia in Hong Kong. He has an MSc in Finance from Boston College and a BBA (Hons) in Finance and Accounting from the University of Michigan, Ann Arbor. He is a CFA® charterholder. Ciprian Marin is a Director of Quantitative Research and Portfolio Manager/Analyst on Lazard's Equity Advantage team. He began working in the investment field in 1997. Prior to joining Lazard in 2008, Mr. Marin was a Senior Portfolio Manager at SSgA, managing European, UK and Global funds. He was also responsible for quantitative research on the European team of the Global Active Equity Group. Prior to joining SSgA, he was a Quantitative Analyst at Citigroup where he focused on developing stock selection models, statistical arbitrage trading strategies and factor research. Previously, Mr. Marin was a quantitative research associate at Nikko Salomon Smith Barney. He has an MBA in Finance from the International University of Japan and a BS in International Economics from the Academy of Economic Studies Bucharest. He is a Certified Investment Adviser (UK).

Pzena Investment Management, LLC: Pzena Investment Management, LLC (Pzena), located at 320 Park Avenue, 8th Floor, New York, NY 10022, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to Pzena. Caroline Cai, CFA, is a Managing Principal, the Chief Executive Officer, a Portfolio Manager, and a member of the firm's Executive Committee. Ms. Cai is a co-portfolio manager for the Global, International, and Emerging Markets strategies, and the Financial Opportunities service. Ms. Cai became a member of the firm in 2004. Prior to joining Pzena, Ms. Cai was a senior analyst at AllianceBernstein LLP, and a business analyst at McKinsey & Company. She earned a B.A. summa cum laude in Math and Economics from Bryn Mawr College. Ms. Cai holds the Chartered Financial Analyst® designation. Allison Fisch is a Managing Principal, the President, a Portfolio Manager and a member of the firm's Executive Committee. Ms. Fisch became a member of the firm in 2001 and helped to launch the Emerging Markets strategy in 2008, on which she has been a co-portfolio manager since inception. She joined the International portfolio management team in 2016. Ms. Fisch also co-managed the International Small Cap Value and oversaw Global Best Ideas from 2017 to 2022. She was promoted to President in 2023. Prior to joining Pzena, Ms. Fisch was a business analyst at McKinsey & Company. She earned a B.A. summa cum laude in Psychology and a minor in Drama from Dartmouth College. John P. Goetz is a Managing Principal, the Co-Chief Investment Officer, a Portfolio Manager, and a member of the firm's Executive Committee. Mr. Goetz is a co-portfolio manager for the Global, International, European and Japan Focused Value strategies. He also previously served as the Director of Research and was responsible for building and training the research team. Mr. Goetz became a member of the firm in 1996. Prior to joining Pzena, Mr. Goetz held a range of key positions at Amoco Corporation, his last as the Global Business Manager for Amoco's $1 billion polypropylene business where he had bottom-line responsibility for operations and development worldwide. Prior positions included strategic planning, joint venture investments, and project financing in various oil and chemical businesses. Before joining Amoco, Mr. Goetz had been employed by The Northern Trust Company and Bank of America. He earned a B.A. summa cum laude in Mathematics and Economics from Wheaton College and an M.B.A from the Kellogg School at Northwestern University. Rakesh Bordia is a Principal and a Portfolio Manager. Mr. Bordia is a co-portfolio manager for the Emerging Markets and International strategies. Mr. Bordia became a member of the firm in 2007. Prior to joining Pzena Investment Management, Mr. Bordia was a principal at Booz Allen Hamilton focusing on innovation and growth strategies, and a software engineer at River Run Software Group. He earned a Bachelor of Technology in Computer Science and Engineering from the Indian Institute of Technology, Kanpur, India and an M.B.A. from the Indian Institute of Management, Ahmedabad, India.

WCM Investment Management, LLC: WCM Investment Management, LLC (WCM), located at 281 Brooks Street, Laguna Beach, California 92651, serves as a Sub-Adviser to a portion of the assets of the International


53


SEI / PROSPECTUS

Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to WCM. Sanjay Ayer serves as Portfolio Manager and Business Analyst at WCM and has been with the firm since 2007. Mr. Ayer's primary responsibilities are portfolio management and equity research. Paul R. Black serves as Portfolio Manager and Co-CEO at WCM, and has been with the firm since 1989. Mr. Black's primary responsibilities are portfolio management and equity research. Peter J. Hunkel serves as Portfolio Manager and Business Analyst at WCM and has been with the firm since 2007. Mr. Hunkel's primary responsibilities are portfolio management and equity research. Michael B. Trigg serves as Portfolio Manager and President at WCM and has been with the firm since 2006. Mr. Trigg's primary responsibilities are portfolio management and equity research. Jon Tringale serves as Portfolio Manager at WCM, and has been with the firm since 2015. Mr. Tringale's primary responsibility is portfolio management.

EMERGING MARKETS EQUITY FUND:

JOHCM (USA) Inc.: JOHCM (USA) Inc. (JOHCM), located at 53 State Street Suite 1302, 13th Floor Boston, MA 02109, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to JOHCM. Emery Brewer is the Lead Senior Manager of the JOHCM Emerging Markets Fund. Mr. Brewer has 30 years' industry experience. 23 of those years have been in Emerging Markets equity fund management, which he gained while working at Driehaus Capital Management from 1997-2007, as a private investor from 2008-2009, and after joining JOHCM in 2010. Mr. Brewer has a B.S. in Economics from the University of Utah and an M.B.A. from the University of Rochester. Dr. Ivo Kovachev is Senior Fund Manager of the JOHCM Emerging Markets Fund. Dr. Kovachev joined JOHCM in 2010 from Kinsale Capital Management, where he was Chief Investment Officer. Previously, Dr. Kovachev spent ten years at Driehaus Capital Management. Dr. Kovachev holds a Masters in Engineering in Management Information Systems from the Prague School of Economics and an M.Sc. in Technology and Innovation Management from the University of Sussex. In addition, Dr. Kovachev holds a Ph.D. in Industrial and Development Policy from the Open University. Dr. Kovachev is also a Fulbright Scholar, having attended the Thunderbird School of Global Management in Arizona.

KBI Global Investors (North America) Ltd: KBI Global Investors (North America) Ltd (KBIGI (North America)), located at 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1, D01 X5P3, Ireland, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to KBIGI (North America). Gareth Maher is Head of Portfolio Management and has been with the firm since 2000. Mr. Maher joined KBIGI (North America)'s investment team in 2008 and holds a master's degree in Economic Science from University College Dublin. David Hogarty, Head of Strategy Development, was instrumental in developing the strategy in 2003 and has been a member of the investment team since launch. Mr. Hogarty has over 30 years of industry experience. Ian Madden, a Senior Portfolio Manager, joined the firm in 2000 as a Portfolio Assistant. Mr. Madden was appointed Manager of KBIGI (North America)'s Institutional Business Support unit in 2002 and joined the investment team as a Portfolio Manager in 2004. James Collery, a Senior Portfolio Manager, joined the firm in 2001 as a Performance & Risk Analyst. Mr. Collery was appointed a Portfolio Manager on KBIGI (North America)'s Hedge Fund team in 2003 and joined the team as a Portfolio Manager in 2007. John Looby, a Senior Portfolio Manager with KBIGI (North America), joined the firm in September 2014 and has over 30 years of industry experience. Prior to joining KBIGI (North America), Mr. Looby was a Senior Investment Manager at Setanta Asset Management, where he was the Lead Senior Portfolio Manager of the flagship Global Equity Fund. Massimiliano Tondi, CFA, FRM, a Senior Portfolio Manager, joined the firm in September 2014 and has 19 years of industry experience. Prior to joining KBIGI (North America), Mr. Tondi was a Quantitative Portfolio Manager at Fideuram Asset Management Ireland since 2011 and served as a Risk Manager at


54


SEI / PROSPECTUS

Fideuram Asset Management Ireland since 2007.

Neuberger Berman Investment Advisers LLC: Neuberger Berman Investment Advisers LLC (NBIA; and, together with its affiliates, Neuberger Berman), located at 1290 Avenue of the Americas, New York, New York 10104, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Conrad A. Saldanha, CFA, Managing Director, is responsible for the management of the portion of the Emerging Markets Equity Fund's assets allocated to NBIA. Mr. Saldanha joined Neuberger Berman in 2008. Mr. Saldanha is a Senior Portfolio Manager on the Emerging Market Equity team. Prior to joining the firm, he held several positions at GE Asset Management, Inc., most recently, vice president and co-portfolio manager on the Global Emerging Markets product, as well as the portfolio manager for the Indian Equity strategy. Previous positions include vice president and portfolio manager for International and European equities, analyst for International, European and Emerging equities. Mr. Saldanha began his career at GE Capital's Financial Management Program. He earned a BCom from St. Xavier's College, Calcutta, an MBA from Virginia Polytechnic Institute and has also been awarded the Chartered Financial Analyst designation.

Qtron Investments LLC: Qtron Investments LLC (Qtron), located at 200 High Street, 5th Floor, Boston, MA 02110, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to Qtron. Dmitri Kantsyrev and Ronald Hua are the cofounders and Partners of Qtron and serve as its Portfolio Managers. Prior to Qtron, Dr. Kantsyrev served as a director for PanAgora Asset Management's (PanAgora) Dynamic Equity team and was a member of the firm's Operating Committee (2007-2016). Dr. Kantsyrev led portfolio management and research for the Dynamic Equity team's global, international, and emerging markets strategies. Prior to PanAgora, Dr. Kantsyrev pursued an academic career as a lecturer at the USC Marshall School of Business and Pepperdine University. Before his switch to finance, Dr. Kantsyrev was a research scientist at the University of Michigan Spin Physics Center. Dr. Kantsyrev holds a Ph.D. in Economics from the University of Southern California and M.S. degrees in Mathematical Finance and Physics. Dr. Kantsyrev is a CFA charterholder, has been published in the Journal of Portfolio Management, and has presented at conferences and seminars. Prior to Qtron, Mr. Hua was a partner at Goldman Sachs Asset Management and served as Chief Investment Officer in the Quantitative Investment Strategies Group (2011-2016). Before joining Goldman Sachs Asset Management, Mr. Hua served as the Chief Investment Officer of Equities at PanAgora where he oversaw Dynamic Equity products (2004-2011). Prior to PanAgora, Mr. Hua was a portfolio manager at Putnam Investments managing international and US small-cap funds (1999-2004). Before that, Mr. Hua was a Quantitative Research Analyst at Fidelity Management and Research Company (1994-1999). Mr. Hua holds an M.B.A. and an M.S. in Computer Science from New York University. Mr. Hua is a CFA charterholder. Mr. Hua is on the editorial board of the Journal of Portfolio Management (JPM) and has been published in the JPM.

Robeco Institutional Asset Management US Inc.: Robeco Institutional Asset Management US Inc. (Robeco), located at 230 Park Avenue, Suite 3330, New York, NY 10169, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to Robeco. Jaap van der Hart is the Lead Portfolio Manager of Robeco's High Conviction Emerging Stars strategy. Previously, he was responsible for investments in South America, Eastern Europe, South Africa, Mexico, China and Taiwan. He started his career in the investment industry in 1994 in Robeco's Quantitative Research department and moved to the Emerging Markets Equity team in 2000. Mr. van der Hart holds an M.S. in Econometrics from Erasmus University Rotterdam. Karnail Sangha is a Portfolio Manager to Robeco's High Conviction Emerging Stars Strategy and the Lead Portfolio Manager for Emerging Smaller Companies. He is a global strategies Research Analyst with a focus on India and Pakistan. Prior to joining Robeco in 2000, Mr. Sangha was a Risk Manager/Controller at Aegon Asset Management,


55


SEI / PROSPECTUS

where he started his career in the industry in 1999. He holds an M.S. in Economics from Erasmus University Rotterdam and is a CFA® Charterholder.

INTERNATIONAL FIXED INCOME FUND:

AllianceBernstein L.P.: AllianceBernstein L.P. (AllianceBernstein), located at 501 Commerce St. Nashville, TN 37203, serves as a Sub-Adviser to the International Fixed Income Fund. A team of investment professionals, led by Scott DiMaggio, CFA, John Taylor, Vivek Bommi, CFA, Nicholas Sanders, CFA and Eamonn Buckley manage the portion of the International Fixed Income Fund's assets allocated to AllianceBernstein. Mr. DiMaggio currently serves as the Director of both Global Fixed Income and Canada Fixed Income of AllianceBernstein. In this capacity, Mr. DiMaggio leads both the Global Fixed Income and Canada Fixed Income portfolio-management teams, and is ultimately responsible for all investment activities in both the Global and Canada Multi-Sector Fixed Income Securities. Mr. DiMaggio has been with AllianceBernstein for twenty-two years. Mr. Taylor currently serves as Portfolio Manager at AllianceBernstein and is a member of the Global Fixed Income, Absolute Return, UK Fixed Income, Euro Fixed Income and Emerging Market Debt portfolio-management teams. Mr. Taylor also serves as a member of the Emerging Market Debt Research Review team. Mr. Taylor has been with AllianceBernstein for twenty-one years. Mr. Bommi is Head of European Fixed Income and Director of European and Global Credit at AllianceBernstein. In these roles he leads AllianceBernstein's European/UK Fixed Income, European Income, Euro High Yield, Euro Credit, Financial Credit and Global Credit teams. Prior to joining AllianceBernstein in 2021, he served as Head of European Non-Investment Grade at Neuberger Berman, leading the teams managing European high-yield, loan and collateralized loan obligation portfolios, and global high-yield strategies. Mr. Bommi has more than 20 years of investment experience, with a background in both research and portfolio management. Mr. Sanders currently serves as a Portfolio Manager for UK Multi-Sector Fixed Income and a member of the Global Fixed Income team, participating in liquid market analysis and review on behalf of Global Fixed Income portfolios. Mr. Sanders joined AllianceBernstein in 2006. Mr. Buckley currently serves as a Portfolio Manager for Fixed Income, focusing on euro and sterling investment-grade credit and multi-sector portfolios. He joined the firm in 2010 and assumed the role of Portfolio Manager in January 2015.

Colchester Global Investors Ltd: Colchester Global Investors Ltd (Colchester), located at Heathcoat House, 20 Savile Row, London, United Kingdom W1S 3PR, serves as a Sub-Adviser to the International Fixed Income Fund. A team of investment professionals manages the portion of the International Fixed Income Fund's assets allocated to Colchester. Ian Sims is the Chairman and Chief Investment Officer of Colchester. Mr. Sims founded the firm in 1999 and is responsible for the strategic direction of the firm. Mr. Sims oversees the management of the firm's assets globally as Chief Investment Officer and has final say on any investment matter. Prior to Colchester, Mr. Sims was founder and Chief Investment Officer for Global Fixed Income at Delaware International Advisors, Ltd., subsequently renamed Mondrian, where he worked for nearly 10 years. Mr. Sims' previous work experience includes fixed income portfolio management at Royal Bank of Canada and Hill Samuel Investment Advisers. Mr. Sims has authored a widely read publication on the use of real yields in global bond management. Mr. Sims holds a B.Sc. in Economics from Leicester University and an M.Sc. in Statistics from Newcastle University. Keith Lloyd, CFA, is the Chief Executive Officer and Deputy Chief Investment Officer of Colchester and has been with the firm since its inception. Mr. Lloyd manages the Investment and Operations teams and oversees investment research, portfolio construction and implementation on a day to day basis. Mr. Lloyd regularly contributes his insights to Investment Outlook papers. Prior to Colchester, Mr. Lloyd spent eight years in the World Bank's Investment Department managing global real and leveraged money as a lead fixed income portfolio manager, senior investment


56


SEI / PROSPECTUS

strategist and proprietary trader. Mr. Lloyd's previous work experience includes seven years with the Reserve Bank of New Zealand as an economist where he served on its policy-making committee. Mr. Lloyd began his career in 1983 as an international macro-monetary economist and Investment Manager. Mr. Lloyd has authored several exchange and interest rate papers. Mr. Lloyd is a CFA charter holder and has a B.A. in Economics from Massey University and an M.Sc. in Economics from the London School of Economics.

Wellington Management Company LLP: Wellington Management Company LLP (Wellington Management), a Delaware limited liability partnership with principal offices located at 280 Congress Street, Boston, Massachusetts 02210, serves as a Sub-Adviser to the International Fixed Income Fund. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. A team of investment professionals manages the portion of the International Fixed Income Fund's assets allocated to Wellington. Ed Meyi, FRM, Managing Director and Fixed Income Portfolio Manager, has served as the Portfolio Manager of the portion of the International Fixed Income Fund's assets allocated to Wellington Management since 2022. Mr. Meyi has been involved in the management of benchmark-relative fixed income portfolios since he joined Wellington Management as an investment professional in 2002. Martin Harvey, CFA, Managing Director and Fixed Income Portfolio Manager, focuses on managing the total return suite of products, specializing in government bond and currency market strategies, and co-manages benchmark-relative fixed income portfolios. Mr. Harvey joined Wellington Management in 2016. Sam Hogg, CFA, Vice President and Fixed Income Portfolio Manager, works closely with Mr. Meyi and Mr. Harvey in the management of benchmark-relative global fixed income portfolios. Mr. Hogg joined Wellington Management in 2022. Prior to joining Wellington, Mr. Hogg worked at Allianz Global Investors and Rogge Global Partners for 11 years as a Portfolio Manager.

EMERGING MARKETS DEBT FUND:

Colchester Global Investors Ltd.: Colchester Global Investors Ltd (Colchester), located at Heathcoat House, 20 Savile Row, London, United Kingdom W1S 3PR, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Colchester. Ian Sims is the Chairman and Chief Investment Officer of Colchester. Mr. Sims founded the firm in 1999 and is responsible for the strategic direction of the firm. Mr. Sims oversees the management of the firm's assets globally as Chief Investment Officer and has final say on any investment matter. Prior to Colchester, Mr. Sims was founder and Chief Investment Officer for Global Fixed Income at Delaware International Advisors, Ltd., subsequently renamed Mondrian, where he worked for nearly 10 years. Mr. Sims' previous work experience includes fixed income portfolio management at Royal Bank of Canada and Hill Samuel Investment Advisers. Mr. Sims has authored a widely read publication on the use of real yields in global bond management. Mr. Sims holds a B.Sc. in Economics from Leicester University and an M.Sc. in Statistics from Newcastle University. Keith Lloyd, CFA, is the Chief Executive Officer and Deputy Chief Investment Officer of Colchester and has been with the firm since its inception. Mr. Lloyd manages the Investment and Operations teams and oversees investment research, portfolio construction and implementation on a day to day basis. Mr. Lloyd regularly contributes his insights to Investment Outlook papers. Prior to Colchester, Mr. Lloyd spent eight years in the World Bank's Investment Department managing global real and leveraged money as a lead fixed income Portfolio Manager, Senior Investment Strategist and Proprietary Trader. Mr. Lloyd's previous work experience includes seven years with the Reserve Bank of New Zealand as an economist where he served on its policy-making committee. Mr. Lloyd began his career in 1983 as an international macro-monetary economist and Investment Manager. Mr. Lloyd has authored several exchange and interest rate papers. Mr. Lloyd is a CFA charter holder and has a B.A. in Economics from Massey University and an M.Sc. in Economics from the London School of Economics.


57


SEI / PROSPECTUS

Marathon Asset Management, L.P.: Marathon Asset Management, L.P. (Marathon), located at One Bryant Park, 38th Floor, New York, New York 10036, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Marathon. Lou Hanover, CIO & Co-Managing Partner, Co-Founder of Marathon, has been with Marathon since its founding in 1998. Mr. Hanover oversees Marathon's portfolio managers and their investment activities. His responsibilities also include managing risk on a firm-wide basis, as well as serving as Senior Portfolio Manager for the firm's multi-strategy credit investment funds and separate accounts. Gaby Szpigiel is a Partner & Head of Marathon's Emerging Markets Group. Mr. Szpigiel joined Marathon in September of 2003 and is responsible for asset management of sovereign and corporate credit, local markets and equities (including distressed debt and special situations) across Latin America, Asia, EMEA and the Middle East and Africa. Andrew Szmulewicz is a Managing Director, Portfolio Manager & Strategist in Marathon's Emerging Markets Group. Mr. Szmulewicz joined Marathon in August of 2014 and is responsible for the development of new Emerging Market strategies from a technical perspective. Mr. Szmulewicz spent 9 years at J.P. Morgan Chase prior to joining Marathon.

Neuberger Berman Investment Advisers LLC: Neuberger Berman Investment Advisers LLC (NBIA; and, together with its affiliates, Neuberger Berman), located at 1290 Avenue of the Americas, New York, New York 10104, serves as the Sub-Adviser to the Emerging Markets Debt Fund. Portfolio managers Rob Drijkoningen, Gorky Urquieta, Jennifer Gorgoll, CFA, Raoul Luttik, Nish Popat, Prashant Singh, CFA, Bart van der Made, CFA and Vera Kartseva are responsible for the management of the assets of the Emerging Markets Debt Fund allocated to NBIA. Mr. Drijkoningen, Managing Director, joined Neuberger Berman in 2013. Mr. Drijkoningen is a Co-Head of the Emerging Markets Debt team and Senior Portfolio Manager. Mr. Drijkoningen joined Neuberger Berman after working at ING Investment Management for almost 18 years, most recently as the global Co-Head of the Emerging Markets Debt team. Mr. Drijkoningen earned his Macro-Economics degree from Erasmus University in Rotterdam and has authored numerous articles on emerging markets debt subjects. Mr. Drijkoningen is DSI qualified. Mr. Urquieta, Managing Director, joined Neuberger Berman in 2013. Mr. Urquieta is a Global Co-Head of the Emerging Markets Debt team and Senior Portfolio Manager. Mr. Urquieta joined Neuberger Berman from ING Investment Management where he was most recently global Co-Head of Emerging Markets Debt, responsible for global emerging markets debt external and local currency strategies. Mr. Urquieta joined ING Investment Management in 1997. Mr. Urquieta obtained a B.A. in Business Administration from the Bolivian Catholic University in La Paz, Bolivia, and a Master's degree in Finance from the University of Wisconsin. Ms. Gorgoll, CFA, Managing Director, joined Neuberger Berman in 2013. Ms. Gorgoll is a Co-Lead Portfolio Manager on the Emerging Markets Corporate Debt team responsible for global portfolios investing in high grade and high yield emerging market corporate debt across the regions. Ms. Gorgoll joined Neuberger Berman after working at ING Investment Management, where she was most recently the Head and a Senior Portfolio Manager of the Emerging Markets Corporate Debt team. Ms. Gorgoll started at ING Investment Management in 2002. Ms. Gorgoll received an M.B.A. with Honors from Columbia Business School with a concentration in Finance and a B.S. in Finance and Insurance from The Honors College at the University of South Carolina. Mr. Luttik, Managing Director, joined Neuberger Berman in 2013. Mr. Luttik is a Senior Portfolio Manager on the Emerging Markets Debt team, responsible for managing Emerging Markets Debt Local Currency strategies. Mr. Luttik joined Neuberger Berman after working at ING Investment Management, where he was a Lead Portfolio Manager within their Emerging Markets team (local currency). Mr. Luttik started at ING Investment Management in 1998. Mr. Luttik acquired a degree in Economics from Rijksuniversiteit Groningen in 1993. In 1997 Mr. Luttik became RBA registered (Register of Investment Analysts) a registration affiliated with the European Federation of Financial Analysts Societies. Mr. Luttik is also DSI qualified. Mr. Popat, Managing


58


SEI / PROSPECTUS

Director, joined Neuberger Berman in 2013. Mr. Popat is a Co-Lead Senior Portfolio Manager on the Emerging Markets Corporate Debt team. Mr. Popat joined Neuberger Berman after working at ING Investment Management, where he was most recently a Senior Portfolio Manager on the Emerging Markets Corporate Debt team. Mr. Popat joined ING Investment Management in 2008. Mr. Singh, CFA, Managing Director, joined Neuberger Berman in 2013. Mr. Singh is the Lead Portfolio Manager (Asia) on the Emerging Markets Debt team. Mr. Singh is responsible for managing the emerging markets debt portfolios in the Asia region, focusing on rates and currencies. Mr. Singh joined Neuberger Berman after working at ING Investment Management, where he held a similar role. Mr. Singh joined ING Investment Management in 2003. Mr. Singh graduated from St. Stephen's College, University of Delhi, India with a BS in Mathematics and earned an M.B.A. from the Indian Institute of Management, Ahmedabad, specializing in Finance. Mr. van der Made, CFA, Managing Director, joined Neuberger Berman in 2013. Mr. van der Made is a Senior Portfolio Manager on the Emerging Markets Debt team, responsible for managing Emerging Markets Debt Hard Currency portfolios. Prior to joining Neuberger Berman, Mr. van der Made held various roles at ING Investment Management, most recently since 2009, as Lead Portfolio Manager of Emerging Markets Debt (hard currency). From 2005 onwards, Mr. van der Made was a Senior Portfolio Manager and before that was the Emerging Markets Debt Economist — the role in which he joined in 2000. Mr. van der Made earned a Master's degree in Econometrics from Erasmus University in Rotterdam, and has been awarded the Chartered Financial Analyst designation. Ms. Kartseva, CFA, Senior Vice President, joined Neuberger Berman in 2013. Ms. Kartseva is a Portfolio Manager and Strategist on the Emerging Markets Debt team. In this role, Ms. Kartseva focuses on tactical asset allocation within Emerging Markets Debt. Ms. Kartseva joined the firm from ING Investment Management where she held a similar role, and was also managing an Emerging Markets Debt Opportunities fund, a blended strategy of hard and local currency debt. Prior to that, Ms. Kartseva was a Quantitative Analyst on the Multi-Asset Group of ING Investment Management.

Ninety One UK Ltd.: Ninety One UK Ltd. (Ninety One), located at 55 Gresham Street, London, EC2V 7EL, United Kingdom, serves as a Sub-Adviser to the Emerging Markets Debt Fund. Werner Gey van Pittius and Antoon de Klerk manage the portion of the assets of the Emerging Markets Debt Fund allocated to Ninety One. Mr. Gey van Pittius joined Ninety One in 2003. Mr. Gey van Pittius is the Co-Head of Emerging Markets Sovereign & FX and Co-Portfolio Manager of the Emerging Markets Local Currency strategy. Mr. Gey van Pittius is jointly responsible for all global emerging markets sovereign debt strategies. Mr. de Klerk, having joined the firm in 2005, is a Portfolio Manager on the Emerging Markets Local Currency Debt, Emerging Markets Local Currency Total Return, and African Fixed Income strategies. Messrs. Gey van Pittius and de Klerk are responsible for the Ninety One's Emerging Markets Local Currency Debt strategy.

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC: Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC (Stone Harbor), located at 31 West 52nd Street, 16th Floor, New York, New York 10019, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Stone Harbor. The team consists of Peter J. Wilby, CFA; James E. Craige, CFA; David A. Oliver, CFA; Kumaran Damodaran, Ph.D.; William Perry; and Stuart Sclater-Booth. Mr. Wilby, Portfolio Manager of the Emerging Markets Debt Fund, has served as Co-Chief Investment Officer of Stone Harbor since December 2018 and Chief Investment Officer of Stone Harbor from April 2006 to December 2018. He also serves as the Vice-Chairman of Virtus Fixed Income Advisers, LLC since July 1, 2022. Prior to April 2006, Mr. Wilby was the Chief Investment Officer of North American Fixed Income and Senior Portfolio Manager responsible for directing investment policy and strategy for all emerging markets and high yield fixed income portfolios at Citigroup Asset Management. Mr. Craige, Portfolio Manager of the Emerging Markets Debt Fund, has served as Co-Chief Investment Officer of Stone Harbor since December 2018 and a Portfolio Manager at Stone


59


SEI / PROSPECTUS

Harbor from April 2006 to December 2018. Prior to April 2006, Mr. Craige was a Managing Director and Senior Portfolio Manager for emerging markets debt portfolios at Salomon Brother Asset Management Inc. Mr. Oliver, Portfolio Manager of the Emerging Markets Debt Fund, has served as a Portfolio Manager at Stone Harbor since June 2008. Prior to joining Stone Harbor in June 2008, Mr. Oliver was a Managing Director in emerging market sales and trading at Citigroup for over five years. Dr. Damodaran has served as a Portfolio Manager at Stone Harbor since July 2015. From 2012 to 2015, Dr. Damodaran served as the Lead Emerging Markets Macro Portfolio Manager at GLG Partners. From 2008 to 2012, Dr. Damodaran was an Executive Vice President and Emerging Markets Portfolio Manager at PIMCO. Prior to PIMCO, he served as a Senior Vice President and Trader in Latin American Local Market Rate Derivatives at Lehman Brothers for over five years. Mr. Perry, Portfolio Manager of the Emerging Markets Debt Fund, has served as a Portfolio Manager at Stone Harbor since September 2012. From 2010 to 2012, Mr. Perry served as an Emerging Markets Portfolio Manager at Morgan Stanley Investment Management. Prior to 2010, Mr. Perry worked in the Global Special Opportunities Group at JPMorgan Chase Securities Inc. for over five years. Mr. Sclater-Booth, Portfolio Manager of the Emerging Markets Debt Fund, has served as a Portfolio Manager at Stone Harbor since September 2014. From 2011 to 2014, Mr. Sclater-Booth served as Head of Emerging Markets and Managing Director at Goldman Sachs. Prior to 2011, Mr. Sclater-Booth worked in Emerging Markets at JPMorgan Chase Securities Inc. for over five years.

The SAI provides additional information about the portfolio managers' compensation, other accounts they manage, and their ownership, if any, of Fund shares.

PURCHASING, EXCHANGING AND SELLING FUND SHARES

This section tells you how to purchase, exchange and sell (sometimes called "redeem") Class Y Shares of the Funds. Class Y Shares may only be purchased by:

•  independent investment advisers investing for the benefit of their clients through accounts held at SEI Private Trust Company, that, after requesting access to Class Y Shares, are approved by the SEI Funds (or their delegate) to purchase Class Y Shares due to the investment adviser having purchased and held (i.e., on a net basis taking into account purchases and redemptions) a minimum of $300,000,000 of client assets in non-money market SEI Funds (Asset Threshold) for at least one year from the date of the request (or such shorter period of time as determined solely by the SEI Funds (or their delegate)) and remaining above this Asset Threshold thereafter. For these purposes, the SEI Funds (or their delegate) consider an independent investment adviser to be an individual or a group of related individuals that, in the sole determination of the SEI Funds (or their delegate), operate as a distinct customer of SEI. In the event that an independent investment adviser that was authorized to purchase Class Y Shares for its clients subsequently drops below the Asset Threshold for whatever reason, which may include a situation where a group of related individuals that previously operated as a distinct customer of SEI cease to do so, the SEI Funds (or their delegate) may in their discretion waive the Asset Threshold requirement;

•  bank trust departments or other financial firms, for the benefit of their clients, that have entered into an agreement with the Funds' Distributor permitting the purchase of Class Y Shares;

•  institutions, such as defined benefit plans, defined contribution plans, healthcare plans and board designated funds, insurance operating funds, foundations, endowments, public plans and Taft-Hartley plans, subject to a minimum initial investment of least $25,000,000 in Class Y Shares of the SEI Funds;


60


SEI / PROSPECTUS

•  clients that have entered into a direct bilateral investment advisory agreement with SIMC with respect to their assets invested in the Funds; and

•  other SEI mutual funds and pooled investment products managed by SIMC.

In the event a Class Y shareholder no longer meets the eligibility requirements to purchase Class Y Shares (as noted in the section), the SEI Funds (or their delegate) may, in their discretion, elect to convert such shareholder's Class Y Shares into a Class of shares of the same Fund(s) for which such shareholder does meet the eligibility requirements. Without limiting the foregoing, this may include situations, as applicable, where the shareholder's independent investment adviser, bank trust department or financial firm no longer meets the eligibility criteria noted above or the shareholder no longer meets the eligibility criteria (for example, by terminating their relationship with an eligible adviser or firm). In all cases, if a client meets the eligibility requirements for more than one other Class of shares, then such client's Class Y shares shall be convertible into shares of the Class having the lowest total annual operating expenses (disregarding fee waivers) for which such clients meet the eligibility requirements.

For information on how to open an account and set up procedures for placing transactions, please call 1-800-DIAL-SEI.

HOW TO PURCHASE FUND SHARES

Fund shares may be purchased on any Business Day. Authorized financial institutions and intermediaries may purchase, sell or exchange Class Y Shares by placing orders with the Transfer Agent or the Funds' authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. 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 interest 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 four or more "round trips" in a Fund in any twelve-month period). For more information regarding the Funds' policies and procedures related to excessive trading, please see "Frequent Purchases and Redemptions of Fund Shares" below.

You may be eligible to purchase other classes of shares of a Fund. However, you may only purchase a class of shares that your financial institutions or intermediaries sell or service. Your financial institution representative or intermediaries can tell you which class of shares is available to you.

Each Fund calculates its NAV per share 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 per share, generally the Funds (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern Time. A Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

When you purchase, sell or exchange Fund shares through certain financial institutions, you may have to transmit your purchase, sale and exchange requests to these financial institutions at an earlier time for your


61


SEI / PROSPECTUS

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, redemption and exchange requests for Fund shares. These requests are executed at the next determined NAV per share 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.

You will have to follow the procedures of your financial institution or intermediary for transacting with the Funds. You may be charged a fee for purchasing and/or redeeming Fund shares by your financial institution or intermediary.

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. You may obtain the current NAV of the Fund by calling 1-800-DIAL-SEI.

If a market quotation is readily available for the valuation of Fund investments, then it is valued by the Funds' administrator at current market value in accordance with the Funds' Pricing and Valuation Procedures. The Trust's Board of Trustees has designated SIMC as the Valuation Designee for the Funds pursuant to Rule 2a-5 under the 1940 Act (the "Rule"). The Valuation Designee has the responsibility for the fair value determination with respect to all Fund investments that do not have readily available market quotations or quotations that are no longer reliable. SIMC, in furtherance of the Board's designation, has appointed a committee of SIMC persons to function as the Valuation Designee (the "Committee") and has established a Valuation and Pricing Policy to implement the Rule and the Funds' Valuation and Pricing Policy (together with SIMC's Valuation and Pricing Policy, the "Fair Value Procedures").

As discussed in detail below, the Committee will typically first seek to fair value investments with valuations received from an independent, third-party pricing agent (a "Pricing Service"). If such valuations are not available or are unreliable, the Committee will seek to obtain a bid price from at least one independent broker or dealer. If a broker or dealer quote is unavailable, the Committee will convene, subject to the Fair Value Procedures, to establish a fair value for the fair value investments.

When valuing portfolio securities, securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on National Association of Securities Dealers Automated Quotations ("NASDAQ") or as otherwise noted below), including securities traded over the counter, are valued 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. Securities traded on NASDAQ are valued at the NASDAQ Official Closing Price.

Redeemable securities issued by open-end investment companies are valued at the investment company's applicable NAV per share, with the exception of ETFs, which are priced as equity securities. These open-end investment company shares are offered in separate prospectuses, each of which describes the process by which the applicable investment company's NAV is determined. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.


62


SEI / PROSPECTUS

Options are valued at the last quoted sales price. If there is no such reported sale on the valuation date, then long positions are valued at the most recent bid price, and short positions are valued at the most recent ask price as provided by a Pricing Service.

Futures and swaps cleared through a central clearing house (centrally cleared swaps) are valued at the settlement price established each day by the board of exchange on which they are traded. The daily settlement prices for financial futures and centrally cleared swaps are provided by a Pricing Service. On days when there is excessive volume, market volatility or the future or centrally cleared swap does not end trading by the time the fund calculates its NAV, the settlement price may not be available at the time at which a fund calculates its NAV. On such days, the best available price (which is typically the last sales price) may be used to value a Fund's futures or centrally cleared swaps position.

If a security's price cannot be obtained, as noted above, or in the case of equity tranches of collateralized loan obligations ("CLOs") or collateralized debt obligations ("CDOs"), the securities will be valued using a bid price from at least one independent broker. If such prices are not readily available, are determined to be unreliable or cannot be valued using the methodologies described above, the Committee will fair value the security using the Fair Value Procedures, as described below.

If available, debt securities, swaps (which are not centrally cleared), bank loans or debt tranches of CLOs/CDOs, such as those held by the Funds, are priced based upon valuations provided by a Pricing Service. Such values generally reflect the last reported sales price if the security is actively traded. The Pricing Service may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations or other methodologies designed to identify the market value for such securities.

On the first day a new debt security purchase is recorded, if a price is not available from a Pricing Service or an independent broker, the security may be valued at its purchase price. Each day thereafter, the debt security will be valued according to the Fair Value Procedures until an independent source can be secured. Securities held by a Fund with remaining maturities of 60 days or less will be valued at their amortized cost. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the security will be valued by an independent broker quote or fair valued by the Committee.

Foreign currency forward contracts are valued at the current day's interpolated foreign exchange rate, as calculated using forward rates provided by a Pricing Service.

The Committee and Funds' administrator, as applicable, reasonably believe that prices provided by Pricing Services are reliable. However, there can be no assurance that such Pricing Service's prices will be reliable. The Committee, who is responsible for making fair value determinations with respect to the Funds' portfolio securities, will, with assistance from the applicable Sub-Adviser, continuously monitor the reliability of readily available market quotations obtained from any Pricing Service and shall promptly notify the Funds' administrator if the Committee reasonably believes that a Pricing Service is no longer a reliable source of readily available market quotations. The Funds' administrator, in turn, will notify the Committee if it reasonably believes that a Pricing Service is no longer a reliable source for readily available market quotations.

The Fair Value Procedures provide that any change in a primary Pricing Service or a pricing methodology for investments with readily available market quotations requires prior approval by the Board. However, when the change would not materially affect the valuation of a Fund's net assets or involve a material departure in


63


SEI / PROSPECTUS

pricing methodology from that of the Fund's existing Pricing Service or pricing methodology, ratification may be obtained at the next regularly scheduled meeting of the Board. A change in a Pricing Service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Committee in accordance with certain requirements.

Securities for which market prices are not "readily available" are valued in accordance with Rule 2a-5 and the Fair Value Procedures.

The Committee must monitor for circumstances that may necessitate that a security be valued using Fair Value Procedures, which can include: (i) the security's trading has been halted or suspended, (ii) the security has been de-listed from a national exchange, (iii) the security's primary trading market is temporarily closed at a time when under normal conditions it would be open, (iv) the security has not been traded for an extended period of time, (v) the security's primary pricing source is not able or willing to provide a price, (vi) trading of the security is subject to local government-imposed restrictions, or (vii) a significant event (as defined below). 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 include: (i) the type of security or asset, (ii) the last trade price, (iii) evaluation of the forces that influence the market in which the security is purchased and sold, (iv) the liquidity of the security, (v) the size of the holding in a Fund or (vi) any other appropriate information.

The Committee is responsible for selecting and applying, in a consistent manner, the appropriate methodologies for determining and calculating the fair value of holdings of the Funds, including specifying the key inputs and assumptions specific to each asset class or holding.

The determination of a security's fair value price often involves the consideration of a number of subjective factors and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

With respect to any investments in foreign securities, the Funds use a third-party fair valuation vendor, which provides a fair value for such foreign securities based on certain factors and methodologies (generally involving tracking valuation correlations between the U.S. market and each foreign security). Values from the 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 Funds shall value the foreign securities in their portfolios that exceed the applicable "confidence interval" based upon the adjusted prices provided by the vendor. Additionally, if a local market in which the Funds own securities is closed for one or more days (scheduled or unscheduled) while a Fund is open, and if such securities in a Fund's portfolio exceed the predetermined confidence interval discussed above, then such Fund shall value such securities based on the fair value prices provided by the vendor.

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 a Fund calculates its NAV. The readily available market quotations of such securities may no longer reflect their market value at the time a Fund calculates NAV if an event that could materially affect the value of those securities (a Significant Event)


64


SEI / PROSPECTUS

has occurred between the time of the security's last close and the time that the Fund calculates NAV thereby rendering the readily available market quotations as unreliable. A Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of a Fund's shares may change on days when shareholders will not be able to purchase or redeem Fund shares. A Significant Event may relate to a single issuer or to an entire market sector.

The Committee is primarily responsible for the obligation to monitor for Significant Events as part of the Committee's ongoing responsibility to determine whether a Fund investment is required to be fair valued (i.e., the investment does not have a reliable readily available market quotation). The Committee may consider input from a Fund's service providers, including the Fund's administrator or a Sub-Adviser, if applicable and as appropriate. If the Committee 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 a Fund calculates net asset value, the Committee shall notify the Fund's administrator.

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 of a Fund could harm other shareholders in various ways, including by diluting the value of the shareholders' holdings, increasing Fund transaction costs, disrupting the portfolio management strategy, causing the Funds to incur unwanted taxable gains and forcing the Funds 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). Accordingly, the Board has adopted policies and procedures on behalf of the Funds to deter short-term trading. The 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 in any twelve-month period. A round trip involves the purchase of shares of a Fund and the 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' policies are made uniformly and 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


65


SEI / PROSPECTUS

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 to identify and deter 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.

The Funds and/or their service providers have entered into agreements with financial intermediaries that require them to provide the Funds and/or their service providers with certain shareholder transaction information to enable the Funds and/or their service providers to review the trading activity in the omnibus accounts maintained by financial intermediaries. The Funds may also delegate trade monitoring to the financial intermediaries. If excessive trading is identified in an omnibus account, the Funds will work with the financial intermediary to restrict trading by the shareholder and may request that the financial intermediary prohibit the shareholder from future purchases or exchanges into the Funds.

Certain of the Funds may be sold to participant-directed employee benefit plans. The Funds' 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 Funds will take such action, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Funds may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

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. Prospective investors should consult their own financial institution or financial intermediary regarding their eligibility to invest in a Fund. The Funds may rely on representations from such financial institutions and financial intermediaries regarding their investor eligibility.

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify and record information that identifies each customer 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. When you open an account on behalf of an entity you will have to provide formation documents and identifying information about beneficial owner(s) and controlling parties. 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 may be required to collect documents to establish and verify your identity.


66


SEI / PROSPECTUS

The Funds will accept investments and your order will be processed at the next determined NAV after receipt of your application in proper form (which includes 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 as well as corresponding tax consequences.

Customer identification and verification are 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 EXCHANGE YOUR FUND SHARES

An authorized financial institution or intermediary may exchange Class Y Shares of any Fund for Class Y Shares of any other fund of SEI Institutional International Trust on any Business Day by placing orders with the Transfer Agent or the Fund's authorized agent. For information about how to exchange Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. This exchange privilege may be changed or canceled at any time upon 60 days' notice. When you exchange shares, you are really selling shares of one fund and buying shares of another fund. Therefore, your sale price and purchase price will be based on the next calculated NAV after the Funds receive your exchange request. All exchanges are based on the eligibility requirements of the fund into which you are exchanging and any other limits on sales of or exchanges in that fund. Each Fund reserves the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interest of the Fund's other shareholders or if it is deemed possibly disruptive to the management of the Fund. When a purchase or exchange order is rejected, the Fund will send notice to the prospective investor or the prospective investor's financial intermediary.

HOW TO SELL YOUR FUND SHARES

Authorized financial institutions and intermediaries may sell Fund shares on any Business Day by placing orders with the Transfer Agent or the Funds' authorized agent. Authorized financial institutions and intermediaries that use certain SEI or third party systems may place orders electronically through those systems. Authorized financial institutions and intermediaries may also place orders by calling 1-800-858-7233. For information about how to sell Fund shares through your authorized financial institution or intermediary, you should contact your authorized financial institution or intermediary directly. Your authorized financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next determined NAV 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.


67


SEI / PROSPECTUS

Receiving Your Money

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

Methods Used to Meet Redemption Obligations

The Funds generally pay sale (redemption) proceeds in cash during normal market conditions. To the extent that a Fund does not have sufficient cash holdings for redemption proceeds, it will typically seek to generate such cash through the sale of portfolio assets. The Funds also operate an interfund lending program that enables a Fund to borrow from another Fund on a temporary basis, which, on a less regular basis, may be used to help a Fund satisfy redemptions. Under stressed or 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 and you will bear the investment risk of the distributed securities until the distributed securities are sold. These methods may be used during both normal and stressed market conditions.

Low Balance Redemptions

A Fund (or its delegate) may, in its discretion, and upon reasonable notice, redeem in full a financial institution, intermediary or shareholder that fails to maintain an investment of at least $1,000 in the Fund. A financial institution, intermediary or shareholder, as applicable, will receive prior notice of a pending redemption using such account's preferred method of communication as reflected on the records of the Trust.

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, as permitted by the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. More information about such suspension can be found in the SAI.

Large Redemptions

Large unexpected redemptions to a Fund can disrupt portfolio management and increase trading costs by causing the Fund to liquidate a substantial portion of its assets in a short period of time. Large redemptions may arise from the redemption activity of a single investor, or the activity of a single investment manager managing multiple underlying accounts. In the event of a large unexpected redemption, a Fund may take such steps as implementing a redemption in kind or delaying the delivery of redemption proceeds for up to seven days. Further, the Funds may reject future purchases from that investor or investment manager. An investor or investment manager with a large position in a Fund may reduce the likelihood of these actions if it works with the Fund to mitigate the impact of a large redemption by, for example, providing advance notice to the Fund of a large redemption or by implementing the redemption in stages over a period of time.


68


SEI / PROSPECTUS

Telephone Transactions

Purchasing, selling and exchanging 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.

Unclaimed Property

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property, including mutual fund shares, under various circumstances. Such circumstances include inactivity (i.e., no owner-initiated contact for a certain period), returned mail (i.e., when mail sent to a shareholder is returned by the post office, or "RPO," as undeliverable), or a combination of both inactivity and returned mail. More information on unclaimed property and how to maintain an active account is available through your state.

If you are a resident of certain states, you may designate a representative to receive notice of the potential escheatment of your property. The designated representative would not have any rights to your shares. Please contact your financial intermediary for additional information.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Funds' shares.

The Funds are sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the Funds. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms and may create an incentive for the firm or its associated Financial Advisors to recommend or offer shares of the Funds to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Funds' SAI. You can also ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Portfolio holdings information for a Fund can be obtained on the Internet at the following address: http://www.seic.com/holdings (the Portfolio Holdings Website). Five calendar days after each month end, 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 who requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the fifth calendar day of the thirteenth month after the date of which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the information disclosed on the Portfolio Holdings website and the Funds' policies and procedures on the disclosure of portfolio holdings information is available in the SAI.


69


SEI / PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Funds distribute their investment income periodically as dividends to shareholders. It is the policy of the International Equity, Emerging Markets Equity and International Fixed Income Funds to pay dividends at least once annually. It is the policy of the Emerging Markets Debt Fund to pay dividends quarterly. 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 U.S. federal income tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or other retirement account, you generally will not be subject to federal taxation on Fund distributions until you begin receiving distributions from your tax-deferred arrangement.

Each Fund has elected and intends to qualify each year for treatment as a regulated investment company (a RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, a Fund's failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.

At least annually, each Fund intends to 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. Distributions you receive are taxable whether or not you reinvest them. Income distributions, other than distributions of qualified dividend income, and distributions of net short-term capital gains are generally taxable at ordinary income tax rates. Dividends that are qualified dividend income are currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and certain requirements are satisfied by you and by the Fund. Qualified dividend income is, in general, dividends from domestic corporations and from certain eligible foreign corporations that include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and those whose stock is tradable on an established securities market in the United States. 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 tax rate of 20%. It is expected that distributions from the International Fixed Income and Emerging Markets Debt Funds will primarily consist of ordinary income and that distributions from these Funds will not be eligible for the lower tax rates applicable to qualified dividend income. The investment strategies of the International Equity Fund and Emerging Markets Equity Fund may limit their ability to make distributions eligible for the lower tax rates applicable to qualified dividend income.

Because the Funds' income is derived primarily from investments in foreign rather than domestic U.S. securities their distributions are generally not expected to be eligible for the dividends received deduction for corporate shareholders.


70


SEI / PROSPECTUS

A RIC that receives business interest income may pass through its net business interest income for purposes of the tax rules applicable to the interest expense limitations under Section 163(j) of the Code. A RIC's total "Section 163(j) Interest Dividend" for a tax year is limited to the excess of the RIC's business interest income over the sum of its business interest expense and its other deductions properly allocable to its business interest income. A RIC may, in its discretion, designate all or a portion of ordinary dividends as Section 163(j) Interest Dividends, which would allow the recipient shareholder to treat the designated portion of such dividends as interest income for purposes of determining such shareholder's interest expense deduction limitation under Section 163(j). This can potentially increase the amount of a shareholder's interest expense deductible under Section 163(j). In general, to be eligible to treat a Section 163(j) Interest Dividend as interest income, you must have held your shares in a Fund for more than 180 days during the 361-day period beginning on the date that is 180 days before the date on which the share becomes ex-dividend with respect to such dividend. Section 163(j) Interest Dividends, if so designated by a Fund, will be reported to your financial intermediary or otherwise in accordance with the requirements specified by the Internal Revenue Service (IRS).

If a Fund distributes more than its net investment income and net capital gains, the excess generally would be treated as nontaxable return of capital that would reduce your cost basis in your Fund shares and would increase your capital gain or decrease your capital loss when you sell your shares.

If you buy shares when a 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, even though, as an economic matter, the distribution simply constitutes a return of your investment. "Buying a dividend" should be avoided by taxable investors.

Each sale of Fund shares may be a taxable event. Assuming a shareholder holds Fund shares as a capital asset, the gain or loss on the sale of Fund Shares generally will be treated as short-term capital gain or loss if you held the shares for 12 months or less, or a long-term capital gain or loss if you held the shares for longer. Any capital loss arising from the sale of the Fund shares held for six months or less, however, will be treated as long-term capital loss to the extent of the amount of net long-term capital gain dividends that were paid with respect to those shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In such case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their "net investment income," including interest, dividends and capital gains (including capital gains realized on the sale or exchange of shares of a Fund).

Each Fund (or their administrative agents) must report to the IRS and furnish to Fund shareholders the cost basis information for Fund shares. In addition to reporting the gross proceeds from the sale of Fund shares, each Fund (or its administrative agent) is also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of its shares, each Fund (or its administrative agent) will permit shareholders to elect from among several IRS-accepted cost basis methods, including average cost. In the absence of an election, each Fund (or its administrative agent) will use the average cost basis method as the default cost basis method. The cost basis method elected by shareholders (or the cost basis method applied by default) for each sale of a Fund's shares may not be changed after the settlement date of each such sale of a Fund's shares. Shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information


71


SEI / PROSPECTUS

provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

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.

If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of stocks and securities of foreign corporations, a Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund, which would allow shareholders to offset some of their U.S. federal income tax. A Fund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

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

Because each shareholder's tax situation is different, you should consult your tax advisor about the tax implications of an investment in the Funds.

The SAI contains more information about taxes.

ADDITIONAL INFORMATION

The Trust enters into contractual arrangements with various parties (including, among others, the Funds' investment adviser, custodian, administrator and transfer agent, accountants and distributor) who provide services to the Funds. Shareholders are not parties to, or intended (or "third-party") beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or any right to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.

This prospectus and the SAI provide information concerning the Trust and the Funds that you should consider in determining whether to purchase shares of the Funds. The Funds may make changes to this information from time to time. Neither this prospectus, the SAI nor any document filed as an exhibit to the Trust's registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Funds and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly (and which may not be waived) by federal or state securities laws.


72


SEI / PROSPECTUS

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about the Class Y 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 derived from the Funds' financial statements, which have been audited by KPMG LLP, the Funds' independent registered public accounting firm. Its report, along with each Fund's financial statements, appears in the annual report. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS OR PERIOD ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

    Net Asset
Value,
Beginning
of Year
  Net
Investment
Income
(Loss)(1)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total
from
Operations
  Dividends
from Net
Investment
Income
  Distributions
from Net
Realized
Gains
  Total
Dividends
and
Distributions
  Net
Asset
Value,
End of
Year
  Total
Return†
  Net Assets
End of
Year
($ Thousands)
  Ratio of
Net
Expenses
to
Average
Net Assets*
  Ratio of
Expenses
to Average
Net Assets
(Excluding
Waivers)**
  Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
  Portfolio
Turnover
Rate†
 

International Equity Fund

     

CLASS Y

 
 

2022

   

$

13.58

   

$

0.24

   

$

(3.39

)

 

$

(3.15

)

 

$

(0.26

)

 

$

(1.51

)

 

$

(1.77

)

 

$

8.66

     

(26.70

)%

 

$

297,968

     

0.84

%

   

0.84

%

   

2.17

%

   

108

%

 
 

2021

     

10.86

     

0.19

     

2.68

     

2.87

     

(0.15

)

   

     

(0.15

)

   

13.58

     

26.55

     

393,903

     

0.83

     

0.83

     

1.44

     

105

   
 

2020

     

10.68

     

0.12

     

0.29

     

0.41

     

(0.23

)

   

     

(0.23

)

   

10.86

     

3.68

     

330,069

     

0.86

     

0.86

     

1.16

     

102

   
 

2019

     

11.39

     

0.23

     

(0.76

)

   

(0.53

)

   

(0.18

)

   

     

(0.18

)

   

10.68

     

(4.43

)

   

370,462

     

0.85

     

0.85

     

2.24

     

73

   
 

2018

     

11.31

     

0.18

     

0.09

     

0.27

     

(0.19

)

   

     

(0.19

)

   

11.39

     

2.40

     

344,977

     

0.84

     

0.84

     

1.60

     

40

   

Emerging Markets Equity Fund

     

CLASS Y

 
 

2022

   

$

14.25

   

$

0.18

   

$

(3.98

)

 

$

(3.80

)

 

$

(0.18

)

 

$

(1.08

)

 

$

(1.26

)

 

$

9.19

     

(29.10

)%

 

$

118,670

     

1.46

%

   

1.56

%

   

1.50

%

   

93

%

 
 

2021

     

12.07

     

0.14

     

2.15

     

2.29

     

(0.11

)

   

     

(0.11

)

   

14.25

     

18.96

     

153,789

     

1.45

     

1.55

     

0.98

     

100

   
 

2020

     

11.22

     

0.08

     

0.93

     

1.01

     

(0.16

)

   

     

(0.16

)

   

12.07

     

8.99

     

134,682

     

1.46

     

1.56

     

0.66

     

90

   
 

2019

     

11.49

     

0.14

     

(0.31

)

   

(0.17

)

   

(0.10

)

   

     

(0.10

)

   

11.22

     

(1.44

)

   

145,600

     

1.45

     

1.56

     

1.25

     

89

   
 

2018

     

12.35

     

0.11

     

(0.76

)

   

(0.65

)

   

(0.21

)

   

     

(0.21

)

   

11.49

     

(5.46

)

   

125,594

     

1.44

     

1.55

     

0.89

     

70

   


73


SEI / PROSPECTUS

    Net Asset
Value,
Beginning
of Year
  Net
Investment
Income
(Loss)(1)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total
from
Operations
  Dividends
from Net
Investment
Income
  Distributions
from Net
Realized
Gains
  Total
Dividends
and
Distributions
  Net
Asset
Value,
End of
Year
  Total
Return†
  Net Assets
End of
Year
($ Thousands)
  Ratio of
Net
Expenses
to
Average
Net Assets*
  Ratio of
Expenses
to Average
Net Assets
(Excluding
Waivers)**
  Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
  Portfolio
Turnover
Rate†
 

International Fixed Income Fund

     

CLASS Y

 
 

2022

   

$

10.41

   

$

0.08

   

$

(1.10

)

 

$

(1.02

)

 

$

(0.10

)

 

$

(0.13

)

 

$

(0.23

)

 

$

9.16

     

(10.00

)%

 

$

72,269

     

0.77

%

   

0.82

%

   

0.78

%

   

47

%

 
 

2021

     

10.47

     

0.06

     

(0.12

)

   

(0.06

)

   

     

^

   

     

10.41

     

(0.54

)

   

76,381

     

0.77

     

0.82

     

0.57

     

65

   
 

2020

     

10.75

     

0.06

     

0.03

     

0.09

     

(0.29

)

   

(0.08

)

   

(0.37

)

   

10.47

     

0.88

     

68,664

     

0.77

     

0.83

     

0.54

     

64

   
 

2019

     

10.29

     

0.07

     

0.88

     

0.95

     

(0.43

)

   

(0.06

)

   

(0.49

)

   

10.75

     

9.54

     

69,681

     

0.77

     

0.82

     

0.66

     

58

   
 

2018

     

10.12

     

0.09

     

0.08

     

0.17

     

     

     

     

10.29

     

1.68

     

43,003

     

0.77

     

0.82

     

0.91

     

71

   

Emerging Markets Debt Fund

     

CLASS Y

 
 

2022

   

$

10.03

   

$

0.42

   

$

(2.77

)

 

$

(2.35

)

 

$

(0.19

)

 

$

   

$

(0.19

)

 

$

7.49

     

(23.87

)%

 

$

84,482

     

1.11

%

   

1.37

%

   

4.77

%

   

88

%

 
 

2021

     

9.79

     

0.42

     

0.07

     

0.49

     

(0.25

)

   

     

(0.25

)

   

10.03

     

4.98

     

107,402

     

1.11

     

1.36

     

4.12

     

91

   
 

2020

     

9.92

     

0.42

     

(0.45

)

   

(0.03

)

   

(0.10

)

   

     

(0.10

)

   

9.79

     

(0.33

)

   

98,869

     

1.11

     

1.36

     

4.33

     

95

   
 

2019

     

9.28

     

0.50

     

0.32

     

0.82

     

(0.18

)

   

     

(0.18

)

   

9.92

     

8.84

     

111,948

     

1.11

     

1.37

     

5.18

     

114

   
 

2018

     

10.57

     

0.53

     

(1.18

)

   

(0.65

)

   

(0.64

)

   

     

(0.64

)

   

9.28

     

(6.57

)

   

113,872

     

1.11

     

1.36

     

5.34

     

80

   

^ Amount represents less than $0.005.

† Returns and portfolio turnover rates are for the period indicated and have not been annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* Includes Fees Paid Indirectly, if applicable. There was no impact to the expense ratios. See Note 5 in Notes to Financial Statements

** See Note 5 in Notes to Financial Statements.

(1) Per share calculated using average shares.

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


74


Investment Adviser

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

Distributor

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

Legal Counsel

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

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

Statement of Additional Information (SAI)

The SAI, dated January 31, 2023, 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, Pennsylvania 19456

By Internet: The Funds make available their SAI and Annual and Semi-Annual Reports, free of charge, on or through the Funds' Website at www.seic.com/fundprospectuses. You can also obtain the SAI, Annual or Semi-Annual Report upon request by telephone or mail.

From the SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may request documents by mail from the SEC, 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 811-05601.

SEI-F-109 (1/23)

seic.com


~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ 0.2138 0.0607 0.0186 0.0053 0.2666 0.1671 0.2241 0.1136 0.0996 0.1596 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ 0.0026 0.0510 0.1449 0.1249 0.3727 0.1867 0.1975 0.1702 0.0183 0.2149 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ 0.0011 0.0792 0.0039 0.0456 0.0179 0.0193 0.0655 0.0295 0.0220 0.0920 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ 0.0959 0.0120 0.0912 0.094 0.1425 0.0873 0.1437 0.0404 0.0583 0.1544 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ 0.2108 0.0635 0.0161 0.0076 0.2631 0.1699 0.2217 0.1103 0.0967 0.1615 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ 0.2138 0.0607 0.0211 0.0031 0.2694 0.1652 0.2274 0.1171 0.1013 0.1568 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ 0.0026 0.0510 0.1425 0.1277 0.3758 0.1842 0.2005 0.1738 0.0166 0.2129 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ 0.0011 0.0792 0.0039 0.0475 0.0210 0.0208 0.0681 0.0325 0.0197 0.0893 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ 0.0959 0.0120 0.0896 0.0979 0.1454 0.0848 0.1464 0.0426 0.0563 0.1521 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ 0.203 false 2022-09-30 485BPOS 0000835597 0000835597 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member ck0000835597:C000017607Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017607Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017607Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member ck0000835597:index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member ck0000835597:C000017609Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017609Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017609Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member ck0000835597:index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member ck0000835597:C000017608Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017608Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017608Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member ck0000835597:index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member ck0000835597:C000017610Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017610Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017610Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member ck0000835597:C000017606Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017606Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017606Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member ck0000835597:index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member ck0000835597:C000147407Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147407Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147407Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member ck0000835597:index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member ck0000835597:C000147409Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147409Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147409Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member ck0000835597:index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member ck0000835597:C000147408Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147408Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147408Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member ck0000835597:index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member ck0000835597:C000147410Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147410Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147410Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 xbrli:pure iso4217:USD

STATEMENT OF ADDITIONAL INFORMATION

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class F Shares

International Equity Fund (SEITX)
Emerging Markets Equity Fund (SIEMX)
International Fixed Income Fund (SEFIX)
Emerging Markets Debt Fund (SITEX)

Class I Shares

International Equity Fund (SEEIX)

Class Y Shares

International Equity Fund (SEFCX)
Emerging Markets Equity Fund (SEQFX)
International Fixed Income Fund (SIFIX)
Emerging Markets Debt Fund (SIEDX)

Investment Adviser:

SEI Investments Management Corporation

Administrator:

SEI Investments Global Funds Services

Distributor:

SEI Investments Distribution Co.

Sub-Advisers:

Acadian Asset Management LLC
AllianceBernstein L.P.
Causeway Capital Management LLC
Colchester Global Investors Ltd
Delaware Investments Fund Advisers, a series of
  Macquarie Investment Management
  Business Trust
JOHCM (USA) Inc.
KBI Global Investors (North America) Ltd
Lazard Asset Management LLC
Marathon Asset Management, L.P.
Neuberger Berman Investment Advisers LLC
Ninety One UK Ltd.
Pzena Investment Management, LLC
Qtron Investments LLC
Robeco Institutional Asset Management US Inc.
Stone Harbor Investment Partners, a division of
  Virtus Fixed Income Advisers, LLC
WCM Investment Management, LLC
Wellington Management Company LLP

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 Class F, Class I and Class Y Shares prospectuses (the "Prospectuses"), each dated January 31, 2023. The Prospectuses may be obtained upon request and without charge by writing the Trust's distributor, SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456, or by calling 1-800-342-5734.

The Trust's financial statements for the fiscal year ended September 30, 2022, including notes thereto and the report of the Independent Registered Public Accounting Firm thereon, are herein incorporated by reference from the Trust's 2022 Annual Report. Shareholder reports are available online or by calling 1-800-DIAL-SEI. Unless you have elected to receive paper copies of the shareholder reports, you will be notified by mail each time a report is posted on the Funds' website and provided with a link to access the report online.

January 31, 2023

SEI-F-046 (1/23)


TABLE OF CONTENTS

GLOSSARY OF TERMS

 

S-1

 

THE TRUST

 

S-3

 

INVESTMENT OBJECTIVES AND POLICIES

 

S-3

 

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

 

S-8

 

American Depositary Receipts

 

S-8

 

Asset-Backed Securities

 

S-8

 

Bank Loans

 

S-10

 

Brady Bonds

 

S-11

 

Commercial Paper

 

S-12

 

Construction Loans

 

S-12

 

Credit-Linked Notes

 

S-12

 

Demand Instruments

 

S-13

 

Derivatives

 

S-13

 

Dollar Rolls

 

S-14

 

Economic Risks of Global Health Events

 

S-15

 

Equity-Linked Warrants

 

S-15

 

Equity Securities

 

S-15

 

Eurobonds

 

S-17

 

Exchange-Traded Products

 

S-17

 

Fixed Income Securities

 

S-18

 

Foreign Securities and Emerging and Frontier Markets

 

S-20

 

Forward Foreign Currency Contracts

 

S-28

 

Futures Contracts and Options on Futures Contracts

 

S-31

 

High Yield Foreign Sovereign Debt Securities

 

S-32

 

Illiquid Securities

 

S-32

 

Insurance Funding Agreements

 

S-32

 

Interfund Lending and Borrowing Arrangements

 

S-32

 

Investment Companies

 

S-33

 

LIBOR Replacement

 

S-34

 

Loan Participations and Assignments

 

S-35

 

MiFID II

 

S-35

 

Money Market Securities

 

S-36

 

Mortgage-Backed Securities

 

S-36

 

Mortgage Dollar Rolls

 

S-39

 

Municipal Securities

 

S-39

 

Non-Diversification

 

S-40

 

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

 

S-40

 

Obligations of Supranational Entities

 

S-41

 

Options

 

S-41

 

Participation Notes

 

S-42

 

Pay-In-Kind Bonds

 

S-43

 

Privatizations

 

S-43

 

Put Transactions

 

S-43

 

Quantitative Investing

 

S-43

 

Real Estate Investment Trusts

 

S-44

 

Receipts

 

S-44

 

Repurchase Agreements

 

S-44

 

Restricted Securities

 

S-45

 

Reverse Repurchase Agreements and Sale-Buybacks

 

S-45

 

Risks of Cyber Attacks

 

S-46

 

Securities Lending

 

S-46

 

Short Sales

 

S-47

 

Sovereign Debt

 

S-47

 

Structured Securities

 

S-48

 

Swaps, Caps, Floors, Collars and Swaptions

 

S-48

 

U.S. Government Securities

 

S-50

 

Variable and Floating Rate Instruments

 

S-51

 

When-Issued and Delayed Delivery Securities

 

S-52

 

Yankee Obligations

 

S-52

 

Zero Coupon Securities

 

S-52

 

INVESTMENT LIMITATIONS

 

S-53

 

THE ADMINISTRATOR AND TRANSFER AGENT

 

S-56

 

THE ADVISER AND SUB-ADVISERS

 

S-58

 

DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING

 

S-97

 

SECURITIES LENDING ACTIVITY

 

S-98

 

TRUSTEES AND OFFICERS OF THE TRUST

 

S-99

 

PROXY VOTING POLICIES AND PROCEDURES

 

S-107

 

PURCHASE AND REDEMPTION OF SHARES

 

S-109

 

TAXES

 

S-109

 

PORTFOLIO TRANSACTIONS

 

S-118

 

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

 

S-120

 

DESCRIPTION OF SHARES

 

S-121

 

LIMITATION OF TRUSTEES' LIABILITY

 

S-122

 

CODES OF ETHICS

 

S-122

 

VOTING

 

S-122

 

SHAREHOLDER LIABILITY

 

S-122

 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 

S-123

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

S-126

 

CUSTODIAN

 

S-126

 

LEGAL COUNSEL

 

S-126

 

APPENDIX A—DESCRIPTION OF CORPORATE BOND RATINGS

 

A-1

 

January 31, 2023


GLOSSARY OF TERMS

The following terms are used throughout this SAI, and have the meanings set forth below. Because the following is a combined glossary of terms used for all the SEI Funds, certain terms below may not apply to your fund. Any terms used but not defined herein have the meaning ascribed to them in the applicable Fund's prospectus or as otherwise defined in this SAI.

Term

 

Definition

 
1933 Act  

Securities Act of 1933, as amended

 
1940 Act  

Investment Company Act of 1940, as amended

 

ADRs

 

American Depositary Receipts

 

ARMS

 

Adjustable Rate Mortgage Securities

 

BHCA

 

Bank-Holding Company Act

 
Bank Loan
Rate
  The rate of interest that would be charged by a
bank for short-term borrowings
 

Board

 

The Trust's Board of Trustees

 

CATS

 

Certificates of Accrual on Treasury Securities

 

CDOs

 

Collateralized Debt Obligations

 

CDRs

 

Continental Depositary Receipts

 
CFTC  

Commodities Futures Trading Commission

 

CLCs

 

Construction Loan Certificates

 

CLOs

 

Collateralized Loan Obligations

 

CMBS

 

Commercial Mortgage-Backed Securities

 

CMOs

 

Collateralized Mortgage Obligations

 

Code

 

Internal Revenue Code of 1986, as amended

 
Confidential
Information
 

Material, non-public information

 
Dodd-Frank
Act
  Dodd-Frank Wall Street Reform and Consumer
Protections Act
 

EDRs

 

European Depositary Receipts

 

ETFs

 

Exchange-Traded Funds

 

ETNs

 

Exchange-Traded Notes

 

ETPs

 

Exchange-Traded Products

 

EU

 

European Union

 

Fannie Mae

 

Federal National Mortgage Association

 

FHA

 

Federal Housing Administration

 

Freddie Mac

 

Federal Home Loan Mortgage Corporation

 

GDRs

 

Global Depositary Receipts

 

GNMA

 

Government National Mortgage Association

 

IFA

 

Insurance Funding Agreement

 

IO

 

Interest-Only Security

 

IRS

 

Internal Revenue Service

 

LIBOR

 

London Interbank Offered Rate

 

Liquidity Fund

 

SEI Liquidity Fund, LP

 

LYONs

 

Liquid Yield Option Notes

 

MiFID II

  Directive 2014/61/EU on markets in financial
instruments and Regulation 600/2014/EU on
markets in financial instruments
 

MLPs

 

Master Limited Partnerships

 

Moody's

 

Moody's Investors Service, Inc.

 

NAV

 

Net Asset Value

 

NDFs

 

Non-Deliverable Forwards

 


S-1


Term

 

Definition

 

NRSRO

  Nationally Recognized Statistical Rating
Organization
 

OTC

 

Over-the-Counter

 

PAC Bonds

 

Planned Amortization Class CMOs

 

PIPEs

 

Private Investments in Public Equity

 

PLC

 

Permanent Loan Certificate

 

P-Notes

 

Participation Notes

 

PO

 

Principal-Only Security

 

Program

 

SEI Funds' interfund lending program

 

QFII

 

Qualified Foreign Institutional Investor

 

QPTPs

 

Qualified Publicly Traded Partnerships

 

REITs

 

Real Estate Investment Trusts

 

REMIC Certificates

 

REMIC pass-through certificates

 

REMICs

 

Real Estate Mortgage Investment Conduits

 

REOCs

 

Real Estate Operating Companies

 

Repo Rate

  rate of interest for an investment in overnight
repurchase agreements
 

RIC

 

Regulated Investment Company

 

S&P

 

Standard & Poor's Rating Group

 

SEC

 

U.S. Securities and Exchange Commission

 

SEI Funds

  The existing or future investment companies
registered under the 1940 Act that are advised
by SIMC
 

STRIPS

  Separately Traded Registered Interest and
Principal Securities
 

Subsidiary

  A wholly-owned subsidiary organized under
the laws of the Cayman Islands
 

TIGRs

 

Treasury Investment Growth Receipts

 

TRs

 

Treasury Receipts

 

UK

 

United Kingdom

 

World Bank

  International Bank of Reconstruction and
Development
 

Yankees

 

Yankee Obligations

 


S-2


THE TRUST

SEI Institutional International Trust (the "Trust") is an open-end management investment company that offers shares of diversified and non-diversified portfolios (only International Fixed Income and Emerging Markets Debt Funds are non-diversified). The Trust was established as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust dated June 28, 1988. The Amended and Restated Agreement and 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 F, Class I and Class Y Shares may be offered, which provide for variations in transfer agent fees, shareholder servicing fees, administrative servicing fees, distribution fees, dividends and certain voting rights. Except for differences among the classes pertaining to shareholder servicing, administrative servicing, distribution, 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 ("SAI") relates to the following portfolios: International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds (each, a "Fund" and together, the "Funds"), including all classes of the Funds.

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. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. Equity securities include common stocks, preferred stocks, participation notes, warrants and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging market countries. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a "Sub-Adviser" and together, the "Sub-Advisers") with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation ("SIMC" or the "Adviser"). One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

The Sub-Adviser(s) may implement a long/short equity investment strategy by investing in securities believed to offer capital appreciation opportunities while also attempting to take advantage of an anticipated decline in the price of a company. A long/short equity investment strategy takes (i) long positions with respect to investments that are believed to be undervalued relative to their potential and likely to increase in price, and (ii) short positions with respect to investments that are believed to have significant risk of decreasing in price. The Sub-Adviser(s) seek returns from strong security selection on both the long and short sides. These long and short positions may be completely unrelated.

Securities of non-U.S. issuers purchased by the Fund will typically be listed on recognized foreign exchanges, but may also 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-3


The Fund may invest up to 20% of its net assets in: (i) foreign corporate government fixed income securities of different types and maturities, including mortgage-backed or other asset-backed securities; (ii) fixed income securities rated below investment grade ("junk bonds"); (iii) repurchase or reverse repurchase agreements; (iv) U.S. or non-U.S. cash reserves; (v) money market instruments; (vi) swaps; (vii) options on securities and non-U.S. indexes; (viii) futures contracts, including stock index futures contracts; (ix) options on futures contracts; and (x) equity-linked warrants, in each case to the extent not covered by the Fund's 80% policy. 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 investments. 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. The Fund may invest in futures contracts, forward contracts and options for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

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

For temporary defensive purposes, when SIMC or a Sub-Adviser determines 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: (i) government obligations; (ii) certificates of deposit; (iii) bankers' acceptances; (iv) time deposits; (v) commercial paper; (vi) short-term corporate debt issues and repurchase agreements; and (vii) 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.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gain rates.

Subject to Section 12 of the 1940 Act and the regulations promulgated thereunder, the Fund may purchase futures contracts or shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The particular ETF complexes in which the Fund may invest and additional information about the limitations of such investments are further described under the heading "Exchange-Traded Funds" in the sub-section "Investment Companies" of the "Description of Permitted Investments and Risk Factors" section below.

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. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund will invest primarily in equity securities of foreign companies located in emerging market countries. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. SIMC and the Sub-Advisers consider emerging market issuers to include: (i) companies the securities of which are principally traded in the capital markets of emerging market countries; (ii) 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 (iii) companies that are organized under the laws of, and have a principal office in, an emerging market country.


S-4


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. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

There is no restriction on the maturity of any single instrument held by the Fund. Maturities may vary widely depending on SIMC's or a Sub-Adviser's assessment of interest rate trends and other economic and market factors. There is 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 and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gain rates.

For temporary defensive purposes, when SIMC or a Sub-Adviser determines 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: (i) government obligations; (ii) certificates of deposit; (iii) bankers' acceptances; (iv) time deposits; (v) commercial paper; (vi) short-term corporate debt issues and repurchase agreements; and (vii) 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.

Subject to Section 12 of the 1940 Act and the regulations promulgated thereunder, the Fund may purchase futures contracts or shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The particular ETF complexes in which the Fund may invest and additional information about the limitations of such investments are further described under the heading "Exchange-Traded Funds" in the sub-section "Investment Companies" of the "Description of Permitted Investments and Risk Factors" section below. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

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. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40% of the Fund's assets will be invested in non-U.S. securities.

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 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. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve capital appreciation and gain, as well as current income.

The Fund expects to be fully invested in the primary investments described above, but may invest in: (i) obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or


S-5


instrumentalities ("U.S. Government securities"); (ii) shares of other investment companies; (iii) swaps; (iv) options; (v) futures; (vi) forward foreign currency contracts; and (vii) 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, engage in short selling and currency transactions and lend its securities to qualified borrowers. The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes. The Fund may invest up to 15% of its net assets in illiquid investments. 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 SIMC or a Sub-Adviser to be of comparable quality to such securities at the time of purchase. The Fund may also invest in securities rated below investment grade, bank loans and loan participation notes.

The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures, forwards and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure.

These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

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 SIMC's or a Sub-Adviser's 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 taxes subject to ordinary income tax rates as opposed to more favorable capital gain rates.

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.

For temporary defensive purposes, when SIMC or a Sub-Adviser determines that market conditions warrant, the Fund may invest up to 100% of its assets in: (i) U.S. dollar-denominated fixed income securities or debt obligations; (ii) certificates of deposit; (iii) bankers' acceptances; (iv) time deposits; (v) commercial paper; (vi) short-term corporate debt issues and repurchase agreements; and (vii) 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.

Subject to Section 12 of the 1940 Act and the regulations promulgated thereunder, the Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The particular ETF complexes in which the Fund may invest and additional information about the limitations of such investments are further described under the heading "Exchange-Traded Funds" in the sub-section "Investment Companies" of the "Description of Permitted Investments and Risk Factors" section below.


S-6


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 Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly (e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

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 any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a NRSRO, commonly referred to as junk bonds).

The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

Subject to Section 12 of the 1940 Act and the regulations promulgated thereunder, the Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The particular ETF complexes in which the Fund may invest and additional information about the limitations of such investments are further described under the heading "Exchange-Traded Funds" in the sub-section "Investment Companies" of the "Description of Permitted Investments and Risk Factors" section below.


S-7


DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following are descriptions of the permitted investments and investment practices of the Funds, including those discussed in the applicable Prospectuses and the Funds' "Investment Objectives and Policies" section of this SAI 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 SIMC or the Sub-Advisers, such investments or investment practices will be advantageous to the Fund. A Fund is free to reduce or eliminate its activity in any of these areas. SIMC or a Sub-Adviser, as applicable, may invest in any of the following instruments or engage in any of the following investment practices unless such investment or activity is inconsistent with or not permitted by a 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 investment objectives.

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. Depositary receipts may be sponsored or unsponsored. 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, subject to less government supervision and regulation and different accounting treatment than are those in the United States.

Although the two types of depositary receipt facilities (unsponsored and sponsored) are similar, there are differences regarding a holder's rights and obligations and the practices of market participants. A depositary may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer. Typically, however, the depositary requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depositary usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions and the performance of other services. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depositary and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depositary and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depositary), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositaries of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions and other shareholder communications and information to the depositary receipt holders at the underlying issuer's request.

ASSET-BACKED SECURITIES—Asset-backed securities are securities that are backed primarily by the cash flows of a discrete pool of fixed or revolving receivables or other financial assets that by their terms convert


S-8


into cash within a finite time period. Asset-backed securities include mortgage-backed securities, but the term is more commonly used to refer to securities supported by non-mortgage assets such as auto loans, motor vehicle leases, student loans, credit card receivables, floorplan receivables, equipment leases and peer-to-peer loans. The assets are removed from any potential bankruptcy estate of an operating company through the true sale of the assets to an issuer that is a special purpose entity, and the issuer obtains a perfected security interest in the assets. Payments of principal of and interest on asset-backed securities rely entirely on the performance of the underlying assets. Asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity and therefore, if the assets or sources of funds available to the issuer are insufficient to pay those securities, the Funds will incur losses. In addition, asset-backed securities entail prepayment risk that may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. Additional risks related to collateralized risk obligations, CLOs and mortgage-backed securities are described below.

Losses may be greater for asset-backed securities that are issued as "pass-through certificates" rather than as debt securities, because those types of certificates only represent a beneficial ownership interest in the related assets and their payment is based primarily on collections actually received. For asset-backed securities as a whole, if a securitization issuer defaults on its payment obligations due to losses or shortfalls on the assets held by the issuer, a sale or liquidation of the assets may not be sufficient to support payments on the securities and the Funds, as securityholders, may suffer a loss.

Recent changes in legislation, together with uncertainty about the nature and timing of regulations that will be promulgated to implement such legislation, has created uncertainty in the credit and other financial markets and other unknown risks. The Dodd-Frank Act, for example, imposes a new regulatory framework on the U.S. financial services industry and the consumer credit markets in general. As a result of the Dodd-Frank Act and similar measures to re-regulate the credit markets and, in particular, the structured finance markets, the manner in which asset-backed securities are issued and structured has been altered and the reporting obligations of the issuers of such securities may be significantly increased or may become costlier. The value or liquidity of any asset-backed securities held or acquired by the Funds may be adversely affected as a result of these changes.

In particular, the implementation of Section 619 of the Dodd-Frank Act (and related regulations) prohibiting certain banking entities from engaging in proprietary trading (the so-called Volcker Rule) and of Section 941 of the Dodd-Frank Act (and related regulations) requiring the "sponsor" of a securitization to retain no less than 5% of the credit risk of the assets collateralizing the asset-backed securities, could have a negative effect on the marketability and liquidity of asset-backed securities (including mortgage-backed securities and CDOs and CLOs), whether in the primary issuance or in secondary trading. It is possible that the risk retention rules may reduce the number of new issuances of private-label mortgage backed securities or the number of collateral managers active in the CDO and CLO markets, which also may result in fewer new issue securities. A contraction or reduced liquidity in the asset-backed, CDO or CLO markets could reduce opportunities for the Funds to sell their securities and might adversely affect the management flexibility of the Funds in relation to the respective portfolios.

In addition to the changes required by the Dodd-Frank Act, the SEC adopted rules in August 2014 that substantially revise "Regulation AB" (the SEC's principal source of rules for asset-backed securities) and other rules governing the offering process, disclosure and reporting for asset-backed securities issued in registered transactions. Among other things, those rules require enhanced disclosure of asset-level information at the time of the securitization and on an ongoing basis. Certain elements of proposed Regulation AB remain outstanding, including the proposal that issuers of structured finance products offered privately provide the same initial and ongoing information as would be required if the offering were public. It is not clear when or whether any of the proposed revisions to Regulation AB that remain outstanding will be adopted, how those standards will be implemented, or what effect those standards will have on securitization transactions. The rules may, for example, have the effect of impeding new issuances and reducing the availability of investments for the Funds, or adversely affecting the market value of legacy securities that do not conform with the new rules.


S-9


There is a limited secondary market for asset-backed securities. Consequently, it may be difficult for the Funds to sell or realize profits on those securities at favorable times or for favorable prices.

CDO and CLO securities are non-recourse obligations of their issuer payable solely from the related underlying collateral or its proceeds. Therefore, as a holder of CDOs and CLOs, the Funds must rely only on distributions on the underlying collateral or related proceeds for payment. If distributions on the underlying collateral are insufficient to make payments on the CDO or CLO securities, no other assets will be available for payment of the deficiency. As a result, the amount and timing of interest and principal payments in respect of CDO and CLO securities will depend on the performance and characteristics of the related underlying collateral.

Recent legislation, such as the Dodd-Frank Act, together with uncertainty about the nature and timing of regulations that will be promulgated to implement such legislation, may continue to create uncertainty in the credit and other financial markets. Given that all applicable final implementing rules and regulations have not yet been published or are not yet in effect, the potential impact of these actions on CDOs and CLOs owned by the Funds is unknown. If existing transactions are not exempted from the new rules or regulations, compliance with those rules and regulations could impose significant costs on the issuers of CDOs and CLOs and ultimately adversely impact the holders (including the Funds) of those types of securities.

BANK LOANS—Bank loans typically are arranged through private negotiations between a borrower and several financial institutions or a group of lenders which are represented by one or more lenders acting as agent. The agent is often a commercial bank that originates the loan and invites other parties to join the lending syndicate. The agent will be primarily responsible for negotiating the loan agreement and will have responsibility for the documentation and ongoing administration of the loan on behalf of the lenders after completion of the loan transaction. A Fund can invest in a bank loan either as a direct lender or through an assignment or participation.

When a Fund acts as a direct lender, it will have a direct contractual relationship with the borrower and may participate in structuring the loan, may enforce compliance by the borrower with the terms of the loan agreement and may have voting, consent and set-off rights under the loan agreement.

Loan assignments are investments in all or a portion of certain bank loans purchased from the lenders or from other third parties. The purchaser of an assignment typically will acquire direct rights against the borrower under the loan. While the purchaser of an assignment typically succeeds to all the rights and obligations of the assigning lender under the loan agreement, because assignments are arranged through private negotiations between potential assignees and assignors, or other third parties whose interests are being assigned, the rights and obligations acquired by a Fund may differ from and be more limited than those held by the assigning lender.

A holder of a loan participation typically has only a contractual right with the seller of the participation and not with the borrower or any other entities interpositioned between the seller of the participation and the borrower. As such, the purchaser of a loan participation assumes the credit risk of the seller of the participation, and any intermediary entities between the seller and the borrower, in addition to the credit risk of the borrower. When a Fund holds a loan participation, it will have the right to receive payments of principal, interest and fees to which it may be entitled only from the seller of the participation and only upon receipt of the seller of such payments from the borrower or from any intermediary parties between the seller and the borrower. Additionally, a Fund will generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, will have no voting, consent or set-off rights under the loan agreement and may not directly benefit from the collateral supporting the loan although lenders that sell participations generally are required to distribute liquidation proceeds received by them pro rata among the holders of such participations. 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 the borrower as a result of improper conduct by the seller or intermediary. If the borrower fails to pay principal and interest when due, a Fund may be subject to greater delays, expenses and risks than those that would have been involved if the Fund had purchased a direct obligation of such borrower.

Direct loans, assignments and loan participations may be considered liquid, as determined by SIMC or a Sub-Adviser based on criteria approved by the Board.


S-10


SIMC or a Sub-Adviser may from time to time have the opportunity to receive Confidential Information about the borrower, including financial information and related documentation regarding the borrower that is not publicly available. Pursuant to applicable policies and procedures, SIMC or a Sub-Adviser may (but is not required to) seek to avoid receipt of Confidential Information from the borrower so as to avoid possible restrictions on its ability to purchase and sell investments on behalf of a Fund and other clients to which such Confidential Information relates (e.g., publicly traded securities issued by the borrower). In such circumstances, a Fund (and other clients of SIMC or a Sub-Adviser) may be disadvantaged in comparison to other investors, including with respect to the price the Fund pays or receives when it buys or sells a bank loan. Further, SIMC or a Sub-Adviser's abilities to assess the desirability of proposed consents, waivers or amendments with respect to certain bank loans may be compromised if it is not privy to available Confidential Information. SIMC or a Sub-Adviser may also determine to receive such Confidential Information in certain circumstances under its applicable policies and procedures. If SIMC or a Sub-Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to purchase or sell publicly traded securities to which such Confidential Information relates.

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 and are thus subject to the risk of default by the issuer. Brady Bonds may be fully or partially collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar-denominated), and they are actively traded in the OTC 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 that 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 that, 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 a Fund invests may be acquired at a discount, which involves certain additional considerations.

Sovereign obligors in developing and emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds and obtaining new credit to finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in


S-11


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 to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has a maturity at the time of issuance generally not exceeding 270 days. The value of commercial paper may be affected by changes in the credit rating or financial condition of the issuing entities. The value of commercial paper will tend to fall when interest rates rise and rise when interest rates fall.

CONSTRUCTION LOANS—In general, construction loans are mortgages on multifamily homes that are insured by the FHA under various federal programs of the National Housing Act of 1934 and its amendments. Several FHA programs have evolved to insure the construction financing and permanent mortgage financing on multifamily residences, nursing homes, elderly residential facilities and health care units. Project loans typically trade in two forms: either as FHA-insured or GNMA insured pass-through securities. In this case, a qualified issuer issues the pass-through securities while holding the underlying mortgage loans as collateral. Regardless of form, all projects are government-guaranteed by the U.S. Department of Housing and Urban Development through the FHA insurance fund. The credit backing of all FHA and GNMA projects derives from the FHA insurance fund, so projects issued in either form enjoy the full faith and credit backing of the U.S. Government.

Most project pools consist of one large mortgage loan rather than numerous smaller mortgages, as is typically the case with agency single-family mortgage securities. As such, prepayments on projects are driven by the incentives most mortgagors have to refinance and are very project-specific in nature. However, to qualify for certain government programs, many project securities contain specific prepayment restrictions and penalties.

Under multifamily insurance programs, the government insures the construction financing of projects as well as the permanent mortgage financing on the completed structures. This is unlike the single-family mortgage market, in which the government only insures mortgages on completed homes. Investors purchase new projects by committing to fund construction costs on a monthly basis until the project is built. Upon project completion, an investor's construction loan commitments are converted into a proportionate share of the final permanent project mortgage loan. The construction financing portion of a project trades in the secondary market as an insured CLC. When the project is completed, the investor exchanges all the monthly CLCs for an insured PLC. The PLC is an insured pass-through security backed by the final mortgage on the completed property. As such, PLCs typically have a thirty-five to forty year maturity, depending on the type of final project. There are vastly more PLCs than CLCs in the market, owing to the long economic lives of the project structures. While neither CLCs nor PLCs are as liquid as agency single-family mortgage securities, both are traded on the secondary market and would generally not be considered illiquid. The benefit to owning these securities is a relatively high yield combined with significant prepayment protection, which generally makes these types of securities more attractive when prepayments are expected to be high in the mortgage market. CLCs typically offer a higher yield due to the fact that they are somewhat more administratively burdensome.

CREDIT-LINKED NOTES—Credit-linked notes and similarly structured products typically are issued by a limited purpose trust or other vehicle that, in turn, enters into a credit protection agreement or invests in a derivative instrument or basket of derivative instruments, such as credit default swaps or interest rate swaps, to obtain exposure to certain fixed-income markets or to remain fully invested when more traditional income producing securities are not available. Additional information about derivatives and the risks associated with them is provided under "Swaps, Caps, Floors, Collars and Swaptions." Like an investment in a bond, an investment in credit-linked notes represents the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuer's receipt of payments from, and the issuer's potential obligations to, the counterparties to certain credit protection agreements or derivative instruments entered into by the issuer of the credit-linked note. For example, the issuer may sell one or more credit default swaps entitling the issuer to receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the


S-12


referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. An investor holding a credit-linked note generally receives a fixed or floating coupon and the note's par value upon maturity, unless the referenced creditor defaults or declares bankruptcy, in which case the investor receives the amount recovered. In effect, investors holding credit-linked notes receive a higher yield in exchange for assuming the risk of a specified credit event.

DEMAND INSTRUMENTS—Certain instruments may entail a demand feature that permits the holder to demand payment of the principal amount of the instrument. Demand instruments may include variable amount master demand notes. Demand instruments with demand notice periods exceeding seven days are considered to be illiquid securities. Additional information about illiquid securities is provided under "Illiquid Securities" below.

DERIVATIVES—In an attempt to reduce systemic and counterparty risks associated with OTC derivatives transactions, the Dodd-Frank Act requires that a substantial portion of OTC derivatives be executed in regulated markets and submitted for clearing to regulated clearinghouses. The CFTC also requires a substantial portion of derivative transactions that have historically been executed on a bilateral basis in the OTC markets to be executed through a regulated swap execution facility or designated contract market. The SEC is expected to eventually impose a similar requirement with respect to security-based swaps. Such requirements could limit the ability of the Funds to invest or remain invested in derivatives and may make it more difficult and costly for investment funds, including the Funds, to enter into highly tailored or customized transactions. They may also render certain strategies in which a Fund might otherwise engage impossible or so costly that they will no longer be economical to implement.

OTC trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as may be adjusted to a higher amount by the Fund's Futures Commission Merchant, as well as possible SEC- or CFTC-mandated margin requirements. With respect to uncleared swaps, swap dealers are required to collect variation margin from a Fund and may be required to collect initial margin from a Fund pursuant to the CFTC's or the Prudential Regulators' uncleared swap margin rules. Both initial and variation margin must be in the form of eligible collateral, and may be composed of cash and/or securities, subject to applicable regulatory haircuts. These rules also mandate that collateral in the form of initial margin be posted to cover potential future exposure attributable to uncleared swap transactions for certain entities, which may include the Funds. In the event a Fund is required to post collateral in the form of initial margin in respect of its uncleared swap transactions, all such collateral will be posted with a third-party custodian pursuant to a triparty custody agreement between the Fund, its dealer counterparty and an unaffiliated custodian.

Although the Dodd-Frank Act requires many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by a Fund may remain principal-to-principal or OTC contracts between the Fund and third parties. The risk of counterparty non-performance can be significant in the case of these OTC instruments, and "bid-ask" spreads may be unusually wide in these markets. To the extent not mitigated by implementation of the Dodd-Frank Act, if at all, the risks posed by such instruments and techniques, which can be complex, may include: (1) credit risks (the exposure to the possibility of loss resulting from a counterparty's failure to meet its financial obligations), as further discussed below; (2) market risk (adverse movements in the price of a financial asset or commodity); (3) legal risks (the characterization of a transaction or a party's legal capacity to enter into it could render the transaction unenforceable, and the insolvency or bankruptcy of a counterparty could pre-empt otherwise enforceable contract rights); (4) operational risk (inadequate controls, deficient procedures, human error, system failure or fraud); (5) documentation risk (exposure to losses resulting from inadequate documentation); (6) liquidity risk (exposure to losses created by inability to prematurely terminate derivative transactions); (7) systemic risk (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (8) concentration risk (exposure to losses from the concentration of closely related risks such as exposure to a particular industry or exposure linked to a particular entity); and (9) settlement risk (the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty).


S-13


Swap dealers and major swap participants that are registered with the CFTC and with whom a Fund may trade are subject to minimum capital and margin requirements. These requirements may apply irrespective of whether the OTC derivatives in question are traded bilaterally or cleared. OTC derivatives dealers are subject to business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements may increase the overall costs for OTC derivative dealers, which are likely to be passed along, at least partially, to market participants in the form of higher fees or less advantageous dealer marks. The full impact of the Dodd-Frank Act on the Funds remains uncertain, and it is unclear how the OTC derivatives markets will ultimately adapt to this new regulatory regime.

Rule 18f-4 under the 1940 Act governs a Fund's use of derivative instruments and certain other transactions that create future payment and/or delivery obligations by the Fund. Rule 18f-4 permits a Fund to enter into Derivative Transactions (as defined below) and certain other transactions notwithstanding the restrictions on the issuance of "senior securities" under Section 18 of the 1940 Act. Section 18 of the 1940 Act, among other things, prohibits open-end funds, including a Fund, from issuing or selling any "senior security," other than borrowing from a bank (subject to a requirement to maintain 300% "asset coverage"). In connection with the adoption of Rule 18f-4, the SEC eliminated the asset segregation framework arising from prior SEC guidance for covering Derivatives Transactions and certain financial instruments.

Under Rule 18f-4, "Derivative Transactions" include the following: (1) any swap, security-based swap (including a contract for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar instrument, under which a Fund is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions, if a Fund elects to treat these transactions as Derivatives Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be-announced ("TBA") commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to physically settle the transactions and the transaction will settle within 35 days of its trade date.

Rule 18f-4 requires that a Fund that invests in Derivative Transactions above a specified amount adopt and implement a derivatives risk management program administered by a derivatives risk manager that is appointed by and overseen by the Funds' Board, and comply with an outer limit on Fund leverage risk based on value at risk. A Fund that uses Derivative Transactions in a limited amount are considered "limited derivatives users," as defined in Rule 18f-4, will not be subject to the full requirements of Rule 18f-4, but will have to adopt and implement policies and procedures reasonably designed to manage the Funds' derivatives risk. A Fund will be subject to reporting and recordkeeping requirements regarding its use of Derivative Transactions.

The requirements of Rule 18f-4 may limit a Fund's ability to engage in Derivative Transactions as part of its investment strategies. These requirements may also increase the cost of a Fund's investments and cost of doing business, which could adversely affect the value of the Fund's investments and/or the performance of the Fund. The rule also may not be effective to limit a Fund's risk of loss. In particular, measurements of VaR rely on historical data and may not accurately measure the degree of risk reflected in a Fund's derivatives or other investments. There may be additional regulation of the use of Derivative Transactions by registered investment companies, which could significantly affect their use. The ultimate impact of the regulations remains unclear. Additional regulation of Derivative Transactions may make them more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

More information about particular types of derivatives instruments is included below in the sections titled "Forward Foreign Currency Contracts," "Futures Contracts and Options on Futures Contracts," "Options" and "Swaps, Caps, Floors, Collars and Swaptions."

DOLLAR ROLLS—Dollar rolls are transactions in which securities (usually mortgage-backed securities) are sold for delivery in the current month and the seller simultaneously contracts to repurchase substantially similar securities on a specified future date. The difference between the sale price and the purchase price (plus


S-14


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 a Fund being paid a fee as consideration for entering into the commitment to purchase. Dollar rolls may be renewed prior to cash settlement and may initially involve only a firm commitment agreement by a Fund to buy a security. If the broker-dealer to whom a Fund sells the security becomes insolvent, the Fund's right to repurchase the security may be restricted. Other risks involved in entering into dollar rolls include the risk that the value of the security may change adversely over the term of the dollar roll and that the security a Fund is required to repurchase may be worth less than the security that the Fund originally held.

A Fund must comply with Rule 18f-4 under the 1940 Act with respect to its dollar roll transactions, which are considered Derivative Transactions under the Rule. See "Derivatives" above.

ECONOMIC RISKS OF GLOBAL HEALTH EVENTS—An outbreak of respiratory disease caused by a novel coronavirus designated as COVID-19 was first detected in China in December 2019 and subsequently spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, event cancellations and restrictions, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, and quarantines, as well as general concern and uncertainty that has negatively affected the economic environment. These impacts also have caused significant volatility and declines in global financial markets, which have caused losses for investors. The impact of this COVID-19 pandemic may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession. Health crises caused by viral or bacterial outbreaks, such as the COVID-19 outbreak, may exacerbate other pre-existing political, social, economic, market and financial risks. The impact of this outbreak, and other epidemics and pandemics that may arise in the future, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Funds invest, which in turn could negatively impact the Funds' performance and cause losses on your investment in the Funds.

EQUITY-LINKED WARRANTS—Equity-linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position, the shares are sold and the warrant 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 warrant can be redeemed for 100% of the value of the underlying stock (less transaction costs). As 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; however, SIMC or a Sub-Adviser may select to mitigate this risk by only purchasing from issuers with high credit ratings. Equity-linked warrants 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.

In general, investments in equity securities 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 NAV of the Fund to fluctuate. The Funds purchase and sell equity securities in various ways, including through recognized


S-15


foreign exchanges, registered exchanges in the United States or the OTC 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. A Fund may purchase preferred stock of all ratings as well as unrated 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 that are 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 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 value 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. The Funds that invest in convertible securities may purchase convertible securities of all ratings, as well as unrated 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 associated with small and medium capitalization companies. The securities of small and medium capitalization companies typically have lower trading volumes than large capitalization companies and consequently are often less liquid. Such securities may also have less market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more established companies or the market averages in general.


S-16


Initial Public Offerings. Certain Funds may purchase securities of companies that are offered pursuant to an IPO. An IPO is a company's first offering of stock to the public in the primary market, typically to raise additional capital. Like all equity securities, IPO securities are subject to market risk and liquidity risk, but those risks may be heightened for IPO securities. The market value of IPO securities may fluctuate considerably due to factors such as the absence of a prior public market for the security, unseasoned trading of the security, the small number of shares available for trading, limited information about the issuer, and aberrational trading activity and market interest surrounding the IPO. There is also the possibility of losses resulting from the difference between the issue price and potential diminished value of the security once it is traded in the secondary market. In addition, the purchase of IPO securities may involve high transaction costs. Investments in foreign IPOs may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environment. The Funds' investment in IPO securities may have a significant positive or negative impact on the Funds' performance and may result in significant capital gains.

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. Although Eurobonds typically pay principal and interest in Eurodollars or U.S. dollars held in banks outside of the United States, they may pay principal and interest in other currencies.

EXCHANGE-TRADED PRODUCTS—Certain Funds may directly purchase shares of or interests in ETPs (including ETFs, ETNs and exchange-traded commodity pools). A Fund will only invest in ETPs to the extent consistent with its investment objectives, policies, strategies and limitations.

The risks of owning interests of ETPs generally reflect the risks of owning the underlying securities or other instruments that the ETP is designed to track. The shares of certain ETPs may trade at a premium or discount to their intrinsic value (i.e., the market value may differ from the NAV of an ETP's shares). For example, supply and demand for shares of an ETF or market disruptions may cause the market price of the ETF to deviate from the value of the ETF's investments, which may be emphasized in less liquid markets. The value of an ETN may also differ from the valuation of its reference market or instrument due to changes in the issuer's credit rating. By investing in an ETP, a Fund indirectly bears the proportionate share of any fees and expenses of the ETP in addition to the fees and expenses that the Fund and its shareholders directly bear in connection with the Fund's operations. Because certain ETPs may have a significant portion of their assets exposed directly or indirectly to commodities or commodity-linked instruments, developments affecting commodities may have a disproportionate impact on such ETPs and may subject the ETPs to greater volatility than investments in traditional securities.

ETFs. 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 indexes. 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.

ETNs. ETNs are generally senior, unsecured, unsubordinated debt securities issued by a sponsor. ETNs are designed to provide investors with a different way to gain exposure to the returns of market benchmarks, particularly those in the natural resource and commodity markets. An ETN's returns are based on the performance of a market index minus fees and expenses. ETNs are not equity investments or investment companies, but they do share some characteristics with those investment vehicles. As with equities, ETNs can be shorted, and as with ETFs and index funds, ETNs are designed to track the total return performance of a benchmark index. Like ETFs, ETNs are traded on an exchange and can be bought and sold on the listed exchange. However, unlike an ETF, an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected. The market value of an


S-17


ETN is determined by supply and demand, the current performance of the market index to which the ETN is linked and the credit rating of the ETN issuer.

The market value of ETN shares may differ from their NAV. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities/commodities/instruments underlying the index that the ETN seeks to track. The value of an ETN may also change due to a change in the issuer's credit rating. As a result, there may be times when an ETN share trades at a premium or discount to its NAV.

Certain ETNs may not produce qualifying income for purposes of the Qualifying Income Test (as defined below in the section titled "Taxes"), which must be met in order for a Fund to maintain its status as a RIC under the Code. The Funds intend to monitor such investments to ensure that any non-qualifying income does not exceed permissible limits, but the Funds may not be able to accurately predict the non-qualifying income from these investments (see more information in the "Taxes" section of this SAI).

Exchange-Traded Commodity Pools. Exchange-traded commodity pools are similar to ETFs in some ways, but are not structured as registered investment companies. Shares of exchange-traded commodity pools trade on an exchange and are registered under the 1933 Act. Unlike mutual funds, exchange-traded commodity pools generally will not distribute dividends to shareholders. There is a risk that the changes in the price of an exchange-traded commodity pool's shares on the exchange will not closely track the changes in the price of the underlying commodity or index that the pool is designed to track. This could happen if the price of shares does not correlate closely with the pool's NAV, the changes in the pool's NAV do not correlate closely with the changes in the price of the pool's benchmark, or the changes in the benchmark do not correlate closely with the changes in the cash or spot price of the commodity that the benchmark is designed to track. Exchange-traded commodity pools are often used as a means of investing indirectly in a particular commodity or group of commodities, and there are risks involved in such investments. Commodity prices are inherently volatile, and the market value of a commodity may be influenced by many unpredictable factors which interrelate in complex ways, such that the effect of one factor may offset or enhance the effect of another. Supply and demand for certain commodities tends to be particularly concentrated. Commodity markets are subject to temporary distortions or other disruptions due to various factors, including periodic illiquidity in the markets for certain positions, the participation of speculators, and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in some futures contract prices that may occur during a single business day. These and other risks and hazards that are inherent in a commodity or group of commodities may cause the price of that commodity or group of commodities to fluctuate widely, which will, in turn, affect the price of the exchange-traded commodity pool that invests in that commodity or group of commodities. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in exchange-traded commodity pools or the ability of an exchange-traded commodity pool to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on exchange-traded commodity pools is impossible to predict, but could be substantial and adverse.

Exchange-traded commodity pools generally do not produce qualifying income for purposes of the Qualifying Income Test (as defined below in the section titled "Taxes"), which must be met in order for a Fund to maintain its status as a RIC under the Code. The Funds intend to monitor such investments to ensure that any non-qualifying income does not exceed permissible limits, but the Funds may not be able to accurately predict the non-qualifying income from these investments (see more information in the "Taxes" section of this SAI).

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 securities in which


S-18


a Fund invests will change in response to interest rate changes and other factors. During periods of falling interest rates, the value of outstanding fixed income securities generally rises. Conversely, during periods of rising interest rates, the value of such securities generally declines. 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 NAV.

Securities held by a Fund that are guaranteed by the U.S. Government, its agencies or instrumentalities guarantee only the payment of principal and interest and do not guarantee the yield or value of the securities or the yield or value of the Fund's shares.

There is a risk that the current interest rate on floating and variable rate instruments may not accurately reflect existing market interest rates.

Additional information regarding fixed income securities is described below:

Duration. Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of a security's price to changes in interest rates. For example, if a fixed income security has a five-year duration, it will decrease in value by approximately 5% if interest rates rise 1% and increase in value by approximately 5% if interest rates fall 1%. Fixed income instruments with longer duration typically have higher risk and higher volatility. Longer-term fixed income securities in which a portfolio may invest are more volatile than shorter-term fixed income securities. A portfolio with a longer average portfolio duration is typically more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

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 NRSRO, or, if not rated, are determined to be of comparable quality by SIMC or a Sub-Adviser, as applicable. See "Appendix A—Description of 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, 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. Securities rated Baa3 or higher by Moody's or BBB- or higher by S&P are considered by those rating agencies to be "investment grade" securities, although securities rated Baa3 or BBB- lack outstanding investment characteristics and have speculative characteristics. Although issuers of bonds rated BBB by S&P are considered to have adequate capacity to meet their financial commitments, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and principal for debt in this category than debt in higher-rated categories. In the event a security owned by a Fund is downgraded below investment grade, SIMC or a Sub-Adviser, as applicable, will review the situation and take appropriate action with regard to the security.

Lower-Rated Securities. Lower-rated bonds or non-investment grade 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 (known as "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 (known as "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 also the market's perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, medium- to lower-rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates.


S-19


Investors should carefully consider the relative risks of investing in high yield securities and understand that such securities are not generally meant for short-term investing.

Adverse economic developments can disrupt the market for high yield securities and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity, which may lead to a higher incidence of default on such securities. In addition, the secondary market for high yield securities may not be as liquid as the secondary market for more highly rated securities. As a result, it may be more difficult for a Fund to sell these securities, or a Fund may only be able to sell the securities at prices lower than if such securities were highly liquid. Furthermore, a Fund may experience difficulty in valuing certain high yield securities at certain times. Under these circumstances, prices realized upon the sale of such lower-rated or unrated securities may be less than the prices used in calculating the Fund's NAV. Prices for high yield securities 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 Fund's exposure to the risks of high yield securities.

A Fund may invest in securities rated as low as "C" by Moody's or "D" by S&P and may invest in unrated securities that are of comparable quality as "junk bonds."

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 NAV.

Payment Expectations. High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, a Fund would have to replace the security with a lower-yielding security, resulting in a decreased return for investors. Conversely, a high-yield, high-risk bond's value 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, it may be forced 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 adversely affect 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 is therefore subject to the distribution requirements applicable to RICs under Subchapter M of 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 AND EMERGING AND FRONTIER MARKETS—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 exchange rates. Foreign issuers of securities often


S-20


engage in business practices that differ 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, subject to less government supervision and regulation and different accounting treatment than 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 may also 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 and frontier markets can be considered speculative and therefore may offer higher potential for gains and losses than investments in developed markets. With respect to an emerging market 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 adversely affect the economies of such countries or investments in such countries. "Frontier market countries" are a subset of emerging market countries with even smaller national economies, so these risks may be magnified further. The economies of emerging and frontier countries are generally 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.

The economies of frontier market countries tend to be less correlated to global economic cycles than the economies of more developed countries and their markets have lower trading volumes and may exhibit greater price volatility and illiquidity. A small number of large investments in these markets may affect these markets to a greater degree than more developed markets. Frontier market countries may also be affected by government activities to a greater degree than more developed countries. For example, the governments of frontier market countries may exercise substantial influence within the private sector or subject investments to government approval, and governments of other countries may impose or negotiate trade barriers, exchange controls, adjustments to relative currency values and other measures that adversely affect a frontier market country. Governments of other countries may also impose sanctions or embargoes on frontier market countries. Although all of these risks are generally heightened with respect to frontier market countries, they also apply to emerging market countries.

In addition to the risks of investing in debt securities of emerging and frontier markets, a Fund's investment in government or government-related securities of emerging and frontier market countries and restructured debt instruments in emerging and frontier 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.

Growing tensions, including trade disputes, between the United States and other nations, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the global economy, financial markets and the Funds. The strengthening or weakening of the U.S. dollar relative to other currencies may, among other things, adversely affect the Funds' investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have, and the duration of those effects.

Investments in the United Kingdom. The UK formally notified the European Council of its intention to withdraw from the EU by invoking article 50 of the Lisbon Treaty in March 2017. On January 31, 2020, the UK officially withdrew from the EU (commonly known as "Brexit") and entered into a transition phase that expired on December 31, 2020. On January 1, 2021, the EU-UK Trade and Cooperation Agreement, a bilateral trade and


S-21


cooperation deal governing the future relationship between the UK and the EU, provisionally went into effect. The UK Parliament ratified the agreement in December 2020 and the EU Parliament ratified the agreement in April 2021. The agreement was then approved by EU member states and became effective in May 2021. However, many aspects of the UK-EU trade relationship remain subject to further negotiation.

Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is considerable uncertainty about the potential consequences of Brexit, the EU-UK Trade and Cooperation Agreement, how future negotiations of trade relations will proceed, and how the financial markets will react to all of the preceding. As this process unfolds, markets may be further disrupted. Brexit may also cause additional member states to contemplate departing from the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets.

Investments in China. China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less reliable. It may also be difficult or impossible for a Fund to obtain or enforce a judgment in a Chinese court. In addition, periodically there may be restrictions on investments in Chinese companies. For example, Executive Orders have been issued prohibiting U.S. persons from purchasing or investing in publicly-traded securities of certain companies identified by the U.S. government because of their ties to the Chinese military or China's surveillance technology sector. These restrictions have also applied to instruments that are derivative of, or are designed to provide investment exposure to, those companies. The universe of affected securities can change from time to time. As a result of an increase in the number of investors looking to sell such securities, or because of an inability to participate in an investment that the Adviser or a Sub-Adviser otherwise believes is attractive, a Fund may incur losses. Certain investments that are or become designated as prohibited may have less liquidity as a result of such designation and the market price of such prohibited investments may decline, potentially causing losses to a Fund. In addition, the market for securities and other investments of other Chinese-based issuers may also be negatively impacted, resulting in reduced liquidity and price declines.

Investments in the China A-Shares. A Fund may invest in People's Republic of China ("PRC") A-Shares through the Shanghai-Hong Kong Stock Connect program or Shenzhen-Hong Kong Stock Connect program (collectively, the "Stock Connect") subject to any applicable laws, rules and regulations. The Stock Connect is a securities trading and clearing linked program developed by Hong Kong Exchanges and Clearing Limited ("HKEx"), the Hong Kong Securities Clearing Company Limited ("HKSCC"), Shanghai Stock Exchange ("SSE"), Shenzhen Stock Exchange ("SZSE") and China Securities Depository and Clearing Corporation Limited ("ChinaClear") with the aim of achieving mutual stock market access between PRC and Hong Kong. This program allows foreign investors to trade certain SSE-listed or SZSE-listed PRC A-Shares through their Hong Kong based brokers. All Hong Kong and overseas investors in the Stock Connect will trade and settle SSE or SZSE securities in the offshore Renminbi ("CNH") only. A Fund will be exposed to any fluctuation in the exchange rate between the U.S. Dollar and CNH in respect of such investments.

By seeking to invest in the domestic securities markets of the PRC via the Stock Connect a Fund is subject to the following additional risks:

General Risks. The relevant regulations are relatively untested and subject to change which may have potential retrospective effect. There is no certainty as to how they will be applied, which could adversely affect a Fund. The program requires the use of new information technology systems which may be subject to operational risk due to the program's cross-border nature. If the relevant systems fail to function properly, trading in both Hong Kong and PRC markets through the program could be disrupted.


S-22


Stock Connect will only operate on days when both the PRC and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. There may be occasions when it is a normal trading day for the PRC market but the Stock Connect is not trading. As a result, a Fund may be subject to the risk of price fluctuations in PRC A-Shares when the Fund cannot carry out any PRC A-Shares trading.

Each of the Hong Kong Stock Exchange ("SEHK"), SSE and SZSE reserves the right to suspend trading if necessary for ensuring an orderly and fair market and that risks are managed prudently. In case of a suspension, the Fund's ability to access the PRC market will be adversely affected.

PRC regulations impose restrictions on selling and buying certain Stock Connect securities from time to time. In the event that a Stock Connect security is recalled from the scope of eligible securities for trading via Stock Connect, the ability of the Fund to invest in Stock Connect securities will be adversely affected.

Clearing and Settlement Risk. HKSCC and ChinaClear have established the clearing links and each will become a participant of each other to facilitate clearing and settlement of cross-boundary trades. For cross-boundary trades initiated in a market, the clearing house of that market will on one hand clear and settle with its own clearing participants and on the other hand undertake to fulfill the clearing and settlement obligations of its clearing participants with the counterparty clearing house.

In the event ChinaClear defaults, HKSCC's liabilities under its market contracts with clearing participants may be limited to assisting clearing participants with claims. It is anticipated that HKSCC will act in good faith to seek recovery of the outstanding stocks and monies from ChinaClear through available legal channels or the liquidation of ChinaClear. As ChinaClear does not contribute to the HKSCC guarantee fund, HKSCC will not use the HKSCC guarantee fund to cover any residual loss as a result of closing out any of ChinaClear's positions. HKSCC will in turn distribute the Stock Connect Securities and/or monies recovered to clearing participants on a pro-rata basis. The relevant broker through whom a Fund trades shall in turn distribute Stock Connect securities and/or monies to the extent recovered directly or indirectly from HKSCC. As such, a Fund may not fully recover their losses or their Stock Connect Securities and/or the process of recovery could be delayed.

Legal/Beneficial Ownership. The Stock Connect securities purchased by a Fund will be held by the relevant sub-custodian in accounts in the Hong Kong Central Clearing and Settlement System ("CCASS") maintained by the HKSCC, as central securities depositary in Hong Kong. The HKSCC will be the "nominee holder" of the Funds' Stock Connect Securities traded through Stock Connect. The Stock Connect regulations as promulgated by the China Securities Regulatory Commission ("CSRC") expressly provide that HKSCC acts as nominee holder and that the Hong Kong and overseas investors (such as the Funds) enjoy the rights and interests with respect to the Stock Connect Securities acquired through Stock Connect in accordance with applicable laws. While the distinct concepts of nominee holder and beneficial owner are referred to under such regulations, as well as other laws and regulations in PRC, the application of such rules is untested, and there is no assurance that PRC courts will recognise such concepts, for instance in the liquidation proceedings of PRC companies. Therefore, although the Funds' ownership may be ultimately recognised, it may suffer difficulties or delays in enforcing its rights over its Stock Connect securities.

To the extent that HKSCC is deemed to be performing safekeeping functions with respect to assets held through it, it should be noted that a Fund and its custodian will have no legal relationship with HKSCC and no direct legal recourse against HKSCC in the event that the Fund suffers losses resulting from the performance or insolvency of HKSCC. In the event that the Fund suffers losses due to the negligence, or willful default, or insolvency of HKSCC, the Fund may not be able to institute legal proceedings, file any proof of claim in any insolvency proceeding or take any similar action. In the event of the insolvency of HKSCC, the Fund may not have any proprietary interest in the PRC A-Shares traded through the Stock Connect program and may be an unsecured general creditor in respect of any claim the Fund may have in respect of them. Consequently, the value of the Fund's investment in PRC A-Shares and the amount of its income and gains could be adversely affected.


S-23


Participation in corporate actions and shareholder meetings. Hong Kong and overseas investors (including the Fund) are holding Stock Connect securities traded via the Stock Connect through their brokers or custodians, and they need to comply with the arrangement and deadline specified by their respective brokers or custodians (i.e. CCASS participants). The time for them to take actions for some types of corporate actions of Stock Connect Securities may be as short as one business day only. Therefore, the Fund may not be able to participate in some corporate actions in a timely manner. According to existing mainland practice, multiple proxies are not available. Therefore, the Fund may not be able to appoint proxies to attend or participate in shareholders' meetings in respect of the Stock Connect securities.

Operational Risk. The HKSCC provides clearing, settlement, nominee functions and other related services in respect of trades executed by Hong Kong market participants. PRC regulations which include certain restrictions on selling and buying will apply to all market participants. In the case of a sale, pre-delivery of shares to the broker is required, increasing counterparty risk. As a result, a Fund may not be able to purchase and/or dispose of holdings of PRC A-Shares in a timely manner.

Quota Limitations. The Stock Connect program is subject to daily quota limitations which may restrict a Fund's ability to invest in PRC A-Shares through the program on a timely basis.

Investor Compensation. A Fund will not benefit from the China Securities Investor Protection Fund in mainland China. The China Securities Investor Protection Fund is established to pay compensation to investors in the event that a securities company in mainland China is subject to compulsory regulatory measures (such as dissolution, closure, bankruptcy, and administrative takeover by the China Securities Regulatory Commission). Because the Fund is carrying out trading of PRC A-Shares through securities brokers in Hong Kong, but not mainland China brokers, it is not protected by the China Securities Investor Protection Fund.

That said, if the Fund suffers losses due to default matters of its securities brokers in Hong Kong in relation to the investment of PRC A-Shares through the Stock Connect program, it would be compensated by Hong Kong's Investor Compensation Fund.

Investments in the China Interbank Bond Market—A Fund may invest in the China Interbank Bond Market (the "CIBM") through the Bond Connect program (the "Bond Connect") subject to any applicable regulatory limits. Bond Connect is a bond trading and settlement linked program developed by the People's Bank of China ("PBOC"), the Hong Kong Monetary Authority ("HKMA"), China Foreign Exchange Trade System & National Interbank Funding Centre ("CFETS"), China Central Depository & Clearing Co., Ltd. ("CCDC"), Shanghai Clearing House ("SHCH"), HKEx and Central Moneymarkets Unit ("CMU"), with the aim of achieving mutual bond market access between the PRC and Hong Kong. For the time being, this program allows eligible Hong Kong and overseas investors to invest in the bonds traded in the CIBM through the northbound trading of Bond Connect (the "Northbound Trade Link") only.

Starting July 3, 2017, eligible Hong Kong and overseas investors may use their own sources of Renminbi in the PRC offshore market CNH or convert foreign currencies into the Renminbi to invest in CIBM bonds under Bond Connect. A Fund will be exposed to any fluctuation in the exchange rate between the U.S. Dollar and Renminbi in respect of such investments. Currently, there is no investment quota for the Northbound Trade Link.

By seeking to invest in the CIBM via Bond Connect, a Fund is subject to the following additional risks:

General Risk. Although there is no quota limitation regarding investment via the Bond Connect, a Fund is required to make further filings with the PBOC if it wishes to increase its anticipated investment size or if there is any material change to the filed information. There is no guarantee the PBOC will accept such further filings. In the event any further filings for an increase in the anticipated investment size are not accepted by the PBOC, a Fund's ability to invest in the CIBM will be limited and the performance of the Fund may be unfavourably affected as a result. The PBOC will exercise on-going supervision of the onshore settlement agent and the Fund's trading under the CIBM rules. The PBOC may take relevant administrative actions such as suspension of trading and mandatory exit against the Fund in the event of non- compliance with the CIBM Rules.


S-24


Market Risk. A Fund investing in the CIBM is subject to liquidity and volatility risks. Market volatility and potential lack of liquidity due to possible low trading volume of certain bonds in the CIBM may result in prices of certain bonds traded in the CIBM fluctuating significantly. The bid and offer spreads of the prices of such bonds may be large, and the Fund may therefore incur significant trading and realization costs and may even suffer losses when selling such investments.

To the extent that a Fund transacts in the CIBM, the Fund may also be exposed to risks associated with settlement procedures and default of counterparties. The counterparty which has entered into a transaction with the Fund may default in its obligation to settle the transaction by failing to deliver relevant securities or to make payment.

Third Party Agent Risk. Under the Northbound Trading Link, CFETS or other institutions recognized by PBOC (as the registration agents) shall apply for registration with PBOC for the eligible Hong Kong and overseas investors. In addition, CMU (as the offshore custody agent recognized by the HKMA) shall open a nominee account with CCDC/SHCH (as the onshore custody agent) as nominee holder of the CIBM bonds purchased by Hong Kong and overseas investors through Bond Connect.

As the relevant filings, registration with PBOC, and account opening have to be carried out by an onshore settlement agent, offshore custody agent, registration agent or other third parties (as the case may be), a Fund is subject to the risks of default or errors on the part of such third parties.

Operational Risk. Bond Connect provides a relatively new channel for investors from Hong Kong and overseas to access the CIBM directly. It is premised on the functioning of the operational systems of the relevant market participants. Market participants are able to participate in this program subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant authorities.

The "connectivity" in Bond Connect requires routing of orders across the border. This requires the development of new information technology systems. There is no assurance that the systems of market participants will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems fail to function properly, trading in the CIBM through Bond Connect could be disrupted. A Fund's ability to access the CIBM (and hence to pursue its investment strategy) will be adversely affected.

Regulatory Risk. The PBOC Bond Connect rules are departmental regulations having legal effect in the PRC. However, the application of such rules is untested, and there is no assurance that PRC courts will recognize such rules.

Bond Connect is novel in nature and is subject to regulations promulgated by regulatory authorities and implementation rules made by the relevant authorities in the PRC and Hong Kong. Further, new regulations may be promulgated from time to time by the regulators in connection with operations and cross-border legal enforcement in connection with cross-border trades under Bond Connect.

The regulations are untested so far and there is no certainty as to how they will be applied. Moreover, the current regulations are subject to change which may have potential retrospective effect. In the event that the relevant PRC authorities suspend account opening or trading under the Bond Connect, the ability of the Fund to invest in the CIBM and the ability of the Fund to achieve its investment objective will be adversely affected. In addition, there can be no assurance that Bond Connect will not be abolished. A Fund which may invest in the CIBM through Bond Connect may be adversely affected as a result of such changes.

Legal/Beneficial Ownership Risk. CIBM bonds will be held by CMU as a nominee holder of the bonds purchased by foreign investors through Bond Connect. The PBOC has made it clear that the ultimate investors are the beneficial owners of the relevant bonds and shall exercise their rights against the bond issuer through CMU as the nominee holder. The PBOC also made various references to Stock Connect and indicated the position is essentially the same. Please refer to the Investments in the China A-Shares section for more information. While the distinct concepts of nominee holder and beneficial owner are referred to under PBOC rules or regulations, as well as other laws and regulations in the PRC, the application of such rules is untested, and there is no


S-25


assurance that PRC courts will recognize such concepts. Therefore, although the Funds' ownership may be ultimately recognized, it may suffer difficulties or delays in enforcing its rights over CIMB bonds.

Tax within the PRC. Uncertainties in the PRC tax rules governing taxation of income and gains from investments in PRC securities could result in unexpected tax liabilities for a Fund. A Fund's investments in securities, including A-Shares and CIBM bonds, issued by PRC companies may cause the Fund to become subject to withholding and other taxes imposed by the PRC.

If a Fund were considered to be a tax resident enterprise of the PRC, it would be subject to PRC corporate income tax at the rate of 25% on its worldwide taxable income. If a Fund were considered to be a non-tax resident enterprise with a "permanent establishment" in the PRC, it would be subject to PRC corporate income tax on the profits attributable to the permanent establishment. SIMC and the Funds' Sub-Advisers intend to operate the Funds in a manner that will prevent them from being treated as tax resident enterprises of the PRC and from having a permanent establishment in the PRC. It is possible, however, that the PRC could disagree with that conclusion, or that changes in PRC tax law could affect the PRC corporate income tax status of a Fund.

Unless reduced or exempted by the applicable tax treaties, the PRC generally imposes withholding income tax at the rate of 10% on dividends, premiums, interest and capital gains originating in the PRC and paid to a company that is not a resident of the PRC for tax purposes and that has no permanent establishment in China.

SIMC or the Funds' Sub-Advisers or a Fund may also potentially be subject to PRC value added tax at the rate of 6% on capital gains derived from trading of A-Shares, CIBM bonds and interest income (if any). Existing guidance provides a temporary value added tax exemption for Hong Kong and overseas investors in respect of their gains derived from the trading of Chinese securities through Stock Connect and Bond Connect. In addition, urban maintenance and construction tax (currently at rates ranging from 1% to 7%), educational surcharge (currently at the rate of 3%) and local educational surcharge (currently at the rate of 2%) (collectively, the "surtaxes") are imposed based on value added tax liabilities, so if SIMC or the Funds' Sub-Advisers or a Fund were liable for value added tax it would also be required to pay the applicable surtaxes.

Taxation of A-Shares. The Ministry of Finance of the PRC, the State Administration of Taxation of the PRC and the CSRC (collectively, the "PRC Authorities") issued the "Notice on the Pilot Program of Shanghai-Hong Kong Stock Connect" Caishui [2014] No.81 ("Notice 81"), on October 31, 2014, which states that the capital gain from disposal of A-Shares by foreign investors enterprises via the Shanghai-Hong Kong Stock Connect program will be temporarily exempt from withholding income tax. Notice 81 also states that the dividends derived from A-Shares by foreign investors enterprises are subject to 10% withholding income tax.

The PRC Authorities issued the "Notice on the Pilot Program of Shenzhen-Hong Kong Stock Connect" Caishui [2016] No.127 ("Notice 127") on November 5, 2016, which states that the capital gain from disposal of A-Shares by foreign investors enterprises via the Shenzhen-Hong Kong Stock Connect program will be temporarily exempt from withholding income tax. In addition, Caishu [2016] 127, which took effect on December 5, 2016, clarifies the corporate income tax policy of China with respect to investments through the Shenzhen-Hong Kong Stock Connect. Notice 127 also states that the dividends derived from A-Shares by foreign investors enterprises are subject to 10% withholding income tax.

Because there is no indication how long the temporary exemption will remain in effect, the Funds may be subject to such withholding tax in future. If in the future China begins applying tax rules regarding the taxation of income from A-Shares investment through the Stock Connect, and/or begins collecting capital gains taxes on such investments, a Fund could be subject to withholding tax liability if the Fund determines that such liability cannot be reduced or eliminated by applicable tax treaties. The negative impact of any such tax liability on a Fund's return could be substantial.

SIMC or the Funds' Sub-Advisers or a Fund may also potentially be subject to PRC value added tax at the rate of 6% on capital gains derived from trading of A-Shares and interest income (if any). Existing guidance provides a temporary value added tax exemption for Hong Kong and overseas investors in respect of their gains derived from the trading of Chinese securities through Stock Connect. Because there is no indication how long the temporary exemption will remain in effect, the Funds may be subject to such value added tax in the future.


S-26


In addition, surtaxes are imposed based on value added tax liabilities, so if SIMC or the Funds' Sub-Advisers or a Fund were liable for value added tax it would also be required to pay the applicable surtaxes.

The PRC rules for taxation of Stock Connect are evolving, and the tax regulations to be issued by the PRC State Administration of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse to a Fund and its shareholders.

Taxation of CIBM Bonds. The Ministry of Finance of the PRC and the State Administration of Taxation of the PRC issued Caishui No. 108 on November 7, 2018 ("Notice 108"), which states that foreign institutional investors will be temporarily exempt from the withholding income tax and value added tax on their gains derived from CIBM bond interest. The temporary exemption of withholding tax and value added tax remained in effect until November 6, 2021. According to the Announcement on Continuation of Corporate Income Tax and Value-added Tax Policies for Overseas Institutions Investing in the Domestic Bond Market (Announcement [2021] No. 34), which was jointly made by the Ministry of Finance of the PRC and the State Taxation Administration of the PRC on November 22, 2021, the temporary exemption under Notice 108 will continue during the period from November 7, 2021 to December 31, 2025.

If, in the future, China begins to apply tax rules regarding the taxation of bond interest income derived by foreign investment in CIBM, and/or begins to collect withholding tax and other taxes on such investment, SIMC or the Funds' Sub-Advisers or a Fund could be subject to such withholding tax and value added tax. In addition, surtaxes are imposed based on value added tax liabilities, so if SIMC or the Funds' Sub-Advisers or a Fund were liable for value added tax it would also be required to pay the applicable surtaxes.

The above information is only a general summary of the potential Chinese tax consequences that may be imposed on the Funds and their shareholders either directly or indirectly and should not be taken as a definitive, authoritative or comprehensive statement of the relevant matter. Shareholders should seek their own tax advice on their tax position with regard to their investment in the Funds.

The Chinese government has implemented a number of tax reform policies in recent years. The current tax laws and regulations may be revised or amended in the future. Any revision or amendment in tax laws and regulations may affect the after-taxation profit of Chinese companies and foreign investors in such companies, such as the Funds.

Investments in Variable Interest Entities ("VIEs"). In seeking exposure to Chinese companies, a Fund may invest in VIE structures. VIE structures can vary, but generally consist of a U.S.-listed company with contractual arrangements, through one or more wholly-owned special purpose vehicles, with a Chinese company that ultimately provides the U.S.-listed company with contractual rights to exercise control over and obtain economic benefits from the Chinese company. Although the U.S.-listed company in a VIE structure has no equity ownership in the underlying Chinese company, the VIE contractual arrangements permit the VIE structure to consolidate its financial statements with those of the underlying Chinese company. The VIE structure enables foreign investors, such as a Fund, to obtain investment exposure similar to that of an equity owner in a Chinese company in situations in which the Chinese government has restricted the non-Chinese ownership of such company. As a result, an investment in a VIE structure subjects a Fund to the risks associated with the underlying Chinese company. In its efforts to monitor, regulate and/or control foreign investment and participation in the ownership and operation of Chinese companies, including in particular those within the technology, telecommunications and education industries, the Chinese government may intervene or seek to control the operations, structure, or ownership of Chinese companies, including VIEs, to the disadvantage of foreign investors, such as a Fund. Intervention by the Chinese government with respect to a VIE could significantly and adversely affect the Chinese company's performance or the enforceability of the company's contractual arrangements with the VIE and thus, the value of a Fund's investment in the VIE. In addition to the risk of government intervention, a Fund's investment in a VIE structure is subject to the risk that the underlying Chinese company (or its officers, directors, or Chinese equity owners) may breach the contractual arrangements with the other entities in the VIE structure, or that Chinese law changes in a way that affects the enforceability of these arrangements, or those contracts are otherwise not enforceable under Chinese law, in which case a Fund may suffer significant losses on its VIE investments with little or no recourse available.


S-27


Investments in Russia—Russia launched a large-scale invasion of Ukraine on February 24, 2022, significantly amplifying already existing geopolitical tensions. Russia's actions and the resulting responses by the United States and other countries could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia, certain Russian individuals, banking entities and corporations, and Belarus as a response to Russia's invasion of Ukraine and may impose sanctions on other countries that provide military or economic support to Russia. The extent and duration of Russia's military actions or future escalation of such hostilities, and the extent and impact of the resulting sanctions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions, including cyber-attacks) are impossible to predict, but could result in significant market disruptions, including in certain industries or sectors, such as the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could have a significant impact on a Fund's performance and the value of the Fund's investments, even though the Fund does not have direct exposure to Russian issuers or issuers in other countries affected by the invasion.

FORWARD FOREIGN CURRENCY CONTRACTS—A forward foreign currency contract involves a negotiated obligation to purchase or sell a specific currency at a future date or range of future dates (with or without delivery required), 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 generally 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.

Forward contracts generally may not be liquidated prior to the stated maturity date, although the parties to a contract may agree to enter into a second offsetting transaction with the same maturity, thereby fixing each party's profit or loss on the two transactions. Nevertheless, each position must still be maintained to maturity unless the parties separately agree on an earlier settlement date. As a result, a party to a forward contract must be prepared to perform its obligations under each such contract in full. Parties to a forward contract may also separately agree to extend the contract by "rolling" it over prior to the originally scheduled settlement date. A Fund may use forward contracts for cash equitization purposes, which allows a Fund to invest consistent with its investment strategy while managing daily cash flows, including significant client inflows and outflows.

The Funds may use currency instruments as part of a hedging strategy, as described below.

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 fixed amount of U.S. 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 (called "position hedging"). A Fund may use position hedging when SIMC or a Sub-Adviser reasonably believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar. A Fund may enter into a forward foreign currency contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. The forward foreign currency contract amount and the value of the portfolio securities involved may not have a perfect correlation because the future value of the securities hedged will change as a consequence of the market between the date the forward contract is entered into and the date it matures.


S-28


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. 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.

In addition to the hedging transactions described above, the Funds may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase their exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

Unless consistent with and permitted by its stated investment policies, 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, described above. If consistent with and permitted by its stated investment policies, a Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. Certain Funds may engage in currency transactions for hedging purposes as well as to enhance the Fund's returns.

A non-deliverable forward transaction is a transaction that represents an agreement between a Fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed-upon foreign exchange rate on an agreed upon future date. The non-deliverable forward transaction position is closed using a fixing rate, as defined by the central bank in the country of the currency being traded, that is generally publicly stated within one or two days prior to the settlement date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, a Fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed-upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction's notional amount by the difference between the agreed-upon forward exchange rate and the actual exchange rate when the transaction is completed. Although forward foreign currency transactions are exempt from the definition of "swap" under the Commodity Exchange Act, non-deliverable forward transactions are not, and, thus, are subject to the CFTC's regulatory framework applicable to swaps.

The ability to establish and close out positions on currency futures contracts is subject to the maintenance of a liquid market, which may not always be available. An option on a currency provides the purchaser, or "holder," with the right, but not the obligation, to purchase, in the case of a "call" option, or sell, in the case of a "put" option, a stated quantity of the underlying currency at a fixed exchange rate up to a stated expiration date (or, in the case of certain options, on such date). The holder generally pays a nonrefundable fee for the option, referred to as the "premium," but cannot lose more than this amount, plus related transaction costs. Thus, where a Fund is a holder of options contracts, such losses will be limited in absolute amount. In contrast to a forward contract, an option imposes a binding obligation only on the seller, or "writer." If the holder exercises the option, the writer is obligated to complete the transaction in the underlying currency. An option generally becomes worthless to the holder when it expires. In addition, in the context of an exchange-traded option, the writer is often required to deposit initial margin and may be required to increase the margin on deposit if the market moves against the writer's position. Options on currencies may be purchased in the OTC market between commercial entities dealing directly with each other as principals. In purchasing an OTC currency option, the holder is subject to the risk of default by the writer and, for this reason, purchasers of options on currencies may require writers to post collateral or other forms of performance assurance.


S-29


Buyers and sellers of currency futures contracts are subject to the same risks that apply to the use of futures contracts generally, which are described elsewhere in this SAI. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation, which may subject a Fund to additional risk.

Risks. Currency transactions are subject to risks that are different from those of other portfolio transactions. 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. 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 the 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 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. The ability to establish and close out positions on currency futures contracts is subject to the maintenance of a liquid market, which may not always be available.

The Funds may take active positions in currencies, which involve different techniques and risk analyses than the Funds' purchase of securities. Active investment in currencies may subject the Funds to additional risks, and the value of the Funds' investments may fluctuate in response to broader macroeconomic risks than if the Funds invested only in fixed income securities. The Funds may take long and short positions in foreign currencies in excess of the value of the Funds' assets denominated in a particular currency or when the Funds do not own assets denominated in that currency. If a Fund enters into currency transactions when it does not own assets denominated in that currency, the Fund's volatility may increase and losses on such transactions will not be offset by increases in the value of the Fund's assets.

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. Suitable hedging transactions may not be available in all circumstances. Hedging transactions may also eliminate any chance for a Fund to benefit from favorable fluctuations in relevant foreign currencies.

Risks associated with entering into forward foreign currency contracts include the possibility that the market for forward foreign currency contracts may be limited with respect to certain currencies and, upon a contract's maturity, the inability of a Fund to negotiate with the dealer to enter into an offsetting transaction. As mentioned above, forward foreign currency contracts may be closed out only by the parties entering into an offsetting contract. This creates settlement risk in forward foreign currency contracts, which is the risk of loss when one party to the forward foreign currency contract delivers the currency it sold but does not receive the corresponding amount of the currency it bought. Settlement risk arises in deliverable forward foreign currency contracts where the parties have not arranged to use a mechanism for payment-versus-payment settlement, such as an escrow arrangement. In addition, the correlation between movements in the prices of those contracts and movements in the price of the currency hedged or used for cover will not be perfect. There is no assurance an active forward foreign currency contract market will always exist. These factors will restrict a Fund's ability to hedge against the risk of devaluation of currencies in which the Fund holds a substantial quantity of securities and are unrelated to the qualitative rating that may be assigned to any particular security. In addition, if a currency devaluation is generally anticipated, the Fund may not be able to contract to sell currency at a price above the devaluation level it anticipates. The successful use of forward foreign currency contracts as a hedging technique draws upon special skills and experience with respect to these instruments and usually depends on the ability of SIMC or a Sub-Adviser to forecast interest rate and currency exchange rate movements correctly.


S-30


Should interest or exchange rates move in an unexpected manner, the Fund may not achieve the anticipated benefits of forward foreign currency contracts or may realize losses and thus be in a worse position than if those strategies had not been used. Many forward foreign currency contracts are subject to no daily price fluctuation limits so adverse market movements could continue with respect to those contracts to an unlimited extent over a period of time.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS—Futures contracts (also called "futures") provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. 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, and generally contracts are closed out prior to the expiration date of the contract.

A Fund may also invest in Treasury futures, interest rate futures, interest rate swaps, and interest rate swap futures. A Treasury futures contract involves an obligation to purchase or sell Treasury securities at a future date at a price set at the time of the contract. The sale of a Treasury futures contract creates an obligation by the Fund to deliver the amount of certain types of Treasury securities called for in the contract at a specified future time for a specified price. A purchase of a Treasury futures contract creates an obligation by the Fund to take delivery of an amount of securities at a specified future time at a specific price. Interest rate futures can be sold as an offset against the effect of expected interest rate increases and purchased as an offset against the effect of expected interest rate declines. Interest rate swaps are an agreement between two parties where one stream of future interest rate payments is exchanged for another based on a specified principal amount. Interest rate swaps often exchange a fixed payment for a floating payment that is linked to a particular interest rate. Interest rate swap futures are instruments that provide a way to gain swap exposure and the structure features of a futures contract in a single instrument. Swap futures are futures contracts on interest rate swaps that enable purchasers to cash settle at a future date at the price determined by the benchmark rate at the end of a fixed period.

A Fund will reduce the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on national futures exchanges regulated by the CFTC (generally, futures must be traded on such exchanges). Subject to their permitted investment strategies, certain Funds may use futures contracts and related options for either hedging purposes or risk management purposes, or to gain exposure to currencies, as well as to enhance the Fund's returns. Instances in which a Fund may use futures contracts and related options for risk management purposes include: (i) attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; (ii) attempting to minimize fluctuations in foreign currencies; (iii) attempting to gain exposure to a particular market, index or instrument; or (iv) other risk management purposes. A Fund may use futures contracts for cash equitization purposes, which allows a Fund to invest consistent with its investment strategy while managing daily cash flows, including significant client inflows and outflows.

There are significant risks associated with a Fund's use of futures contracts and options on futures contracts, including: (i) the success of a hedging strategy may depend on SIMC or a Sub-Adviser's ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (ii) 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; (iii) there may not be a liquid secondary market for a futures contract or option; (iv) trading restrictions or limitations may be imposed by an exchange; and (v) government regulations or exchange requirements may restrict trading in futures contracts and options on futures contracts. In addition, some strategies reduce a Fund's exposure to price fluctuations, while others tend to increase its market exposure.


S-31


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 unemployment. Many of these countries are also characterized by political uncertainty or instability. Additional factors that 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 U.S. dollars, its ability to make debt payments denominated in U.S. 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 investments that cannot be sold or disposed of in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If, subsequent to purchase, a security held by a Fund becomes illiquid, the Fund may continue to hold the security. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Board. 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 that 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 a Fund. Under the supervision of the Board, SIMC or the Sub-Adviser, as applicable, determines the liquidity of a Fund's investments. In determining the liquidity of a Fund's investments, SIMC or the Sub-Adviser, as applicable, may consider various factors, including: (i) the frequency and volume of trades and quotations; (ii) the number of dealers and prospective purchasers in the marketplace; (iii) dealer undertakings to make a market; and (iv) 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).

INSURANCE FUNDING AGREEMENTS—An IFA is normally a general obligation of the issuing insurance company and not a separate account. The purchase price paid for an IFA becomes part of the general assets of the insurance company, and the obligation is repaid from the company's general assets. Generally, IFAs are not assignable or transferable without the permission of the issuing insurance company, and an active secondary market in IFAs may not exist. Therefore, IFAs will be subject to the Fund's limitation on investment in illiquid securities when the Fund may not demand payment of the principal amount within seven days and a reliable trading market is absent. Additional information about illiquid securities is provided under "Illiquid Securities."

INTERFUND LENDING AND BORROWING ARRANGEMENTS—The SEC has granted an exemption that permits the Funds to participate in the Program with the SEI Funds. The Program allows the SEI Funds to lend money to and borrow money from each other for temporary or emergency purposes. Participation in the Program is voluntary for both borrowing and lending funds. Interfund loans may be made only when the rate of interest to be charged is more favorable to the lending fund than the Repo Rate and more favorable to the borrowing


S-32


fund than the Bank Loan Rate. The Bank Loan Rate will be determined using a formula approved by the SEI Funds' Board of Trustees. The interest rate imposed on interfund loans is the average of the Repo Rate and the Bank Loan Rate.

All interfund loans and borrowings must comply with the conditions set forth in the exemption, which are designed to ensure fair and equitable treatment of all participating funds. Each Fund's participation in the Program must be consistent with its investment policies and limitations and is subject to certain percentage limitations. SIMC administers the Program according to procedures approved by the SEI Funds' Board of Trustees. In addition, the Program is subject to oversight and periodic review by the SEI Funds' Board of Trustees.

INVESTMENT COMPANIES—Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, open-end investment companies and REITs, 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. When a Fund invests in an affiliated or unaffiliated investment company, it will bear a pro rata portion of the investment company's expenses in addition to directly bearing the expenses associated with its own operations. 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 NAV. Others are continuously offered at NAV, but may also be traded in the secondary market at a premium or discount to their NAV.

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 be subject to adverse tax consequences to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company."

Generally, federal securities laws limit the extent to which investment companies can invest in securities of other investment companies, subject to certain statutory, regulatory and other exceptions. For example an investment company is generally prohibited under Section 12(d)(1)(A) of the 1940 Act from acquiring the securities of another investment company if, as a result of such acquisition: (i) the acquiring investment company would own more than 3% of the total voting stock of the other company; (ii) securities issued by any one investment company represent more than 5% of the acquiring investment company's total assets; or (iii) securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the acquiring investment company, subject to certain statutory, regulatory or other exceptions. Pursuant to Rule 12d1-1 under the 1940 Act and the conditions set forth therein, a Fund may invest in one or more affiliated or unaffiliated investment companies that operate in compliance with Rule 2a-7 under the 1940 Act, in excess of the limits of Section 12(d)(1)(A). A Fund may invest in investment companies managed by SIMC or the Fund's Sub-Adviser to the extent permitted by any rule or regulation of the SEC or any order or interpretation thereunder. A Fund may invest in such Rule 2a-7 compliant investment companies for cash management purposes, including as discussed in the "Securities Lending" section below, and to serve as collateral for derivatives positions.

In addition, Rule 12d1-4 under the 1940 Act permits an investment company to invest in other investment companies beyond the statutory limits of Section 12(d)(1)(A), subject to certain conditions.

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 indexes. 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.

Leveraged ETFs contain all of the risks that non-leveraged ETFs present. Additionally, to the extent a Fund invests in ETFs that achieve leveraged exposure to their underlying indexes through the use of derivative instruments, the Fund will indirectly be subject to leverage risk and other risks associated with derivatives and


S-33


will be subject to Rule 18f-4 under the 1940 Act. The more these ETFs invest in derivative instruments that give rise to leverage, the more this leverage will magnify any losses on those investments. Because leverage tends to exaggerate the effect of any increase or decrease in the value of an ETF's portfolio securities or other investments, leverage will cause the value of an ETF's shares to be more volatile than if the ETF did not use leverage. A leveraged ETF will engage in transactions and purchase instruments that give rise to forms of leverage, including, among others, the use of reverse repurchase agreements and other borrowings, the investment of collateral from loans of portfolio securities, the use of when issued, delayed-delivery or forward commitment transactions or short sales. Certain types of leveraging transactions, such as short sales that are not "against the box," could theoretically be subject to unlimited losses in cases where a leveraged ETF, for any reason, is unable to close out the transaction. In addition, to the extent a leveraged ETF borrows money, interest costs on such borrowed money may not be recovered by any appreciation of the securities purchased with the borrowed funds and could exceed the ETF's investment income, resulting in greater losses. Such ETFs often "reset" daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time, which may be enhanced during the periods of increased market volatility. Consequently, leveraged ETFs may not be suitable as long-term investments.

Leveraged inverse ETFs contain all of the risks that regular ETFs present. Additionally, to the extent a Fund invests in ETFs that seek to provide investment results that match a negative multiple of the performance of an underlying index, the Fund will indirectly be subject to the risk that the performance of such ETF will fall as the performance of that ETF's benchmark rises-a result that is the opposite from traditional mutual funds. Leveraged inverse ETFs contain all of the risks that regular ETFs present, but also pose all of the risks associated with other leveraged ETFs as well as other inverse ETFs. These investment vehicles may be extremely volatile and can potentially expose an investing Fund to theoretically unlimited losses.

An investment company may now invest in ETFs in excess of the limitations prescribed by Section 12(d)(1)(A), provided that such investment company otherwise complies with certain conditions imposed through Rule 12d1-4.

Certain ETFs that in general do not register as investment companies under the 1940 Act may not produce qualifying income for purposes of the "Qualifying Income Test" or the shares of such ETFs may not be considered "securities" for purposes of the "Asset Test" (as defined below under the heading "Taxes"), which must be met in order for a Fund to maintain its status as a RIC under the Code. If one or more ETFs generate more non-qualifying income for purposes of the Qualifying Income Test or if a Fund is not considered to be holding sufficient amounts of "securities" than SIMC or the Funds' Sub-Advisers expect, it could cause a Fund to inadvertently fail the Qualifying Income Test or Asset Test, thereby causing the Fund to inadvertently fail to qualify as a RIC under the Code, unless certain relief provisions (described in more detail under the heading "Taxes") are available to the Fund.

LIBOR REPLACEMENT—LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. The regulatory authority that oversees financial services firms and financial markets in the U.K. has announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions for purposes of determining the LIBOR rate. The publication of LIBOR on a representative basis ceased for the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021, and is expected to cease for the remaining U.S. dollar LIBOR settings immediately after June 30, 2023. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve's Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Financing Rate ("SOFR"), which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. There is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability. This, in turn, may affect the value or liquidity or return on certain Fund investments, result in costs incurred in connection


S-34


with closing out positions and entering into new trades and reduce the effectiveness of related fund transactions such as hedges. These risks may also apply with respect to potential changes in connection with other interbank offering rates (e.g., Euribor) and other indexes, rates and values that may be used as "benchmarks" and are the subject of recent regulatory reform. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will vary depending on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. The expected discontinuation of LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, other investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

LOAN PARTICIPATIONS AND ASSIGNMENTS—Loan participations are interests in loans to corporations or governments that 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 (so-called "intermediary bank"). In a loan participation, the borrower will be deemed to be the issuer of the participation interest, except to the extent that 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 improper conduct by the intermediary bank. In addition, in the event the underlying borrower fails to pay principal and interest when due, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of such borrower. Under the terms of a loan participation, a Fund may be regarded as a creditor of the intermediary bank (rather than of the underlying borrower), so that the Fund may also be subject to the risk that the intermediary bank may become insolvent.

Loan assignments are investments in assignments of all or a portion of certain loans from third parties. When a Fund purchases assignments from lenders, it will acquire direct rights against the borrower on the loan. Because 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 SIMC or the Funds' Sub-Advisers based on criteria approved by the Board.

MiFID II—MiFID II took effect in Member States of the EU on January 3, 2018. MiFID II forms the legal framework governing the requirements applicable to EU investment firms and trading venues and third-country firms providing investment services or activities in the EU. The extent to which MiFID II will have an indirect impact on markets and market participants outside the EU is unclear and yet to fully play out in practice. It will likely impact pricing, liquidity and transparency in most asset classes and certainly impact the research market.

MiFID II prohibits an EU authorized investment firm from receiving investment research unless it is paid for directly by the firm out of its own resources or from a separate research payment account regulated under MiFID II and funded either by a specific periodic research charge to the client or by a research charge that is not collected from the client separately but instead alongside a transaction commission. Specifically, MiFID II will have practical ramifications outside the EU in certain areas such as payment for equity research and fixed income, currency and commodities research. For example, US asset managers acting under the delegated authority of an EU-based asset manager and US asset managers that are part of a global asset management group with one or more EU affiliates may, in practice, have to restructure the way they procure, value and pay for research under US laws and regulations to more closely align with the requirements under MiFID II. Absent appropriate relief or guidance from US regulators, certain aspects of the research payment regime under MiFID II may be incompatible with US law and regulation. Accordingly, it is difficult to predict the full impact of MiFID II


S-35


on the Funds and the Adviser and Sub-Advisers, but it could include an increase in the overall costs of entering into investments. Shareholders should be aware that the regulatory changes arising from MiFID II may affect each Fund's ability to adhere to its investment approach and achieve its investment objective.

EU research providers that are MiFID II firms will be obliged to price their research services separately from their execution services. It is uncertain whether these changes will lead to an overall increase in the price of research and/or lead to reduced access to research for the Adviser and Sub-Advisers. While the exact impact of MiFID II and the related Markets in Financial Instruments Regulation on certain Funds and the Adviser and Sub-Advisers remain unclear and will take time to quantify, the impact on them and on the EU financial markets may be material.

MONEY MARKET SECURITIES—Money market securities include: (i) short-term U.S. Government securities; (ii) custodial receipts evidencing separately traded interest and principal components of securities issued by the U.S. Treasury; (iii) commercial paper determined by SIMC or a Sub-Adviser to be of the highest short-term credit quality at the time of purchase; (iv) 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 (v) repurchase agreements involving such securities. For a description of ratings, see Appendix A to this SAI.

MORTGAGE-BACKED SECURITIES—Mortgage-backed securities are a class of asset-backed securities representing an interest in a pool or pools of whole mortgage loans (which may be residential mortgage loans or commercial mortgage loans). Mortgage-backed securities held or acquired by the Funds could include (i) obligations guaranteed by federal agencies of the U.S. Government, such as GNMA, which are backed by the "full faith and credit" of the United States, (ii) securities issued by Fannie Mae and Freddie Mac, which are not backed by the "full faith and credit" of the United States but are guaranteed by the U.S. Government as to timely payment of principal and interest, (iii) securities (commonly referred to as "private-label RMBS") issued by private issuers that represent an interest in or are collateralized by whole residential mortgage loans without a government guarantee and (iv) CMBS, which are 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. Because private-label RMBS and CMBS are not issued or guaranteed by the U.S. Government, those securities generally are structured with one or more types of credit enhancement. There can be no assurance, however, that credit enhancements will support full payment to the Funds of the principal and interest on such obligations. In addition, changes in the credit quality of the entity that provides credit enhancement could cause losses to the Funds and affect their share prices.

A Fund may invest in mortgage-backed securities in the form of debt or in the form of "pass-through" certificates. Pass-through certificates, which represent the beneficial ownership interests in the related mortgage loans, differ from debt securities, which generally provide for periodic fixed payments of interest on and principal of the related notes. Mortgage pass-through securities provide for monthly payments that are a "pass-through" of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees and expenses owed to the servicers of the mortgage loans and other transaction parties that receive payment from collections on the mortgage loans.

The performance of mortgage loans and, in turn, the mortgage-backed securities acquired by a Fund, is influenced by a wide variety of economic, geographic, social and other factors, including general economic conditions, the level of prevailing interest rates, the unemployment rate, the availability of alternative financing and homeowner behavior. Beginning in late 2006, delinquencies, defaults and foreclosures on residential and commercial mortgage loans increased significantly, and they may again increase in the future. In addition, beginning in late 2006, numerous originators and servicers of residential mortgage loans experienced serious financial difficulties and, in many cases, went out of business or were liquidated in bankruptcy proceedings. Those difficulties resulted, in part, from declining markets for their mortgage loans as well as from claims for repurchases of mortgage loans previously sold under provisions that require repurchase in the event of early payment defaults or for breaches of representations and warranties regarding loan characteristics.


S-36


Since mid-2007, the residential mortgage market has been subject to extensive litigation and legislative and regulatory scrutiny. The result has been extensive reform legislation and regulations including with respect to loan underwriting, mortgage loan servicing, foreclosure practices and timing, loan modifications, enhanced disclosure and reporting obligations and risk retention. Numerous laws, regulations and rules related to residential mortgage loans generally, and foreclosure actions particularly, have been proposed or enacted by federal, state and local governmental authorities, which may result in delays in the foreclosure process, reduced payments by borrowers, modification of the original terms of mortgage loans, permanent forgiveness of debt, increased prepayments due to the availability of government-sponsored refinancing initiatives and/or increased reimbursable servicing expenses. Any of these factors could result in delays and reductions in distributions to residential mortgage-backed securities and may reduce the amount of investment proceeds to which a Fund would be entitled.

The conservatorship of Fannie Mae and Freddie Mac and the current uncertainty regarding the future status of these organizations may also adversely affect the mortgage market and the value of mortgage-related assets. It remains unclear to what extent the ability of Fannie Mae and Freddie Mac to act as the primary sources of liquidity in the residential mortgage markets, both by purchasing mortgage loans for their own portfolios and by guaranteeing mortgage-backed securities, may be curtailed. Legislators have repeatedly unveiled various plans to reduce and reform the role of Fannie Mae and Freddie Mac in the mortgage market and, possibly, wind down both institutions. Although it is unclear whether, and if so how, those plans may be implemented or how long any such wind-down or reform of Fannie Mae and Freddie Mac, if implemented, would take, a reduction in the ability of mortgage loan originators to access Fannie Mae and Freddie Mac to sell their mortgage loans may adversely affect the financial condition of mortgage loan originators. In addition, any decline in the value of agency securities may affect the value of residential mortgage-backed securities as a whole.

Since March 13, 2020, there have been a number of government initiatives applicable to federally backed mortgage loans in response to the economic impacts of the COVID-19 outbreak, including foreclosure and eviction moratoria, mortgage forbearance and loan modifications for borrowers and renters experiencing financial hardship due to COVID-19.

It is difficult to predict how the government initiatives relating to COVID-19 may affect the federally backed mortgage market, the U.S. mortgage market as a whole and the price of securities relating to the mortgage markets. However, high forbearance rates create a real possibility of billions of dollars of loan servicers' obligations to advance payment to investors in securities backed by mortgages in the absence of borrower payments on the underlying loans. Accordingly, the Funds cannot predict with certainty the extent to which these or similar initiatives in the future may adversely impact the value of the Funds' investments in securities issued by Fannie Mae or Freddie Mac and in investments in securities in the U.S. mortgage industry as a whole.

The rate and aggregate amount of distributions on mortgage-backed securities, and therefore the average lives of those securities and the yields realized by a Fund, will be sensitive to the rate of prepayments (including liquidations) and modifications of the related mortgage loans, any losses and shortfalls on the related mortgage loans allocable to the tranches held by a Fund and the manner in which principal payments on the related mortgage loans are allocated among the various tranches in the particular securitization transaction. Furthermore, mortgage-backed securities are sensitive to changes in interest rates, but may respond to those changes differently from other fixed income securities due to the possibility of prepayment of the mortgage loans. Among other factors, a significant amount of defaults, rapid prepayments or prepayment interest shortfalls may erode amounts available for distributions to a Fund. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Funds' actual yield to maturity, even if the average rate of principal payments is consistent with a Fund's expectations. If prepayments of mortgage loans occur at a rate faster than that anticipated by a Fund, payments of interest on the mortgage-backed securities could be significantly less than anticipated. Similarly, if the number of mortgage loans that are modified is larger than that anticipated by a Fund, payments of principal and interest on the mortgage-backed securities could be significantly less than anticipated.


S-37


Collateralized Mortgage Obligations. 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). To the extent a Fund invests in CMOs, the Fund typically will seek to invest in CMOs 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 that 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 based on a predetermined priority schedule. Accordingly, the CMOs in the longer maturity series are less likely than other mortgage pass-through securities 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-through securities issued or guaranteed by U.S. Government agencies or instrumentalities, the CMOs themselves are not generally guaranteed.

Real Estate Mortgage Investment Conduits. REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by interests in real property. 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.

Parallel Pay Securities; Planned Amortization Class CMOs. 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. 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.

Adjustable Rate Mortgage Securities. 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 are usually determined in accordance with a predetermined interest rate index and may be subject to certain limits. Although 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 the prices of ARMS, particularly during periods of extreme fluctuations in interest rates. Also, because 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 interest rates are not immediately reflected in the interest rates payable on the underlying adjustable rate mortgages.

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 PO receives the principal payments made by the underlying mortgage-backed security, while the holder of the 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.

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.


S-38


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 "average life estimate." An average life estimate is a function of an assumption regarding anticipated prepayment patterns and is 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 the estimated average life will be a security's actual average life.

MORTGAGE DOLLAR ROLLS—Mortgage dollar rolls, or "covered rolls," are transactions in which a Fund sells securities (usually mortgage-backed securities) and simultaneously contracts to repurchase, typically in 30 or 60 days, substantially similar, but not identical, securities on a specified future date. During the roll period, a Fund forgoes principal and interest paid on such securities. A Fund is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the "drop"), as well as by the interest earned on the cash proceeds of the initial sale. At the end of the roll commitment period, a Fund may or may not take delivery of the securities it has contracted to purchase. Mortgage dollar rolls may be renewed prior to cash settlement and initially may involve only a firm commitment agreement by the Fund to buy a security. A "covered roll" is a specific type of mortgage dollar roll for which there is an offsetting cash position or cash equivalent securities position that matures on or before the forward settlement date of the mortgage dollar roll transaction. As used herein, the term "mortgage dollar roll" refers to mortgage dollar rolls that are not "covered rolls." If the broker-dealer to whom a Fund sells the security becomes insolvent, the Fund's right to repurchase the security may be restricted. Other risks involved in entering into mortgage dollar rolls include the risk that the value of the security may change adversely over the term of the mortgage dollar roll and that the security a Fund is required to repurchase may be worth less than the security that the Fund originally held.

MUNICIPAL SECURITIES—Municipal securities consist of: (i) debt obligations issued by or on behalf of public authorities to obtain funds to be used for various public facilities, refunding outstanding obligations, general operating expenses and lending such funds to other public institutions and facilities, and (ii) certain private activity and industrial development bonds issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated facilities. Additional information regarding municipal securities is described below:

Municipal Bonds. Municipal bonds are debt obligations issued to obtain funds for various public purposes. Municipal bonds include general obligation bonds, revenue or special obligation bonds, private activity and industrial development bonds, moral obligation bonds and participation interests in municipal bonds. General obligation bonds are backed by the taxing power of the issuing municipality. Revenue bonds are backed by the revenues of a project or facility, such as tolls from a toll bridge. Certificates of participation represent an interest in an underlying obligation or commitment, such as an obligation issued in connection with a leasing arrangement. The payment of principal and interest on private activity and industrial development bonds is generally dependent solely on the ability of the facility's user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment. A Fund may purchase private activity or industrial development bonds if, in the opinion of counsel for the issuers, the interest paid is exempt from federal income tax. Municipal bonds are issued by or on behalf of public authorities to raise money to finance various privately-owned or operated facilities for business and manufacturing, housing, sports and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, parking, sewage or solid waste disposal facilities and certain other facilities. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility's user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment. Moral obligation bonds are normally issued by special purpose authorities. Moral obligation bonds are not backed by the full faith and credit of the state, but are generally backed by the agreement of the issuing authority to request appropriations from the state legislative body.

Municipal Leases. Municipal leases are instruments, or participations in instruments, issued in connection with lease obligations or installment purchase contract obligations of municipalities (so-called "municipal lease


S-39


obligations"). Although municipal lease obligations do not constitute general obligations of the issuing municipality, a lease obligation may be backed by the municipality's covenant to budget for, appropriate funds for and make the payments due under the lease obligation. However, certain lease obligations contain "non-appropriation" clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose in the relevant years. Municipal lease obligations are a form of financing, and the market for such obligations is still developing. Municipal leases will be treated as liquid only if they satisfy criteria set forth in guidelines established by the Board, and there can be no assurance that a market will exist or continue to exist for any municipal lease obligation. Information regarding illiquid securities is provided under the section "Illiquid Securities" above.

Municipal Notes. Municipal notes consist of general obligation notes, tax anticipation notes (notes sold to finance working capital needs of the issuer in anticipation of receiving taxes on a future date), revenue anticipation notes (notes sold to provide needed cash prior to receipt of expected non-tax revenues from a specific source), bond anticipation notes, tax and revenue anticipation notes, certificates of indebtedness, demand notes and construction loan notes. The maturities of the instruments at the time of issue will generally range from three months to one year.

SIMC and/or the Sub-Adviser, as applicable, may rely on the opinion of the issuer's counsel, which is rendered at the time the security is issued, to determine whether the security is fit, with respect to its validity and tax status, to be purchased by a Fund. SIMC, the Sub-Advisers and the Funds do not guarantee this opinion is correct, and there is no assurance that the IRS will agree with such counsel's opinion.

NON-DIVERSIFICATION—As indicated in the Investment Limitations section, certain Funds are non-diversified investment companies as defined in the 1940 Act, which means that a relatively high percentage of such Fund's assets may be invested in the obligations of a limited number of issuers. The value of shares of each such Fund may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. Each of these Funds intends to satisfy the diversification requirements necessary to qualify as a RIC under the Code, as described more fully in the "Taxes" section of this SAI.

OBLIGATIONS OF DOMESTIC BANKS, FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS—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 that 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.

Bank Notes. Bank notes are notes used to represent debt obligations issued by banks in large denominations.

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 can normally be traded in the secondary market prior to maturity. Certificates of deposit with penalties for early withdrawal will be considered illiquid. Additional information about illiquid securities is provided under the section "Illiquid Securities" above.

Time Deposits. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, a time deposit earns a specified rate of interest over a definite period of


S-40


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. Additional information about illiquid securities is provided under the section "Illiquid Securities" above.

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, the World Bank, the African Development Bank, the European Economic Community, the 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. There is no guarantee that one or more stockholders of a supranational entity will continue to make any necessary additional capital contributions. If such contributions are not made, the entity may be unable to pay interest or repay principal on its debt securities, and a Fund may lose money on such investments.

OPTIONS—A Fund may purchase and write put and call options on indexes 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, or for certain types of options, at the conclusion of the option period or only at certain times 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, or for certain types of options, at the conclusion of the option period or only at certain times 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 OTC markets) to manage its exposure to exchange rates.

Put and call options on indexes 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. Options on indexes may, depending on circumstances, involve greater risk than options on securities. Because stock index options are settled in cash, when a Fund writes a call on an index it may not be able to provide in advance for its potential settlement obligations by acquiring and holding the underlying securities.

Each Fund may trade put and call options on securities, securities indexes and currencies, as SIMC or a Sub-Adviser determines is appropriate in seeking to achieve the Fund's investment objective, unless otherwise restricted by the Fund's 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 the acquisition of securities by the Fund.

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


S-41


market value. Certain Funds may engage in a covered call option writing (selling) program in an attempt to generate additional income or provide a partial hedge to another position of the Fund. A call option is "covered" if the Fund either owns the underlying instrument or has an absolute and immediate right (such as a call with the same or a later expiration date) to acquire that instrument. The underlying instruments of such covered call options may consist of individual equity securities, pools of equity securities, ETFs or indexes.

The writing of covered call options is a more conservative investment technique than writing of naked or uncovered options, but capable of enhancing the Fund's total return. When a Fund writes a covered call option, it profits from the premium paid by the buyer but gives up the opportunity to profit from an increase in the value of the underlying security above the exercise price. At the same time, the Fund retains the risk of loss from a decline in the value of the underlying security during the option period. Although the Fund may terminate its obligation by executing a closing purchase transaction, the cost of effecting such a transaction may be greater than the premium received upon its sale, resulting in a loss to the Fund. If such an option expires unexercised, the Fund realizes a gain equal to the premium received. Such a gain may be offset or exceeded by a decline in the market value of the underlying security during the option period. If an option is exercised, the exercise price, the premium received and the market value of the underlying security determine the gain or loss realized by the Fund.

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 will generally expire without being exercised and the Fund will realize as profit the premium received for such option. When a call option of which a Fund is the writer is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Fund is the writer is exercised, the Fund will be required to purchase the underlying securities at a price in excess of the market value of such securities.

A Fund may purchase and write options on an exchange or OTC. OTC options differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation or futures commission merchant, 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 normally done 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: (i) 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; (ii) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (iii) there may not be a liquid secondary market for options; and (iv) though 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.

PARTICIPATION NOTES—P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. When purchasing a P-Note, the posting of margin is not required because the full cost of the P-Note (plus commission) is paid at the time of purchase. When the P-Note matures, the issuer will pay to, or receive from, the purchaser the difference between the minimal value of the underlying instrument at the time of purchase and that instrument's value at maturity. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate.

In addition, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate. The holder of a P-Note that is linked to a particular underlying security is entitled to receive any dividends paid in connection with an underlying security or instrument. However, the holder of a P-Note does not receive voting rights as it would if


S-42


it directly owned the underlying security or instrument. P-Notes are generally traded OTC. P-Notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them and the counterparty. There is also counterparty risk associated with these investments because the Fund is relying on the creditworthiness of such counterparty and has no rights under a P-Note against the issuer of the underlying security. In addition, a Fund will incur transaction costs as a result of investment in P-Notes.

PAY-IN-KIND BONDS—Pay-in-kind bonds are securities that, 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.

PUT TRANSACTIONS—A Fund may purchase securities at a price that would result in a yield to maturity lower than generally offered by the seller at the time of purchase when the Fund can simultaneously acquire the right to sell the securities back to the seller, the issuer or a third party (the "writer") at an agreed-upon price at any time during a stated period or on a certain date. Such a right is generally denoted as a "standby commitment" or a "put." The purpose of engaging in transactions involving puts is to maintain flexibility and liquidity to permit a Fund to meet redemptions and remain as fully invested as possible in municipal securities. The right to put the securities depends on the writer's ability to pay for the securities at the time the put is exercised. A Fund would limit its put transactions to institutions that SIMC or a Sub-Adviser believes present minimum credit risks, and SIMC or a Sub-Adviser would use its best efforts to initially determine and continue to monitor the financial strength of the sellers of the options by evaluating their financial statements and such other information as is available in the marketplace. It may, however, be difficult to monitor the financial strength of the writers because adequate current financial information may not be available. In the event that any writer is unable to honor a put for financial reasons, a Fund would be a general creditor (i.e., on a parity with all other unsecured creditors) of the writer. Furthermore, particular provisions of the contract between a Fund and the writer may excuse the writer from repurchasing the securities; for example, a change in the published rating of the underlying municipal securities or any similar event that has an adverse effect on the issuer's credit or a provision in the contract that the put will not be exercised except in certain special cases, such as to maintain Fund liquidity. A Fund could, however, at any time sell the underlying portfolio security in the open market or wait until the portfolio security matures, at which time it should realize the full par value of the security.

The securities purchased subject to a put may be sold to third persons at any time, even though the put is outstanding, but the put itself, unless it is an integral part of the security as originally issued, may not be marketable or otherwise assignable. Therefore, the put would have value only to that particular Fund. Sale of the securities to third parties or lapse of time with the put unexercised may terminate the right to put the securities. Prior to the expiration of any put option, a Fund could seek to negotiate terms for the extension of such an option. If such a renewal cannot be negotiated on terms satisfactory to the Fund, the Fund could, of course, sell the portfolio security. The maturity of the underlying security will generally be different from that of the put. For the purpose of determining the "maturity" of securities purchased subject to an option to put, and for the purpose of determining the dollar-weighted average maturity of a Fund including such securities, the Fund will consider "maturity" to be the first date on which it has the right to demand payment from the writer of the put (although the final maturity of the security is later than such date).

QUANTITATIVE INVESTING—A quantitative investment style generally involves the use of computers to implement a systematic or rules-based approach to selecting investments based on specific measurable factors.


S-43


Due to the significant role technology plays in such strategies, they carry the risk of unintended or unrecognized issues or flaws in the design, coding, implementation or maintenance of the computer programs or technology used in the development and implementation of the quantitative strategy. These issues or flaws, which can be difficult to identify, may result in the implementation of a portfolio that is different from that which was intended, and could negatively impact investment returns. Such risks should be viewed as an inherent element of investing in an investment strategy that relies heavily upon quantitative models and computerization.

REAL ESTATE INVESTMENT TRUSTS—REITs are entities that invest primarily in commercial real estate or real estate-related loans. A U.S. REIT is not taxed on income distributed to its shareholders or unitholders if it complies with certain requirements under the Code relating to its organization, ownership, assets and income, as well as with a requirement that it distribute to its shareholders or unitholders at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity and Mortgage REITs. By investing in REITs indirectly through a Fund, shareholders will bear not only the proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of underlying REITs.

A Fund may be subject to certain risks associated with the direct investments of REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. Furthermore, REITs are dependent on specialized management skills. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. REITs generally depend on their ability to generate cash flow to make distributions to shareholders or unitholders and may be subject to defaults by borrowers and to self-liquidations. In addition, a U.S. REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code or its failure to maintain exemption from registration under the 1940 Act.

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 TRs, TIGRs, LYONs and CATS. LYONs, TIGRs and CATS are interests in private proprietary accounts, while TRs and STRIPS (see "U.S. Treasury Obligations" below) 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 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 RICs 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-upon price and on an agreed-upon future date. A Fund may enter into repurchase agreements with financial institutions. The Funds 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 SIMC or a Sub-Adviser. 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 at all times. SIMC and the applicable Sub-Advisers monitor compliance with this requirement as well as the ongoing financial condition and creditworthiness of the counterparty.

Under all repurchase agreements entered into by a Fund, the Fund's custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution,


S-44


a Fund will seek to liquidate such collateral. However, the exercising of a 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 are less than the repurchase price, the Fund could suffer a loss. A Fund may enter into "tri-party" repurchase agreements. In "tri-party" repurchase agreements, an unaffiliated third party custodian maintains accounts to hold collateral for the Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians. At times, the investments of a Fund in repurchase agreements may be substantial when, in the view of SIMC or the Sub-Adviser(s), liquidity or other considerations so warrant.

RESTRICTED SECURITIES—Restricted securities are securities that may not be sold freely to the public without registration under the 1933 Act or an exemption from registration. 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 SIMC or a Sub-Adviser pursuant to guidelines adopted by the Board. Under these guidelines, SIMC or a Sub-Adviser will consider the frequency of trades and quotes for the security, the number of dealers in, and potential purchasers for, the security, 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, SIMC and each Sub-Adviser intends to purchase securities that are exempt from registration under Rule 144A under the 1933 Act and Section 4(a)(2) commercial paper issued in reliance on an exemption from registration under Section 4(a)(2) of the 1933 Act, including, but not limited to, Rules 506(b) or 506(c) under Regulation D.

Private Investments in Public Equity—A Fund may purchase PIPEs, which are equity securities in a private placement that are issued by issuers that have outstanding publicly-traded equity securities of the same class. Shares in PIPEs generally are not publicly registered until after a certain time period from the date the private sale is completed, which can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and cannot be freely traded. Generally, such restrictions cause PIPEs to be illiquid during this restricted period. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered or that the registration will remain in effect.

REVERSE REPURCHASE AGREEMENTS AND SALE-BUYBACKS—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 that is higher than the original sale price. Reverse repurchase agreements are similar to a fully collateralized borrowing by a Fund. Rule 18f-4 under the 1940 Act permits a Fund to enter into reverse repurchase agreements and similar financing transactions, notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940 Act. The Rule permits a Fund to elect whether to treat a reverse repurchase agreement as a borrowing, subject to the asset coverage requirements of Section 18 of the Act, or as a Derivative Transactions under Rule 18f-4. The Funds have elected to treat all reverse repurchase agreements as Derivatives Transactions. See "Derivatives" above.

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

In a sale-buyback transaction, a Fund sells an underlying security for settlement at a later date. A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback the counterparty who purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of the Fund's repurchase of the underlying security.


S-45


RISKS OF CYBER-ATTACKS—As with any entity that conducts business through electronic means in the modern marketplace, the Funds, and their service providers, may be susceptible to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises to networks or devices that the Funds and their service providers use to service the Funds' operations, ransomware, operational disruption or failures in the physical infrastructure or operating systems that support the Funds and their service providers, or various other forms of cyber security breaches. Cyber-attacks affecting a Fund, SIMC or any of the Sub-Advisers, a Fund's distributor, custodian, transfer agent, or any other of a Fund's intermediaries or service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses or the inability of Fund shareholders to transact business. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the Fund's ability to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. The Funds may also incur additional costs for cyber security risk management purposes designed to mitigate or prevent the risk of cyber-attacks. Such costs may be ongoing because threats of cyber-attacks are constantly evolving as cyber attackers become more sophisticated and their techniques become more complex. Similar types of cyber security risks are also present for issuers of securities in which a Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund's investment in such companies to lose value. There can be no assurance that the Funds, the Funds' service providers, or the issuers of the securities in which the Funds invest will not suffer losses relating to cyber-attacks or other information security breaches in the future. A Fund may also experience losses due to systems failures or inadequate system back-up or procedures at the brokerage firm(s) carrying the Fund's positions.

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 Board. 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 SIMC nor its Sub-Advisers 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.

A 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 may include fees payable to the lending agent, the borrower, the 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


S-46


give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

A Fund may invest the cash received as collateral through loan transactions in other eligible securities, which may include shares of an affiliated or unaffiliated registered money market fund or of an affiliated or unaffiliated unregistered money market fund that complies with the requirements of Rule 2a-7 under the 1940 Act to the extent required by the 1940 Act (see the "Investment Companies" section above). Money market funds may or may not seek to maintain a stable NAV of $1.00 per share. Investing the cash collateral subjects the Fund to market risk. A Fund remains obligated to return all collateral to the borrower under the terms of its securities lending arrangements even if the value of the investments made with the collateral has declined. Accordingly, if the value of a security in which the cash collateral has been invested declines, the loss would be borne by the Fund, and the Fund may be required to liquidate other investments in order to return collateral to the borrower at the end of a loan.

The cash collateral may be invested in the Liquidity Fund, an affiliated unregistered money market fund managed by SIMC and operated in accordance with Rule 12d1-1 under the 1940 Act. Although the Liquidity Fund is not registered as an investment company under the 1940 Act, it intends to operate as a money market fund in compliance with Rule 2a-7 of the 1940 Act to the extent required by Rule 12d1-1 under the 1940 Act. The Liquidity Fund does not seek to maintain a stable NAV, and therefore its NAV will fluctuate. The cash collateral invested in the Liquidity Fund may be subject to the risk of loss in the underlying investments of the Liquidity Fund. When a Fund invests in the Liquidity Fund, it will bear a pro rata portion of the Liquidity Fund's expenses, which includes fees paid to SIMC or its affiliates.

SHORT SALES—Short sales may be used by a Fund as part of its overall portfolio management strategies or to offset (hedge) a potential decline in the value of a security. A Fund may engage in short sales that are either "against the box" or "uncovered." A short sale is "against the box" if, at all times during which the short position is open, the Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to a Fund with respect to the securities that are sold short. Uncovered short sales are transactions under which a Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund may also be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale may be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. Pursuant to its particular investment strategy, a Sub-Adviser may have a net short exposure in the portfolio of assets allocated to the Sub-Adviser.

When a Fund sells securities short, it may use the proceeds from the sales to purchase long positions in additional equity securities that it believes will outperform the market or its peers. This strategy may effectively result in the Fund having a leveraged investment portfolio, which results in greater potential for loss. Leverage can amplify the effects of market volatility on a Fund's share price and make a Fund's returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of a Fund's portfolio securities. The use of leverage may also cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.

A Fund must comply with Rule 18f-4 under the 1940 Act with respect to its short sale borrowings, which are considered Derivative Transactions under the Rule. See "Derivatives" above.

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 that 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 a foreign exchange. Currency


S-47


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.

STRUCTURED SECURITIES—Certain Funds may invest a portion of their 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 Funds anticipate they will invest typically involve no credit enhancement, their credit risk will generally be equivalent to that of the underlying instruments. A 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, a Fund's investment in such securities may be limited by certain investment restrictions contained in the 1940 Act.

SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS—Swaps are centrally-cleared or OTC derivative products in which two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, instrument or 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, securities, instruments, assets or indexes. Swap agreements generally do not involve the delivery of the underlying or principal, and a party's obligations are generally equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the swap agreement.

A great deal of flexibility is possible in the way swaps may be structured. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a fixed interest rate, and the other party makes payments calculated with reference to a specified floating interest rate, such as LIBOR or the prime rate. In a currency swap, the parties generally enter into an agreement to pay interest streams in one currency based on a specified rate in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges of the currency that correspond to the agreed upon notional amount. The use of currency swaps is a highly specialized activity which involves special investment techniques and risks, including settlement risk, non-business day risk, the risk that trading hours may not align, and the risk of market disruptions and restrictions due to government action or other factors.

A Fund may engage in simple or more complex swap transactions involving a wide variety of underlying assets for various reasons. For example, a Fund may enter into a swap (i) to gain exposure to investments (such as an index of securities in a market) or currencies without actually purchasing those stocks or currencies; (ii) 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; (iii) to hedge an existing


S-48


position; (iv) 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 (v) 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 a 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 the notional value of the underlying in return for the 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. For example, credit default swaps would increase credit risk by providing the Fund with exposure to both the issuer of the referenced obligation (typically a debt obligation) and the counterparty to the credit default swap. Credit default swaps may in some cases be illiquid. Furthermore, the definition of a "credit event" triggering the seller's payment obligations under a credit default swap may not encompass all of the circumstances in which the buyer may suffer credit-related losses on an obligation of a referenced entity.

The Funds may enter into total return swap agreements. Total return swap agreements are contracts in which one party agrees to make periodic payments based on the change in market value of underlying assets, which may include a specified security, basket of securities, defined portfolios of bonds, loans and mortgages, or securities indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market.

Total return swap agreements may effectively add leverage to a Fund's portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap. Total return swaps are a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed between two parties. Typically, no notional amounts are exchanged with total return swaps. Total return swap agreements entail the risk that a party will default on its payment obligations to the Fund thereunder. Swap agreements also entail the risk that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). Fully funded total return swaps have economic and risk characteristics similar to credit-linked notes, which are described above.

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 forward contracts 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.


S-49


Generally, a 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).

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 OTC 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, in addition to other risks discussed in this SAI. 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 SIMC or a Sub-Adviser believes to be creditworthy.

The swap market is a relatively new market for which regulations are still being developed. The Dodd-Frank Act has substantially altered and increased the regulation of swaps. Swaps are broadly defined in the Dodd-Frank Act, CFTC rules and SEC rules, and also include commodity options and NDFs. Additionally, the Dodd-Frank Act divided the regulation of swaps between commodity swaps (such as swaps on interest rates, currencies, physical commodities, broad based stock indexes, and broad based credit default swap indexes), regulated by the CFTC, and security based swaps (such as equity swaps and single name credit default swaps), regulated by the SEC. The CFTC will determine which categories of swaps will be required to be traded on regulated exchange-like platforms, such as swap execution facilities, and which will be required to be centrally cleared. Cleared swaps must be cleared through futures commission merchants registered with the CFTC, and such futures commission merchants will be required to collect margin from customers for such cleared swaps. Additionally, all swaps are subject to reporting to a swap data repository. Dealers in swaps are required to register with the CFTC as swap dealers and are required to comply with extensive regulations regarding their external and internal business conduct practices, regulatory capital requirements, and rules regarding the holding of counterparty collateral.

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 FHA, the Farmers Home Administration, the Export-Import Bank of the United States, the Small Business Administration, Fannie Mae, GNMA, the General Services Administration, the Student Loan Marketing Association, the Central Bank for Cooperatives, Freddie Mac, Federal Intermediate Credit Banks, the 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 price movements due to fluctuating interest rates.


S-50


If the total public debt of the U.S. Government as a percentage of gross domestic product reaches high levels as a result of combating financial downturn or otherwise, such high levels of debt may create certain systemic risks if sound debt management practices are not implemented. A high national debt level may increase market pressures to meet government funding needs, which may increase borrowing costs and cause a government to issue additional debt, thereby increasing the risk of refinancing. A high national debt also raises concerns that a government may be unable or unwilling to repay the principal or interest on its debt when due. Unsustainable debt levels can decline the valuation of currencies, can prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns, and can contribute to market volatility.

An increase in national debt levels may also necessitate the need for the U.S. Congress to negotiate adjustments to the statutory debt ceiling to increase the cap on the amount the U.S. Government is permitted to borrow to meet its existing obligations and finance current budget deficits. Future downgrades could increase volatility in domestic and foreign financial markets, result in higher interest rates, lower prices of U.S. Treasury securities and increase the costs of different kinds of debt. Any controversy or ongoing uncertainty regarding statutory debt ceiling negotiations may impact the U.S. long-term sovereign credit rating and may cause market uncertainty. As a result, market prices and yields of securities supported by the full faith and credit of the U.S. government may be adversely affected. Although remote, it is at least theoretically possible that under certain scenarios the U.S. Government could default on its debt, including U.S. Treasury securities.

Receipts. Receipts are interests in separately-traded interest and principal component parts of U.S. Government obligations that are issued by banks or brokerage firms and are created by depositing U.S. Government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. TRs and STRIPS 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 maturity date without interim cash payments of interest or principal.

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 systems known as STRIPS and 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 changes than are non-zero coupon securities with similar maturities 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 U.S. Treasury (e.g., obligations of Federal Home Loan Banks), while still others are supported only by the credit of the instrumentality (e.g., obligations of 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 neither 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 that are not fixed, but that vary with changes in specified market rates or indexes. The interest rates on


S-51


these securities may be reset daily, weekly, quarterly, or 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, including "TBA" (to be announced) 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. A TBA transaction is a method of trading mortgage-backed securities. In a TBA transaction, the buyer and seller agree upon general trade parameters such as agency, settlement date, par amount and price. The actual pools delivered generally are determined two days prior to the settlement date. The interest rate realized on these securities is fixed as of the purchase date, and no interest accrues to a 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 of these securities 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 will generally purchase securities on a when-issued or forward commitment basis with the intention of actually acquiring securities for its portfolio, the Fund may dispose of a when-issued security or forward commitment prior to settlement if SIMC or a Sub-Adviser deems it appropriate. Rule 18f-4 under 1940 Act permits a Fund to enter into when-issued or delayed delivery basis securities notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940 Act, provided that the Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date. If a when-issued or delayed delivery basis security does not satisfy those requirements, the Fund would need to comply with Rule 18f-4 under the 1940 Act with respect to its when issued or delayed delivery transactions, which are considered Derivative Transactions under the Rule. See "Derivatives" above.

YANKEE OBLIGATIONS—Yankees are U.S. dollar-denominated instruments of foreign issuers who either register with the SEC or issue securities under Rule 144A of the 1933 Act. These obligations consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers' acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government.

The Yankees 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. Although interest payments are not made on such securities, holders of such securities are deemed to have received "phantom income" annually. Because a Fund will distribute its "phantom income" to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, a Fund will have fewer assets with which to purchase income producing securities. Pay-in-kind securities pay interest in either cash or additional securities, at the issuer's option, 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. 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.

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


S-52


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 maturities but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes than are non-zero coupon securities with similar maturities and credit qualities.

Corporate zero coupon securities are: (i) notes or debentures that do not pay current interest and are issued at substantial discounts from par value; or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which date the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were payable from the date of issuance, and may also make interest payments in kind (e.g., with identical zero coupon securities). Such corporate zero coupon securities, in addition to the risks identified above, are subject to the risk of the issuer's failure to pay interest and repay principal in accordance with the terms of the obligation. 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 RICs 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.

INVESTMENT LIMITATIONS

The following are fundamental and non-fundamental policies of the Funds. The following percentage limitations (except for the limitation on borrowing and illiquid investments) will apply at the time of the purchase of a security and shall not be considered violated unless an excess of deficiency occurs immediately after or as a result of a purchase of such security.

Fundamental Policies

The following investment limitations are fundamental policies of each Fund, which cannot be changed with respect to the Fund without the consent of the holders of a majority of the Fund's outstanding shares. The term "majority of outstanding shares" means the vote of: (i) 67% or more of the Fund's shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of the Fund's outstanding shares, whichever is less.

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 or 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.


S-53


  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.

Non-Fundamental Policies

The following investment limitations are non-fundamental policies and may be changed by the Board without a vote of shareholders.

Each of the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds may not:

  1.  Pledge, mortgage or hypothecate assets, except to secure permitted borrowings or in relation to the deposit of assets in escrow or in segregated accounts in compliance with applicable law or as otherwise contractually required.

  2.  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 applicable law or as otherwise contractually required.

  3.  Purchase or hold illiquid investments, i.e., any investment that the Fund reasonably expects cannot be sold in current market conditions in seven calendar days without significantly changing the market value of the investment, if, in the aggregate, more than 15% of its net assets would be invested in illiquid securities.

  4.  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 and 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 (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This limitation does not apply to the Emerging Markets Debt Fund.

  5.  Purchase any securities that 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, its agencies or instrumentalities.

  6.  Borrow money in an amount exceeding 331/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies that 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 300% is required in accordance with applicable SEC or SEC staff positions.

  7.  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; (iii) lend its securities; and (iv) participate in the SEI Funds inter-fund lending program.


S-54


  8.  Purchase or sell real estate, physical commodities or commodities contracts, except that each Fund may purchase: (i) marketable securities issued by companies that 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.

  9.  Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC.

  10.  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 with at least 60 days' notice to the International Equity Fund's shareholders.

  11.  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 with at least 60 days' notice to the Emerging Markets Equity Fund's shareholders.

  12.  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 with at least 60 days' notice to the Emerging Markets Debt Fund's shareholders.

The International Fixed Income Fund may purchase or sell financial and physical commodities, commodity contracts based on (or relating to) physical commodities or financial commodities and securities and derivative instruments whose values are derived from (in whole or in part) physical commodities or financial commodities.

The International Fixed Income Fund may not:

  1.  Purchase any securities that 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, 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 Prospectuses in aggregate amounts not to exceed 10% of the net assets of such Fund taken at current value at the time of the incurrence of such loan.

  4.  Make loans, except that the Fund may: (i) enter into repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities that are not readily marketable or are restricted, are not to exceed, in the aggregate, 15% of the Fund's total assets; (ii) engage in securities lending as described in its Prospectuses and in the SAI; (iii) purchase or hold debt securities in accordance with its investment objectives and policies; and (iv) participate in the SEI Fund inter-fund lending program.

  5.  Make short sales of securities, maintain a short position or purchase securities on margin, except as described in the Prospectuses and except that the Trust may obtain short-term credits as necessary for the clearance of security transactions.

  6.  Issue senior securities (as defined in the 1940 Act), except in connection with permitted borrowing as described in the Prospectuses and this SAI or as permitted by rule, regulation or order of the SEC.

  7.  Purchase illiquid securities (i.e., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturity in more than seven days)), if, in the aggregate, more than 15% of its net assets would be invested in illiquid securities.


S-55


  8.  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 with at least 60 days' notice to the International Fixed Income Fund's shareholders.

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.

For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund: (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, such as the World Bank or any affiliate thereof or the United Nations, or related entities, 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.

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, including the amount borrowed (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.

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.

THE ADMINISTRATOR AND TRANSFER AGENT

General. SEI Investments Global Funds Services (the "Administrator"), a Delaware statutory trust, has its principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Administrator also serves as the transfer agent for the Funds (the "Transfer Agent"). SIMC, a wholly-owned subsidiary of SEI


S-56


Investments Company ("SEI"), is the owner of all beneficial interest in the Administrator and Transfer Agent. SEI 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. Such services generally include, but are not limited to:

•  maintaining books and records related to a Fund's cash and position reconciliations, and portfolio transactions;

•  preparation of financial statements and other reports for the Funds;

•  calculating the NAV of the Funds in accordance with the Funds' valuation policies and procedures;

•  tracking income and expense accruals and processing disbursements to vendors and service providers;

•  providing performance, financial and expense information for registration statements and board materials;

•  providing certain tax monitoring and reporting;

•  providing space, equipment, personnel and facilities;

•  maintaining share transfer records;

•  reviewing account opening documents and subscription and redemption requests;

•  calculating and distributing required ordinary income and capital gains distributions; and

•  providing anti-money laundering program services.

The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from the 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: (i) by a vote of a majority of the Trustees of the Trust on not less than 60 days' written notice to the Administrator; or (ii) by the Administrator on not less than 90 days' written notice to the Trust.

Administration Fees. For its administrative services, the Administrator receives a fee, which is calculated based upon the average daily net assets of each Fund and paid monthly by the Trust. The annual rates are as set forth in the chart below:

   

Administration Fee

 

On the first $1.5 billion of Assets;

   

0.450

%

 

on the next $500 million of Assets;

   

0.370

%

 

on the next $500 million of Assets;

   

0.290

%

 

on the next $500 million of Assets;

   

0.210

%

 

on Assets over $3 billion.

   

0.130

%

 


S-57


For the fiscal years ended September 30, 2020, 2021 and 2022 the following table shows: (i) the dollar amount of fees paid to the Administrator by each Fund; and (ii) the dollar amount of the Administrator's voluntary fee waivers and/or reimbursements.

    Administration Fees
Paid (000)
  Administration Fees Waived
or Reimbursed (000)
 

Fund

 

2020

 

2021

 

2022

 

2020

 

2021

 

2022

 
International Equity Fund  

$

12,323

   

$

13,103

   

$

12,724

   

$

0

   

$

0

   

$

0

   
Emerging Markets Equity Fund  

$

7,385

   

$

8,465

   

$

7,607

   

$

0

   

$

0

   

$

0

   
International Fixed Income Fund  

$

2,313

   

$

2,382

   

$

2,440

   

$

51

   

$

47

   

$

3

   
Emerging Markets Debt Fund  

$

6,849

   

$

6,884

   

$

6,299

   

$

300

   

$

252

   

$

388

   

THE ADVISER AND SUB-ADVISERS

General. SIMC serves as the investment adviser for the Funds. SIMC is a wholly-owned subsidiary of SEI (NASDAQ: SEIC), a leading global provider of outsourced asset management, investment processing and investment operations solutions. The principal business address of SIMC and SEI is One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. As of September 30, 2022, SIMC had approximately $171.43 billion in assets under management.

Manager of Managers Structure. SIMC is the investment adviser to the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds and 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 Trustees, to hire, retain or terminate 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. The Funds will notify shareholders in the event of any addition or change in the identity of its Sub-Advisers.

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 with SIMC, and under the supervision of SIMC and the Board, the sub-advisers to the Funds are generally 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 the Funds.

Subject to Board review, SIMC allocates and, when appropriate, reallocates the Funds' assets to the Sub-Advisers, monitors and evaluates the Sub-Advisers' performance and oversees the Sub-Advisers' 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, one or more Sub-Advisers are responsible for the day-to-day investment management of all or a discrete portion of the assets of the Funds. The Sub-Advisers also are responsible for managing their employees who provide services to the Funds.

Each Investment Advisory Agreement sets forth a standard of care, pursuant to which the Adviser or Sub-Adviser, as applicable, is responsible for performing services to the Funds, and also includes liability and indemnification provisions. 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.


S-58


The continuance of each Investment Advisory Agreement after the first two (2) years 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 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 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 the Fund's Sub-Adviser, as applicable, or by SIMC or the Fund's Sub-Adviser, as applicable, on 90 days' written notice to the Trust.

In accordance with a separate exemptive order that the Trust and SIMC have obtained from the SEC, the Board may approve a new sub-advisory agreement or a material amendment to an existing sub-advisory agreement at a meeting that is not in person, subject to certain conditions, including that the Trustees are able to participate in the meeting using a means of communication that allows them to hear each other simultaneously during the meeting.

Advisory and Sub-Advisory Fees. For these advisory services, SIMC receives a fee, which is calculated daily and paid monthly, at the annual rates set forth in the table below (shown as a percentage of the average daily net assets of each Fund). SIMC then pays the Sub-Advisers out of its contractual advisory fee for sub-advisory services provided to the Funds. The rates paid to each Sub-Adviser vary. The aggregate sub-advisory fees paid by SIMC for the fiscal year ended September 30, 2022 are set forth below as a percentage of the average daily net assets of each Fund.

Fund Name

  Contractual
Advisory Fee
  Aggregate
Sub-Advisory Fees
Paid
 

International Equity Fund

   

0.51

%

   

0.27

%

 

Emerging Markets Equity Fund*

   

1.05

%

   

0.43

%

 

International Fixed Income Fund

   

0.30

%

   

0.16

%

 

Emerging Markets Debt Fund

   

0.85

%

   

0.37

%

 

*  SIMC has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Emerging Markets Equity Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board.

SIMC pays each Sub-Adviser a fee out of its advisory fee. Sub-Advisory fees are based on a percentage of the average daily net assets managed by the applicable Sub-Adviser.

For the fiscal years ended September 30, 2020, 2021 and 2022, the following tables show: (i) the contractual advisory fees that SIMC is entitled to receive from each Fund; (ii) the dollar amount of SIMC's contractual and voluntary fee waivers; (iii) the dollar amount of fees paid to the Sub-Adviser by SIMC; and (iv) the dollar amount of the fees retained by SIMC.

For the fiscal year ended September 30, 2022:

Fund Name

  Contractual
Advisory Fees (000)
  Advisory Fees
Waived (000)
  Sub-Advisory Fees
Paid (000)
  Advisory Fees
Retained
by SIMC (000)
 

International Equity Fund

 

$

21,459

   

$

0

   

$

11,679

   

$

9,780

   

Emerging Markets Equity Fund

 

$

18,190

   

$

1,732

   

$

7,475

   

$

8,983

   

International Fixed Income Fund

 

$

1,627

   

$

240

   

$

849

   

$

538

   

Emerging Markets Debt Fund

 

$

11,911

   

$

3,238

   

$

5,227

   

$

3,446

   


S-59


For the fiscal year ended September 30, 2021:

Fund Name

  Contractual
Advisory Fees (000)
  Advisory Fees
Waived (000)
  Sub-Advisory Fees
Paid (000)
  Advisory Fees
Retained
by SIMC (000)
 

International Equity Fund

 

$

22,949

   

$

0

   

$

12,475

   

$

10,474

   

Emerging Markets Equity Fund

 

$

20,683

   

$

1,970

   

$

8,528

   

$

10,185

   

International Fixed Income Fund

 

$

1,588

   

$

234

   

$

760

   

$

594

   

Emerging Markets Debt Fund

 

$

13,065

   

$

3,534

   

$

5,692

   

$

3,839

   

For the fiscal year ended September 30, 2020:

Fund Name

  Contractual
Advisory Fees (000)
  Advisory Fees
Waived (000)
  Sub-Advisory Fees
Paid (000)
  Advisory Fees
Retained
by SIMC (000)
 

International Equity Fund

 

$

19,891

   

$

0

   

$

11,533

   

$

8,358

   

Emerging Markets Equity Fund

 

$

17,597

   

$

1,676

   

$

7,380

   

$

8,541

   

International Fixed Income Fund

 

$

1,542

   

$

227

   

$

749

   

$

566

   

Emerging Markets Debt Fund

 

$

13,031

   

$

3,524

   

$

5,752

   

$

3,755

   

The Sub-Advisers

ACADIAN ASSET MANAGEMENT LLC—Acadian Asset Management LLC ("Acadian") serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. Acadian was founded in 1986 and is a subsidiary of BrightSphere Affiliate Holdings LLC, which is an indirectly wholly-owned subsidiary of BrightSphere Investment Group Inc ("BSIG"), a publicly listed company on the NYSE.

ALLIANCEBERNSTEIN L.P.—AllianceBernstein L.P. ("AllianceBernstein") serves as a Sub-Adviser to a portion of the assets of the International Fixed Income Fund. AllianceBernstein is a Delaware limited partnership, the majority limited partnership units in which are held, directly and indirectly, by its parent company Equitable Holdings, Inc. ("EQH"), a publicly traded holding company for a diverse group of financial services companies. AllianceBernstein Corporation, an indirect wholly-owned subsidiary of EQH, is the general partner of both AllianceBernstein and AllianceBernstein Holding L.P., a publicly traded partnership. As of September 30, 2022, AllianceBernstein Holding L.P. owned approximately 36.5% of the issued and outstanding AllianceBernstein Units and Equitable Holdings, Inc. and its subsidiaries had an approximate 62.8% economic interest in AllianceBernstein (including both the general partnership and limited partnership interests in AllianceBernstein Holding L.P. and AllianceBernstein), and unaffiliated holders held approximately 0.7%.

CAUSEWAY CAPITAL MANAGEMENT LLC—Causeway Capital Management LLC ("Causeway") serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. Causeway was founded in 2001 as a Delaware limited liability company, and is a wholly-owned subsidiary of Causeway Capital Holdings LLC.

COLCHESTER GLOBAL INVESTORS LTD—Colchester Global Investors, Ltd ("Colchester") serves as a Sub-Adviser to a portion of the assets of the International Fixed Income and Emerging Markets Debt Funds. Colchester is majority employee-owned and is controlled by Ian Sims through his controlling ownership of its voting securities.

DELAWARE INVESTMENTS FUND ADVISERS, A SERIES OF MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST—Delaware Investments Fund Advisers ("DIFA"), a series of Macquarie Investment Management Business Trust ("MIMBT"), serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. MIMBT is a subsidiary of Macquarie Management Holdings, Inc. ("MMHI"). MMHI is a subsidiary and subject to the ultimate control of Macquarie Group Limited ("Macquarie"). Macquarie is a Sydney, Australia-headquartered global provider of banking, financial, advisory, investment and funds management services. Macquarie Asset Management is the marketing name for certain companies comprising the asset management division of Macquarie. DIFA is responsible for day-to-day portfolio management of its portion of the Fund but may delegate certain of its duties to its affiliate, Macquarie Asset Management Global Limited ("MAMGL"). MAMGL is located at 50 Martin Place, Sydney, Australia 2000. DIFA and MAMGL are each U.S. registered investment advisers and are subsidiaries of Macquarie Group Limited. None of the entities noted is an authorized


S-60


deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and the obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (Macquarie Bank). Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these entities. In addition, if this document relates to an investment (a) each investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group company guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.

JOHCM (USA) Inc.—JOHCM (USA) Inc. ("JOHCM") serves as a Sub-Adviser to a portion of the assets of the International Equity and Emerging Markets Equity Funds. JOHCM, a Delaware corporation, is an indirect wholly-owned subsidiary of Pendal Group Limited ("Pendal").

KBI GLOBAL INVESTORS (NORTH AMERICA) LTD—KBI Global Investors (North America) Ltd ("KBIGI (North America)") serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. KBIGI (North America) is an Irish domiciled and incorporated company registered as an investment adviser with the SEC and regulated by the Central Bank of Ireland. It is a wholly-owned subsidiary of KBI Global Investors Ltd ("KBIGI Ltd"), an institutional asset manager headquartered in Dublin. Combined, KBIGI Ltd and KBIGI (North America) have a global client base with mandates in the UK, Europe, North America and Asia.

Established in 1980 as the Investment Management division of Ulster Bank Ltd, KBI Global Investors ("KBIGI"), the collective term for KBI Global Investors Dublin Ltd, and its wholly owned subsidiary, KBIGI (North America), have been managing assets for institutional clients for over 40 years—public and corporate pension schemes, sub-advisory investors, foundations and endowments, wealth managers, private banks and investment intermediaries included.

KBI Global Investors operated as Kleinwort Benson Investors ('KBI') until 1 September 2016, when it was acquired by Amundi Asset Management—the leading European asset manager. Amundi Asset Management owns a majority stake in KBI Global Investors Ltd., with KBI Global Investors employees taking a minority stake. Amundi Asset Management is, in turn, 100% owned by Amundi, which is listed on the French Stock Exchange and has more than €1trn in assets. KBI Global Investors Ltd. continues to operate autonomously within the Amundi group.

LAZARD ASSET MANAGEMENT LLC—Lazard Asset Management LLC ("Lazard") serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. Lazard is a Delaware limited liability company. It is a subsidiary of Lazard Frères & Co. LLC, a New York limited liability company with one member, Lazard Group LLC, a Delaware limited liability company. Interests of Lazard Group LLC are held by Lazard Ltd., which is a Bermuda corporation with shares that are publicly traded on the New York Stock Exchange.

MARATHON ASSET MANAGEMENT, L.P.—Marathon Asset Management, L.P. ("Marathon") serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Debt Fund. Marathon was formed in 1998 by Bruce Richards, Chairman and Chief Executive Officer, and Louis Hanover, Chief Investment Officer. In 2003, Marathon became a U.S. SEC-registered investment adviser. As of June 2016, Blackstone Strategic Capital Holdings Fund, a vehicle managed by Blackstone Alternative Asset Management, owns a passive, minority interest in Marathon. Marathon maintains autonomy over its business management, operations, and investment processes.

NEUBERGER BERMAN INVESTMENT ADVISERS LLC—Neuberger Berman Investment Advisers LLC ("NBIA") serves as the Sub-Adviser to a portion of the assets of the Emerging Markets Equity and Emerging Markets Debt Funds. NBIA is an indirect, wholly-owned subsidiary of Neuberger Berman Group LLC ("NBG"). NBG's voting equity is owned by NBSH Acquisition, LLC ("NBSH"). NBSH is owned by portfolio managers, members of NBG's management team, and certain of NBG's key employees and senior professionals.

NINETY ONE UK LTD.—Ninety One UK Ltd. serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Debt Fund. Ninety One UK Ltd. is a wholly owned indirect subsidiary of Ninety One plc ("Ninety One"). Ninety One is a dual listed company incorporated under the laws of the United Kingdom. Ninety One UK Ltd is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 and


S-61


is authorized by the UK Financial Conduct Authority. Ninety One is an asset manager engaged in the business of managing investment portfolios for clients globally.

PZENA INVESTMENT MANAGEMENT, LLC—Pzena Investment Management, LLC (Pzena) serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. Based in New York, New York, Pzena was founded in 1996. The firm is 100% owned by its employee members and certain other partners, including former employees.

QTRON INVESTMENTS LLC—Qtron Investments LLC ("Qtron") serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. Qtron was founded in 2016 by Mr. Ronald Hua and Dr. Dmitri Kantsyrev and is 100% employee owned. Mr. Hua and Dr. Kantsyrev are the only managing partners and share equal equity ownership.

ROBECO INSTITUTIONAL ASSET MANAGEMENT US INC.—Robeco Institutional Asset Management US Inc. ("Robeco") serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. Robeco has been registered with the SEC as an investment adviser since 1997. Robeco has been registered as a Delaware corporation since 1997.

STONE HARBOR INVESTMENT PARTNERS, A DIVISION OF VIRTUS FIXED INCOME ADVISERS, LLC—Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC ("Stone Harbor") serves as a Sub-Adviser to the Emerging Markets Debt Fund. Stone Harbor is a division of Virtus Fixed Income Advisers, LLC, a wholly owned subsidiary of Virtus Investment Partners, Inc., a public company.

WCM INVESTMENT MANAGEMENT, LLC—WCM Investment Management, LLC ("WCM"), located at 281 Brooks Street, Laguna Beach, CA 92651, serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. WCM is an independent asset management firm, and was founded in 1976.

WELLINGTON MANAGEMENT COMPANY LLP—Wellington Management Company LLP ("Wellington Management"), a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210, serves as a Sub-Adviser to a portion of the assets of the International Fixed Income Fund. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 90 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.

Portfolio Management

SIMC

Compensation. SIMC compensates each portfolio manager for his or her management of the Funds. Each portfolio manager's compensation consists of a fixed annual salary, plus a discretionary annual bonus determined generally as follows.

Portfolio manager compensation is a combination of both Fund performance and SEI Investments Company ("SEI") performance. A majority of each portfolio manager's compensation is determined by the performance of the Funds for which the portfolio manager is responsible for over both a short-term and long-term time horizon. A final factor is a discretionary component, which is based upon a qualitative review of the portfolio managers and their team.

With respect to the bonus, twenty percent of each portfolio manager's compensation is tied to the corporate performance of SEI (SIMC's ultimate parent company), as measured by the earnings per share earned for a particular year. This percentage is set at the discretion of SEI and not SIMC.

The remaining percentage is based upon each Fund's performance (pre-tax) versus its respective benchmark over a one and three year period.


S-62


Ownership of Fund Shares. As of September 30, 2022, the portfolio managers beneficially owned shares of the Funds they manage (which may be through their 401(k) plans), as follows:

Portfolio Manager

  Dollar Range of
Fund Shares
 

Rich Carr

 

$

0

   

John Lau

 

$

0

   

James Mashiter, CFA

 

$

0

   

Hardeep Khangura, CFA

 

$

0

   

Anthony Karaminas, CFA

 

$

0

   

Jason Collins

 

$

0

   

Other Accounts. As of September 30, 2022, in addition to the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds, the portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Rich Carr

   

2

   

$

8,326.72

     

0

   

$

0

     

0

   

$

0

   

John Lau

   

1

   

$

1,033.60

     

4

   

$

1,057.18

     

0

   

$

0

   

James Mashiter, CFA

   

0

   

$

0

     

6

   

$

3,934.34

     

0

   

$

0

   

Hardeep Khangura, CFA

   

1

   

$

1,883.02

     

7

   

$

2,930.67

     

0

   

$

0

   

Anthony Karaminas, CFA

   

18

   

$

36,742.22

     

0

   

$

0

     

0

   

$

0

   

Jason Collins

   

12

   

$

23,429.39

     

8

   

$

2,565.86

     

0

   

$

0

   

No account listed above is subject to a performance-based advisory fee.

Conflicts of Interest. The portfolio managers' management of registered investment companies other pooled investment vehicles or other accounts may give rise to actual or potential conflicts of interest in connection with their day-to-day management of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds' investments. The other accounts might have similar investment objectives as the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds or hold, purchase or sell securities that are eligible to be held, purchased or sold by the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds.

While the portfolio managers' management of the other accounts may give rise to the following potential conflicts of interest, SIMC does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, SIMC believes that it has designed policies and procedures that are reasonably designed to manage such conflicts in an appropriate way.

Knowledge of the Timing and Size of Fund Trades. A potential conflict of interest may arise as a result of the portfolio managers' day-to-day oversight of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds. Because of their positions with the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds, the portfolio managers know the size, timing and possible market impact of International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of the other accounts and to the possible detriment of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds. However, SIMC has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio managers' oversight of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds and other accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors the other accounts over the International Equity, Emerging Markets Equity, International Fixed


S-63


Income and Emerging Markets Debt Funds. This conflict of interest may be exacerbated to the extent that SIMC or the portfolio managers receive, or expect to receive, greater compensation from their management of the other accounts than the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds. Notwithstanding this theoretical conflict of interest, it is SIMC's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, SIMC has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions. For example, while the portfolio managers may buy for other accounts securities that differ in identity or quantity from securities bought for the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds, such an approach might not be suitable for the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds given their investment objectives and related restrictions.

Acadian

Compensation. SIMC pays Acadian a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Acadian and SIMC. Acadian pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2022.

Compensation structure varies among professionals, although the basic package involves a generous base salary, strong bonus potential, profit sharing participation, various benefits and, among the majority of senior investment professionals and certain other key employees, equity ownership in the firm as part of the Acadian Key Employee Limited Partnership.

Compensation is highly incentive-driven, with Acadian often paying in excess of 100% of base pay for performance bonuses. Bonuses are tied directly to the individual's contribution and performance during the year, with members of the investment team evaluated on such factors as their contributions to the investment process, account retention, asset growth, and overall firm performance. Because portfolio management in Acadian's equity strategies is a team approach, investment team members' compensation is not linked to the performance of specific accounts, but rather to the individual's overall contribution to the success of the team and the firm's profitability. This helps to ensure an "even playing field" as investment team members are strongly incentivized to strive for the best possible portfolio performance for all clients rather than only for select accounts.

Ownership of Fund Shares. As of September 30, 2022, Acadian's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2022, in addition to the International Equity Fund, Acadian's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Brendan O. Bradley

   

15

   

$

6,589

     

85

   

$

21,611

     

198

   

$

51,978

   
     

0

   

$

0

     

14

*

 

$

1,697

     

22

*

 

$

7,761

   

Ryan D. Taliaferro

   

15

   

$

6,589

     

82

   

$

21,611

     

198

   

$

51,978

   
     

0

   

$

0

     

14

*

 

$

1,697

     

22

*

 

$

7,761

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

For all core equity products offered by the firm, including the subject strategy, Acadian manages a single process that is custom-tailored to the objectives of its clients. The investment professionals shown above function as part of a core equity team of 23 portfolio managers, all of whom are responsible for working with the dedicated research


S-64


team to develop and apply quantitative techniques to evaluate securities and markets and for final quality-control review of portfolios to ensure mandate compliance. The data shown for these managers reflect firm-level numbers of accounts and assets under management, segregated by investment vehicle type. Not reflected: $822M in model advisory contracts where Acadian does not have trading authority.

Acadian has been appointed as adviser or sub-adviser to numerous public and private funds domiciled in the U.S. and abroad. Acadian is not an investment company and does not directly offer mutual funds. The asset data shown under "Registered Investment Companies" reflects advisory and sub-advisory relationships with U.S. registered investment companies offering funds to retail investors. The asset data shown under "Other Pooled Investment Vehicles" reflects a combination of; 1) Delaware-based private funds where Acadian has been appointed adviser or sub-adviser and 2) Non-U.S.-based funds where Acadian has been appointed adviser or sub-adviser.

Conflicts of Interest. A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the International Equity Fund, which may have different investment guidelines and objectives. In addition to the International Equity Fund, these accounts may include other mutual funds managed on an advisory or sub-advisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for the International Equity Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by the International Equity Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the International Equity Fund, may track the same benchmarks or indexes as the International Equity Fund tracks and may sell securities that are eligible to be held, sold or purchased by the International Equity Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the International Equity Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including the International Equity Fund.

To address and manage these potential conflicts of interest, Acadian has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, portfolio manager assignment practices and oversight by investment management and the Compliance team.

AllianceBernstein

Compensation. SIMC pays AllianceBernstein a fee based on the assets under management of the International Fixed Income Fund as set forth in an investment sub-advisory agreement between AllianceBernstein and SIMC. AllianceBernstein pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Fixed Income Fund. The following information relates to the period ended September 30, 2022.

Compensation for AllianceBernstein's investment professionals—portfolio managers, analysts, and traders—is designed to align with AllianceBernstein's mission and values: generating better investment outcomes for its clients while promoting responsibility and stewardship.

Incentive Compensation Significant Component. Portfolio managers, analysts and traders receive base compensation, incentive compensation and retirement contributions. While both overall compensation levels and the splits between base and incentive compensation vary from year-to-year, incentive compensation is a significant part of overall compensation. For example, for portfolio managers, the bonus component averages approximately 60-80% of total compensation each year. Part of each professional's annual incentive compensation is normally paid through an award under the firm's Incentive Compensation Award Plan (ICAP). The ICAP awards vest over a three-year period. AllianceBernstein believes this helps our investment professionals focus appropriately on long-term client objectives and results.


S-65


Determined by Both Quantitative and Qualitative Factors. Total compensation for investment professionals is determined by both quantitative and qualitative factors. For portfolio managers, the most significant quantitative component focuses on measures of absolute and relative investment performance in client portfolios. Relative returns are evaluated using both the Strategy's primary benchmark and peers over one-, three- and five-year periods, with more weight given to longer time periods. AllianceBernstein also assesses the risk pattern of performance, both absolute and relative to peers.

Qualitative Component Includes Responsibility-Related Objectives: The qualitative component of compensation for portfolio managers incorporates the manager's broader contributions to overall investment processes and client success. Because AllianceBernstein deeply believes as a firm that ESG factors present both investment risks and opportunities, every AllianceBernstein portfolio manager has goals that promote the integration of ESG and sustainability in is investment processes. The exact goals will vary depending on the individual's role and responsibilities, but typical goals for portfolio managers include discussion of ESG or sustainability risks and opportunities at research reviews and the integration of these factors in portfolio decision making.

Other aspects of qualitative objectives for portfolio managers include thought leadership, collaboration with other investment professionals at the firm, contributions to risk-adjusted returns in other portfolios, building a strong, diverse, and inclusive talent pool, mentoring newer investment professionals, being a good corporate citizen, and the achievement of personal goals. The qualitative portion is determined by individual goals set at the beginning of the year, with measurement and feedback on how those goals are being achieved provided at regular intervals. Other factors that can play a part in determining portfolio managers' compensation include complexity of investment strategies managed.

Research Analysts:  At AllianceBernstein, research professionals have compensation and career opportunities that reflect a stature equivalent to their portfolio manager peers. Compensation for our research analysts is also heavily incentive-based and aligned with results generated for client portfolios. Criteria used include how well the analyst's research recommendations performed, the breadth and depth of his or her research knowledge, the level of attentiveness to forecasts and market movements, and the analyst's willingness to collaborate and contribute to the overall intellectual capital of the firm.

Responsibility-Related Objectives for our Research Analysts:  Like portfolio managers, fundamental research analysts also have goals related to ESG analysis and integration. For analysts, these typically focus on providing assessments of ESG and sustainability factors in their research and recommendations, engaging with issuers for insight and action on ESG and sustainability topics, and documenting these engagements in our ESIGHT platform.

Traders:  Traders are critically important to generating results in client accounts. As such, compensation for our traders is highly competitive and heavily incentive-based. Portfolio managers and Heads of Trading evaluate traders on their ability to achieve best execution and add value to client portfolios through trading. AllianceBernstein also incentivizes our fixed income traders to continually innovate for clients, encouraging them to continue developing and refining new trading technologies to enable AllianceBernstein to effectively address liquidity conditions in the fixed income markets for our clients.

Assessments of all investment professionals are formalized in a year-end review process that includes 360-degree feedback from other professionals from across the investment teams and firm. AllianceBernstein has designed its compensation program to attract and retain the highest-caliber employees while aligning with the firm's deeply held values of responsibility and stewardship. AllianceBernstein incorporates multiple sources of industry benchmarking data to ensure our compensation is highly competitive and fully reflects each individual's contributions in achieving client objectives.

Assessments of all investment professionals are formalized in a year-end review process that includes 360-degree feedback from other professionals from across the investment teams and firm.


S-66


Contributions under AllianceBernstein's Profit Sharing/401(k) Plan: The contributions are based on AllianceBernstein's overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein.

Ownership of Fund Shares. As of September 30, 2022, AllianceBernstein's portfolio managers did not beneficially own any shares of the International Fixed Income Fund.

Other Accounts. As of September 30, 2022, in addition to the International Fixed Income Fund, AllianceBernstein's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Scott DiMaggio, CFA    

14

   

$

9,852

     

56

   

$

2,827

     

37

   

$

11,936

   
John Taylor    

11

   

$

7,141

     

65

   

$

4,537

     

39

   

$

10,697

   

Vivek Bommi, CFA

   

0

   

$

0

     

8

   

$

1,360

     

12

   

$

1,580

   
Nicholas Sanders, CFA    

10

   

$

6,680

     

64

   

$

4,187

     

38

   

$

10,626

   

Eamonn Buckley

   

0

   

$

0

     

8

   

$

1,360

     

12

   

$

1,580

   

None of the accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interest.  As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. AllianceBernstein recognizes that conflicts of interest are inherent in its business and accordingly has developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. AllianceBernstein places the interests of its clients first and expects all of its employees to meet their fiduciary duties.

Conflicts arising from fiduciary activities that AllianceBernstein cannot avoid (or choose not to avoid) are mitigated through written policies that AllianceBernstein believes protects the interests of its clients. In these cases, regulators have generally prescribed detailed rules or principles for investment firms to follow. By complying with these rules and using robust compliance practices, AllianceBernstein believes it addresses these conflicts appropriately.

Some potential conflicts are outside the scope of compliance monitoring. Identifying these conflicts requires careful and continuing consideration of the interaction of different products, business lines, operational processes and incentive structures. Changes in the firm's activities and personnel can lead to new potential conflicts.

Employee Personal Trading. AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities that may be owned by, or bought or sold for clients or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds. AllianceBernstein's Code of Business Conduct and Ethics requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code of Business Conduct and Ethics also requires pre-clearance of all securities transactions (except transactions in U.S. Treasuries and open-end mutual funds) and imposes a 60-day holding period for securities purchased by employees to discourage short-term trading.


S-67


Managing Multiple Accounts for Multiple Clients. AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernstein's policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is generally not tied specifically to the performance of any particular client's account, nor is it generally tied directly to the level or change in level of assets under management.

Investment strategies and fee arrangements may create potential conflicts of interest for AllianceBernstein. For example, our employees or affiliates may have an economic interest in some of the accounts we manage. We may also recommend to clients securities in which a related person has established an interest independent of AllianceBernstein. Some accounts pay performance fees to AllianceBernstein, and some client accounts can sell securities short that are held long in other client accounts. The beneficial owners of some accounts may have the ability to influence the placement of additional assets with AllianceBernstein. Some investment professionals at AllianceBernstein manage accounts with these potential conflicts on a "side by side" basis with accounts that do not have such characteristics. These investment professionals may have an incentive to favor "conflicted" accounts over other accounts. Variations in performance compensation structures among clients may create an incentive for AllianceBernstein to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that pay or allocate performance compensation or clients that pay a greater level of performance compensation than other clients.

We are conscious of these potential conflicts. AllianceBernstein's policies address the fair allocation of investment opportunities across client accounts, the best execution of all client transactions, and the voting of proxies, among others.

Allocating Investment Opportunities. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. AllianceBernstein's policies and procedures require, among other things, objective allocation for limited investment opportunities (e.g., on a rotational basis) and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, access to portfolio funds or other investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

Aggregation of Trades. Where possible when trading, AllianceBernstein aggregates ("bundle") contemporaneous orders transacted on behalf of more than one client to facilitate best execution and achieve economies of scale. When possible, securities bought or sold in execution of an aggregated order will be allocated on a pro-rata basis among the participating client accounts in proportion to the size of the orders placed for each account.


S-68


Having said this, AllianceBernstein also notes that if a trade in a single security is executed with more than one dealer at different prices, it is not always possible to ensure that all accounts who are trading in that security receive the same execution price. In such cases, our trading desk is responsible for ensuring that the order of allocation to clients is fair and equitable over time.

Policy on Non-Pro Rata Allocations: In certain situations, other methods of trade allocation are permissible provided that the approach is based on objective criteria, all accounts receive fair and equitable treatment over time, and the reason for the different allocation is explained and approved in writing by a Head of Investment and the Chief Compliance Officer (or a designee) prior to the completion of the order.

Causeway

Compensation. SIMC pays Causeway a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Causeway and SIMC. Causeway pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2022.

Sarah H. Ketterer and Harry W. Hartford, the Chief Executive Officer and President of the firm, respectively, receive an annual salary and are entitled, as controlling owners of Causeway's parent holding company through their estate planning vehicles, to distributions from the parent holding company's profits based on their ownership interests. They do not receive incentive compensation. Jonathan P. Eng, Conor Muldoon, CFA, Alessandro Valentini, CFA, Ellen Lee, Steven Nguyen, CFA, and Brian Cho, also portfolio managers of the International Equity Fund, receive salary and may receive incentive compensation (including potential cash, awards of growth units, or awards of equity units) and receive, directly or through estate planning vehicles, distributions of the parent holding company's profits based on their minority ownership interests.

Causeway's Compensation Committee, weighing a variety of objective and subjective factors, determines salary and incentive compensation and, subject to the approval of the Board of Causeway's parent holding company, may award equity units. Portfolios are team-managed and salary and incentive compensation are not based on the specific performance of the portion of the International Equity Fund sub-advised by Causeway or any other single client account managed by Causeway, but take into account the performance of the individual portfolio manager, the relevant team, and Causeway's overall performance and financial results. The performance of stocks selected for client portfolios within a particular industry or sector over a multi-year period relative to appropriate benchmarks will be relevant for portfolio managers assigned to that industry or sector. Causeway takes into account both quantitative and qualitative factors when determining the amount of incentive compensation awarded to Messrs. Eng, Muldoon, Valentini, Nguyen and Cho, and Ms. Lee, including the following factors: individual research contribution, portfolio and team management contribution, group research contribution, client service and recruiting contribution, and other contributions to client satisfaction and firm development. The assessment of these factors takes into account both current and future risks and different factors can be weighted differently.

Ownership of Fund Shares. As of September 30, 2022, Causeway's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2022, in addition to the International Equity Fund, Causeway's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in billions)
  Number
of Accounts
  Total Assets
(in billions)
  Number
of Accounts
  Total Assets
(in billions)
 
Sarah H. Ketterer    

14

   

$

10.47

     

17

   

$

3.08

     

146

   

$

20.26

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   
Harry W. Hartford    

14

   

$

10.47

     

17

   

$

3.08

     

96

   

$

17.04

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   


S-69


    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in billions)
  Number
of Accounts
  Total Assets
(in billions)
  Number
of Accounts
  Total Assets
(in billions)
 
Jonathan P. Eng    

14

   

$

10.47

     

17

   

$

3.08

     

88

   

$

17.03

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   
Conor Muldoon, CFA    

14

   

$

10.47

     

17

   

$

3.08

     

96

   

$

17.02

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   
Alessandro Valentini, CFA    

14

   

$

10.47

     

17

   

$

3.08

     

87

   

$

17.02

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   
Ellen Lee    

14

   

$

10.47

     

17

   

$

3.08

     

87

   

$

17.02

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   
Steven Nguyen, CFA    

14

   

$

10.47

     

17

   

$

3.08

     

87

   

$

17.02

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   
Brian Cho    

14

   

$

10.47

     

17

   

$

3.08

     

87

   

$

17.02

   
     

0

   

$

0

     

0

   

$

0

     

3

*

 

$

1.18

   

*  These accounts, which are a subset of the accounts in preceding row, are subject to a performance-based advisory fee.

Conflicts of Interest. The Causeway portfolio managers who sub-advise a portion of the International Equity Fund also manage their own personal accounts and accounts for other clients, including corporations, pension plans, sovereign wealth funds, superannuation funds, public retirement plans, Taft-Hartley pension plans, endowments and foundations, mutual funds and other collective investment vehicles, charities, private trusts and funds, wrap fee programs and other institutions (collectively, "Causeway Other Accounts").

In managing the Causeway Other Accounts, the portfolio managers employ investment strategies similar to those used in sub-advising a portion of the International Equity Fund, subject to certain variations in investment restrictions. The portfolio managers recommend securities to Causeway Other Accounts that they purchase and sell for the International Equity Fund.

The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given to Causeway Other Accounts with similar investment strategies. Certain Causeway Other Accounts pay higher management fee rates than the International Equity Fund or pay performance-based fees to Causeway. Causeway is the investment adviser and sponsor of a number of mutual funds: Causeway International Value Fund, Causeway Global Value Fund, Causeway Emerging Markets Fund, Causeway International Opportunities Fund, Causeway International Small Cap Fund, and Causeway Concentrated Equity Fund (together, "Causeway Mutual Funds"). Causeway also sponsors and manages certain other commingled vehicles private funds in its international value strategy that are offered to institutional investors. Most of the portfolio managers have personal investments in one or more of the Causeway Mutual Funds. Ms. Ketterer and Mr. Hartford, through estate planning vehicles, hold controlling voting stakes in Causeway's parent holding company, and Messrs. Eng, Muldoon, Valentini, Nguyen, and Cho, and Ms. Lee own minority interests in Causeway's parent holding company.

Actual or potential conflicts of interest arise from the International Equity Fund's portfolio managers' management responsibilities with respect to Causeway Other Accounts and their own personal accounts. These responsibilities may cause portfolio managers to devote unequal time and attention across client accounts and the differing fees, incentives and relationships with the various accounts provide incentives to favor certain accounts. Causeway has written compliance policies and procedures designed to mitigate or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including initial public offerings) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. Causeway also has a Code of Ethics, which, among other things, limits personal trading by portfolio managers and other employees of Causeway, including prohibiting access persons from purchasing securities that may be held by the


S-70


International Equity Fund. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.

Colchester

Compensation. SIMC pays Colchester a fee based on the assets under management of the International Fixed Income and Emerging Markets Debt Funds as set forth in an investment sub-advisory agreement between Colchester and SIMC. Colchester pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Fixed Income and Emerging Markets Debt Funds. The following information relates to the period ended September 30, 2022.

All senior investment professionals have an ownership interest in Colchester along with competitive base salaries. Bonuses are tied to the overall profitability of the firm, and the majority of income before compensation is distributed to those active in the business. Bonus and total compensation levels are reviewed and set annually based on contribution. No set performance criteria or algorithms are used, but rather an overall assessment of work quality and commitment is made during the remuneration process.

No investment professionals are rewarded on the basis of the specific investment performance of the funds or portfolios that they directly oversee or manage. The singular investment approach employed by Colchester means that all professionals share in the collective success, or otherwise, of all funds managed by the firm. The firm's Articles define the total remuneration pool (i.e. the sum of all salaries, pensions, benefits, discretionary bonuses and related employment taxes payable to all group employees) as 60% of PBRT for each financial year.

Ownership of Fund Shares. As of September 30, 2022, Colchester's portfolio managers did not beneficially own any shares of the International Fixed Income or Emerging Markets Debt Funds.

Other Accounts. As of September 30, 2022, in addition to the International Fixed Income and Emerging Markets Debt Funds, Colchester's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Ian Sims

   

4

   

$

613

     

27

   

$

6,708

     

72

   

$

22,282

   
     

0

   

$

0

     

0

   

$

0

     

9

*

 

$

9,242

   

Keith Lloyd, CFA

   

4

   

$

613

     

27

   

$

6,708

     

72

   

$

22,282

   
     

0

   

$

0

     

0

   

$

0

     

9

*

 

$

9,242

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

  Colchester utilizes a team-based approach to portfolio management, and each of the portfolio managers listed above are jointly responsible for the management of a portion of the accounts listed in each category.

Conflicts of Interest. A conflict of interest may arise as a result of the portfolio manager being responsible for multiple accounts, including the International Fixed Income and Emerging Markets Debt Funds, which may have different investment guidelines and objectives. In addition to the International Fixed Income and Emerging Markets Debt Funds, these accounts may include accounts of registered investment companies, private pooled investment vehicles and other accounts. In particular, this conflict of interest may arise as a result of Colchester's management of the International Fixed Income and Emerging Markets Debt Funds and other accounts, which, in theory, may allow Colchester to allocate investment opportunities in a way that favors other accounts over the International Fixed Income or Emerging Markets Debt Funds. This conflict of interest may be exacerbated to the extent that Colchester or the portfolio manager receive, or expect to receive, greater compensation from their management of the other accounts (some of which receive both a management and incentive fee) than the International Fixed Income and Emerging Markets Debt Funds. Colchester (or its members, employees and


S-71


affiliates) may give advice or take action with respect to the other accounts that differs from the advice given with respect to the International Fixed Income and Emerging Markets Debt Funds. To the extent a particular investment is suitable for both the International Fixed Income and Emerging Markets Debt Funds and the other accounts, such investments will be allocated between the International Fixed Income and Emerging Markets Debt Funds and the other accounts in a manner that Colchester determines is fair and equitable under the circumstances to all clients, including the International Fixed Income and Emerging Markets Debt Funds.

To address and manage these potential conflicts of interest, Colchester has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis.

DIFA

Compensation. SIMC pays DIFA a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between DIFA and SIMC. DIFA pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2022.

Base Salary—Each portfolio manager receives a fixed base salary. Salaries are determined by a comparison to industry data prepared by third parties to ensure that portfolio manager salaries are in line with salaries paid at peer investment advisory firms.

Bonus—Global Value Equity Portfolio Managers (Hansen, Petersen, Annerstedt, Jensen, Juul). Fixed remuneration is determined by the individual's skills, contribution to Macquarie Group Limited's (MGL) success and competitor analysis to attract and retain the highest caliber staff. Performance based remuneration is in the form of profit share which is discretionary in nature and truly variable. Performance-based profit share is allocated to MGL businesses and, in turn, to individuals based on performance. Performance is primarily assessed based on relative contribution to profits while taking into account capital usage and risk management. This results in businesses and individuals being motivated to increase earnings and to use shareholder funds efficiently, consistent with prudent risk-taking. The Global Value Equity team is a separate profit center within MGL and they receive a portion of the profits generated by the Global Value Equity Business. Performance assessment and profit share split is a function of many aspects; these are listed below in decreasing order of significance: (i) profitability of the funds managed (as revenue is generated from the management fees, profitability is a function of the assets under management; (ii) performance of equity funds excess to benchmark and relative to peers over 1, 3, and 5 years; (iii) research quality and efficiency; (iv) product development initiative; and (v) overall business unit profitability. In addition, other qualitative measures are used in assessing individual performance, such as: how business is done, governance and compliance, long-term sustainability, people leadership, and adherence to MGL's goals and values. Staff are motivated to work co-operatively given that their profit share will reflect MGL's overall performance, the relative performance of their business and their individual contribution. MGL endorses profit share retention whereby a proportion is retained and notionally invested in underlying assets/funds the individual is responsible to align employees' interests with those of the wider business.

Bonus—International Value Equity Portfolio Manager (Gowlland). Fixed remuneration takes into consideration the role of individuals and market conditions. Remuneration is reviewed on a yearly basis in March/April and takes effect from July 1 of that year. Aggregate staff profit share is linked to MGL's profitability and return on ordinary equity, with the allocation of individual profit share being based on factors including contribution to profit, use of capital, funding and risk. MGL operates profit share retention arrangements for employees meeting certain pay thresholds, to ensure an appropriate balance between short and longer-term incentives. It is currently proposed that the retained amounts will be invested in the Macquarie Group Employee Retained Equity Plan ("MEREP") subject to shareholder approval of the plan. The increased use of equity for employee remuneration will enhance the alignment between the interests of staff and shareholders as well as MGL's ability to attract and retain high quality staff. Compensation is not directly based on the pre or post tax performance of the Fund over a certain period. However, performance of the Fund may be one factor taken into account in determining compensation.


S-72


Portfolio managers participate in retention programs, including the Macquarie Asset Management Notional Investment Plan and the Macquarie Group Employee Retained Equity Plan ("MEREP"), for alignment of interest purposes.

Macquarie Asset Management Notional Investment Plan—A portion of a portfolio manager's retained profit share may be notionally exposed to the return of certain funds within Macquarie Asset Management Funds pursuant to the terms of the Macquarie Asset Management Notional Investment Plan. The retained amount will vest in equal tranches over a period ranging from four to five years after the date of investment (depending on the level of the employee).

Macquarie Group Employee Retained Equity Plan—A portion of a portfolio manager's retained profit share may be invested in the MEREP, which is used to deliver remuneration in the form of MGL equity. The main type of award currently being offered under the MEREP is units comprising a beneficial interest in a MGL share held in a trust for the employee, subject to the vesting and forfeiture provisions of the MEREP. Subject to vesting conditions, vesting and release of the shares occurs in a period ranging from four to five years after the date of investment (depending on the level of the employee).

Other Compensation—Portfolio managers may also participate in benefit plans and programs available generally to all similarly situated employees.

Ownership of Fund Shares. As of September 30, 2022, DIFA's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2022, in addition to the International Equity Fund, DIFA's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Jens Hansen    

9

   

$

2,243

     

7

   

$

2,165

     

10

   

$

2,881

   
Klaus Petersen    

9

   

$

2,243

     

7

   

$

2,165

     

10

   

$

2,881

   
Claus Juul    

9

   

$

2,243

     

7

   

$

2,165

     

10

   

$

2,881

   
Asa Annerstedt    

9

   

$

2,243

     

7

   

$

2,165

     

10

   

$

2,881

   
Allen Jensen    

9

   

$

2,243

     

7

   

$

2,165

     

10

   

$

2,881

   
Chris Gowlland    

10

   

$

2,243

     

0

   

$

0

     

1

   

$

71.6

   

None of the accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interest. Individual portfolio managers may perform investment management services for other funds or accounts similar to those provided to the International Equity Fund and the investment action for each other fund or account and the International Equity Fund may differ. For example, one account or fund may be selling a security, while another account or fund may be purchasing or holding the same security. As a result, transactions executed for one account and the International Equity Fund may adversely affect the value of securities held by another fund or account. Additionally, the management of multiple other funds or accounts and the International Equity Fund may give rise to potential conflicts of interest, as a portfolio manager must allocate time and effort to multiple funds or accounts and the International Equity Fund. A portfolio manager may discover an investment opportunity that may be suitable for more than one account or fund. The investment opportunity may be limited, however, so that all funds or accounts for which the investment would be suitable may not be able to participate. DIFA has adopted procedures designed to allocate investments fairly across multiple funds or accounts.

A portfolio manager's management of personal accounts also may present certain conflicts of interest. While DIFA's Code of Ethics is designed to address these potential conflicts, there is no guarantee that it will do so.


S-73


JOHCM

Compensation. SIMC pays JOHCM a fee based on the assets under management of the International Equity and Emerging Markets Equity Funds as set forth in an investment sub-advisory agreement between JOHCM and SIMC. JOHCM pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity and Emerging Markets Equity Funds. The following information relates to the period ended September 30, 2022.

Compensation is based on the value of the assets in the International Equity and Emerging Markets Equity Funds' portfolios. The remuneration structure for investment professionals includes a base salary, a revenue share (proportion of the management fee generated and performance fee) and the opportunity to earn an equity stake. The performance fee element is designed to ensure that financial reward is clearly and measurably linked to performance and that the interests of the portfolio managers are aligned with those of the client. When evaluating the portfolio managers' performance, JOHCM compares the pre-tax performance of the portfolio managers to the applicable index, typically over a 12-month period.

Revenue Share

Arrangements are in place for the fund management team to share, depending on the maturity of a fund, between 10% and 20% of the revenue share generated on the funds that they manage. This is subject, in some cases, to a fund cost hurdle before the revenue share is paid to the team. For longer serving fund managers, part of their revenue share is paid in equity (see below).

Equity

JOHCM is an independently managed investment management boutique that has been an indirect wholly-owned subsidiary of Pendal Group Limited (Pendal) since 2011. Pendal is listed on the Australian Securities Exchange (ASX code: PDL) and is an independent, global investment management firm. All investment professionals and the majority of staff have equity participation in listed Pendal shares.

The Fund Linked Equity scheme is designed for new fund management teams or existing teams launching a new strategy. Under this arrangement, notional shares are valued in line with the growth and performance of the fund managed and after a long-term vesting period these notional shares will convert to Pendal equity, allowing the fund manager to become a shareholder in Pendal. The Pendal shares are subject to further deferral arrangements and leaver conditions, thus providing a reward for the long-term growth of funds under management and enhancing fund manager retention for both clients and shareholders.

Longer serving fund managers increase their equity participation through two equity schemes related to the revenue share generated on their funds. The revenue share is only awarded to the fund manager provided a prescribed cost hurdle has been exceeded. Each scheme has different vesting periods and will award the equity on different dates, but once vested and awarded to the fund manager; this equity is subject to deferral arrangements and leaver conditions to aid retention.

Finally, certain key managers are participants in a third Retention Plan that will pay out equity in two tranches. Tranche one is a fixed award of equity value and this vests over a set period, at the end of which the fund manager is awarded the equity provided they are still in employment at the release date. The second tranche of equity (also of fixed value) is conditional on the retention of fund assets. In the event the fund manager leaves employment on 'Good Leaver' terms, it is paid twelve months following that leave date.

JOHCM has built its business by attracting and retaining experienced fund managers with established track records from large firms. JOHCM provides them with an efficient operating structure and risk management, as well as a direct economic interest in the strategies they manage.

In summary, JOHCM has a results-oriented partnership ethos. The variable elements of a fund manager's remuneration could represent a significant multiple of base salary where asset growth and strong performance is delivered.


S-74


Ownership of Fund Shares. As of September 30, 2022, JOHCM's portfolio managers did not beneficially own any shares of the International Equity or Emerging Markets Equity Funds.

Other Accounts. As of September 30, 2022, in addition to the International Equity and Emerging Markets Equity Funds, JOHCM's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Emery Brewer

   

3

   

$

382

     

4

   

$

263

     

5

   

$

462

   
     

0

   

$

0

     

2

*

 

$

153

     

3

*

 

$

299

   

Dr. Ivo Kovachev

   

3

   

$

382

     

4

   

$

263

     

5

   

$

462

   
     

0

   

$

0

     

2

*

 

$

153

     

3

*

 

$

299

   

Christopher Lees**

   

4

   

$

7,686

     

6

   

$

2,671

     

7

   

$

2,351

   
     

0

   

$

0

     

3

*

 

$

2,105

     

2

*

 

$

575

   

Nudgem Richyal**

   

4

   

$

7,686

     

6

   

$

2,671

     

7

   

$

2,351

   
     

0

   

$

0

     

3

*

 

$

2,105

     

2

*

 

$

575

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

**  Christopher Lees manages the above accounts alongside Nudgem Richyal.

AUM is available on a quarterly basis.

Conflicts of Interest. The following are the types of conflicts of interest that may arise within the JOHCM Group, and the way in which they are managed and monitored in the compliance program:

Ownership and Group Relationships

JOHCM is a wholly owned subsidiary of Pendal Group Limited (Pendal). Pendal is listed on the Australian Securities Exchange (ASX code: PDL) and is an independent, global investment management firm, headquartered in Sydney. JOHCM operates as a stand-alone business within the Pendal Group. Within that model, JOHCM retains its full investment and operational independence.

As part of its governance remit, the JOHCM Board may consider it appropriate to promote the success of the Pendal Group as a whole or of any member of the Group, but each director, and the firm in general, must also comply with the rules, regulations and principles of both the SEC and the FCA, which require clients to be treated fairly, their interests to be served, and the effective mitigation and management of the risk of conflict with those interests.

On this basis, no conflicts thus arise from the firm's corporate structure beyond those inherent and commonplace in a shareholder ownership model.

Investment Management related services provided to the Pendal group

JOHCM provides investment management services to a small number of Australian regulated funds for which Pendal acts as the lead manager. These services are provided on normal commercial fee terms. The firm has independent oversight controls to ensure that these connected clients are treated in the same way as all other mandates for the particular strategy and that these inter-affiliate services are handled in line with the firm's systems and controls related to order execution.

Separate teams/timing of investment decisions/executions

JOHCM acts as discretionary investment manager for a number of separate publicly available funds and segregated institutional accounts. The investment mandates for these clients are such that a particular investment will be suitable for inclusion in a number of different portfolios.


S-75


Each strategy is managed by a named senior fund manager, or by a senior fund manager and deputy/ies, or by named co-lead managers. It is a key part of the group's decentralized investment philosophy that these investment teams have the freedom, subject to agreed mandate restrictions, to make their own investment decisions.

Subject to any particular size or other constraints such as risk appetite contained in client mandates the proposed participation in an investment will be in proportion to the relative size of the portfolios managed by that investment team. The timing of decisions made by that investment team will also be influenced by any inflows to or outflows from the portfolios they manage. It is also of note that a different investment team may make different decisions or make similar decisions at different times in respect of the same investment.

All of these factors may result in different investment outcomes among investment strategies, and among mandates managed by the same investment team. JOHCM has policies in place to address the potential for conflicts that this creates, that are designed to ensure the fair allocation of investment opportunities among clients. Compliance with these policies is reviewed ex post by various means, including performance dispersion analysis and monitoring order handling.

Basis of Remuneration—the firm and fund managers

The basis of JOHCM's remuneration, which is recorded in the agreements with individual clients, may be different for different types of client portfolios. The percentage rate for the annual management charge is not the same for all portfolios and in many cases there will also be a performance fee payable, which may be calculated on differing bases for different types of portfolios e.g. OEIC, mutual fund or segregated account. Thus, different portfolios in the same strategy may attract different fee levels.

It is therefore important to ensure that these differing fees for the firm, and in some cases the particular fund manager, do not lead to similar portfolios being treated unfairly, with one being favored or disadvantaged relative to any other. The policies and monitoring program referred to above relating to fair allocation of investment opportunities are also important safeguards in managing this potential for conflict.

The remuneration of the individual fund managers is a combination of some or all of a salary, a share of performance fees earned by the firm from the portfolios they manage, the management fees earned on their particular strategy, and that which derives from their equity interest in the Pendal Group.

The remuneration of individual JOHCM employees is independently overseen by the Remuneration Committee of J O Hambro Capital Management Holdings Limited in accordance with a Remuneration Policy that is designed to promote alignment of individual fund managers' interests with their clients' and to meet the FCA Rules and standards.

Inside Information

The misuse of inside information amounts to a breach of the SEC regulations and FCA Rules and in some cases may be a criminal offense. It creates an inherent conflicts of interest because it gives the holder of the information an unfair advantage over other market participants who do not have that knowledge.

JOHCM's fund managers are encouraged to analyze and meet with those companies in which they invest on behalf of their clients, but most do not actively seek out inside information. Other employees within the firm may also inadvertently learn of facts or circumstances that amount to inside information, whether in the course of their work, or otherwise. The firm has various safeguards in place that are designed to protect clients and other market participants against this potential for conflict, including staff training on the issue and a policy that requires any employee in receipt of inside information to report it immediately to Compliance. This results in an embargo on further orders being placed in the securities of the relevant company by all JOHCM investment teams, whether or not they are themselves in actual receipt of the inside Information.


S-76


Emulation mandates

In negotiating agreements with clients for such mandates we seek to include an appropriate disclosure of this potential for conflict.

Identification and Correction of Errors

The risk of conflicts of interest is inherent in any scenario where an error has potentially been made, but JOHCM confronts this risk firstly by promoting a culture of collaboration, transparency and fairness in the analysis and correction of any error. JOHCM has established procedures to ensure any such incident is effectively escalated, that JOHCM takes appropriate action to correct the accounts of any clients adversely affected by the issue, and also learns from the incident and strengthens controls, including by providing additional training where appropriate, to minimize the risk of recurrence.

JOHCM policy is that clients should be compensated for all direct monetary losses that they may suffer as a result of any error.

Procurement of investment research

JOHCM pays for all investment research out of its own resources.

JOHCM has controls in place designed to ensure that the only research consumed is research that the firm pays for, and that any other information or commentary about securities, markets or investing that the firm receives for free is simply 'generic information' in line with the FCA Rules. These controls aim to mitigate the risk that 'free' research may create an inducement in the context of the firm's relationship with the research provider.

Valuation of suspended/illiquid/unquoted positions

To avoid the conflict of interest inherent in valuing our clients' portfolios, JOHCM never acts as the pricing agent of record. Pricing of all JOHCM funds is undertaken by the funds' independent third-party administrators using quoted market price feeds, and portfolios managed for separate account clients are officially priced by the clients' independently appointed custodians or accounting agents. The pricing that JOHCM carries out is therefore essentially to assist fund managers in managing their clients' portfolios.

JOHCM may however give pricing recommendations to a client and/or its pricing agent where, for example, market quotations are not readily available for a security in the client's portfolio or where the price from the external source does not, in the firm's view, represent its fair value. To manage the risk of conflict of interest in such situations, JOHCM operates a Valuation and Pricing Committee, the members of which are part of the firm's senior management and are independent of investment decision-making.

Relationships with Service Providers

From time to time, JOHCM may engage a service provider on its own behalf that is also a client of the firm, or an investor in or distributor of the firm's products. In such cases, JOHCM aims to ensure that the selection of any such service provider is made on an independent basis through a comparison of the available services from multiple potential service providers and by selecting the most suitable provider based upon the overall needs of the firm.

JOHCM may also from time to time enter into a client or distributor relationship with a party that is also a service provider to the firm, or such a party may become an investor in a JOHCM fund. In any such case, JOHCM must ensure that the terms of the relationship are consistent with its duty to treat clients and investors fairly.


S-77


Outside Business Interests

There is a clear potential for conflicts of interest where employees pursue other business activities outside their main employment. JOHCM's standard employment contract therefore requires the employee to obtain prior written consent for any outside business interests. Such external appointments are rare.

Directors are also subject to particular statutory and policy driven obligations in managing any conflicts of interest which may arise or exist within their role.

Inducements

MiFID II explicitly prohibits firms providing portfolio management or advisory services to clients from receiving any monetary benefits from any third party in connection with those services. It is not part of JOHCM's business model to receive payments of this kind. However, if any such benefit were to be received, arrangements would be made to ensure its transfer to the relevant client(s) as soon as possible.

Compliance with this inducement ban is a condition of any approval by the firm to enter into any new relationship or to change the terms of an existing relationship, which in either case, would entail JOHCM paying a monetary benefit.

MiFID II does allow firms such as JOHCM to receive non-monetary benefits provided they are minor and acceptable under the FCA Rules. JOHCM has policies and procedures in place to assess all such benefits, notably in the context of gifts and entertainment and the receipt of generic information on financial instruments.

Gifts and Entertainment

The giving and receiving of gifts or entertainment are subject to JOHCM's policy, which is designed to ensure that staff do not offer or give, solicit or accept any inducement which is likely to conflict with their duties to clients or would be in breach of any statutory or regulatory restrictions.

Employee Personal Dealing

To manage the obvious risk of conflict of interest arising in this area, all employees are made subject to JOHCM's Employee Dealing Rules which place clear parameters on how and when they may deal in securities for their own account and their immediate families and include regular reporting of personal transactions and holdings

KBIGI (North America)

Compensation. SIMC pays KBIGI (North America) a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between KBIGI (North America) and SIMC. KBIGI (North America) pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2022.

The portfolio managers and key executives have a number of different components to compensation which offers very strong combination of incentivization and retention. These components strongly align key employees with clients and the firm's majority shareholder. KBIGI (North America) believes they compare very favorably with other firms within the industry. These components are set out below:

Base Salary: Benchmarked to industry.

Annual Bonus: For portfolio managers, the bonus amount paid is based predominantly on relative investment performance for the relevant strategies/funds assessed over 1, 2 and 3 year rolling numbers. This ensures a longer term investment perspective rather than a year by year focus. Key employees are obliged to take a proportion of the annual bonus in parent company equity which is then locked in for three years. If the executives cease employment with the firm, a portion of this equity is forfeited.


S-78


Profit Share: The overall company pool for profit share is determined by the profitability of KBIGI (Dublin). 30% of Profit before Tax is set aside to fund the Annual Bonus and Profit Share. Any funds remaining after annual bonus awards are distributed among selected key employees. Payments under the profit sharing scheme are through a combination of cash, parent company equity and units in KBIGI (North America) funds. Equity and fund holdings are held in trust for a three -year period. If the executives cease employment with the firm, a portion of this equity is forfeited.

Equity Participation: Following completion of the acquisition of the majority shareholding by Amundi employees hold a minority equity stake in the business. There are put and call structures in place to enable employees to sell the holding on a phased basis over a multi-year period.

Retention is supported by the firm's compensation program but is also achieved by giving talented people autonomy to pursue their investment beliefs in a healthy and forward looking commercial environment.

Ownership of Fund Shares. As of September 30, 2022, KBIGI (North America)'s portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2022, in addition to the Emerging Markets Equity Fund, KBIGI (North America)'s portfolio managers were responsible for the day-to-day management of certain other accounts of both KBIGI (North America) and KBIGI, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Gareth Maher

   

1

   

$

226.3

     

17

   

$

1,521.7

     

9

   

$

6,303.1

   

David Hogarty

   

1

   

$

226.3

     

17

   

$

1,521.7

     

9

   

$

6,303.1

   

Ian Madden

   

1

   

$

226.3

     

17

   

$

1,521.7

     

9

   

$

6,303.1

   

James Collery

   

1

   

$

226.3

     

17

   

$

1,521.7

     

9

   

$

6,303.1

   

John Looby

   

1

   

$

226.3

     

17

   

$

1,521.7

     

9

   

$

6,303.1

   
Massimiliano Tondi,
CFA, FRM
   

1

   

$

226.3

     

17

   

$

1,521.7

     

9

   

$

6,303.1

   

  KBIGI (North America) utilizes a team-based approach to portfolio management, and each of the portfolio managers listed above are jointly responsible for the management of a portion of the accounts listed in each category.

None of the accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interest. KBIGI (North America)'s portfolio managers' management of other accounts (collectively, the "KBIGI Other Accounts") may give rise to potential conflicts of interest in connection with their management of the Emerging Markets Equity Fund's investments, on the one hand, and the investments of the KBIGI Other Accounts, on the other. The KBIGI Other Accounts might have similar investment objectives as the Emerging Markets Equity Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Equity Fund. KBIGI (North America) does not believe that these conflicts, if any, are material or, to the extent any such conflicts are material, KBIGI (North America) believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of KBIGI (North America)'s portfolio managers' day-to-day management of the Emerging Markets Equity Fund. Because of their positions with the Emerging Markets Equity Fund, the portfolio managers know the size, timing and possible market impact of Emerging Markets Equity Fund trades. It is theoretically possible that KBIGI (North America)'s portfolio managers could use this information to the advantage of the KBIGI Other Accounts they manage and to the possible detriment of the Emerging Markets Equity Fund. However, KBIGI (North America) has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.


S-79


A potential conflict of interest may arise as a result of KBIGI (North America)'s portfolio managers' management of the Emerging Markets Equity Fund and KBIGI Other Accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors KBIGI Other Accounts over the Emerging Markets Equity Fund. This conflict of interest may be exacerbated to the extent that KBIGI (North America) or its portfolio managers receive, or expect to receive, greater compensation from their management of the KBIGI Other Accounts (many of which receive a base and incentive fee) than from the Emerging Markets Equity Fund. Notwithstanding this theoretical conflict of interest, it is KBIGI (North America)'s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, KBIGI (North America) has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions. For example, while KBIGI (North America)'s portfolio managers may buy for KBIGI Other Accounts securities that differ in identity or quantity from securities bought for the Emerging Markets Equity Fund, such securities might not be suitable for the Emerging Markets Equity Fund given its investment objectives and related restrictions.

Lazard

Compensation. SIMC pays Lazard a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Lazard and SIMC. The following information relates to the period ended September 30, 2022.

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively.

Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager's compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard's investment philosophy.

Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member. Variable bonus is based on the portfolio manager's quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (generally as set forth in the prospectus or other governing document) over the current fiscal year and the longer-term performance of such account, as well as performance of the account relative to peers. In addition, the portfolio manager's bonus can be influenced by subjective measurement of the manager's ability to help others make investment decisions.

A portion of a portfolio manager's variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain accounts in shares that vest in two to three years. Certain portfolio managers' bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.

Ownership of Fund Shares. As of September 30, 2022, Lazard's portfolio managers did not beneficially own any shares of the International Equity Fund.


S-80


Other Accounts. As of September 30, 2022, in addition to the International Equity Fund, Lazard's portfolio managers were responsible for the day to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Paul Moghtader, CFA    

11

   

$

703.6

     

28

   

$

2,405.2

     

65

   

$

10,475.5

   
     

0

   

$

0

     

0

   

$

0

     

11

*

 

$

7,046.2

   

Susanne Willumsen

   

11

   

$

703.6

     

28

   

$

2,405.2

     

65

   

$

10,475.5

   
     

0

   

$

0

     

0

   

$

0

     

11

*

 

$

7,046.2

   

Taras Ivanenko

   

11

   

$

703.6

     

28

   

$

2,405.2

     

65

   

$

10,475.5

   
     

0

   

$

0

     

0

   

$

0

     

11

*

 

$

7,046.2

   

Peter Kashanek

   

11

   

$

703.6

     

28

   

$

2,405.2

     

65

   

$

10,475.5

   
     

0

   

$

0

     

0

   

$

0

     

11

*

 

$

7,046.2

   

Alex Lai

   

11

   

$

703.6

     

28

   

$

2,405.2

     

65

   

$

10,475.5

   
     

0

   

$

0

     

0

   

$

0

     

11

*

 

$

7,046.2

   

Ciprian Marin

   

11

   

$

703.6

     

28

   

$

2,405.2

     

65

   

$

10,475.5

   
     

0

   

$

0

     

0

   

$

0

     

11

*

 

$

7,046.2

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

Conflicts of Interest. Although the potential for conflicts of interest exist when an investment adviser and portfolio managers manage other accounts that invest in securities in which the International Equity Fund may invest or that may pursue a strategy similar to the International Equity Fund's investment strategies implemented by Lazard (collectively, "Similar Accounts"), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the International Equity Fund are not disadvantaged, including procedures regarding trade allocations and "conflicting trades" (e.g., long and short positions in the same or similar securities). In addition, the International Equity Fund are subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.

Potential conflicts of interest may arise because of Lazard's management of the International Equity Fund and Similar Accounts, including the following:

  1.  Similar Accounts may have investment objectives, strategies and risks that differ from those of the International Equity Fund. In addition, the International Equity Fund are registered investment companies, subject to different regulations than certain of the Similar Accounts and, consequently, may not be permitted to invest in the same securities, exercise rights to exchange or convert securities or engage in all the investment techniques or transactions, or to invest, exercise or engage to the same degree, as the Similar Accounts. For these or other reasons, the portfolio managers may purchase different securities for the International Equity Fund and the corresponding Similar Accounts, and the performance of securities purchased for the International Equity Fund may vary from the performance of securities purchased for Similar Accounts, perhaps materially.

  2.  Conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard's overall allocation of securities in that offering, or to increase Lazard's ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. A potential conflict of interest


S-81


may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

  3.  Portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the International Equity Fund, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio manager's time dedicated to each account, Lazard periodically reviews each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the International Equity Fund. As illustrated in the table above, most of the portfolio managers manage a significant number of Similar Accounts (10 or more) in addition to the International Equity Fund.

  4.  Generally, Lazard and/or its portfolio managers have investments in Similar Accounts. This could be viewed as creating a potential conflict of interest, since certain of the portfolio managers do not invest in the International Equity Fund.

  5.  The portfolio managers noted with an * in the table above manage Similar Accounts with respect to which the advisory fee is based on the performance of the account, which could give the portfolio managers and Lazard an incentive to favor such Similar Accounts over the International Equity Fund.

  6.  Portfolio managers may place transactions on behalf of Similar Accounts that are directly or indirectly contrary to investment decisions made for the International Equity Fund, which could have the potential to adversely impact the International Equity Fund, depending on market conditions. In addition, if the International Equity Fund's' investment in an issuer is at a different level of the issuer's capital structure than an investment in the issuer by Similar Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the International Equity Fund's and such Similar Accounts' investments in the issuer. If Lazard sells securities short, including on behalf of a Similar Account, it may be seen as harmful to the performance of the International Equity Fund to the extent it invests "long" in the same or similar securities whose market values fall as a result of short-selling activities.

  7.  Investment decisions are made independently from those of the Similar Accounts. If, however, such Similar Accounts desire to invest in, or dispose of, the same securities as the International Equity Fund, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the International Equity Fund or the price paid or received by the International Equity Fund.

  8.  Under Lazard's trade allocation procedures applicable to domestic and foreign initial and secondary public offerings and Rule 144A transactions (collectively herein a "Limited Offering"), Lazard will generally allocate Limited Offering shares among client accounts, including the International Equity Fund, pro rata based upon the aggregate asset size (excluding leverage) of the account. Lazard may also allocate Limited Offering shares on a random basis, as selected electronically, or other basis. It is often difficult for the Investment Manager to obtain a sufficient number of Limited Offering shares to provide a full allocation to each account. Lazard's allocation procedures are designed to allocate Limited Offering securities in a fair and equitable manner.

Marathon

Compensation. SIMC pays Marathon a fee based on the assets under management of the Emerging Markets Debt Fund as set forth in an investment sub-advisory agreement between Marathon and SIMC. Marathon pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Debt Fund. Such compensation consists of an annual salary, which includes a base salary and benefits package, as well as a discretionary year-end bonus which is included in the overall compensation package for investment professionals. Bonuses are based in part on Firm, Fund, and personal performance which is evaluated on an annual basis by the Firm's Compensation Committee. The following information relates to the period ended September 30, 2022.


S-82


Ownership of Fund Shares. As of September 30, 2022, Marathon's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of September 30, 2022, in addition to the Emerging Markets Debt Fund, Marathon's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Lou Hanover    

7

   

$

808.90

     

94

   

$

19,942.10

     

24

   

$

3,159.03

   
     

2

   

$

252.71

     

69

*

 

$

14,641.02

     

11

*

 

$

1,739.27

   
Gaby Szpigiel    

6

   

$

708.32

     

16

   

$

3,831.10

     

17

   

$

2,067.56

   
     

1

   

$

152.13

     

11

*

 

$

1,872.15

     

7

*

 

$

956.62

   
Andrew Szmulewicz    

6

   

$

708.32

     

16

   

$

3,831.10

     

17

   

$

2,067.56

   
     

1

   

$

152.93

     

11

*

 

$

1,872.15

     

7

*

 

$

956.62

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

Please note that the number of accounts and corresponding Total Assets listed in the above table includes each individual entity related to that fund or account. For instance, in the case of a master fund with two related feeders, Marathon has counted three accounts.

Conflicts of Interest. A conflict of interest may arise as a result of the portfolio manager being responsible for multiple accounts, including the Emerging Markets Debt Fund, which may have different investment guidelines and objectives. In addition to the Emerging Markets Debt Fund, these accounts may include accounts of registered investment companies for which Marathon serves as sub-advisor, private pooled investment vehicles and other accounts. Marathon has adopted aggregation and allocation of investment procedures designed to ensure that all of its clients are treated fairly and equitably over time and to prevent this form of conflict from influencing the allocation of investment opportunities among its clients. As a general matter, Marathon will offer clients the right to participate in all investment opportunities that it determines are appropriate for the client in view of relative amounts of capital available for new investments, each client's investment program, and the then current portfolios of its clients at the time an allocation decision is made. As a result, in certain situations priority or weighted allocations can be expected to occur in respect of certain accounts, including but not limited to situations where clients have differing: (A) portfolio concentrations with respect to geography, asset class, issuer, sector or rating, (B) investment restrictions, (C) tax or regulatory limitations, (D) leverage limitations or volatility targets, (E) ramp up or ramp down scenarios or (F) counterparty relationships. Marathon maintains conflicts of interest policies and procedures containing provisions designed to prevent potential conflicts related to personal trading, allocation, and fees among other potential conflicts of interest.

NBIA

Compensation. SIMC pays NBIA a fee based on the assets under management of the Emerging Markets Equity and Emerging Markets Debt Funds as set forth in an investment sub-advisory agreement between NBIA and SIMC. Neuberger Berman pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity and Emerging Markets Debt Funds. The following information relates to the period ended September 30, 2022.

Portfolio Manager Compensation Structure

NBIA's compensation philosophy is one that focuses on rewarding performance and incentivizing its employees. NBIA is also focused on creating a compensation process that it believes is fair, transparent, and competitive with the market.


S-83


Compensation for Portfolio Managers consists of fixed (salary) and variable (bonus) compensation but is more heavily weighted on the variable portion of total compensation and is paid from a team compensation pool made available to the portfolio management team with which the Portfolio Manager is associated. The size of the team compensation pool is determined based on a formula that takes into consideration a number of factors including the pre-tax revenue that is generated by that particular portfolio management team, less certain adjustments. The bonus portion of the compensation is discretionary and is determined on the basis of a variety of criteria, including investment performance (including the aggregate multi-year track record), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management, and overall contribution to the success of NBIA. Certain Portfolio Managers may manage products other than mutual funds, such as high net worth separate accounts. For the management of these accounts, a Portfolio Manager may generally receive a percentage of pre-tax revenue determined on a monthly basis less certain deductions. The percentage of revenue a Portfolio Manager receives pursuant to this arrangement will vary based on certain revenue thresholds.

The terms of NBIA's long-term retention incentives are as follows:

Employee-Owned Equity. Certain employees (primarily senior leadership and investment professionals) participate in NBIA's equity ownership structure, which was designed to incentivize and retain key personnel. In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity. NBIA also offers an equity acquisition program which allows employees a more direct opportunity to invest in NBIA. For confidentiality and privacy reasons, NBIA cannot disclose individual equity holdings or program participation.

Contingent Compensation. Certain employees may participate in the Neuberger Berman Group Contingent Compensation Plan (the "CCP") to serve as a means to further align the interests of its employees with the success of the firm and the interests of its clients, and to reward continued employment. Under the CCP, up to 20% of a participant's annual total compensation in excess of $500,000 is contingent and subject to vesting. The contingent amounts are maintained in a notional account that is tied to the performance of a portfolio of NBIA investment strategies as specified by the firm on an employee-by-employee basis. By having a participant's contingent compensation tied to NBIA investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of members of investment teams, including Portfolio Managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader NBIA portfolio.

Restrictive Covenants. Most investment professionals, including Portfolio Managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation levels, certain senior professionals who have received equity grants have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions. For confidentiality and privacy reasons, NBIA cannot disclose individual restrictive covenant arrangements.

Ownership of Fund Shares. As of September 30, 2022, NBIA's portfolio managers did not beneficially own any shares of the Emerging Markets Equity or Emerging Markets Debt Funds.

Other Accounts. As of September 30, 2022, in addition to the Emerging Markets Equity and Emerging Markets Debt Funds, NBIA's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Rob Drijkoningen    

2

   

$

674

     

32

   

$

13,137

     

32

   

$

7,476

   
     

0

   

$

0

     

0

   

$

0

     

5

*

 

$

1,877

   


S-84


    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Gorky Urquieta    

2

   

$

674

     

32

   

$

13,137

     

32

   

$

7,476

   
     

0

   

$

0

     

0

*

 

$

0

     

5

*

 

$

1,877

   
Jennifer Gorgoll, CFA    

2

   

$

643

     

15

   

$

8,405

     

4

   

$

1,285

   
     

0

   

$

0

     

1

*

 

$

257

     

1

*

 

$

20

   
Raoul Luttik    

2

   

$

643

     

12

   

$

3,269

     

7

   

$

2,062

   
Nish Popat    

2

   

$

643

     

14

   

$

7,592

     

8

   

$

2,316

   
     

0

   

$

0

     

0

   

$

0

     

3

   

$

1,036

   
Prashant Singh, CFA**    

1

   

$

535

     

4

*

 

$

279

     

0

   

$

0

   
Bart van der Made, CFA    

2

   

$

656

     

20

   

$

10,947

     

20

   

$

3,978

   
     

0

   

$

0

     

0

   

$

0

     

2

*

 

$

822

   
Vera Kartseva**    

2

   

$

643

     

7

   

$

1,283

     

0

   

$

0

   
Conrad A. Saldanha, CFA    

1

   

$

712

     

15

   

$

1,497

     

285

   

$

1,946

   
     

0

   

$

0

     

1

*

 

$

49

     

1

*

 

$

52

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

**  These accounts are not subject to a performance-based advisory fee.

Conflicts of Interest. Actual or apparent conflicts of interest may arise when a Portfolio Manager has day-to-day management responsibilities with respect to more than one fund or other account. The management of multiple funds and accounts (including proprietary accounts) may give rise to actual or potential conflicts of interest if the funds and accounts have different or similar objectives, benchmarks, time horizons, and fees, as the Portfolio Manager must allocate his or her time and investment ideas across multiple funds and accounts. The Portfolio Manager may execute transactions for another fund or account that may adversely impact the value of securities or instruments held by a fund, and which may include transactions that are directly contrary to the positions taken by a fund. For example, a Portfolio Manager may engage in short sales of securities or instruments for another account that are the same type of securities or instruments in which a fund it manages also invests. In such a case, the Portfolio Manager could be seen as harming the performance of the fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities or instruments to fall.

Additionally, if a Portfolio Manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity. There may also be regulatory limitations that prevent a fund from participating in a transaction that another account or fund managed by the same Portfolio Manager will invest. For example, the 1940 Act prohibits the funds from participating in certain transactions with certain of its affiliates and from participating in "joint" transactions alongside certain of its affiliates. The prohibition on "joint" transactions may limit the ability of the funds to participate alongside its affiliates in privately negotiated transactions unless the transaction is otherwise permitted under existing regulatory guidance and may reduce the amount of privately negotiated transactions that the funds may participate. Further, the Manager may take an investment position or action for a fund or account that may be different from, inconsistent with, or have different rights than (e.g., voting rights, dividend or repayment priorities or other features that may conflict with one another), an action or position taken for one or more other funds or accounts, including a fund, having similar or different objectives.

A conflict may also be created by investing in different parts of an issuer's capital structure (e.g., equity or debt, or different positions in the debt structure). Those positions and actions may adversely impact, or in some instances benefit, one or more affected accounts, including the funds. Potential conflicts may also arise because portfolio decisions and related actions regarding a position held for a fund or another account may not be in the best interests of a position held by another fund or account having similar or different objectives. If one account were to buy or sell portfolio securities or instruments shortly before another account bought or sold


S-85


the same securities or instruments, it could affect the price paid or received by the second account. Securities selected for funds or accounts other than a Fund may outperform the securities selected for the Fund.

Finally, a conflict of interest may arise if the Manager and a Portfolio Manager have a financial incentive to favor one account over another, such as a performance-based management fee that applies to one account but not all funds or accounts for which the Portfolio Manager is responsible. In the ordinary course of operations, certain businesses within the Neuberger Berman organization (the "Firm") will seek access to material non-public information. For instance, NBIA portfolio managers may obtain and utilize material non-public information in purchasing loans and other debt instruments and certain privately placed or restricted equity instruments. From time to time, NBIA portfolio managers will be offered the opportunity on behalf of applicable clients to participate on a creditors or other similar committee in connection with restructuring or other "work-out" activity, which participation could provide access to material non-public information.

The Firm maintains procedures that address the process by which material non-public information may be acquired intentionally by the Firm. When considering whether to acquire material nonpublic information, the Firm will attempt to balance the interests of all clients, taking into consideration relevant factors, including the extent of the prohibition on trading that would occur, the size of the Firm's existing position in the issuer, if any, and the value of the information as it relates to the investment decision-making process. The acquisition of material non-public information would likely give rise to a conflict of interest since the Firm may be prohibited from rendering investment advice to clients regarding the securities or instruments of such issuer and thereby potentially limiting the universe of securities or instruments that the Firm, including a Fund, may purchase or potentially limiting the ability of the Firm, including a Fund, to sell such securities or instruments. Similarly, where the Firm declines access to (or otherwise does not receive or share within the Firm) material non-public information regarding an issuer, the portfolio managers could potentially base investment decisions with respect to assets of such issuer solely on public information, thereby limiting the amount of information available to the portfolio managers in connection with such investment decisions. In determining whether or not to elect to receive material non-public information, the Firm will endeavor to act fairly to its clients as a whole. The Firm reserves the right to decline access to material non-public information, including declining to join a creditors or similar committee.

NBIA and each fund have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Ninety One

Compensation. SIMC pays Ninety One a fee based on the assets under management of the Emerging Markets Debt Fund as set forth in an investment sub-advisory agreement between Ninety One and SIMC. Ninety One pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Debt Fund. The following information relates to the period ended September 30, 2022.

Ninety One's remuneration policy is designed to attract, retain and motivate staff and to reinforce the behaviors needed to support our culture and values over the short, medium, and longer term in a risk conscious manner.

The remuneration for all employees of Ninety One includes fixed remuneration, pension contribution (where applicable) and local employee benefits. Remuneration may also include the following elements:

•  annual discretionary variable remuneration which may comprise both cash and deferred elements;

•  staff shares may also be awarded on an exceptional basis (such awards are typically retention-related); and

•  in a small number of instances we make use of alternative remuneration structures such as commission, carried interest, or profit sharing, where this is important to remain competitive in specific locations or for specific roles.


S-86


Fixed pay, pension contributions and employee benefits

Fixed remuneration, including salaries, is reviewed annually and designed to reflect the relative skills and experience of, and contribution made, by each employee.

Employee benefits include:

-  Life and permanent health insurances and medical cover, which vary according to local market norms.

-  Employer pension contributions, which are based on annual salary only and not on other fixed remuneration, bonuses or the value of other benefits. No discretionary pension benefits are paid.

Discretionary annual variable compensation

Ninety One operates an annual discretionary cash bonus scheme and an annual discretionary deferred bonus scheme (see further below). The primary determinant of the variable compensation pool available for distribution is Ninety One's own annual profit. A fixed percentage of profit allocated to the variable remuneration pool has been set in accordance with an agreed and long-standing practice that has served the business successfully through numerous market cycles. As our business aims to meet the long-term objectives of our clients, profit (and therefore variable remuneration pools) have historically been aligned. The pool is divided between the business divisions based on considerations of both financial and non-financial performance.

All employees of Ninety One are currently eligible to be considered for a cash bonus payment under the scheme. Any payments made under the scheme are at the discretion of Ninety One and based on a number of qualitative and quantitative factors including multi-year performance and non-financial metrics such as compliance and risk awareness.

Where Ninety One's financial performance is subdued or negative, total variable remuneration would be contracted in line with weaker financial results, taking into account both current remuneration and potential reductions in payouts of amounts previously earned. Ninety One's total variable remuneration should therefore not limit its ability to strengthen its capital base as it is paid out of profits. This structure has been a key contributor to the long-term success of Ninety One and encourages the staff to behave like owners. Ninety One believes in aligning the long-term interests of clients, shareholders and employees.

Deferred bonus scheme

Participation in the deferred bonus scheme is determined on an annual basis based on the roles of individual employees. The purpose of the scheme is to retain key employees, provide better alignment of their interests with both clients and the business, and to manage potential, currently unknown, future risks.

Deferred bonus awards are made in the form of a combination of investments into:

•  Investment funds managed by Ninety One, with specific allocations (normally 50%) for portfolio managers and analysts into the funds for which they are responsible; and

•  Listed shares in Ninety One (normally allocations of at least 25%).

Ninety One believes this compensation structure is balanced and competitive and positions Ninety One to attract and retain the best industry skills.

Ownership of Fund Shares. As of September 30, 2022, Ninety One's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other employee ownership: Several senior managers and investment professionals own an equity stake in the business, ultimately through a trust structure with each participant funding their portions through a combination of existing deferred compensation (for which vesting was accelerated), personal debt and personal cash.


S-87


Other Accounts. As of September 30, 2022, in addition to the Emerging Markets Debt Fund, Ninety One's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Antoon De Klerk

   

0

   

$

0

     

10

   

$

6,449

     

6

   

$

1,862

   

Werner Gey van Pittius

   

0

   

$

0

     

4

   

$

2,878

     

10

   

$

6,481

   

None of the accounts listed above are subject to a performance-based advisory fee.

The value of assets managed by Antoon De Klerk and Werner Gey van Pittius includes the assets managed within the Emerging Markets Debt strategy of which Mr. De Klerk and Mr. Gey van Pittius are co-portfolio managers.

Conflicts of Interest. Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

Ninety One is governed by all the rules and regulations of the relevant regulatory bodies in the jurisdictions in which it operates.

Ninety One strongly believes in its fiduciary duty to clients and will always seek to manage any possible conflicts that may occur through its normal business activities so that there is no material risk of damage to clients. Ninety One employs companywide measures to eliminate any potential conflicts of interest which may arise and maintains a Compliance Manual and a Code of Ethics (titled "Do the Right Thing"), which incorporate many of Ninety One requirements on conflicts of interest. These documents are bound into employees' contracts of employment and a breach would therefore provide grounds for disciplinary action or dismissal.

An example of how Ninety One manages/mitigates conflicts of interest is shown by the fact that Ninety One's portfolio managers focus entirely on portfolio management, while Ninety One's dedicated Trading Desk focuses on best execution of client orders; this avoids conflicts of interest between the two roles. The portfolio manager authorizes all orders which are then routed to the Trading Desk. This segregation of duties also removes any conflict of interest between the execution of trades on behalf of different portfolios. Ninety One's investment allocation policy aims to ensure that investment opportunities are allocated fairly among Ninety One's clients. This means Ninety One regularly aggregates client orders. Allocation is carried out strictly on a pro rata basis except where allocation is too small to split. If an allocation is so small that it makes it uneconomic for Ninety One clients to split, then the Trading Desk has the discretion to allocate to a single client on a fair basis.

Pzena

Compensation. SIMC pays Pzena a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Pzena and SIMC. Portfolio managers and other investment professionals at Pzena are compensated through a combination of fixed base salary, annual performance bonus and equity ownership, if appropriate due to superior performance. Pzena avoids the compensation model that is driven by individual security performance, as this can lead to short-term thinking which is contrary to the firm's value investment philosophy. The portfolio managers' bonuses are not specifically dependent upon the performance of the portfolios relative to the performance of the portfolios' benchmarks. For investment professionals, we examine such things as effort, efficiency, ability to focus on the correct issues, stock modeling ability, and ability to successfully interact with company management. However, Pzena always looks at the person as a whole and the contributions that they have made and are likely to make in the future. Longer-term success is required for equity ownership consideration. Ultimately, equity ownership is the primary tool used by Pzena for attracting and retaining the best people.

Ownership of Fund Shares. As of September 30, 2022, Pzena's portfolio managers did not beneficially own any shares of the International Equity Fund.


S-88


Other Accounts. As of September 30, 2022, in addition to the International Equity Fund, Pzena's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

  Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 
Portfolio Manager   Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Caroline Cai

   

12

   

$

5,633

     

48

   

$

12,169

     

54

   

$

9,086

   
     

2

*

 

$

1,642

     

3

*

 

$

199

     

2

*

 

$

256

   

Allison Fisch

   

12

   

$

4,162

     

24

   

$

1,813

     

31

   

$

5,449

   
     

1

*

 

$

159

     

1

*

 

$

28

     

0

   

$

0

   

John Goetz

   

9

   

$

4,620

     

44

   

$

11,466

     

35

   

$

5,945

   
     

1

*

 

$

1,483

     

3

*

 

$

199

     

2

*

 

$

256

   

Rakesh Bordia**

   

3

   

$

1,013

     

9

   

$

1,067

     

19

   

$

3,308

   
     

1

*

 

$

159

     

0

   

$

0

     

0

   

$

0

   

*  These accounts, which are a subset of the accounts in preceding row, are subject to a performance-based advisory fee.

**  Please note Rakesh Bordia was added to the portfolio management team for this portfolio on January 1, 2023. As such the International Equity Fund is not reflected in Mr. Bordia's "Other Accounts" as of September 30, 2022.

Conflicts of Interest. In Pzena's view, conflicts of interest may arise in managing the Fund's portfolio investments, on the one hand, and the portfolios of the firm's other clients and/or accounts (together "Accounts"), on the other. Set forth below is a brief description of some of the material conflicts that may arise and Pzena's policy or procedure for handling such conflicts. Although Pzena has designed such procedures to prevent and address conflicts, there is no guarantee that these procedures will detect every situation in which a conflict could arise.

The management of multiple Accounts inherently means there may be competing interests for the portfolio management team's time and attention. Pzena seeks to minimize this by utilizing one investment approach (i.e., classic value investing), and by managing all Accounts on a product specific basis. Thus, all small cap value Accounts, whether they be institutional accounts or individual accounts, are managed using the same investment discipline, strategy and proprietary investment model.

Pzena has adopted procedures for allocating portfolio transactions across Accounts so that each Account is treated fairly. First, all orders are allocated among portfolios of the same or similar mandates at the time of trade creation/initial order preparation. Factors affecting allocations include availability of cash to existence of client-imposed trading restrictions or prohibitions, and the tax status of the Account. Depending upon the size of the execution, Pzena may choose to allocate the executed shares through pro-rata breakdown, or on a random basis. As with all trade allocations each Account generally receives pro rata allocations of any new issue or IPO security that is appropriate for its investment objective. Permissible reasons for excluding an account from an otherwise acceptable IPO or new issue investment include the account having FINRA restricted person status, lack of available cash to make the purchase, or a client imposed trading prohibition on IPOs or on the business of the issuer.

With respect to securities transactions for the Accounts, Pzena determines which broker to use to execute each order, consistent with its duty to seek best execution. Pzena will aggregate like orders where to do so will be beneficial to the Accounts. However, with respect to certain Accounts, Pzena may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Pzena may place separate, non-simultaneous, transactions for the Accounts, which may temporarily affect the market price of the security or the execution of the transaction to the detriment one or the other.

Conflicts of interest may arise when members of the portfolio management team transact personally in securities investments made or to be made for Accounts. To address this, Pzena has adopted a written Code of Business Conduct and Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests or its current investment strategy. The Code of Business Conduct and Ethics


S-89


generally requires that most transactions in securities by Pzena's Access Persons and their spouses, whether or not such securities are purchased or sold on behalf of the Accounts, be cleared prior to execution by appropriate approving parties and compliance personnel. Securities transactions for Access Persons' personal accounts also are subject to monthly reporting requirements, and annual and quarterly certification requirements. An Access Person is defined to include any employee or officer of Pzena. In addition, no Access Person shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell, or to sell and subsequently purchase, within 60 calendar days) of non-exempt securities. Finally, orders for proprietary Accounts (i.e., accounts of Pzena's principals, affiliates or employees or their immediate family which are managed by Pzena) are subject to written trade allocation procedures designed to ensure fair treatment to client accounts.

Proxy voting for Accounts' securities holdings may also pose certain conflicts. A potential material conflict of interest could exist in the following situations: (i) Pzena manages any pension or other assets affiliated with a publicly traded company, and also holds that company's or an affiliated company's securities in one or more client portfolios; (ii) Pzena has a client relationship with an individual who is a corporate director, or a candidate for a corporate directorship of a public company whose securities are in one or more client portfolios; or (iii) A Pzena officer, director or employee, or an immediate family member thereof is a corporate director, or a candidate for a corporate directorship of a public company whose securities are in one or more client portfolios. For purposes hereof, an immediate family member is generally defined as a spouse, child, parent, or sibling. Our proxy voting policies provide for various methods of dealing with these and any other conflict scenarios subsequently identified by the firm.

Pzena manages some Accounts under performance-based fee arrangements. Pzena recognizes that this type of incentive compensation creates the risk for potential conflicts of interest. This structure may create an inherent pressure to allocate investments having a greater potential for higher returns to accounts of those clients paying the higher performance fee. To prevent conflicts of interest associated with managing accounts with different compensation structures, Pzena generally requires portfolio decisions to be made on a product-specific basis. Pzena also requires pre-allocation of all client orders based on specific fee- neutral criteria set forth above. Additionally, Pzena requires average pricing of all aggregated orders. Finally, Pzena has adopted a policy prohibiting portfolio managers (and all employees) from placing the investment interests of one client or a group of clients with the same investment objectives above the investment interests of any other client or group of clients with the same or similar investment objectives.

Qtron

Compensation. SIMC pays Qtron a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between Qtron and SIMC. Qtron pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2022.

Qtron's compensation package for investment professionals consists of a competitive base salary (based on annual benchmarking study), a performance-based bonus, and equity incentives. The base salaries and performance bonus account for the majority of employees' remuneration. The performance bonus elements may comprise of cash and/or equity incentives at the discretion of the management team.

Ownership of Fund Shares. As of September 30, 2022, Qtron's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2022, in addition to the Emerging Markets Equity Fund, Qtron's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Dmitri Kantsyrev, Ph.D., CFA

   

0

   

$

0

     

3

   

$

419

     

4

   

$

231

   

Ronald Hua, CFA

   

0

   

$

0

     

0

   

$

0

     

3

   

$

13

   


S-90


None of the accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interest. A conflict of interest may arise as a result of the portfolio manager being responsible for multiple accounts, including the Emerging Markets Equity Fund, which may have different investment guidelines and objectives. In addition to the Emerging Markets Equity Fund, these accounts may include accounts of registered investment companies, private pooled investment vehicles and other accounts. In particular, this conflict of interest may arise as a result of Qtron's management of the Emerging Markets Equity Fund and other accounts, which, in theory, may allow Qtron to allocate investment opportunities in a way that favors other accounts over the Emerging Markets Equity Fund. This conflict of interest may be exacerbated to the extent that Qtron or the portfolio manager receive, or expect to receive, greater compensation from their management of the other accounts (some of which may receive fixed management fees and/or performance-based advisory fees) than the Emerging Markets Equity Fund. Qtron (or its members, employees and affiliates) may give advice or take action with respect to the other accounts that differs from the advice given with respect to the Emerging Markets Equity Fund. To the extent a particular investment is suitable for both the Emerging Markets Equity Fund and the other accounts, such investments will be allocated between the Emerging Markets Equity Fund and the other accounts in a manner that Qtron determines is fair and equitable under the circumstances to all clients, including the Emerging Markets Equity Fund.

To address and manage these potential conflicts of interest, Qtron has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis.

Further, Qtron's personal trading policy does not permit Access Persons to purchase any equity securities for Covered Accounts other than broad-based ETFs or mutual funds.

Robeco

Compensation. SIMC pays Robeco a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between Robeco and SIMC. Robeco pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended December 31, 2022.

The members of the Emerging Markets team receive a market-based salary package comprising a base salary and variable compensation. Every employee's base salary is based on their position and experience, according to Robeco's salary ranges and using appropriate local industry benchmarks. In addition, specific temporary allowances may be granted for a maximum of three to five years:

•  Strategic capability allowance to retain key investment professionals in strategic product capabilities

•  Market-based scarcity allowance in tight labor markets

•  New business market allowance to set up activities in new countries or markets

The granting of temporary allowance is entirely role-based and not related to the performance of the employee or the firm.

Variable compensation

The variable compensation serves as a performance-driven remuneration component and is at the manager's discretion. It is based on the following factors:

•  Achievement on business objectives. For investment professionals, these typically include risk-adjusted returns over one, three and five years.

•  Business conduct and professional behavior, which includes acting in the best interest of the client and appropriate risk taking.

•  Financial results of the company as measured by EBIT.


S-91


The award of variable compensation in excess of EUR 50,000 to regular employees is subject to a deferral scheme. This means that 60% of the total variable compensation is paid in cash in year one and the remaining 40% is deferred equally over the next three years and converted into 'Robeco Cash Appreciation Rights' (R-CARs). The value of these rights reflects the financial results of the firm.

Robeco uses a 'total compensation' approach. The award of overall compensation is assessed against local market remuneration practices for specific functions.

Robeco benchmarks the remuneration levels for all employees on an annual basis with McLagan, a primary market data provider. For specific teams or functions, we occasionally also request tailor made assessments.

Robeco aims to reward staff in an externally competitive and internally fair manner, with ample room for differentiation, based on relative market value and performance, using an integrated assessment of results and behavior. The reward framework reflects our aim for long-term relationships with our clients and our staff.

Ownership of Fund Shares. As of December 31, 2022, Robeco's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of December 31, 2022, in addition to the Emerging Markets Equity Fund, Robeco's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets*
(in millions)
  Number
of Accounts
  Total Assets*
(in millions)
 

Jaap van der Hart

   

0

   

$

0

     

2

   

$

1,594

     

5

   

$

1,505.4

   
     

0

   

$

0

     

2

**

 

$

579

     

1

**

 

$

320.9

   

Karnail Sangha

   

0

   

$

0

     

2

   

$

1,594

     

5

   

$

1,505.4

   
     

0

   

$

0

     

2

**

 

$

579

     

1

**

 

$

320.9

   

*  Assets reflected in the table above represent the assets under management for both Robeco and its affiliate, Robeco Institutional Asset Management BV ("Robeco BV"). Jaap van der Hart and Karnail Sangha are employees of Robeco BV and as such also manage assets on behalf of Robeco BV.

**  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

Conflicts of Interest.

Robeco has identified the following potential conflicts of interest:

•  An investment opportunity may be suitable for the Emerging Markets Equity Fund as well as for the portfolios of the other accounts managed by the portfolio manager. However, the investment opportunity may not be available in sufficient quantity for all of the accounts to participate fully.

•  There may be limited opportunity to sell an investment held by both the Emerging Markets Equity Fund and the other accounts managed by the portfolio manager.

•  The other accounts may have similar investment objectives or strategies as the Emerging Markets Equity Fund and may sell securities that are eligible to be held, purchased or sold by the Emerging Markets Equity Fund.

•  A portfolio manager may be responsible for accounts that have different advisory fee schedules which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities.

•  A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the Emerging Markets Equity Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including the Emerging Markets Equity Fund.


S-92


To address and manage these potential conflicts of interest, Robeco has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis.

Stone Harbor

Compensation. SIMC pays Stone Harbor a fee based on the assets under management of the Emerging Markets Debt Fund as set forth in an investment sub-advisory agreement between Stone Harbor and SIMC. Stone Harbor pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Debt Fund. The following information relates to the period ended September 30, 2022.

Stone Harbor's portfolio managers are compensated on investment performance versus the J.P. Morgan Emerging Markets Bond Index Global as measured on a one-, three- and five-year horizon, equally weighted. Analysts are compensated on credit performance versus benchmark for the same periods. The overall compensation structure for all Stone Harbor employees is based on three components: base salary, discretionary performance-based bonus and profit participation based on relative equity share.

Ownership of Fund Shares. As of September 30, 2022, Stone Harbor's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of September 30, 2022, in addition to the Emerging Markets Debt Fund, Stone Harbor's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 

Peter J. Wilby, CFA

   

11

   

$

1,102

     

30

   

$

3,892

     

23

   

$

4,911

   
     

1

*

 

$

36

     

1

*

 

$

157

     

1

*

 

$

1,054

   

James Craige, CFA

   

8

   

$

997

     

23

   

$

1,980

     

15

   

$

3,646

   
     

0

   

$

0

     

1

*

 

$

157

     

0

   

$

0

   

David A. Oliver, CFA

   

7

   

$

903

     

17

   

$

1,852

     

14

   

$

3,563

   
     

0

   

$

0

     

1

*

 

$

157

     

0

   

$

0

   

Kumaran Damodaran, Ph.D.

   

7

   

$

903

     

17

   

$

1,852

     

14

   

$

3,563

   
     

0

   

$

0

     

1

*

 

$

157

     

0

   

$

0

   
William Perry**    

7

   

$

903

     

17

   

$

1,852

     

14

   

$

3,563

   
     

0

   

$

0

     

1

*

 

$

157

     

0

   

$

0

   

Stuart Sclater-Booth

   

7

   

$

903

     

17

   

$

1,852

     

14

   

$

3,563

   
     

0

   

$

0

     

1

*

 

$

157

     

0

   

$

0

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

**  As of March 31, 2023, Mr. Perry will be retiring as a portfolio manager of the Fund.

Conflicts of Interest. There are several potential conflicts of interest that may arise in conducting business as an investment adviser. Stone Harbor has adopted compliance policies and procedures that are designed to address the potential conflicts of interest that may arise for the firm and the individuals that it employs.

Potential conflicts of interest may arise because the Emerging Markets Debt Fund portfolio manager has day-to-day management responsibilities with respect to one or more accounts. Stone Harbor seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage accounts that share a similar investment style. Furthermore, Stone Harbor has implemented trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted


S-93


by Stone Harbor will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.

Potential conflicts of interest may also occur when employees purchase securities for their personal accounts and as a result of employees having access to confidential and or non-public information. It is Stone Harbor's policy to put the customer's interest first, protect their confidentiality and act ethically to fulfill its fiduciary obligations. To this end, Stone Harbor has enacted a Code of Ethics that requires, among other things, that Stone Harbor employees follow specified guidelines for trading in their personal accounts and refrain from misusing confidential client information or other nonpublic information. Each Stone Harbor employee involved in the management and/or review of the Emerging Markets Debt Fund is required to acknowledge receipt and certify that they have complied with this Code of Ethics on an annual basis.

WCM

Compensation. SIMC pays WCM a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between WCM and SIMC. WCM pays its professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2022.

WCM's portfolio managers are compensated with a fixed base salary and share in the profitability of WCM from their equity ownership. On occasion, WCM has agreed to a performance-based fee arrangement. In these arrangements, the fee is generally the greater of a "base" component or a "performance" component as measured against a benchmark. Performance fees are charged only in compliance with Rule 205-3 under the Advisers Act, and only to "qualified clients" as defined in that rule. Portfolio managers' compensation arrangements are not directly linked to any such arrangement.

Ownership of Fund Shares. As of September 30, 2022, WCM's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2022, in addition to the International Equity Fund, WCM's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Paul R. Black    

20

   

$

21,430.31

     

27

   

$

8,441.23

     

473

   

$

34,312.19

   
     

0

   

$

0

     

4

*

 

$

636.33

     

7

*

 

$

1,647.93

   
Peter J. Hunkel    

22

   

$

23,033.13

     

30

   

$

8,782.45

     

473

   

$

34,311.83

   
     

0

   

$

0

     

4

*

 

$

636.33

     

7

*

 

$

1,647.93

   

Michael B. Trigg

   

23

   

$

23,035.07

     

30

   

$

8,782.45

     

473

   

$

34,312.19

   
     

0

   

$

0

     

4

*

 

$

636.33

     

7

*

 

$

1,647.93

   
Jon Tringale    

19

   

$

21,428.36

     

26

   

$

8,275.77

     

473

   

$

34,311.83

   
     

0

   

$

0

     

3

*

 

$

470.88

     

7

*

 

$

1,647.93

   

Sanjay Ayer

   

25

   

$

23,447.69

     

35

   

$

9,517.35

     

480

   

$

34,542.00

   
     

0

   

$

0

     

5

*

 

$

693.26

     

7

*

 

$

1,647.93

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

Conflicts of Interest. The management of multiple funds and accounts may give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees (including performance-based fees) as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. WCM seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the fund. Accordingly, portfolio holdings, position sizes, and industry and sector


S-94


exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the fund may outperform the securities selected for the fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The firm seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While WCM has adopted a code of ethics that contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

In addition, WCM has adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

Wellington Management

Compensation. Wellington Management receives a fee based on the assets under management of the International Fixed Income Fund as set forth in an investment sub-advisory agreement between Wellington Management and SIMC. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the International Fixed Income Fund. The following information relates to the period ended September 30, 2022.

Wellington Management's compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management's compensation of the Portfolio's managers listed in the prospectus who are primarily responsible for the day-to-day management of the Portfolio (the "Investment Professionals") includes a base salary and incentive components. The base salary for the other Investment Professional is determined by the Investment Professional's experience and performance in his role as an Investment Professional. Base salaries for Wellington Management's employees are reviewed annually and may be adjusted based on the recommendation of an Investment Professional's manager, using guidelines established by Wellington Management's Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm. Each Investment Professional is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Portfolio and generally each other account managed by such Investment Professional. Each Investment Professional's incentive payment relating to the Portfolio is linked to the gross pre-tax performance of the portion of the Portfolio managed by the Investment Professional compared to the benchmark index and/or peer group identified below over one, three and five year periods, with an emphasis on five year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Investment Professionals, including accounts with performance fees.

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional's overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management's business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors.

Ownership of Fund Shares. As of September 30, 2022, Wellington Management's Portfolio Manager did not beneficially own any shares of the International Fixed Income Fund.


S-95


Other Accounts. As of September 30, 2022, in addition to the International Fixed Income Fund, Wellington Management's portfolio manager was responsible for the day-to-day management of certain other accounts, as follows:

    Registered Investment
Companies
  Other Pooled
Investment Vehicles
 

Other Accounts

 

Portfolio Manager

  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
  Number
of Accounts
  Total Assets
(in millions)
 
Ed Meyi, FRM    

9

   

$

1,516

     

24

   

$

6,359

     

39

   

$

12,837

   
     

0

   

$

0

     

1

*

 

$

252

     

6

*

 

$

3,117

   

Martin Harvey, CFA

   

2

   

$

2,259

     

24

   

$

6,505

     

32

   

$

12,547

   
     

0

   

$

0

     

4

*

 

$

286

     

5

*

 

$

2,978

   

Sam Hogg

   

0

   

$

0

     

0

   

$

0

     

0

   

$

0

   

*  These accounts, which are a subset of the accounts in the preceding row, are subject to a performance-based advisory fee.

Conflicts of Interest. Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations or separately managed account programs sponsored by financial intermediaries), bank common trust accounts and hedge funds.

The International Fixed Income Fund's manager listed in the prospectuses, who is primarily responsible for the day-to-day management of the International Fixed Income Fund, generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the International Fixed Income Fund. The Portfolio Manager makes investment decisions for each account, including the International Fixed Income Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Manager may purchase or sell securities, including initial public offerings, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the International Fixed Income Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the International Fixed Income Fund.

The Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the International Fixed Income Fund or make investment decisions that are similar to those made for the International Fixed Income Fund, both of which have the potential to adversely impact the International Fixed Income Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, the Portfolio Manager may purchase the same security for the International Fixed Income Fund and for one or more other accounts at or at about the same time. In those instances, the other accounts will have access to their respective holdings prior to the public disclosure of the International Fixed Income Fund's holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the International Fixed Income Fund. Mr. Meyi and Mr. Harvey also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Managers. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management's goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies


S-96


and procedures, including brokerage and trade allocation policies and procedures that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of initial public offerings and compliance with the firm's Code of Ethics and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management's investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional's various client mandates.

DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING

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

Distribution Agreement, Shareholder Servicing and Administrative Servicing Plans. The Distributor serves as each Fund's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust.

For the fiscal year ended September 30, 2022, the Funds did not incur any 12b-1 expenses.

Pursuant to a Shareholder Service Plan (the "Service Plan"), the various classes of Shares are authorized to pay service providers a fee in connection with the ongoing servicing of shareholder accounts owning such Shares at the annual rate of up to 0.25% of the value of the average daily net assets attributable to each of the Class F and I Shares of the Fund, which is calculated daily and payable monthly.

The service fees payable under the Service Plan are intended to compensate service providers for the provision of shareholder services and may be used to provide compensation to financial intermediaries for ongoing service and/or maintenance of shareholder accounts with respect to Shares of the applicable Funds. Shareholder services under the Service Plan may include: (i) maintaining accounts relating to Clients; (ii) arranging for bank wires; (iii) responding to Client inquiries relating to the services performed by service providers; (iv) responding to inquiries from Clients concerning their investment in Shares; (v) assisting Clients in changing dividend options, account designations and addresses; (vi) providing information periodically to Clients showing their position in Shares; (vii) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to Clients; (viii) processing purchase, exchange and redemption requests from Clients and placing orders with the Funds or their service providers; (ix) providing sub-accounting with respect to Shares beneficially owned by Clients; (x) processing dividend payments from the Funds on behalf of Clients; and (xi) providing such other similar services as a Fund may reasonably request to the extent the service provider is permitted to do so under applicable statutes, rules and regulations.

Pursuant to an Administrative Service Plan (the "Administrative Service Plan"), Class I Shares are authorized to pay administrative service providers a fee in connection with the ongoing provision of administrative services at the annual rate of up to 0.25% of the value of the average daily net assets attributable to Class I Shares of the Fund, which is calculated daily and payable monthly. The administrative service fees payable under the Administrative Service Plan are intended to compensate administrative service providers for the provision of administrative services and may be used to provide compensation to other service providers for the provision of administrative services with respect to the Class I Shares of the applicable Funds. Administrative services under the Administrative Service Plan may include: (i) providing sub accounting with respect to shares beneficially owned by clients; (ii) providing information periodically to Clients showing their positions in Shares; (iii) 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; (iv) processing purchase, exchange and redemption requests from clients and placing such orders with a Fund or its service providers;


S-97


(v) processing dividend payments from a Fund on behalf of its clients; and (vi) 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.

Distribution Expenses Incurred by Adviser. The Funds are sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors ("Financial Advisors") who provide their clients with advice and services in connection with their investments in the SEI Funds. SEI Funds are typically combined into complete investment portfolios and strategies using asset allocation techniques to serve investor needs. In connection with its distribution activities, SIMC and its affiliates may provide Financial Advisors, without charge, asset allocation models and strategies, custody services, risk assessment tools and other investment information and services to assist the Financial Advisor in providing advice to investors.

SIMC may hold conferences, seminars and other educational and informational activities for Financial Advisors for the purpose of educating Financial Advisors about the Funds and other investment products offered by SIMC or its affiliates. SIMC may pay for lodging, meals and other similar expenses incurred by Financial Advisors in connection with such activities. SIMC also may pay expenses associated with joint marketing activities with Financial Advisors, including, without limitation, seminars, conferences, client appreciation dinners, direct market mailings and other marketing activities designed to further the promotion of the Funds. In certain cases, SIMC may make payments to Financial Advisors or their employer in connection with their solicitation or referral of investment business, subject to any regulatory requirements for disclosure to and consent from the investor. All such marketing expenses and solicitation payments are paid by SIMC or its affiliates out of its past profits or other available resources and are not charged to the Funds.

Many Financial Advisors may be affiliated with broker-dealers. SIMC and its affiliates may pay compensation to broker-dealers or other financial institutions for services such as, without limitation, providing the Funds with "shelf space" or a higher profile for the firm's associated Financial Advisors and their customers, placing the Funds on the firm's preferred or recommended fund list, granting the Distributor access to the firm's associated Financial Advisors, providing assistance in training and educating the firm's personnel, allowing sponsorship of seminars or informational meetings and furnishing marketing support and other specified services. These payments may be based on average net assets of SEI Funds attributable to that broker-dealer, gross or net sales of SEI Funds attributable to that broker-dealer, a negotiated lump sum payment or other appropriate compensation for services rendered.

Payments may also be made by SIMC or its affiliates to financial institutions to compensate or reimburse them for administrative or other client services provided, such as sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or sub-accounting, participation in networking arrangements, account set-up, recordkeeping and other shareholder services. These fees may be used by the financial institutions to offset or reduce fees that would otherwise be paid directly to them by certain account holders, such as retirement plans.

The payments discussed above may be significant to the financial institutions receiving them and may create an incentive for the financial institutions or its representatives to recommend or offer shares of the SEI Funds to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources.

Although the Funds may use broker-dealers that sell Fund shares to effect transactions for the Funds' portfolio, the Funds and SIMC and the Funds' Sub-Advisers will not consider the sale of Fund shares as a factor when choosing broker-dealers to effect those transactions and will not direct brokerage transactions to broker-dealers as compensation for the sales of Fund shares.

SECURITIES LENDING ACTIVITY

The table below sets forth the gross income received by certain Funds from securities lending activities during the fiscal year ended September 30, 2022. The table also shows the fees and/or other compensation


S-98


paid by the applicable Funds, any other fees or payments incurred by each Fund resulting from lending securities providers, and the net income earned by the Funds for securities lending activities.

    International
Equity Fund
  Emerging
Markets
Equity Fund
  Emerging
Markets
Debt Fund
 
Gross Income from securities lending activities (including income
from cash collateral reinvestment)
 

$

1,169,711

   

$

354,687

   

$

1,007,650

   
Fees and/or compensation for securities lending activities and
related services:
 

Fees paid to securities lending agent from a revenue split

 

$

78,881

   

$

22,863

   

$

35,719

   
Fees paid for any cash collateral management service (including fees
deducted from a pooled cash collateral reinvestment vehicle) that
are not included in the revenue split
 

$

39,317

   

$

10,409

   

$

36,423

   

Administrative fees not included in revenue split

 

$

0

   

$

0

   

$

0

   

Indemnification fee not included in revenue split

 

$

0

   

$

0

   

$

0

   

Rebate (paid to borrower)

 

$

401,384

   

$

129,435

   

$

672,490

   

Other fees not included in revenue split

 

$

0

   

$

0

   

$

0

   

Aggregate fees/compensation for securities lending activities

 

$

519,581

   

$

162,707

   

$

744,631

   

Net Income from securities lending activities

 

$

650,129

   

$

191,980

   

$

263,018

   

Securities Finance Trust Company (eSecLending) acts as securities lending agent for certain Funds. In addition, the Funds have the ability to conduct securities lending activities with Goldman Sachs Bank USA, d/b/a Goldman Sachs Agency Lending (Goldman Sachs) as securities lending agent.

The services provided by eSecLending include conducting an auction process to determine optimal lending execution strategy for each portfolio or market (exclusive or discretionary); exclusive lending; discretionary lending; the coordination of cash collateral management with the Adviser; full administration and operational support of all lending activities and coordination with the Funds' custodians; monitoring of program risk exposures; complete reporting of daily loan activity and exposure; compliance monitoring of all loan activity to satisfy the Funds guidelines and parameters; reporting of income accruals and distribution of income to Funds; tracking and reporting on "Qualified Dividend Income" (QDI) customized to Funds' requirements; and assisting the Funds to satisfy regulatory reporting requirements.

During the most recent fiscal year, the International Fixed Income Fund did not engage in securities lending.

TRUSTEES AND OFFICERS OF THE TRUST

Board Responsibilities. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described above, under which certain companies provide essential management services to the Trust.

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as SIMC, the Distributor and the Administrator. The Trustees are responsible for overseeing the Trust's service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify risks, to lessen the probability of their occurrence and/or to mitigate the effects of such risks if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust's business (e.g., SIMC is responsible for the investment performance of the Funds and, along with the Board, is responsible for the oversight of the Funds' Sub-Advisers, which, in turn, are responsible for the day-to-day management of the Funds' portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds' service providers the importance of maintaining vigorous risk management.

The Trustees' role in risk oversight begins before the inception of a Fund, at which time SIMC presents the Board with information concerning the investment objectives, strategies and risks of the Fund as well as proposed


S-99


investment limitations for the Fund. Additionally, each Sub-Adviser and SIMC provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust's Chief Compliance Officer, as well as personnel of SIMC and other service providers such as the Funds' independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the Funds may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by the Adviser and Sub-Advisers and receives information about those services at its regular meetings. In addition, in connection with its consideration of whether to annually renew the Advisory Agreement between the Trust, on behalf of the Funds, and SIMC and the various Sub-Advisory Agreements between SIMC and the Sub-Advisers with respect to the Funds, the Board annually meets with SIMC and, at least every other year, meets with the Sub-Advisers to review such services. Among other things, the Board regularly considers the Sub-Advisers' adherence to the Funds' investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations.

The Trust's Chief Compliance Officer regularly reports to the Board to review and discuss compliance issues and Fund, Adviser and Sub-Adviser risk assessments. At least annually, the Trust's Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust's policies and procedures and those of its service providers, including the Adviser and Sub-Advisers. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Valuation Designee and the Funds' service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. The Trust's Valuation Designee provides quarterly reports to the Board concerning investments for which market prices are not readily available or may be unreliable. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the Funds' financial statements, focusing on major areas of financial statement risk encountered by the Funds and noting any significant deficiencies or material weaknesses that were identified in the Funds' internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management's implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized and reported within the required time periods. The Board also oversees the Trust's internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust's financial reporting and the preparation of the Trust's financial statements.

From their review of these reports and discussions with SIMC, the Sub-Advisers, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn about the material risks of the Funds, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect the Funds can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds' goals and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds' investment management and business affairs are carried out by or through SIMC, the Sub-Advisers and the Funds' other service providers, each of which has an independent interest in risk management and each of which has policies and methods by which one or more risk management functions are carried out. These risk management policies and methods may differ in the setting of priorities, the resources available or the


S-100


effectiveness of relevant controls. As a result of the foregoing and other factors, the Board's ability to monitor and manage risk, as a practical matter, is subject to limitations.

Members of the Board. There are nine members of the Board, seven of whom are not interested persons of the Trust, as that term is defined in the 1940 Act ("independent Trustees"). Robert A. Nesher, an interested person of the Trust, serves as Chairman of the Board. James M. Williams, an independent Trustee, serves as the lead independent Trustee. The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the fact that the chairperson of each Committee of the Board is an independent Trustee, the amount of assets under management in the Trust and the number of Funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the independent Trustees from Fund management.

The Board has two standing committees: the Audit Committee and the Governance Committee. The Audit Committee and Governance Committee are each chaired by an independent Trustee and composed of all of the independent Trustees.

In his role as lead independent Trustee, Mr. Williams, among other things: (i) presides over Board meetings in the absence of the Chairman of the Board; (ii) presides over executive sessions of the independent Trustees; (iii) along with the Chairman of the Board, oversees the development of agendas for Board meetings; (iv) facilitates dealings and communications between the independent Trustees and management, and among the independent Trustees; and (v) has such other responsibilities as the Board or independent Trustees determine from time to time.

Set forth below are the names, years of birth, position with the Trust, the year in which the Trustee was elected and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust. There is no stated term of office for the Trustees of the Trust. However, each Trustee who is not an interested person of the Trust must retire from the Board by the end of the calendar year in which the Trustee attains the age of 75 years. Current members of the Board may, upon the unanimous vote of the Governance Committee and a majority vote of the full Board, continue to serve on the Board for a maximum of five successive one calendar year terms after attaining the age of 75 years. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

Interested Trustees.

ROBERT A. NESHER (Born: 1946)—Chairman of the Board of Trustees1 (since 1989)—President and Chief Executive Officer of the Trust since December 2005. SEI employee since 1974; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. President and Director of SEI Structured Credit Fund, LP. Director of SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI Investments—Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments—Unit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds and Catholic Responsible Investments Funds. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. President, Chief Executive Officer and Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of The KP Funds from 2013 to 2020. Vice Chairman of Schroder Series Trust and Schroder Global Series Trust from 2017 to 2018. Vice Chairman of Gallery Trust from 2015 to 2018. Vice Chairman of Winton Diversified Opportunities Fund from 2014 to 2018. Vice Chairman of The Advisors' Inner Circle Fund III from 2014 to 2018. Vice Chairman of Winton Series Trust from 2014 to 2017. Vice Chairman of O'Connor EQUUS (closed-end investment company) from 2014 to 2016. President, Chief Executive Officer and Trustee of SEI Liquid Asset Trust from 1989 to 2016. President, Chief Executive Officer and Director of SEI Alpha Strategy Portfolios, LP, from 2007 to 2013.


S-101


WILLIAM M. DORAN (Born: 1940)—Trustee* (since 1988)—Self-employed consultant since 2003. Counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Director of the Distributor since 2003. Director of SEI Investments since 1985. Secretary of SEI since 1978. Director of SEI Investments—Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe), Limited, SEI Investments (Asia) Limited, SEI Global Nominee Ltd. and SEI Investments—Unit Trust Management (UK) Limited. Trustee of The Advisors' Inner Circle Fund III, Gallery Trust, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Tender Fund, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee of Schroder Global Series Trust and Schroder Series Trust from 2017 to 2021. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) from 2014 to 2018. Trustee of The KP Funds from 2013 to 2018. Trustee of Bishop Street Funds from 2006 to 2018. Trustee of The Advisors' Inner Circle Fund and The Advisors' Inner Circle Fund II from 1991 to 2018. Trustee of Winton Series Trust from 2014 to 2017. Trustee of O'Connor EQUUS (closed-end investment company) from 2014 to 2016. Trustee of SEI Liquid Asset Trust from 1982 to 2016. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Partner of Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003.

Independent Trustees.

NINA LESAVOY (Born: 1957)—Trustee (since 2003)—Founder and Managing Director, Avec Capital (strategic fundraising firm), since April 2008. Trustee/Director of SEI Structured Credit Fund, LP, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of SEI Liquid Asset Trust from 2003 to 2016. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Managing Director, Cue Capital (strategic fundraising firm) from March 2002 to March 2008.

JAMES M. WILLIAMS (Born: 1947)—Trustee (since 2004)—Vice President and Chief Investment Officer, J. Paul Getty Trust, Non Profit Foundation for Visual Arts, since December 2002. Trustee/Director of Ariel Mutual Funds, SEI Structured Credit Fund, LP, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee/Director of SEI Insurance Products Trust from 2013 to 2020. Trustee of SEI Liquid Asset Trust from 2004 to 2016. Director of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. President of Harbor Capital Advisors and Harbor Mutual Funds from 2000 to 2002. Manager of Pension Asset Management for Ford Motor Company from 1997 to 1999.

HUBERT L. HARRIS, JR. (Born: 1943)—Trustee (since 2008)—Retired since December 2005. Owner of Harris Plantation, Inc. since 1995. Chief Executive Officer of Harris CAPM, a consulting asset and property management entity. Director of Aaron's Inc. since August 2012. Member of the Board of Councilors of the Carter Center (nonprofit corporation) and served on the boards of other non-profit organizations. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee of SEI Insurance Products Trust from 2013 to 2020. Trustee of SEI Liquid Asset Trust from 2008 to 2016. Director of SEI Alpha Strategy Portfolios, LP from 2008 to 2013. Served as a director of a bank holding company from 2003 to 2009. Chief Executive Officer, INVESCO North America, from August 2003 to December 2005. Chief Executive Officer and Chair of the Board of Directors of AMVESCAP Retirement, Inc., from January 1998 to August 2005. Director of AMVESCAP PLC from 1993 to 2004.

SUSAN C. COTE (Born: 1954)—Trustee (since 2016)—Retired since July 2015. Trustee/Director of SEI Structured Credit Fund, LP, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, Adviser Managed Trust, New Covenant Funds,

*  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 Distributor and SEI.


S-102


SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee of SEI Insurance Products Trust from 2015 to 2020. Treasurer and Chair of Finance of the Investment and Audit Committee of the New York Women's Foundation from 2012 to 2017. Member of the Ernst & Young LLP Retirement Investment Committee from 2009 to 2015. Global Asset Management Assurance Leader, Ernst & Young LLP from 2006 to 2015. Partner of Ernst & Young LLP from 1997 to 2015. Americas Director of Asset Management of Ernst & Young LLP from 2006 to 2013. Employee of Prudential from 1983 to 1997.

JAMES B. TAYLOR (Born: 1950)—Trustee (since 2018)—Retired since December 2017. Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee of SEI Insurance Products Trust from 2018 to 2020. Chief Investment Officer, Georgia Tech Foundation from 2008 to 2017. Chief Investment Officer, Delta Air Lines from 1983 to 2007. Member of the Investment Committee of Institute of Electrical and Electronic Engineers from 1999 to 2004. President, Vice President and Treasurer for Southern Benefits Conference from 1998 to 2000.

CHRISTINE REYNOLDS (Born: 1958)—Trustee (since 2019)—Retired since December 2016. Trustee of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds. Trustee of SEI Insurance Products Trust from 2019 to 2020. Executive Vice President at Fidelity Investments from 2014 to 2016. President at Fidelity Pricing and Cash Management Services ("FPCMS") and Chief Financial Officer of Fidelity Funds from 2008 to 2014. Chief Operating Officer of FPCMS from 2007 to 2008. President, Treasurer at Fidelity Funds from 2004 to 2007. Anti-Money Laundering Officer at Fidelity Funds in 2004. Executive Vice President at Fidelity Funds from 2002 to 2004. Audit Partner at PricewaterhouseCoopers from 1992 to 2002.

THOMAS MELENDEZ (Born 1959)—Trustee (since 2021)—Trustee of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, Adviser Managed Trust and SEI Exchange Traded Funds. Independent Consultant of New Covenant Funds and SEI Catholic Values Trust. Trustee of Boston Children's Hospital, The Partnership Inc. (non-profit organizations) and Brae Burn Country Club. Investment Officer and Institutional Equity Portfolio Manager at MFS Investment Management from 2002 to 2019. Director of Emerging Markets Group, General Manager of Operations in Argentina and Portfolio Manager for Latin America at Schroders Investment Management from 1994 to 2002.

There are currently 4 Funds in the Trust and 95 funds in the Fund Complex.

Individual Trustee Qualifications. The Trust has concluded that each of the Trustees should serve on the Board because of their ability to review and understand information about the Funds provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds and to exercise their business judgment in a manner that serves the best interests of the Funds' shareholders. The Trust has concluded that each of the Trustees should serve as a Trustee based on their own experience, qualifications, attributes and skills as described below.

The Trust has concluded that Mr. Nesher should serve as Trustee because of the experience he has gained in his various roles with SEI Investments Company, which he joined in 1974, his knowledge of and experience in the financial services industry and the experience he has gained serving as Trustee of the various SEI Trusts since 1989.

The Trust has concluded that Mr. Doran should serve as Trustee because of the experience he gained serving as a Partner in the Investment Management and Securities Industry Practice of a large law firm, his experience in and knowledge of the financial services industry and the experience he has gained serving Trustee of the various SEI Trusts since 1988.

The Trust has concluded that Ms. Lesavoy should serve as Trustee because of the experience she gained as a Director of several private equity fundraising firms and marketing and selling a wide range of investment products to institutional investors, her experience in and knowledge of the financial services industry and the


S-103


experience she has gained serving as Trustee of the various SEI Trusts since 2003 and the various SEI Trusts' Governance Chair since 2014.

The Trust has concluded that Mr. Williams should serve as Trustee because of the experience he gained as Chief Investment Officer of a non-profit foundation, the President of an investment management firm, the President of a registered investment company and the Manager of a public company's pension assets, his experience in and knowledge of the financial services industry and the experience he has gained serving as Trustee of the various SEI Trusts since 2004.

The Trust has concluded that Mr. Harris should serve as Trustee because of the experience he gained as Chief Executive Officer and Director of an investment management firm, the experience he gained serving on the Board of a public company, his experience in and knowledge of the financial services and banking industries and the experience he has gained serving as Trustee of the various SEI Trusts since 2008.

The Trust has concluded that Ms. Cote should serve as Trustee because of her education, knowledge of financial services and investment management, and the experience she has gained as a partner at a major accounting firm, where she served as both the Global Asset Management Assurance Leader and the Americas Director of Asset Management, and other professional experience gained through her prior employment and directorships.

The Trust has concluded that Mr. Taylor should serve as Trustee because of his education, knowledge of financial services and investment management, and the experience he has gained as a Chief Investment Officer at an endowment of a large university, and other professional experience gained through his prior employment and leadership positions.

The Trust has concluded that Ms. Reynolds should serve as Trustee because of the experience she has gained in her various roles with Fidelity, which she joined in 2002, including Chief Financial Officer of Fidelity Funds, her experience as a partner of a major accounting firm, and her experience in and knowledge of the financial services industry.

The Trust has concluded that Mr. Melendez should serve as Trustee because of the experience he has gained as an executive and portfolio manager of an investment management firm, his experience in and knowledge of the financial services industry, and other professional experience gained through his prior employment and leadership positions.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds. Moreover, references to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out of, or a Board conclusion that, the Board or any Trustee has any special expertise or experience and shall not be deemed to impose any greater responsibility or liability on any such person or on the Board by reason thereof.

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: (i) recommending which firm to engage as the Trust's independent auditor and whether to terminate this relationship; (ii) reviewing the independent auditor's compensation, the proposed scope and terms of its engagement and the firm's independence; (iii) pre-approving audit and non-audit services provided by the Trust's independent auditor to the Trust and certain other affiliated entities; (iv) serving as a channel of communication between the independent auditor and the Trustees; (v) 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 submitted to the Audit Committee by the internal auditing department of the Trust's Administrator that are material to the Trust as a whole, if any, and


S-104


management's responses to any such reports; (vi) 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; (vii) 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; (viii) 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 (ix) other audit related matters. In addition, the Audit Committee is responsible for the oversight of the Trust's compliance program. Messrs. Williams, Harris, Taylor and Melendez and Mmes. Lesavoy, Cote and Reynolds currently serve as members of the Audit Committee. The Audit Committee meets periodically, as necessary, and met four (4) times during the Trust's most recently completed fiscal year.

•  Governance Committee. The Board has a standing Governance Committee that is composed of each of the Independent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and compensation issues; (ii) conducting a self-assessment of the Board's operations; (iii) selecting and nominating all persons to serve as Independent Trustees and evaluating the qualifications of "interested" (as that term is defined under the 1940 Act) Trustee candidates; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Governance Committee at the Trust's offices, which are located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. Messrs. Williams, Harris, Taylor and Melendez and Mmes. Lesavoy, Cote and Reynolds currently serve as members of the Governance Committee. The Governance Committee shall meet at the direction of its Chair as often as appropriate to accomplish its purpose. In any event, the Governance Committee shall meet at least once each year and shall conduct at least one meeting in person. The Governance Committee met four (4) times during the Trust's most recently completed fiscal year.

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) of 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)**
 

Interested

 

Mr. Nesher

 

None

 

Over $100,000

 

Mr. Doran

 

None

 

Over $100,000

 

Independent

 

Ms. Lesavoy

  $10,001-$50,000  

Over $100,000

 

Mr. Williams

  $50,001-$100,000   $50,001-$100,000  

Mr. Harris

 

None

 

None

 

Ms. Cote

 

None

 

None

 

Mr. Taylor

 

None

 

None

 

Ms. Reynolds

 

None

 

None

 

Mr. Melendez

 

None

 

None

 

*  Valuation date is December 31, 2022.

**  The Fund Complex currently consists of 95 portfolios of the following trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds.


S-105


Board Compensation. The Trust and the Fund Complex 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*
 

Interested

 

Mr. Nesher

 

$

0

   

$

0

   

$

0

   

$

0

   

Mr. Doran

 

$

0

   

$

0

   

$

0

   

$

0

   

Independent

 

Ms. Lesavoy

 

$

22,480

   

$

0

   

$

0

   

$

332,500

   

Mr. Williams

 

$

23,157

   

$

0

   

$

0

   

$

342,500

   

Mr. Johnson^

 

$

20,790

   

$

0

   

$

0

   

$

307,500

   

Mr. Harris

 

$

20,790

   

$

0

   

$

0

   

$

307,500

   

Ms. Cote

 

$

22,480

   

$

0

   

$

0

   

$

332,500

   

Mr. Taylor

 

$

20,790

   

$

0

   

$

0

   

$

307,500

   

Ms. Reynolds

 

$

20,790

   

$

0

   

$

0

   

$

307,500

   

Mr. Melendez

 

$

25,967

   

$

0

   

$

0

   

$

382,500

   

*  The Fund Complex currently consists of 95 portfolios of the following trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust and SEI Exchange Traded Funds.

^  Mr. Mitchell A. Johnson retired from the Board of Trustees effective December 31, 2022, after having dutifully served on the SEI Funds' Board since 2007.

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 officers of the Trust. Unless otherwise noted, the business address of each officer is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. None of the officers, except for Stephen Panner, the Chief Compliance Officer ("CCO") of the Trust, receives compensation from the Trust for his or her services. The Trust's CCO serves in the same capacity for the other SEI trusts included in the Fund Complex, and the Trust pays its pro rata share of the aggregate compensation payable to the CCO for his services.

Certain officers of the Trust also serve as officers to one or more mutual funds to which SEI or its affiliates act as investment adviser, administrator or distributor.

The officers of the Trust have been elected by the Board. Each officer shall hold office until the election and qualification of his or her successor or until earlier resignation or removal.

ROBERT A. NESHER (Born: 1946)—President and Chief Executive Officer (since 2005)—See biographical information above under the heading "Interested Trustees."

TIMOTHY D. BARTO (Born: 1968)—Vice President and Secretary (since 2002)—Vice President and Secretary of SEI Institutional Transfer Agent, Inc. since 2009. General Counsel and Secretary of SIMC since 2004. Vice President of SIMC and the Administrator since 1999. Vice President and Assistant Secretary of SEI since 2001.

GLENN R. KURDZIEL (Born: 1974)—Assistant Controller (since 2017)—Senior Manager of Funds Accounting of SEI Investments Global Funds Services since 2005.

STEPHEN G. MACRAE (Born: 1967)—Vice President (since 2012)—Director of Global Investment Product Management since January 2004.

STEPHEN F. PANNER (Born: 1970)—Chief Compliance Officer (since 2022)—Chief Compliance Officer of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange


S-106


Traded Funds, SEI Structured Credit Fund LP, The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, Frost Family of Funds, The Advisors' Inner Circle Fund III, Gallery Trust, Delaware Wilshire Private Markets Fund, Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Tender Fund and Catholic Responsible Investments Funds since September 2022. Fund Compliance Officer of SEI Investments Company from February 2011 to September 2022. Fund Accounting Director and CFO and Controller for the SEI Funds from July 2005 to February 2011.

KATHERINE MASON (Born: 1979)—Vice President and Assistant Secretary (since 2022)—Consulting Attorney at Hirtle, Callaghan & Co. (investment company) from October 2021 to June 2022. Attorney at Stradley Ronon Stevens & Young, LLP (law firm) from September 2007 to July 2012.

DAVID F. MCCANN (Born: 1976)—Vice President and Assistant Secretary (since 2009)—General Counsel and Secretary of SEI Institutional Transfer Agent, Inc. since 2020. Vice President and Assistant Secretary of SIMC since 2008. Attorney at Drinker Biddle & Reath, LLP (law firm) from May 2005 to October 2008.

BRIDGET E. SUDALL (Born: 1980)—Anti-Money Laundering Compliance Officer and Privacy Officer of Schroder Global Series Trust and Schroder Series Trust from 2017 to 2021. Anti-Money Laundering Compliance Officer and Privacy Officer of The KP Funds from 2015 to 2020. Anti-Money Laundering Compliance Officer and Privacy Officer of Winton Series Trust from 2015 to 2017. Senior Associate and AML Officer at Morgan Stanley Alternative Investment Partners from April 2011 to March 2015. Investor Services Team Lead at Morgan Stanley Alternative Investment Partners from July 2007 to April 2011.

ANKIT PURI (Born: 1984)—Controller and Chief Financial Officer (since 2022)—Director, Fund Accounting at SEI Investments Global Funds Services since July 2021. Associate Director of Fund Accounting Policy at Vanguard from September 2020 to June 2021. Senior Manager at Ernst & Young LLP from October 2017 to August 2020.

PROXY VOTING POLICIES AND PROCEDURES

The Funds have delegated proxy voting responsibilities to SIMC, subject to the Board's general oversight. As required by applicable regulations, SIMC must vote proxies in a manner consistent with the best interest of each investment advisory client who delegates voting responsibility to SIMC, which includes the Funds (each a "Client") and must not place its own interests above those of its Clients. SIMC has adopted its own written proxy voting policies, procedures and guidelines that are reasonably designed to meet this purpose (the "Procedures"). The Procedures may be changed as necessary to remain current with regulatory requirements and internal policies and procedures.

SIMC has elected to retain an independent proxy voting service (the "Service") to vote proxies with respect to its Clients. The Service votes proxies in accordance with guidelines (the "Proxy Guidelines") approved by SIMC's Proxy Voting Committee (the "Proxy Committee") with certain limited exceptions as outlined below. The Proxy Guidelines set forth the manner in which SIMC will vote, or the manner in which SIMC shall determine how to vote, with respect to matters that may come up for shareholder vote. The Service will review each matter on a case-by-case basis and, in most cases, vote the proxies in accordance with the Proxy Guidelines.

Prior to voting a proxy, the Service makes available to SIMC its recommendation on how to vote in light of the Proxy Guidelines. SIMC retains the authority to overrule the Service's recommendation in certain scenarios (as listed below) and instruct the Service to vote in a manner in variance with the Service's recommendation:

•  Requests by Sub-Advisers to Direct Proxy Votes. Sub-Advisers retained by SIMC to manage the Funds may contact SIMC with requests that SIMC direct a proxy vote in a particular solicitation which would differ from the Service's recommendation.

•  Recommendations by Engagement Vendor. In addition to retaining the Service, SIMC has also engaged a third party vendor to assist with engagement services (the "Engagement Service"). The Engagement Service strives to help investors manage reputational risk and increase corporate accountability through proactive, professional and constructive engagement. It does so by collaborating with investors, facilitating avenues of active ownership (including direct, constructive dialogue with companies) and


S-107


assisting with shareholder resolutions and proxy voting decisions. As a result of this process, the Engagement Service will at times provide SIMC with proxy voting recommendations that may conflict with the Proxy Guidelines.

•  Consideration of Supplemental Solicitation Materials Prior to Proxy Submission Deadline. In certain situations, SIMC may become aware (e.g., via the Service) that an issuer intends to file or has filed additional solicitation materials after SIMC has received the Service's voting recommendations but before the voting submission deadline. In such circumstances, the Proxy Committee will consider whether such materials would reasonably be expected to affect SIMC's voting determination. If the Proxy Committee determines that such materials may reasonably impact SIMC's voting determination, it shall convene to further consider such materials before voting proxies.

In all circumstances identified above, the Proxy Committee shall convene and adhere to the conflicts provisions of the Procedures. For any proposal where the Proxy Committee determines that SIMC does not have a material conflict of interest, the Proxy Committee may overrule the Service's recommendation if the Proxy Committee reasonably determines that doing so is in the best interest of the Clients. For any proposal where the Proxy Committee determines that SIMC has a material conflict of interest, SIMC must vote in accordance with the Service's recommendation unless it has first fully disclosed to each Client holding the security at issue the nature of the conflict and obtained each Client's consent as to how SIMC will vote on the proposal. If the Proxy Committee decides to overrule the Service's recommendation, the Proxy Committee shall maintain a written record setting forth the basis of its decision.

In some circumstances, SIMC may determine it is in the best interest of its Clients to abstain from voting certain proxies. These include (but are not necessarily limited to) the following circumstances:

•  Proxy Guidelines do not cover an issue;

•  The Service does not make a recommendation on the issue;

•  SIMC determines that the costs of voting exceed the expected benefits to Clients;

•  The accounts engage in securities lending;

•  The vote is subject to "share blocking," which requires investors who intend to vote to surrender the right to dispose of their shares until after the shareholder meeting, potentially creating liquidity issues; and

•  The Proxy Committee is unable to convene to determine whether the proposal would be in the Client's best interests.

With respect to proxies of an affiliated investment company or series thereof, SIMC will vote such proxies in the same proportion as the vote of all other shareholders of the investment company or series thereof (i.e., "echo vote" or "mirror vote").

With respect to proxies in foreign jurisdictions, certain countries or issuers may require SIMC to have a duly executed power of attorney in place with such country or issuer in order to vote a proxy. The Service may execute, on behalf of SIMC, power of attorney requirements in order to satisfy these requirements. Under circumstances where the issuer, not the jurisdiction, requires an issuer-specific, shareholder-specific or other limited power of attorney in order to vote a proxy, the Service will coordinate with SIMC in order to execute such power of attorney. In these instances, it may not be convenient or practicable to execute a power of attorney in sufficient time to vote proxies in that meeting, and SIMC may abstain from voting.

For each proxy, SIMC maintains all related records as required by applicable law. The Trust is required to file how all proxies were voted with respect to portfolio securities held by the Funds. A Client may obtain, without charge, a copy of SIMC's Procedures and Proxy Guidelines, or information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 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.


S-108


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 market value. All accrued interest and subscription of other rights that 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: (i) such securities are appropriate in the Fund at the time of the exchange; (ii) such securities are acquired for investment and not for resale; (iii) 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; (iv) 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 Board; and (v) 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, SIMC or the Funds' Sub-Advisers, the Distributor and/or the custodian are not open for business. Currently, the following holidays are observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Juneteenth National Independence 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 NAV 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 NAV 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 NAV, in which case NAV 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

The following is only a summary of certain additional U.S. federal income tax considerations generally affecting the Funds and their shareholders that is intended to supplement the discussion contained in the Prospectuses. No attempt is made to present a detailed explanation of the federal, state, local or foreign tax


S-109


treatment of the Funds or their shareholders, and the discussion here and in the Prospectuses is not intended to be a substitute for careful tax planning. You are urged to consult your own tax advisor.

This discussion of certain U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein.

Qualification as a Regulated Investment Company

Each Fund intends to qualify to be treated as a RIC as defined under Subchapter M of the Code. By following such policy, each Fund expects to eliminate or reduce to a nominal amount the federal taxes to which it may be subject. A Fund that qualifies as a RIC will generally not be subject to federal income taxes on the net investment income and net realized capital gains that the Fund timely distributes to its shareholders. The Board reserves the right not to maintain the qualification of each Fund as a RIC if it determines such course of action to be beneficial to shareholders.

If a Fund qualifies as a RIC, it will generally not be subject to federal income tax on that part of its net investment income and net realized capital gains that are timely distributed to shareholders. In order to qualify for treatment as a RIC, the Funds must distribute annually to their shareholders at least 90% of their net investment income (which, includes dividends, taxable interest, and the excess, if any, of net short-term capital gains over net long-term capital losses, less operating expenses) ("Distribution Requirement") and also must meet certain additional requirements. Among these requirements are the following: (i) at least 90% of each Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from an interest in a qualified publicly traded partnership (the "Qualifying Income Test"); (ii) at the close of each quarter of each Fund's taxable year: (A) 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 the Fund's total assets and that does not represent more than 10% of the outstanding voting securities of such issuer; and (B) not more than 25% of the value of its total assets may be invested, including through corporations in which a Fund owns a 20% or more voting stock interest, in securities (other than United States Government securities or the securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the "Asset Diversification Test").

If a Fund fails to satisfy the Qualifying Income Test or Asset Diversification Test in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where a Fund corrects the failure within a specified period of time. If a Fund fails to qualify as a RIC and these relief provisions are not available, such Fund will be subject to federal income tax at the regular corporate rate (currently 21%). In such an event, all distributions (including capital gains distributions) will be taxable as ordinary dividends to the extent of the Fund's current and accumulated earnings and profits, subject to the dividends-received deduction for corporate shareholders and (subject to certain limitations) the lower tax rates applicable to qualified dividend income distributed to individuals. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC.

Although the Funds intend to distribute substantially all of their net investment income and may distribute their capital gains for any taxable year, the Funds will be subject to federal income taxation to the extent any such income or gains are not distributed. Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules


S-110


for RICs described herein. Losses in one Fund do not offset gains in another and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

A Fund may elect to treat part or all of any "qualified late year loss" as if it had been incurred in the succeeding taxable year in determining such Fund's taxable income, net capital gain, net short-term capital gain and earnings and profits. The effect of this election is to treat any such "qualified late year loss" as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A "qualified late year loss" generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as "post-October losses"), and certain other late-year losses.

The treatment of capital loss carryovers for RICs is similar to the rules that apply to capital loss carryovers of individuals and provide that such losses are carried over by a Fund indefinitely. Thus, if a Fund has a "net capital loss" (that is capital losses in excess of capital gains) the excess of such Fund's net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund's next taxable year, and the excess (if any) of the Fund's net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. In addition, the carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined in the Code.

Federal Excise Tax

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 98.2% 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, but can make no assurances that such tax will be completely eliminated. A Fund may in certain circumstances be required to liquidate Fund investments in order to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of the Fund to satisfy the requirements for qualification as a RIC.

Distributions to Shareholders

Each Fund receives income generally in the form of dividends and interest on its investment. Each Fund's income (including short-term capital gain), less expenses incurred in the operation of such Fund, constitutes the Fund's net investment income from which dividends may be paid to you. Any distributions of dividends by a Fund will be taxable as ordinary income, whether you take them in cash or additional shares. All or a portion of such dividends may be treated as qualified dividend income (currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets)) to the extent that a Fund receives and reports such amounts as qualified dividend income. Qualified dividend income includes, in general, subject to certain requirements, dividend income from taxable U.S. corporations and certain foreign corporations (e.g., foreign corporations incorporated in possessions of the United States or in certain countries with comprehensive tax treaties with the United States and those corporations' whose stock is readily tradable on an established securities market in the United States). A dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the Fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the shares of the Fund become "ex-dividend" (which is the day on which declared distributions (dividends or capital gains) are deducted from each Fund's assets before it calculates the NAV) with respect to such dividend, (ii) each Fund has not satisfied similar holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder), (iii) the shareholder is under an obligation (whether pursuant


S-111


to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iv) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Code. Therefore, if you lend your shares in a Fund, such as pursuant to a securities lending arrangement, you may lose the ability to treat dividends (paid while the shares are held by the borrower) as qualified dividend income. Distributions received by a Fund from an underlying fund that is taxable as a RIC will be treated as qualified dividend income only to the extent so designated by such RIC. Certain investment strategies of the Funds may limit their ability to make distributions that are eligible for the lower tax rates applicable to qualified dividend income.

Because the Funds' income is derived primarily from investments in foreign rather than domestic U.S. securities, their distributions are generally not expected to be eligible for the dividends received deduction for corporate shareholders.

A RIC that receives business interest income may pass through its net business interest income for purposes of the tax rules applicable to the interest expense limitations under Section 163(j) of the Code. A RIC's total "Section 163(j) Interest Dividend" for a tax year is limited to the excess of the RIC's business interest income over the sum of its business interest expense and its other deductions properly allocable to its business interest income. A RIC may, in its discretion, designate all or a portion of ordinary dividends as Section 163(j) Interest Dividends, which would allow the recipient shareholder to treat the designated portion of such dividends as interest income for purposes of determining such shareholder's interest expense deduction limitation under Section 163(j). This can potentially increase the amount of a shareholder's interest expense deductible under Section 163(j). In general, to be eligible to treat a Section 163(j) Interest Dividend as interest income, you must have held your shares in a Fund for more than 180 days during the 361-day period beginning on the date that is 180 days before the date on which the share becomes ex-dividend with respect to such dividend. Section 163(j) Interest Dividends, if so designated by a Fund, will be reported to your financial intermediary or otherwise in accordance with the requirements specified by the IRS.

A Fund may derive capital gains and losses in connection with sale or other dispositions of its portfolio securities. Distributions by the Fund of their net short-term capital gains will be taxable to you as ordinary income. Capital gain distributions consisting of a Fund's net capital gains will be taxable to you at long-term capital gains rates, regardless of how long you have held your shares in a Fund. Long-term capital gains are currently taxed at a maximum rate of 20%. Distributions from capital gains are generally made after applying any available capital loss carryforwards.

To the extent that a Fund makes a distribution of income received by such Fund in lieu of dividends (a "substitute payment") with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.

A dividend or distribution received shortly after the purchase of shares reduces the net asset value of the shares by the amount of the dividend or distribution and, although in effect a return of capital, will be taxable to the shareholder. If the net asset value of shares were reduced below the shareholder's cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions would be a return of investment though taxable to the shareholder in the same manner as other dividends or distributions.

If a Fund's distributions exceed its current accumulated earnings and profits for the 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 a 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.

Each Fund's shareholders will be notified annually by the Fund (or its administrative agent) as to the federal tax status of all distributions made by the Fund.

Dividends declared to shareholders of record in October, November or December and actually paid in January of the following year will be treated as having been received by shareholders on December 31 of the


S-112


calendar year in which declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions actually received in January of the following year.

Sale, Exchange or Redemption of Shares

Sales and redemptions of Fund shares may be taxable transactions for federal and state income tax purposes. Any gain or loss recognized on a sale or redemption of shares of a Fund by a shareholder who holds Fund shares as a capital asset 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 a Fund's shares will be disallowed to the extent that you buy other shares in such Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy. For tax purposes, an exchange of your Fund shares for shares of a different fund is the same as a sale. If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares acquired.

Each Fund (or their administrative agents) must report to the IRS and furnish to Fund shareholders the cost basis information for Fund shares. In addition to the requirement to report the gross proceeds from the sale of Fund shares, each Fund (or its administrative agent) is also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of Fund shares, each Fund will permit its shareholders to elect from among several IRS-accepted cost basis methods, including the average cost basis method. In the absence of an election, each Fund will use the average cost basis method as its default cost basis method. The cost basis method elected by shareholders (or the cost basis method applied by default) for each sale of a Fund's shares may not be changed after the settlement date of each such sale of a Fund's shares. If your shares are held in a brokerage account, your broker may use a different method and you should contact your broker to determine which method it will use. Fund shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

Net Investment Income Tax

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their "net investment income," including interest, dividends and capital gains (including capital gains realized on the sale or exchange of shares of 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 intends to, file an election with the IRS that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Fund. Pursuant to the election, a Fund will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder's federal income tax. If a Fund


S-113


makes the election, it will report annually to its shareholders the respective amounts per share of a Fund's income from sources within, and taxes paid to, foreign countries and United States possessions. If a Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by the Fund.

A shareholder's ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by a Fund. Under certain circumstances, if a Fund receives a refund of foreign taxes paid in respect of a prior year, the value of Fund shares could be affected or any foreign tax credits or deductions passed through to shareholders in respect of the Fund's foreign taxes for the current year could be reduced.

Tax Treatment of Complex Securities

Each Fund may invest in complex securities. These investments may be subject to numerous special and complex provisions of the Code that, among other things, may affect a Fund's ability to qualify as a RIC, affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund and/or defer the Fund's ability to recognize losses, and in limited cases, subject to the Fund to U.S. federal income tax on income from certain of its foreign securities. These rules could affect the amount, timing or character of the income distributed to shareholders.

A Fund's transactions in foreign currencies and forward foreign currency contracts will generally be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Funds (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out), which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements and for avoiding the excise tax discussed above. The Funds intend to monitor their transactions, intend to make the appropriate tax elections and intend to make the appropriate entries in their books and records when they acquire any foreign currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of a Fund as a RIC and minimize the imposition of income and excise taxes. Accordingly, a Fund may be required to liquidate its investments at a time when the Adviser might not otherwise have chosen to do so.

If a Fund owns shares in certain foreign investment entities, referred to as "passive foreign investment companies" or "PFICs," such Fund will be subject to one of the following special tax regimes: (i) the Fund is liable for U.S. federal income tax, and an additional interest charge, on a portion of any "excess distribution" from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the Fund as a dividend to its shareholders; (ii) if the Fund were able and elected to treat a PFIC as a "qualifying electing fund" or "QEF," the Fund would be required each year to include in income, and distribute to shareholders in accordance with the Distribution Requirements set forth above, the Fund's pro rata share of the ordinary earnings and net capital gains of the PFIC, whether or not such earnings or gains are distributed to the Fund; or (iii) the Fund may be entitled to mark-to-market annually shares of the PFIC and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above. A Fund may have to distribute to its shareholders certain "phantom" income and gain such Fund accrues with respect to its investment in a PFIC in order to satisfy the distribution


S-114


requirement and to avoid imposition of the 4% excise tax described above. The Funds intend to make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules. Amounts included in income each year by a Fund arising from a QEF election will be "qualifying income" under the Qualifying Income Test (as described above) even if not distributed to a Fund, if the Fund derives such income from its business of investing in stock, securities or currencies.

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 a Fund. These complex tax rules could also 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 a Fund's ability to recognize losses. Income from foreign currencies and income from transactions in certain forward contracts that are directly related to a Fund's business of investing in securities or foreign currencies are likely to qualify for purposes of the Qualifying Income Test.

With respect to investments in STRIPS, TRs, TIGRs, LYONs, CATS and other zero coupon securities that 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 a Fund has not received any interest payments on such obligations during that period. Because each Fund intends to distribute 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 SIMC or the Funds' Sub-Advisers would not have chosen to sell such securities and which may result in taxable gain or loss.

Any market discount recognized on a bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if issued with original issue discount. Absent an election by a Fund to include the market discount in income as it accrues, gain on such Fund's disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

A Fund may invest in inflation-linked debt securities. Any increase in the principal amount of an inflation-linked debt security will be original interest discount, which is taxable as ordinary income and is required to be distributed, even though the Fund will not receive the principal, including any increase thereto, until maturity. As noted above, if a Fund invests in such securities it may be required to liquidate other investments, including at times when it is not advantageous to do so, in order to satisfy its distribution requirements and to eliminate any possible taxation at the Fund level.

Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures and options contracts subject to section 1256 of the Code ("Section 1256 Contracts") as of the end of the year as well as those actually realized during the year. Gain or loss from Section 1256 Contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on Section 1256 Contracts to the extent of any unrecognized gains on offsetting positions held by the Fund. Net gain realized from the closing out of certain futures or options contracts may be considered gain from the sale of securities and therefore will be qualifying income for purposes of the Qualifying Income Test. Each Fund intends to distribute to shareholders at least annually any net capital gains that have been recognized for federal income tax purposes, including unrealized gains at the end of the Funds' fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized on each Fund's other investments and shareholders are advised on the nature of the distributions.

In addition, the Funds may invest in certain exchange-traded products, which may not produce qualifying income for purposes of the Qualifying Income Test. The Funds intend to monitor such investments to ensure that any non-qualifying income does not exceed permissible limits, but the Funds may not be able to accurately predict the non-qualifying income from these investments.


S-115


Certain Foreign Currency Tax Issues

As described above, gains from the sale or other disposition of foreign currencies and other income (including, but not limited to, gains from options, futures or forward contracts) derived from investing in stock, securities or foreign currencies generally are included as qualifying income in applying the Qualifying Income Test. It should be noted, however, that for purposes of the Qualifying Income Test, the Secretary of the Treasury is authorized to issue regulations that would exclude from qualifying income foreign currency gains that are not directly related to the RIC's principal business of investing in stock or securities (or options and futures with respect to stock or securities). No regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. It is possible that under such future regulations a Fund may no longer satisfy the Qualifying Income Test and might fail to qualify as a RIC.

It is also possible that a Fund's strategy of investing in foreign currency-related financial instruments might cause the Funds to fail to satisfy the Asset Diversification Test, resulting in their failure to qualify as a RIC. Failure of the Asset Diversification Test might result from a determination by the IRS that financial instruments in which the Funds invest are not securities. Moreover, even if the financial instruments are treated as securities, a determination by the IRS regarding the identity of the issuers of the securities or the fair market values of the securities that differs from the determinations made by the Funds could result in the failure by the Funds to diversify their investments in a manner necessary to satisfy the Asset Diversification Test. It is also currently unclear who will be treated as the issuer of a foreign currency instrument for purposes of the Asset Diversification Test.

Backup Withholding

A Fund will be required in certain cases to withhold at a 24% rate and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who: (i) has provided a Fund either an incorrect tax identification number or no number at all; (ii) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends; (iii) has failed to certify to a Fund that such shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).

Non-U.S. Investors

Non-U.S. investors in a Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in a Fund. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain circumstances, report all or a portion of a dividend as an "interest-related dividend" or a "short-term capital gain dividend," which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition of shares of the Fund generally are not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year. Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

Under legislation generally known as "FATCA" (the Foreign Account Tax Compliance Act), a Fund is required to withhold 30% of certain ordinary dividends it pays to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. person that timely provides the certifications required by a fund or its agent on a valid IRS Form W-9 or applicable series of IRS Form W-8, respectively. Shareholders potentially subject to withholding


S-116


include foreign financial institutions ("FFIs"), such as non-U.S. investment funds, and non-financial foreign entities ("NFFEs"). To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to a Fund or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

A non-U.S. entity that invests in a Fund will need to provide such Fund with documentation properly certifying the entity's status under FATCA in order to avoid FATCA withholding. Non-U.S. investors in the Funds should consult their tax advisors in this regard.

Tax Shelter Reporting Regulations

Under U.S. Treasury regulations, generally if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as a Fund are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Tax-Exempt Shareholders

Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income ("UBTI"). Under the Code, tax-exempt entities are not permitted to offset losses from one trade or business against the income or gain of another trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Under current law, the Funds serve to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of an investment in a Fund where, for example: (i) the Fund invests in residual interests of REMICs; (ii) the Fund invests in a REIT that is a taxable mortgage pool ("TMP") or that has a subsidiary that is TMP or that invests in the residual interest of a REMIC; or (iii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult their tax advisors regarding these issues.

The Funds' shares held in a tax-qualified retirement account will generally not be subject to federal taxation on income and capital gains distributions from a Fund until a shareholder begins receiving payments from their retirement account. Because each shareholder's tax situation is different, shareholders should consult their tax advisor about the tax implications of an investment in the Funds.

State Taxes

It is expected that the Funds will not be liable for any corporate excise, income or franchise tax in Massachusetts if they qualify 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 a Fund pays to you, which are derived from interest on direct obligations of the U.S. Government. Some states have minimum


S-117


investment requirements for this tax-free status that must be met by a Fund. Investments in GNMA or Fannie Mae securities, bankers' acceptances, commercial paper and repurchase requirements collateralized by U.S. Government securities do not generally qualify for state tax-free treatment. The rules or exclusion of this income are different for corporate shareholders. Depending upon state and local law, distributions by a Fund to shareholders and the ownership of shares may be subject to state and local taxes.

PORTFOLIO TRANSACTIONS

Brokerage Transactions. Generally, equity securities are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealer's mark-up or reflect a dealer's mark-down. Money market securities and other debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Funds will not pay brokerage commissions for such purchases. When a debt security is bought from an underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly include the dealer's mark-up or reflect a dealer's mark-down. When a Fund executes transactions in the over-the-counter market, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.

Brokerage Selection. 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, SIMC and the Funds' Sub-Advisers are responsible for placing orders to execute Fund transactions. In placing brokerage orders, it is the Trust's policy to seek to obtain the best net results taking into account such factors as price (including the 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 SIMC and the Sub-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, SIMC or a Sub-Adviser, as applicable, may cause the Trust to select a broker based upon brokerage or research services provided to SIMC or a Sub-Adviser. SIMC or a Sub-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 1934 Act ("Section 28(e)") permits SIMC or a Sub-Adviser, 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: (i) 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; (ii) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and (iii) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody). In the case of research services, SIMC and the Sub-Advisers believe that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Funds. In addition to agency transactions, SIMC or a Sub-Adviser may receive brokerage and research services in connection with certain riskless principal transactions, in accordance with applicable SEC guidance.

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 that assist in the valuation and pricing of investments. Examples of research-oriented services for which SIMC or a Sub-Adviser might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of


S-118


securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. SIMC or a Sub-Adviser 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 SIMC or a Sub-Adviser will be in addition to and not in lieu of the services required to be performed by SIMC or a Sub-Adviser under their Investment Advisory Agreements. Any advisory or other fees paid to SIMC or a Sub-Adviser are not reduced as a result of the receipt of research services.

In some cases SIMC or a Sub-Adviser may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, SIMC or a Sub-Adviser, as applicable, 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 SIMC or a Sub-Adviser will use their own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, SIMC and the Sub-Advisers face a potential conflict of interest, but SIMC and the Sub-Advisers believe that their respective allocation procedures are reasonably designed to ensure that they appropriately allocate the anticipated use of such services to their research and non-research uses.

From time to time, the Funds 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 SIMC or a Sub-Adviser with research services. The Financial Industry Regulatory Authority has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

The research services received from a broker-dealer may be complicated by MiFID II, which places restrictions on the receipt of research services by EU authorized investment firms and certain affiliated US asset managers.

SIMC also from time to time executes trades with the Distributor, acting as introducing broker, in connection with the transition of the securities and other assets included in a Fund's portfolio when there is a change in sub-advisers in the Fund or a reallocation of assets among the Fund's Sub-Advisers. An unaffiliated third-party broker selected by SIMC or the relevant Sub-Adviser provides execution and clearing services with respect to such trades and is compensated for such services out of the commission paid to the Distributor on the trades. All such transactions effected using the Distributor as introducing broker 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 Fund transactions through affiliated brokers.

The Funds do not direct brokerage to brokers in recognition of, or as compensation for, the promotion or sale of Fund shares.

For the fiscal years ended September 30, 2020, 2021 and 2022, the Funds paid the following brokerage fees:

    Total $ Amount
of Brokerage
Commissions
Paid
(000)
  Total $ Amount
of Brokerage
Commissions
Paid to
Affiliated Brokers
(000)
  % of Total
Brokerage
Commissions
Paid to
Affiliated
Brokers
  % of Total
Brokerage
Transactions
Effected Through
Affiliated Brokers
 

Fund

 

2020

 

2021

 

2022

 

2020

 

2021

 

2022

 

2022

 

2022

 
International Equity Fund  

$

3,789

   

$

3,881

   

$

3,326

   

$

188

   

$

325

   

$

260

     

7.81

%

   

11

%

 
Emerging Markets Equity
Fund
 

$

2,410

   

$

2,836

   

$

2,055

   

$

129

   

$

160

   

$

0

     

0

%

   

0

%

 
International Fixed Income
Fund
 

$

41

   

$

30

   

$

40

   

$

0

   

$

0

   

$

0

     

0

%

   

0

%

 
Emerging Markets Debt
Fund
 

$

8

   

$

14

   

$

17

   

$

0

   

$

0

   

$

0

     

0

%

   

0

%

 


S-119


The portfolio turnover rates for the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds for the fiscal years ended September 30, 2021 and 2022 were as follows:

   

Turnover Rate

 

Fund

 

2021

 

2022

 
International Equity Fund    

105

%

   

108

%

 
Emerging Markets Equity Fund    

100

%

   

93

%

 
International Fixed Income Fund    

65

%

   

47

%

 
Emerging Markets Debt Fund    

91

%

   

88

%

 

The Trust is required to identify any securities of its "regular broker dealers" (as such term is defined in the 1940 Act) that the Trust has acquired during its most recent fiscal year. As of September 30, 2022, the Trust held securities from the following issuers:

Fund

 

Type of Security

 

Name of Issuer

 

Amount (000)

 

International Equity Fund

 

Fixed Income

 

GOLDMAN, SACHS & CO.

 

$

416

   
   

Fixed Income

 

UBS INTERNATIONAL INC.

 

$

177

   

Emerging Markets Equity Fund

 

Fixed Income

 

ANI-BTG PACTUAL

 

$

3,879

   
   

Fixed Income

 

CLSA LTD

 

$

3,382

   
   

Fixed Income

 

CITIGROUP GLOBAL MARKETS

 

$

1,467

   
   

Fixed Income

 

GOLDMAN, SACHS & CO.

 

$

1,009

   
   

Fixed Income

 

ITGI

 

$

947

   

International Fixed Income Fund

 

Fixed Income

 

MITSUBISHI SEC

 

$

86,256

   
   

Fixed Income

  CITIC SECURITIES BROKERAGE (HK)
LIMITED
 

$

76,759

   
   

Fixed Income

 

JPM CHASE

 

$

49,096

   
   

Fixed Income

 

CITIGROUP

 

$

44,316

   
   

Fixed Income

 

NOMURA

 

$

44,098

   

Emerging Markets Debt Fund

 

Fixed Income

 

CITIGROUP GLOBAL MARKETS

 

$

234,133

   
   

Fixed Income

 

HSBC

 

$

228,257

   
   

Fixed Income

 

JPM CHASE

 

$

166,372

   
   

Fixed Income

 

GOLDMAN SACHS & CO.

 

$

156,313

   
   

Fixed Income

 

JEFFERIES LLC

 

$

124,826

   

Brokerage with Fund Affiliates. It is expected that certain of the Funds may execute brokerage or other agency transactions through the Distributor, a registered broker-dealer, for a commission, in conformity with the 1940 Act, the 1934 Act and rules, or any orders of the SEC. These provisions require that commissions paid to the Distributor by the Trust for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts that are "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." In addition, the Funds may direct commission business to one or more designated broker-dealers, including the Distributor, in connection with payment of certain of the Funds' expenses by such broker-dealers. The Trustees, including those who are not "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the Distributor and will review these procedures periodically. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations or any orders of the SEC.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

The Funds' portfolio holdings can be obtained on the Internet at the following address: http://www.seic.com/holdings (the "Portfolio Holdings Website"). The Board has approved a policy that provides that portfolio holdings may not be made available to any third party until after such information has been


S-120


posted on the Portfolio Holdings Website, with limited exceptions noted below. This policy seeks to ensure that the disclosure of information regarding the Funds' portfolio securities is in the best interests of Fund shareholders, and includes procedures to address conflicts of interest.

Five calendar days after each month end, 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 fifth calendar day of the thirteenth 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 fund reporting services (e.g., Lipper, Broadridge or Morningstar) for a legitimate business purpose, but will be delivered no earlier than the date such information is posted on the Portfolio Holdings Website, unless the reporting service executes a confidentiality agreement with the Trust that is satisfactory to the Trust's officers and that provides that the reporting service will not trade on the information.

Portfolio holdings information may also be provided at any time and as frequently as daily to the Funds' Trustees, SIMC, the Sub-Advisers, the Distributor, the Administrator and certain other service providers, as well as additional contractors and vendors that may include, but are not limited to: the custodian and sub-custodian, the transfer agent, attorneys, independent auditors, securities lending agents, tax filing and reclamation vendors, class-action monitoring and filing vendors, printing and filing vendors, proxy vendors and providers of portfolio monitoring and analytical tools. Service providers will be subject to a duty of confidentiality with respect to any portfolio holdings information, whether imposed by a confidentiality agreement, the provisions of the service provider's contract with the Trust, or by the nature of its relationship with the Trust, and such service providers will be prohibited from trading on the information.

Portfolio holdings of a Fund may also be provided to a prospective service provider for that Fund, so long as the prospective service provider executes a confidentiality agreement with the Fund in such form as deemed acceptable by an officer of the Fund. Additionally, a Sub-Adviser may provide portfolio holdings information to third-party service providers in connection with its duties as a Sub-Adviser, provided that the Sub-Adviser is responsible for such third-party's confidential treatment of such data. The Sub-Adviser is also obligated, pursuant to its fiduciary duty to the relevant Fund, to ensure that any third-party service provider will keep the information confidential and has a duty not to trade on any portfolio holdings information it receives other than subject to the Sub-Adviser's instruction.

The Board exercises on-going oversight of the disclosure of Fund portfolio holdings by overseeing the implementation of the Funds' policies and procedures by the CCO.

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

The Trust files a complete schedule of the Funds' investments within 60 days after the end of each fiscal quarter pursuant to Form N-PORT and/or as part of the Funds' annual or semi-annual shareholder report.

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.


S-121


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 duties.

CODES OF ETHICS

The Board has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, SIMC, the Sub-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 of Ethics 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 at most Sub-Advisers are permitted to engage in personal securities transactions, including securities that may be purchased or held by the Funds 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. Access persons at certain Sub-Advisers may be prohibited from engaging in personal securities transactions entirely. Copies of these Codes of Ethics are on file with the SEC and are available to the public.

VOTING

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

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

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders incurring financial loss for that reason appears remote because the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholders held personally liable for the obligations of the Trust.


S-122


CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 4, 2023, 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 a Fund. 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. Shareholders controlling the Fund could have the ability to vote a majority of the shares of the Fund on any matter requiring the approval of shareholders of the Fund. 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.

Name and Address

 

Number of Shares

 

Percent of Fund/Class

 

International Equity Fund—Class F Shares

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  298,097,502.500
  86.26

%

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  25,984,914.308
  7.52

%

 

Emerging Markets Equity Fund—Class F Shares

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  99,012,663.206
  75.76

%

 
SEI Private Trust Company
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  14,974,629.544
  11.46

%

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  9,955,974.278
  7.62

%

 

Emerging Markets Debt Fund—Class F Shares

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  121,105,174.845
  86.25

%

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  14,130,243.172
  10.06

%

 


S-123


Name and Address

 

Number of Shares

 

Percent of Fund/Class

 

International Fixed Income Fund—Class F Shares

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  43,320,698.798
  91.08

%

 
SEI Private Trust Company
c/o GWP US Advisors   
One Freedom Valley Drive,   
Oaks, Pennsylvania 19456-9989
  3,205,325.965
  6.74

%

 

International Fixed Income Fund—Class Y Shares

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  7,819,484.013
  96.37

%

 

International Equity Fund—Class I Shares

 
FBO PLIC Various Retirement Plans Omnibus
DCGT AS TTEE and/or CUST   
Attn: NPIO Trade Desk   
711 High Street   
Des Moines, IA 50382-0001
  41,959.665
  47.79

%

 
Maril & Co. FBO JH
c/o Reliance Trust Company   
Attn: MF   
4900 W. Brown Deer Rd.   
Milwaukee, WI 53223-2422
  43,040.943
  49.02

%

 

International Equity Fund—Class Y Shares

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  16,574,712.428
  47.14

%

 
Charles Schwab & Co Inc Special
Custody A/C FBO Customers   
Attn: Mutual Funds   
211 Main Street   
San Francisco, CA 94105-1905
  5,267,751.239
  14.98

%

 
SEI Asset Allocation Trust
Aggressive Strategy Fund   
One Freedom Valley Drive   
Oaks, PA 19456-9989
  2,345,873.256
  6.67

%

 


S-124


Name and Address

 

Number of Shares

 

Percent of Fund/Class

 
SEI Asset Allocation Trust
Market Growth Strategy Fund   
One Freedom Valley Drive   
Oaks, PA 19456-9989
  1,878,294.492
  5.34

%

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  1,891,257.057
  5.38

%

 
SEI Asset Allocation Trust
Tax-Managed Market Growth Strategy Fund   
One Freedom Valley Drive   
Oaks, PA 19456-9989
  1,803,536.755
  5.13

%

 

Emerging Markets Equity Fund—Class Y Shares

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  8,020,959.138
  59.95

%

 
Charles Schwab & Co Inc
Special Custody A/C FBO Customers   
Attn: Mutual Funds   
211 Main Street   
San Francisco, CA 94105-1905
  1,924,291.790
  14.38

%

 
SEI Asset Allocation Trust
Aggressive Strategy Fund   
One Freedom Valley Drive   
Oaks, PA 19456-9989
  779,692.509
  5.83

%

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  883,176.178
  6.60

%

 

Emerging Markets Debt Fund—Class Y Shares

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  7,344,869.945
  57.73

%

 
SEI Asset Allocation Trust
Aggressive Strategy Fund   
One Freedom Valley Drive   
Oaks, PA 19456-9989
  844,991.866
  6.64

%

 


S-125


Name and Address

 

Number of Shares

 

Percent of Fund/Class

 
SEI Asset Allocation Trust
Market Growth Strategy Fund   
One Freedom Valley Drive   
Oaks, PA 19456-9989
  791,457.042
  6.22

%

 
SEI Private Trust Company
c/o GWS US Advisors Y Shares   
One Freedom Valley Drive,   
Oaks, PA 19456-9989
  1,062,831.996
  8.35

%

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP, located at 1601 Market Street, Philadelphia, Pennsylvania 19103, serves as the Trust's independent registered public accounting firm.

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. U.S. Bank National Association, 425 Walnut Street, Cincinnati, Ohio 45202, acts as wire agent of the Trust's assets.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, located at 1701 Market Street, Philadelphia, Pennsylvania 19103, serves as counsel to the Trust.


S-126


APPENDIX A
DESCRIPTION OF RATINGS

Description of Ratings

The following descriptions of securities ratings have been published by Moody's Investors Services, Inc. ("Moody's"), S&P Global Ratings ("S&P"), and Fitch Ratings ("Fitch"), respectively.

Description of Moody's Global Ratings

Ratings assigned on Moody's global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of eleven months or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.

Description of Moody's Global Long-Term Ratings

Aaa  Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa  Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A  Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.

Baa  Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba  Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B  Obligations rated B are considered speculative and are subject to high credit risk.

Caa  Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca  Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C  Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Hybrid Indicator (hyb)

The hybrid indicator (hyb) is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.


A-1


Description of Moody's Global Short-Term Ratings

P-1  Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2  Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3  Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP  Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Description of Moody's U.S. Municipal Short-Term Obligation Ratings

The Municipal Investment Grade ("MIG") scale is used to rate U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically mature in three years or less. Under certain circumstances, the MIG scale is used to rate bond anticipation notes with maturities of up to five years.

Moody's U.S. municipal short-term obligation ratings are as follows:

MIG 1  This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2  This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3  This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG  This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Description of Moody's Demand Obligation Ratings

In the case of variable rate demand obligations ("VRDOs"), Moody's assigns both a long-term rating and a short-term payment obligation rating. The long-term rating addresses the issuer's ability to meet scheduled principal and interest payments. The short-term payment obligation rating addresses the ability of the issuer or the liquidity provider to meet any purchase price payment obligation resulting from optional tenders ("on demand") and/or mandatory tenders of the VRDO. The short-term payment obligation rating uses the Variable Municipal Investment Grade ("VMIG") scale. VMIG ratings with liquidity support use as an input the short-term counterparty risk assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings with conditional liquidity support differ from transitions of Prime ratings reflecting the risk that external liquidity support will terminate if the issuer's long-term rating drops below investment grade. For VRDOs, Moody's typically assigns a VMIG rating if the frequency of the payment obligation is less than every three years. If the frequency of the payment obligation is less than three years, but the obligation is payable only with remarketing proceeds, the VMIG short-term rating is not assigned and it is denoted as "NR".

Moody's demand obligation ratings are as follows:

VMIG 1  This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.

VMIG 2  This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.


A-2


VMIG 3  This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.

SG  This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections.

Description of S&P's Issue Credit Ratings

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P's view of the obligor's capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term issue credit ratings are generally assigned to those obligations considered short-term in the relevant market, typically with an original maturity of no more than 365 days. Short-term issue credit ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. S&P would typically assign a long-term issue credit rating to an obligation with an original maturity of greater than 365 days. However, the ratings S&P assigns to certain instruments may diverge from these guidelines based on market practices. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based, in varying degrees, on S&P's analysis of the following considerations:

•  The likelihood of payment—the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation;

•  The nature and provisions of the financial obligation, and the promise S&P imputes; and

•  The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

NR indicates that a rating has not been assigned or is no longer assigned.

Description of S&P's Long-Term Issue Credit Ratings*

AAA  An obligation rated 'AAA' has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitments on the obligation is extremely strong.

AA  An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitments on the obligation is very strong.

A  An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong.


A-3


BBB  An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation.

BB; B; CCC;   Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative
CC; and C  characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.

BB  An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor's inadequate capacity to meet its financial commitments on the obligation.

B  An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitments on the obligation.

CCC  An obligation rated 'CCC' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

CC  An obligation rated 'CC' is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

C  An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.

D  An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to 'D' if it is subject to a distressed debt restructuring.

*Ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.

Description of S&P's Short-Term Issue Credit Ratings

A-1  A short-term obligation rated 'A-1' is rated in the highest category by S&P. The obligor's capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments on these obligations is extremely strong.

A-2  A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitments on the obligation is satisfactory.


A-4


A-3  A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor's capacity to meet its financial commitments on the obligation.

B  A short-term obligation rated 'B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor's inadequate capacity to meet its financial commitments.

C  A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.

D  A short-term obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to 'D' if it is subject to a distressed debt restructuring.

Description of S&P's Municipal Short-Term Note Ratings

An S&P U.S. municipal note rating reflects S&P's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P's analysis will review the following considerations:

•  Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

•  Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

S&P's municipal short-term note ratings are as follows:

SP-1  Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2  Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3  Speculative capacity to pay principal and interest.

D  'D' is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.

Description of Fitch's Credit Ratings

Fitch's credit ratings relating to issuers are an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings relating to securities and obligations of an issuer can include a recovery expectation. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested.


A-5


Fitch's credit rating scale for issuers and issues is expressed using the categories 'AAA' to 'BBB' (investment grade) and 'BB' to 'D' (speculative grade) with an additional +/- for AA through CCC levels indicating relative differences of probability of default or recovery for issues. The terms "investment grade" and "speculative grade" are market conventions and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories signal either a higher level of credit risk or that a default has already occurred.

Fitch may also disclose issues relating to a rated issuer that are not and have not been rated. Such issues are also denoted as 'NR' on its web page.

Fitch's credit ratings do not directly address any risk other than credit risk. Credit ratings do not deal with the risk of market value loss due to changes in interest rates, liquidity and/or other market considerations. However, market risk may be considered to the extent that it influences the ability of an issuer to pay or refinance a financial commitment.

Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of payments linked to performance of an index).

In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instrument's documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation's documentation).

Description of Fitch's Long-Term Corporate Finance Obligations Ratings

AAA  Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA  Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A  High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB  Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

BB  Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B  Highly speculative. 'B' ratings indicate that material credit risk is present.

CCC  Substantial credit risk. 'CCC' ratings indicate that substantial credit risk is present.

CC  Very high levels of credit risk. 'CC' ratings indicate very high levels of credit risk.

C  Exceptionally high levels of credit risk. 'C' ratings indicate exceptionally high levels of credit risk.

Ratings in the categories of 'CCC', 'CC' and 'C' can also relate to obligations or issuers that are in default. In this case, the rating does not opine on default risk but reflects the recovery expectation only.


A-6


Defaulted obligations typically are not assigned 'RD' or 'D' ratings, but are instead rated in the 'CCC' to 'C' rating categories, depending on their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

Description of Fitch's Short-Term Ratings

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention (a long-term rating can also be used to rate an issue with short maturity). Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.

Fitch's short-term ratings are as follows:

F1  Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2  Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F3  Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B  Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C  High short-term default risk. Default is a real possibility.

RD  Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.

D  Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.


A-7


 

PART C. OTHER INFORMATION

 

Item 28. Exhibits:

 

(a) Amended and Restated Agreement and Declaration of Trust, dated March 30, 2016

 

(b) Amended and Restated By-Laws, dated September 13, 2011

 

(c) Not Applicable

 

(d)(1) Investment Advisory Agreement, dated December 16, 1994 (restated as of December 17, 2002), between the Registrant and SEI Investments Management Corporation (“SIMC”)

 

(d)(2) Amended and Restated Schedule, dated September 17, 2009, to the Investment Advisory Agreement, dated December 16, 1994 (restated as of December 17, 2002), between the Registrant and SIMC with respect to the Emerging Markets Equity, International Equity, Emerging Markets Debt and International Fixed Income Funds

 

(d)(3) Investment Sub-Advisory Agreement, dated April 2, 2009, between SIMC and Acadian Asset Management LLC with respect to the International Equity Fund

 

(d)(4) Amendment, dated January 6, 2012, to the Investment Sub-Advisory Agreement, dated April 2, 2009, between SIMC and Acadian Asset Management LLC

 

(d)(5) Amended Schedule B, as last revised September 15, 2015, to the Investment Sub- Advisory Agreement, dated April 2, 2009, between SIMC and Acadian Asset Management with respect to the International Equity Fund

 

(d)(6) Investment Sub-Advisory Agreement, dated November 13, 2019, between SIMC and AllianceBernstein L.P. with respect to the International Fixed Income Fund

 

(d)(7) Investment Sub-Advisory Agreement, dated September 28, 2010, between SIMC and Causeway Capital Management LLC with respect to the International Equity Fund

 

(d)(8) Amended Schedule B, as last revised September 16, 2013, to the Investment Sub-Advisory Agreement, dated September 28, 2010, between SIMC and Causeway Capital Management LLC

 

(d)(9) Investment Sub-Advisory Agreement, dated September, 12, 2017, between SIMC and Colchester Global Investors Limited with respect to the International Fixed Income Fund

 

(d)(10) Amended Schedules A and B, as last revised September 20, 2018, to the Investment Sub-Advisory Agreement, dated September, 12, 2017, between SIMC and Colchester Global Investors Limited with respect to the International Fixed Income and Emerging Markets Debt Funds

 

(d)(11) Investment Sub-Advisory Agreement, dated December 18, 2020, between SIMC and Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust with respect to the International Equity Fund

1

 

(d)(12) Investment Sub-Advisory Delegation Agreement, dated September 16, 2021, between SIMC, Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust and Macquarie Investment Management Global Limited with respect to the International Equity Fund

 

(d)(13) Investment Sub-Advisory Agreement, dated January 23, 2023, between SIMC and JOHCM (USA) Inc. with respect to the Emerging Markets Equity and International Equity Funds (filed herewith)

 

(d)(14) Investment Sub-Advisory Agreement, dated June 22, 2016, between SIMC and KBI Global Investors (North America) Ltd. with respect to the Emerging Markets Equity Fund

 

(d)(15) Investment Sub-Advisory Agreement, dated December 13, 2022, between SIMC and Lazard Asset Management LLC with respect to the International Equity Fund (filed herewith)

 

(d)(16) Investment Sub-Advisory Agreement, dated September 13, 2018, between SIMC and Marathon Asset Management, L.P. with respect to the Emerging Markets Debt Fund

 

(d)(17) Investment Sub-Advisory Agreement, dated December 12, 2013, between SIMC and Neuberger Berman Investment Advisers LLC (f/k/a Neuberger Berman Fixed Income) with respect to the Emerging Markets Debt Fund

 

(d)(18) Amendment, dated January 1, 2016, to the Investment Sub-Advisory Agreement, dated December 12, 2013, with Amended Schedule A, dated January 1, 2016, between SIMC and Neuberger Berman Investment Advisers LLC with respect to the Emerging Markets Debt and Emerging Markets Equity Funds

 

(d)(19) Amended Schedule B, as last revised November 1, 2018, to the Investment Sub-Advisory Agreement, dated December 12, 2013, between SIMC and Neuberger Berman Investment Advisers LLC with respect to the Emerging Markets Debt Fund

 

(d)(20) Investment Sub-Advisory Agreement, dated April 1, 2022, between SIMC and Ninety One UK Ltd., with respect to the Emerging Markets Debt Fund (filed herewith)

 

(d)(21) Investment Sub-Advisory Agreement, dated June 22, 2022, between SIMC and Pzena Investment Management, LLC, with respect to the International Equity Fund (filed herewith)

 

(d)(22) Investment Sub-Advisory Agreement, dated December 5, 2018, between SIMC and Qtron Investments LLC with respect to the Emerging Markets Equity Fund

 

(d)(23) Amended Schedule B, as last revised April 1, 2020, to the Investment Sub-Advisory Agreement dated December 5, 2018, between SIMC and Qtron Investments LLC with respect to the Emerging Markets Equity Fund

 

(d)(24) Investment Sub-Advisory Agreement, dated November 2, 2020, between SIMC and Robeco Institutional Asset Management US Inc. with respect to the Emerging Markets Equity Fund

 

(d)(25) Amended Schedule B, as last revised January 13, 2021, to the Investment Sub-Advisory Agreement dated November 2, 2020, between SIMC and Robeco Institutional Asset Management US Inc. with respect to the Emerging Markets Equity Fund

2

 

(d)(26) Investment Sub-Advisory Agreement, dated July 1, 2022, between SIMC and Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC, with respect to the Emerging Markets Debt Fund (filed herewith)

 

(d)(27) Investment Sub-Advisory Agreement, dated June 23, 2015, between SIMC and WCM Investment Management, LLC with respect to the International Equity Fund

 

(d)(28) Investment Sub-Advisory Agreement, dated March 30, 2009, between SIMC and Wellington Management Company, LLP with respect to the International Equity Fund

 

(d)(29) Amended Schedules A and B, as last revised September 29, 2009, to the Investment Sub-Advisory Agreement, dated March 30, 2009, between SIMC and Wellington Management Company, LLP with respect to the International Fixed Income Fund

 

(e) Amended and Restated Distribution Agreement between the Registrant and SEI Investments Distribution Co. (“SIDCo.”) dated September 16, 2002

 

(f) Not Applicable

 

(g)(1) Custodian Agreement, dated August 23, 2011, between the Registrant and Brown Brothers Harriman & Co.

 

(g)(2) Amendment, dated October 26, 2016, to the Custodian Agreement, dated August 23, 2011, between the Registrant and Brown Brothers Harriman & Co.

 

(g)(3) Custodian Agreement, dated August 16, 2006, between the Registrant and U.S. Bank N.A.

 

(g)(4) Schedule of Global Custody Services and Charges, dated July 1, 2021, to the Custodian Agreement between the Trust and Brown Brothers Harriman & Co.

 

(h)(1) Amended and Restated Administration and Transfer Agency Agreement, dated December 10, 2003, between the Registrant and SEI Investments Global Funds Services (f/k/a SEI Investments Fund Management) (“SIGFS”)

 

(h)(2) Amended Schedule D, as last revised January 1, 2017, to the Amended and Restated Administration and Transfer Agency Agreement, dated December 10, 2003, between the Registrant and SIGFS

 

(h)(3) Class F Shares Amended and Restated Shareholder Service Plan and Agreement, dated December 5, 2017, between the Registrant and SIDCo.

 

(h)(4) Form of Class I Shareholder Service Plan and Agreement, between the Registrant and SIDCo.

 

(h)(5) Administrative Services Plan and Agreement with respect to Class I shares, dated October 4, 2001

 

(h)(6) Investment Advisory Fee Waiver Agreement, dated October 1, 2014, between the Registrant and SIMC with respect to the Emerging Markets Equity Fund

 

(i) Opinion and Consent of Counsel (filed herewith)

3

 

(j) Consent of Independent Registered Public Accounting Firm (filed herewith)

 

(k) Not Applicable.

 

(l) Not Applicable.

 

(m) Not Applicable.

 

(n) Second Amended and Restated Rule 18f-3 Multiple Class Plan, dated August 7, 2014

 

(o) Not Applicable.

 

(p)(1) The Code of Ethics for SIMC, dated August 23, 2021 (filed herewith)

 

(p)(2) The Code of Ethics for SIDCo., dated August 21, 2020 (filed herewith)

 

(p)(3) The Code of Ethics for SIGFS, dated October 2021 (filed herewith)

 

(p)(4) The Code of Ethics for SEI Institutional International Trust, as last revised March 2022 (filed herewith)

 

(p)(5) The Code of Ethics for Acadian Asset Management LLC, revised as of January 2023 (filed herewith)

 

(p)(6) The Code of Ethics for AllianceBernstein L.P., revised as of January 2023 (filed herewith)

 

(p)(7) The Code of Ethics for Causeway Capital Management LLC, revised as of December 2022 (filed herewith)

 

(p)(8) The Code of Ethics for Colchester Global Investors Limited, revised as of October 2022 (filed herewith)

 

(p)(9) The Code of Ethics for Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust, dated September 8, 2020

 

(p)(10) The Code of Ethics for JOHCM (USA) Inc. (f/k/a J O Hambro Capital Management Limited), dated September 2020

 

(p)(11) The Code of Ethics for KBI Global Investors (North America) Ltd, dated November 2017

 

(p)(12) The Code of Ethics for Lazard Asset Management LLC, dated July 2020

 

(p)(13) The Code of Ethics for Marathon Asset Management, L.P., dated December 2021

 

(p)(14) The Code of Ethics for Neuberger Berman Investment Advisers LLC, revised as of January 13, 2023 (filed herewith)

 

(p)(15) The Code of Ethics for Ninety One UK Ltd., dated December 2021

 

(p)(16) The Code of Ethic for Qtron Investments LLC, dated August 1, 2018

4

 

(p)(17) The Code of Ethics for Robeco Institutional Asset Management US Inc. dated December 2020

 

(p)(18) The Code of Ethics for Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC, revised as of October 1, 2017 (filed herewith)

 

(p)(19) The Code of Ethics for WCM Investment Management, LLC, dated December 31, 2013

 

(p)(20) The Code of Ethics for Wellington Management Company, LLP, dated November 2022 (filed herewith)

 

(q)(1) Power of Attorney, dated September 13, 2016, for Robert A. Nesher, James M. Williams, Hubert L. Harris, Jr., William M. Doran, Nina Lesavoy and Susan C. Cote

 

(q)(2) Power of Attorney, dated March 28, 2018, for James B. Taylor

 

(q)(3) Power of Attorney, dated December 4, 2019, for Christine Reynolds

 

(q)(4) Power of Attorney, dated September 23, 2021, for Thomas Melendez

 

Item 29. Persons Controlled by or Under Common Control with Registrant:

 

See the Prospectuses and Statement of Additional Information regarding the Registrant’s control relationships. SIMC is a subsidiary of SEI Investments Company, which also controls the Distributor of the Registrant (SIDCo.) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers.

 

Item 30. Indemnification:

 

Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a)(1) to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 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 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

Item 31. 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 the Adviser and each 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. The Adviser’s and each Sub-Adviser’s table was provided to the Registrant by the Adviser or respective Sub-Adviser for inclusion in this Registration Statement.

5

 

SEI Investments Management Corporation

 

SIMC is the Adviser for the Registrant’s Funds. The principal business address of SIMC is One Freedom Valley Drive, Oaks, Pennsylvania 19456. SIMC is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

Unless otherwise noted, the address of all the companies listed below is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

 

Name and Position

With Investment Adviser

Name of Other Company Connection With Other Company

Michael Peterson

Director, Senior Vice President & Assistant Secretary

SEI Investments Company Executive Vice President, General Counsel, Chief Compliance Officer, Assistant Secretary
  SEI Trust Company Director, Vice President
  SEI Funds, Inc. Vice President, Secretary
  SEI Investments, Inc. Vice President, Secretary
  SEI Global Investments Corp. Director, Vice President, Secretary
  SEI Advanced Capital Management, Inc. Director, Vice President, Secretary
  SEI Primus Holding Corp. Vice President, Secretary
  SEI Global Services, Inc. Director, Senior Vice President, Secretary
  SIMC Holdings, LLC Manager
  SEI Investment Strategies, LLC Director, Senior Vice President
  LSV Asset Management Management Committee
  SEI Global Capital Investments, Inc. Vice President, Secretary
  SEI Investments (Asia), Limited Director
  SEI Global Holdings (Cayman) Inc. Director, Vice President, Secretary
  SEI Investments (South Africa) (PTY) Limited Director
  SEI Investments Canada Company Director, Secretary
  SEI Custodial Operations Company, LLC Manager
  SEI Institutional Transfer Agent, Inc. Director, Senior Vice President
  SIMC Subsidiary, LLC Manager
  SEI Ventures, Inc. Vice President, Secretary
  SEI Investments Developments, Inc. Vice President, Secretary
  SEI Investments Global Funds Services Vice President, Assistant Secretary
  SEI Keystone Capital Holdings, LLC Senior Vice President
  SEI Archway Finance & Operations LLC Manager, Senior Vice President
  SEI Archway Technology Partners LLC Manager, Senior Vice President

 

6

 

 

  SEI Novus, LLC Senior Vice President, Secretary
  SEI Acquisition Sub, LLC Senior Vice President, Secretary
  SEI Radar Holding Company LLC Senior Vice President, Secretary
  SEI Novus Switzerland Director
  SEI Novus UK Ltd. Director

James Smigiel

Vice President

SEI Investment Strategies, LLC Vice President

Wayne M. Withrow

Director & President

SEI Investments Company Executive Vice President
  SEI Investments Distribution Co. Director
  SEI Global Services, Inc. Director & President
  SEI Investments Global (Cayman), Limited Director

Kathy C. Heilig

Vice President & Treasurer

SEI Investments Company Vice President, Controller & Chief Accounting Officer
  SEI Funds Inc. Director, Vice President, Treasurer
  SEI Investments, Inc. Director, Vice President, Treasurer
  SEI Global Investments Corp. Director, Vice President & Treasurer
  SEI Advanced Capital Management, Inc. Director, Vice President, Treasurer
  SEI Primus Holding Corp. Director, Vice President, Treasurer
  SEI Global Services, Inc. Treasurer
  SEI Investment Strategies, LLC Director, Vice President, Treasurer
  SEI Global Capital Investments, Inc. Director, Vice President, Treasurer
  SEI Investments Global (Cayman), Limited Vice President, Treasurer
  SEI Global Holdings (Cayman) Inc. Vice President, Assistant Secretary & Treasurer
  SEI Investments Canada Company Vice President
  SEI Ventures, Inc. Director, Vice President, Treasurer
  SEI Investments Developments, Inc. Director, Vice President, Treasurer
  SEI Investments Global Funds Services Vice President, Treasurer
  SEI Keystone Capital Holdings, LLC Vice President
  SEI Archway Finance & Operations LLC Vice President
  SEI Archway Technology Partners LLC Vice President
  SEI Novus, LLC Treasurer
  SEI Acquisition Sub, LLC Vice President, Treasurer
  SEI Radar Holding Company LLC Treasurer

 

7

 

 

Timothy D. Barto

General Counsel, Vice President & Secretary

SEI Investments Company Vice President-Legal & Assistant Secretary
  SEI Funds, Inc. Vice President
  SEI Global Services, Inc. Vice President
  SIMC Holdings, LLC Manager
  SEI Investment Strategies, LLC General Counsel, Vice President, Secretary
  SIMC Subsidiary, LLC Manager

David McCann

Vice President & Assistant Secretary

SEI Investment Strategies, LLC Vice President, Assistant Secretary
  SEI Institutional Transfer Agent, Inc. General Counsel and Secretary

Kevin Crowe

Vice President

SEI Global Services, Inc. Vice President

Paul F. Klauder

Director & Senior Vice President

SEI Investments Company Executive Vice President
  SEI Investments Distribution Co. Director
  SEI Global Services, Inc. Vice President
  SEI Trust Company Director, Vice President
  SEI Investments Strategies, LLC Director
  SEI Investments (Asia), Limited Director
  SEI Global Holdings (Cayman) Inc. Director, Vice President
  SEI Investments (South Africa) (PTY) Limited Director
  SEI Investments Canada Company Director, Vice President
SEI Novus, LLC Chief Executive Officer
SEI Acquisition Sub, LLC Chief Executive Officer
SEI Novus Switzerland Director
SEI Novus UK Ltd. Director

Roger Messina

Vice President

SEI Global Services, Inc. Vice President
  SEI Investments Canada Company Vice President

Raquell Baker

Vice President

SEI Global Services, Inc. Vice President
SEI Investments Canada Company Vice President

John W. Lau

Vice President

SEI Investments (Asia), Limited Director, FATCA Responsible Officer

Stephen G. MacRae

Vice President

SEI Global Services, Inc. Vice President
  SEI Investment Strategies, LLC Vice President

Radoslav K. Koitchev

Vice President

 

SEI Investment Strategies, LLC Vice President

Michael Farrell

Vice President

 

SEI Global Services, Inc. Vice President

 

8

 

 

Kevin Matthews

Vice President

SEI Global Services, Inc. Vice President
  SEI Investment Strategies, LLC Director
  SEI Novus, LLC Vice President
  SEI Acquisition Sub, LLC Vice President

Teresa Curley

Vice President & FATCA Responsible Officer

SEI Investments Company Vice President, FATCA Responsible Officer
  SEI Investments Distribution Co. FATCA Responsible Officer
  SEI Trust Company Vice President, FATCA Responsible Officer
  SEI Funds, Inc. Vice President, FATCA Responsible Officer
  SEI Investments, Inc. Vice President, FATCA Responsible Officer
  SEI Global Investments Corp. Vice President, FATCA Responsible Officer
  SEI Advanced Capital Management, Inc. Vice President, FATCA Responsible Officer
  SEI Primus Holding Corp. Vice President, FATCA Responsible Officer
  SEI Global Services, Inc. Vice President, FATCA Responsible Officer
  SEI Private Trust Company Vice President, FATCA Responsible Officer
  SIMC Holdings, LLC Manager, Vice President, FATCA Responsible Officer
  SEI Investment Strategies, LLC Vice President, FATCA Responsible Officer
  LSV Asset Management Vice President, FATCA Responsible Officer
  SEI Global Capital Investments, Inc. Vice President, FATCA Responsible Officer
  SEI Investments (Europe) Ltd. FATCA Responsible Officer
  SEI Global Nominee Ltd. FATCA Responsible Officer
  SEI Trustees Limited FATCA Responsible Officer
  SEI European Services Limited FATCA Responsible Officer
  SEI Investments Global (Cayman), Limited Vice President, FATCA Responsible Officer
  SEI Global Holdings (Cayman) Inc. Vice President, FATCA Responsible Officer
  SEI Investments (South Africa) (PTY) Limited Vice President, FATCA Responsible Officer
  SEI Investments Global, Limited Vice President, FATCA Responsible Officer
  SEI Investments Global Fund Services, Limited Vice President, FATCA Responsible Officer
  SEI Investments Depositary and Custodial Services (Ireland) Limited Vice President, FATCA Responsible Officer
  SEI Investments Canada Company Vice President, FATCA Responsible Officer
  SEI Custodial Operations Company, LLC Vice President, FATCA Responsible Officer
  SEI Institutional Transfer Agent, Inc. Vice President, FATCA Responsible Officer
  SIMC Subsidiary, LLC Manager, Vice President, FATCA Responsible Officer
  SEI Ventures, Inc. Vice President, FATCA Responsible Officer
  SEI Investments Developments, Inc. Vice President, FATCA Responsible Officer
  SEI Investments Global Funds Services Vice President, FATCA Responsible Officer

 

9

 

 

  SEI Investments-Guernsey Limited Vice President, FATCA Responsible Officer
  SEI Keystone Capital Holdings, LLC Vice President, FATCA Responsible Officer
  SEI Archway Finance & Operations LLC Vice President, FATCA Responsible Officer
  SEI Archway Technology Partners LLC Vice President, FATCA Responsible Officer
  SEI Novus, LLC Vice President, FATCA Responsible Officer
  SEI Acquisition Sub, LLC Vice President
  SEI Radar Holding Company LLC Vice President
  SEI Novus UK Ltd. FATCA Responsible Officer

Sean Simko

Vice President

SEI Global Services, Inc. Vice President

Aaron Von Alst

Vice President

SEI Global Services, Inc. Vice President

Jennifer Campisi

Chief Compliance Officer

SEI Investments Distribution Co. Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary

Erich Holland

Vice President

SEI Global Services, Inc. Vice President

Karen Sullivan

Vice President

SEI Global Services, Inc. Vice President

Katherine Mason

Vice President and Assistant Secretary

SEI Investment Strategies, LLC Vice President, Assistant Secretary

Michael Cagnina

Vice President

SEI Novus, LLC Vice President

 

10

 

 

Acadian Asset Management LLC

 

Acadian Asset Management LLC (“Acadian”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Acadian is 260 Franklin Street, Boston, Massachusetts 02110. Acadian is a registered investment adviser under the Advisers Act.

 

Name and Position With Investment Adviser Name and Principal Business Address of Other Company Connection With Other Company
John Chisholm, Executive Vice President, Co-CEO Acadian Asset Management (UK) Ltd 24 King William Street, 6th Floor London EC4R 9AT United Kingdom Affiliated Directorships
Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia Affiliated Directorships
Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960 Affiliated Directorships
Ross Dowd, Executive Vice President, CEO Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia Affiliated Directorships
Acadian Asset Management (UK) Ltd 24 King William Street, 6th Floor London EC4R 9AT United Kingdom Affiliated Directorships
Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960 Affiliated Directorships
Mark Minichiello, Executive Vice President, COO, Treasurer, Secretary Acadian Asset Management (UK) Ltd 24 King William Street, 6th Floor London EC4R 9AT United Kingdom Affiliated Directorships
Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia Affiliated Directorships
Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960 Affiliated Directorships

11

 

Brendan Bradley, Executive Vice President, CIO Acadian Asset Management (UK) Ltd; 24 King William Street, 6th Floor London EC4R 9AT United Kingdom Affiliated Directorships
Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia Affiliated Directorships
Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960 Affiliated Directorships
Kelly Young, Executive Vice President, CMO Acadian Asset Management (UK) Ltd; 24 King William Street, 6th Floor London EC4R 9AT United Kingdom Affiliated Directorships
Acadian Asset Management (Australia) Ltd 20 Martin Place Level 9, Suite 3 Sydney, NSW 2000 Australia Affiliated Directorships
Acadian Asset Management (Singapore) Pte Ltd 8 Marina View, #40-01 Asia Square Tower Singapore, 018960 Affiliated Directorships
Suren Rana, Member of Board of Managers BrightSphere Investment Group, Inc (“BSIG”-a public company traded on the NYSE) 200 Clarendon Street, 53rd Floor Boston, MA 02116 Executive Vice President, Chief Executive Officer
Acadian Asset Management LLC (an investment advisor) 260 Franklin Street Boston, MA 02110 Affiliated Directorships
Elie Sugarman, Member of Board of Manager

BrightSphere Investment Group, Inc (“BSIG”-a public company traded on the NYSE) 

200 Clarendon Street, 53rd Floor Boston, MA 02116 

Corporate Development Officer
Acadian Asset Management LLC (an investment advisor) 260 Franklin Street Boston, MA 02110 Affiliated Directorships

12

 

Richard Hart, Member of Board of Managers

BrightSphere Investment Group, Inc (“BSIG”-a public company traded on the NYSE) 

200 Clarendon Street, 53rd Floor Boston, MA 02116 

Chief Legal Officer
Acadian Asset Management LLC (an investment advisor) 260 Franklin Street Boston, MA 02110 Affiliated Directorships

 

AllianceBernstein L.P.

 

AllianceBernstein is a Delaware limited partnership, the majority limited partnership units in which are held, directly and indirectly, by its parent company Equitable Holdings, Inc. (“EQH”), a publicly traded holding company for a diverse group of financial services companies. AllianceBernstein Corporation, an indirect wholly-owned subsidiary of EQH, is the general partner of both AllianceBernstein and AllianceBernstein Holding L.P., a publicly traded partnership. AllianceBernstein’s principal place of business is located at 501 Commerce St. Nashville, TN 37203.

 

Listed below are the names and principal occupations of the directors and principal executive officers of AllianceBernstein. The principal business address of each director and officer, as it relates to his or her duties to AllianceBernstein, is the same as that of AllianceBernstein (except as otherwise noted below).

 

Information as to the directors and executive officers of AllianceBernstein set forth in its Form ADV filed with the SEC (File No. 801-56720), and amended through the date hereof, is incorporated by reference.

 

Name and Position with Investment Adviser Name and Principal Business Address of Other Company Connection with Other Company
Board of Directors

Joan Lamm-Tennant 

Independent Chair 

Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 101 Chair of the Board
Jeffrey Hurd Affiliated Director Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 101 Chief Operating Officer
Daniel G. Kaye Independent Director Equitable Holdings, Inc. Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 10 Director
  CME Group, Inc. Chicago, I Director
Nicholas Lane Affiliated Director Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 101 Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management
Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 101 President

13

 

Kristi Matus Independent Director Equitable Holdings, Inc. Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 10 Director
Buckle Chief Financial Officer and Chief Operating Officer
Thomas H. Lee Partners Boston, M Executive Advisor
Das Narayandas Independent Director Harvard Business School Cambridge, M Edsel Bryant Ford Professor of Business Administration
Mark Pearson Affiliated Director Equitable Holdings, Inc. 1290 Avenue of the Americas New York, NY 101 Director, President and Chief Executive Officer

Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 101

 

Chairman and Chief Executive Officer
Charles Stonehill Independent Director Equitable Holdings, Inc. Equitable Life Insurance Company 1290 Avenue of the Americas New York, NY 10 Director
Green & Blue Advisors LLC New York, N Founding Partner
PlayMagnus A/S Oslo, Norway CommonBond, LLC New York, Director

Todd Walthall 

Independent Director 

United Health Group Executive Vice President, Enterprise Growth
Executive Team

Seth P. Bernstein 

Affiliated Director, 

President and 

Chief Executive Officer 

AllianceBernstein L.P. 

1345 Avenue of the Americas 

New York, NY 10105 

 

14

 

Kate C. Burke 

Chief Operating Officer & Chief Financial Officer 

AllianceBernstein L.P. 

501 Commerce St.

Nashville, TN 37203

 

Mark R. Manley 

Global Head of Compliance and General Counsel 

AllianceBernstein L.P. 

501 Commerce St.

Nashville, TN 37203

 

Karl Sprules 

Head, Global Technology and Operations 

AllianceBernstein L.P. 

501 Commerce St.

Nashville, TN 37203 

 

 

Causeway Capital Management LLC

 

Causeway Capital Management LLC (“Causeway”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Causeway is 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, California 90025. Causeway is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of Causeway has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

 

Colchester Global Investors Ltd

 

Colchester Global Investors Ltd (“Colchester”) is a Sub-Adviser for the Registrant’s International Fixed Income and Emerging Markets Debt Funds. The principal business address of Colchester is Heathcoat House, 20 Savile Row, London, United Kingdom W1S 3PR. Colchester is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of Colchester has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust

 

Delaware Investments Fund Advisers (“DIFA”), a series of Macquarie Investment Management Business Trust (“MIMBT”), is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of DIFA is 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106. MIMBT is a registered investment adviser under the Advisers Act.

 

Unless otherwise noted, the following persons serving as directors or officers of DIFA have held the following positions during the past two fiscal years. The principal business address of Macquarie Asset Management, Delaware Funds by Macquarie, and Optimum Fund Trust is 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106. The primary business address of Macquarie Global Infrastructure Total Return Fund, Inc. is 125 West 55th Street, New York, NY 10019.

15

 

On April 30, 2021, Macquarie Management Holdings, Inc. acquired Ivy Investments. Employees denoted with an (*) represent employees who were previously employed under Ivy Investments prior to the acquisition. Ivy Investments and its associated funds are located at 6301 Glenwood Street, Overland Park, KS 66202.

 

Name and Position With Investment Adviser Name and Principal Business Address of Other Company Connection With Other Company

Shawn Lytle 

President/Head of Public Investments /Executive Director 

Delaware Funds by Macquarie® President/Chief Executive Officer
Macquarie Asset Management Various executive capacities
Optimum Fund Trust President/Chief Executive Officer

David Brenner 

Executive Vice President/Global Head of Digital Data and Platforms/Chief Strategy Officer/Executive Director 

Delaware Funds by Macquarie® Senior Vice President/Chief Strategy Officer
Macquarie Asset Management Various capacities

J. David Hillmeyer 

Executive Vice President/Head of Global and Multi-Asset Credit/Executive Director 

Delaware Funds by Macquarie® Senior Vice President/Head of Global and Multi-Asset Credit
Macquarie Asset Management Various executive capacities

John Leonard 

Executive Vice President/Global Head of Equities/Executive Director 

Delaware Funds by Macquarie® Executive Vice President/Global Head of Equities
Macquarie Global Infrastructure Total Return Fund, Inc. Chief Executive Officer/President
Macquarie Asset Management Various executive capacities

Brett Lewthwaite 

Executive Vice President/Chief Investment Officer/Global Head of Macquarie Fixed Income/Executive Director 

Delaware Funds by Macquarie® Executive Vice President/Global Head of Fixed Income
Macquarie Asset Management Various executive capacities

Francis X. Morris 

Executive Vice President/Chief Investment Officer, Core Equity/Executive Director 

Delaware Funds by Macquarie® Senior Vice President/Chief Investment Officer - Core Equity
Macquarie Asset Management Various executive capacities

Neil Siegel 

Executive Vice President/Global Head of Marketing and Product/Executive Director 

Delaware Funds by Macquarie® Senior Vice President/Global Head of Marketing and Product
Macquarie Asset Management Various executive capacities

Brett D. Wright 

Executive Vice President/Global Head of Client Solutions Group Americas/Executive Director 

Delaware Funds by Macquarie® Senior Vice President/Head of Client Solutions Group
Macquarie Asset Management Various executive capacities

Alexander Alston 

Senior Vice President/Co-Head of Private Placements/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Co-Head of Private Placements
Macquarie Asset Management Various executive capacities

16

 

Erik R. Becker* 

Senior Vice President/Senior Portfolio Manager/Division Director 

Delaware Funds by Macquarie® Vice President
Macquarie Asset Management Various capacities
Ivy Investments Various capacities
Ivy Funds/Ivy Variable Insurance Portfolios Vice President

Adam H. Brown 

Senior Vice President/Senior Portfolio Manager/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Co-Head of High Yield
Macquarie Asset Management Various capacities

Nathan A. Brown* 

Senior Vice President/Senior Portfolio Manager/Division Director 

Delaware Funds by Macquarie® Vice President
Macquarie Asset Management Various capacities
Ivy Investments Various capacities
Ivy Funds/Ivy Variable Insurance Portfolios Vice President

F. Chace Brundige* 

Senior Vice President/ Senior Portfolio Manager/Division Director 

Delaware Funds by Macquarie® Vice President
Macquarie Asset Management Various capacities
Ivy Investments Various capacities
Ivy Funds/Ivy Variable Insurance Portfolios/InvestEd Portfolios Vice President

Stephen J. Busch 

Senior Vice President, Managing Director, Investments Business Management/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Managing Director, Investments Business Management
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Investment Accounting

Michael F. Capuzzi 

Senior Vice President/US Chief Operating Officer/Division Director 

Delaware Funds by Macquarie® Senior Vice President/US Chief Operations Officer
Macquarie Asset Management Various capacities

Liu-Er Chen 

Senior Vice President/Chief Investment Officer, Emerging Markets and Healthcare/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Chief Investment Officer - Emerging Markets and Healthcare
Macquarie Asset Management Various capacities

Anthony G. Ciavarelli 

Senior Vice President/Associate General Counsel/Assistant Secretary/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Associate General Counsel/Assistant Secretary
Macquarie Asset Management Various capacities

David F. Connor 

Senior Vice President/General Counsel/Secretary/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Head of Credit Research
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Secretary

17

 

Michael J. Daley* 

Senior Vice President/LGG Chief Operating Officer/Associate Director 

Macquarie Asset Management Various capacities
Ivy Investments Various capacities

Joseph Devine 

Senior Vice President/Chief Investment Officer, Global Small Cap Equity/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Chief Investment Officer, Global Ex-US Equities
Macquarie Asset Management Various capacities

Michael E. Dresnin 

Senior Vice President/Associate General Counsel/Assistant Secretary/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Associate General Counsel/Assistant Secretary/Division Director
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Associate General Counsel/Assistant Secretary

Brad Frishberg 

Senior Vice President/Chief Investment Officer, Global Listed Infrastructure/Division Director 

Macquarie Global Infrastructure Total Return Fund, Inc. Senior Vice President/Portfolio Manager
Macquarie Asset Management Various capacities

Daniel V. Geatens 

Senior Vice President/Head of US Fund Administration/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Treasurer
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Chief Financial Officer/Treasurer
Macquarie Global Infrastructure Total Return Fund, Inc. Senior Vice President/Chief Financial Officer/Treasurer

Gregory A. Gizzi 

Senior Vice President/Head of Municipal Bonds/Senior Portfolio Manager 

Delaware Funds by Macquarie® Senior Vice President/Head of Fixed Income
Macquarie Asset Management Various capacities

Derek L. Hamilton 

Senior Vice President/ Economist/Division Director 

Macquarie Asset Management Various capacities

James L. Hinkley 

Senior Vice President/Head of Special Products/Division Director 

Macquarie Asset Management Various capacities

Jerel A. Hopkins 

Senior Vice President/Assistant Secretary/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Associate General Counsel/Assistant Secretary
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Associate General Counsel/Assistant Secretary
Macquarie Global Infrastructure Total Return Fund, Inc. Vice President/Associate General Counsel/Assistant Secretary

18

 

Kashif Ishaq 

Senior Vice President/Senior Portfolio Manager 

Delaware Funds by Macquarie® Senior Vice President/Head of Investment Grade Corporate Bond Trading
Macquarie Asset Management Various capacities

Bradley M. Klapmeyer* 

Senior Vice President/Senior Portfolio Manager/Division Director 

Delaware Funds by Macquarie® Vice President
Macquarie Asset Management Various capacities
Ivy Investments Various capacities
Ivy Funds/Ivy Variable Insurance Portfolios Vice President

Michael Kopfler 

Senior Vice President/Global Head of Equity Trading/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Global Head of Equity Trading
Macquarie Asset Management Various capacities
Macquarie Global Infrastructure Total Return Fund, Inc. Senior Vice President/Head of Equity Trading

Alex Kozhemiakin 

Senior Vice President/Head of Emerging Markets Debt/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Head of Emerging Markets Debt
Macquarie Asset Management Various capacities

Nik Lalvani 

Senior Vice President/Chief Investment Officer – Large Cap Value/Division Director 

Delaware Funds by Macquarie® Senior Vice President/Chief Investment Officer – Large Cap Value
Macquarie Asset Management Various capacities

Daniela Mardarovici

Senior Vice President/Co-Head of US Multisector/Fixed Income/Division Director

Delaware Funds by Macquarie® Senior Vice President/Co-Head of US Multisector/Core Plus Fixed Income
Macquarie Asset Management Various capacities

John P. McCarthy

Senior Vice President/Senior Portfolio Manager/Division Director

Delaware Funds by Macquarie® Senior Vice President/Co-Head of High Yield
Macquarie Asset Management Various capacities

Carleen Michalski

Senior Vice President/Head of Global Product Development/Division Director

Macquarie Asset Management Various capacities

Optimum Fund Trust

Senior Vice President/Head of Global Product Development
Delaware Funds by Macquarie® Senior Vice President/Head of Global Product Development
Macquarie Asset Management Senior Vice President/Head of Global Product Development

Brian L. Murray, Jr.

Senior Vice President/Global Chief Compliance Officer/Division Director

Delaware Funds by Macquarie® Senior Vice President/ Chief Compliance Officer
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Chief Compliance Officer

19

 

Susan L. Natalini

Senior Vice President/Chief Officer Equities/Division Director

Delaware Funds by Macquarie® Senior Vice President/Chief Operations Officer-Equity and Fixed Income Operations
Macquarie Asset Management Various capacities

Terrance M. O’Brien

Senior Vice President/US Head of Quantitative and Markets Research/Division Director

Delaware Funds by Macquarie® Senior Vice President/US Head of Quantitative and Markets Research
Macquarie Asset Management Various capacities

Mansur Z. Rasul

Senior Vice President/Senior Portfolio Manager/Division Director

Delaware Funds by Macquarie® Senior Vice President/Head of Emerging Markets Credit Trading
Macquarie Asset Management Various capacities

Sarah C. Ross*

Senior Vice President/Division Director

Macquarie Asset Management Various capacities
Ivy Investments Various capacities
Ivy Funds/Ivy Variable Insurance Portfolios Vice President

Richard Salus

Senior Vice President/Global Head of Fund Services/Division Director

Delaware Funds by Macquarie® Senior Vice President/Chief Financial Officer
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President

Daniel G. Scherman*

Senior Vice President/Head of Equity Risk Analysis Group/Division Director

Macquarie Asset Management Various capacities
Ivy Investments Various capacities

Gilbert C. Scott*

Senior Vice President/Director of Ivy Equity Research/Division Director

Macquarie Asset Management Various capacities
Ivy Investments Various capacities

William Speacht

Senior Vice President/Division Director

Delaware Funds by Macquarie® Senior Vice President/Deputy Chief Compliance Officer
Macquarie Asset Management Various capacities

John C. van Roden III

Senior Vice President/Senior Portfolio Manager/Division Director

Delaware Funds® by Macquarie

Senior Vice President/Head of Municipal Trading
Macquarie Asset Management Various capacities

Emilia P. Wang

Senior Vice President/Associate General Counsel/Assistant Secretary/Division Director

Delaware Funds by Macquarie® Senior Vice President/Associate General Counsel/Assistant Secretary
Macquarie Asset Management Various capacities

20

 

Kathryn R. Williams

Senior Vice President/Deputy General Counsel/Assistant Secretary/Division Director

Delaware Funds by Macquarie® Senior Vice President/Deputy General Counsel/Assistant Secretary
Macquarie Asset Management Various capacities
Optimum Fund Trust Senior Vice President/Deputy General Counsel/Assistant Secretary
Macquarie Global Infrastructure Total Return Fund, Inc. Senior Vice President/Associate General Counsel/Assistant Secretary

Gary T. Abrams

Vice President/Head of International Equity Trading, Public Investments Americas/Associate Director

Macquarie Asset Management Various capacities
Macquarie Global Infrastructure Total Return Fund, Inc. Vice President Head of International Equity Trading

Douglas K. Briggs*

Vice President/WDR Consultant

Macquarie Asset Management Various capacities
Ivy Investments Various capacities

Kishor K. Daga

Vice President/Associate Director of US Portfolio Administration/Associate Director

Delaware Funds by Macquarie® Vice President/ Director of US Portfolio Administration
Macquarie Asset Management Various capacities

Catherine DiValentino

Vice President/Associate General Counsel/Associate Director

Delaware Funds by Macquarie® Assistant Vice President/Associate General Counsel/Assistant Secretary
Macquarie Asset Management Various capacities

Joseph A. Fiorilla

Vice President/Head of US Trading Operations/Associate Director

Delaware Funds by Macquarie® Vice President/Head of US Trading Operations
Macquarie Asset Management Various capacities

Stephen Hoban

Vice President/Treasurer/Associate Director

Delaware Funds by Macquarie® Vice President/Financial Management
Macquarie Asset Management Various capacities

Earthen Johnson

Vice President/Associate General Counsel/Assistant Secretary/Associate Director

Delaware Funds by Macquarie® Vice President/Associate General Counsel/Assistant Secretary
Macquarie Asset Management Various capacities
Macquarie Global Infrastructure Total Return Fund, Inc. Vice President/Associate General Counsel/Assistant Secretary

21

 

Francis Magee

Vice President/Associate Director of US Fund Administration

Delaware Funds by Macquarie® Vice President/Financial Administration
Macquarie Asset Management Various capacities
Optimum Fund Trust Vice President/Investment Accounting
Macquarie Global Infrastructure Total Return Fund, Inc. Vice President/US Fund Administration

Andrew McEvoy

Vice President/Trade Settlements/Associate US Director of US Transaction Management/Associate Director

Delaware Funds by Macquarie® Vice President/Associate Director of US Transaction Management
Macquarie Asset Management Various capacities
Optimum Fund Trust Vice President/Trade Settlements

Lauren Weintraub

Vice President/Senior Equity Trader/Senior Manager

Macquarie Asset Management Various capacities
Macquarie Global Infrastructure Total Return Fund, Inc. Vice President/Senior Equity Trader/Senior Manager

Aaron D. Young*

Vice President/Portfolio Manager/Associate Director

Delaware Funds by Macquarie® Vice President
Macquarie Asset Management Various capacities
Ivy Investments Various capacities

Joseph Zalewski

Vice President/Senior Equity Trader/Associate Director

Macquarie Asset Management Various capacities

Joel A. Ettinger

Vice President of Taxation/Associate Director

Delaware Funds by Macquarie® Vice President/Taxation
Macquarie Asset Management Various capacities

James Gray

Senior Vice President of Taxation/Division Director

Macquarie Asset Management Various capacities

Jamie Marley

Senior Vice President of Taxation/Division Director

Macquarie Asset Management Various capacities

Ed Moore

Vice President of Taxation/Associate Director

Macquarie Asset Management Various capacities

Ron Rabkin

Senior Vice President of Taxation/Division Director

Macquarie Asset Management Various capacities

Antoinette Robbins

Senior Compliance Officer/Senior Manager

Macquarie Asset Management  

Alexander Lenoir

Anti-Money Laundering Officer/Division Director

Delaware Funds by Macquarie® Anti-Money Laundering Officer
Macquarie Asset Management Various capacities

22

 

JOHCM (USA) Inc.

 

JOHCM (USA) Inc. (“JOHCM”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity and International Equity Funds. The principal business address of JOHCM is 53 State Street, Suite 1302 13th Floor, Boston, Massachusetts 02109. JOHCM is a registered investment adviser under the Advisers Act.

 

Name and Position with Investment Adviser Name and Principal Business Address of Other Company Connection with Other Company

Scott Cravenjones 

Independent Non-Executive Director

 

Pendal USA Inc 

53 State Street 

Boston, MA 02109

 

Director

Carne Global Financial Services (US) LLC 

PO Box 151 

Kenilworth, IL 60043 

Director

Park Agency, Inc. 

330 Madison Avenue, Suite 2303 

New York, NY 10017 

Managing Director

Madison Covered Call & Equity Strategy Fund 

550 Science Drive 

Madison, WI 53711 

Director

Madison Funds 

550 Science Drive 

Madison, WI 53711 

Director

Manager Directed Portfolios 

c/o U.S. Bancorp Fund Services, LLC 

615 E. Michigan Street 

Milwaukee, WI 53202 

Director

XAI Floating Rate & Alternative Income Term Trust 

321 North Clark Street, 

Chicago, IL 60647 

Director

23

 

Christopher Jones 

Director

 

Pendal USA Inc 

53 State Street 

Boston, MA 02109 

Chairman of the Board

Pendal Group Limited 

Level 14, The Chifley Tower 

2 Chifley Square 

Sydney, NSW 2000 Australia 

Director

CMVJ Capital LLC 

40 West 77th Street 

New York, NY 10024 

Principal

Acorns Grow 

4600 Campus Drive 

Suite 107 

Newport Beach, CA 92660 

Chair of Investment Committee

Zoe Financial 

One Dock 72 Way 

Brooklyn, NY 11205 

Chair of Advisory Committee

NYCA 

485 Madison Ave 

Floor 12

 New York, NY 10022 

Limited Partner Adviser

Nicholas Good 

CEO, Director and Chairman

 

Pendal USA 

53 State Street, 13th Floor 

Boston, MA 02109 

Director

Pendal Group Limited 

Level 14, The Chifley Tower 2 Chifley Square, Sydney NSW 2000, Australia 

Managing Director & Chief Executive Officer

JOHCM Funds Trust 

53 State Street, 13th Floor 

Boston, MA 02109 

Director

Jonathan Weitz 

COO & Director

 

Pendal USA 

53 State Street, 13th Floor 

Boston, MA 02109 

Director & Chief Operating Officer

JOHCM Funds Trust 

53 State Street, 13th Floor 

Boston, MA 02109 

President

24

 

John Reifsnider 

Director and Chief Executive Officer

 

Pendal USA Inc 

53 State Street 

Boston, MA 02109 

Director and Chief Executive Officer

Thompson, Siegel & Walmsley LLC 

6641 West Broad Street, 

Suite 600 

Richmond, VA 23230 

CEO

Joseph VanCaster

Director

 

Pendal USA Inc 

53 State Street 

Boston, MA 02109 

Director

Thompson, Siegel & Walmsley LLC 

6641 West Broad Street, 

Suite 600 

Richmond, VA 23230 

CFO

 

As of September 30, 2022. No other JOHCM director has any external interests.

 

KBI Global Investors (North America) Ltd

 

KBI Global Investors (North America) Ltd (“KBIGI (North America)”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of KBIGI (North America) is 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1, Ireland D01 X5P3. KBIGI (North America) is a registered investment adviser under the Advisers Act.

 

Name and Position with Investment Adviser

Name and Principal Business 

Address of Other Company 

Connection with Other Company

Sean Hawkshaw 

Director & Chief Executive Officer

 

KBI Global Investors Ltd 

3rd Floor, 

2 Harbourmaster Place, IFSC, Dublin 1,Ireland

Chief Executive Officer, Director 

Geoff Blake 

Director & Head of Business Development & Client Services

 

KBI Global Investors Ltd. 

3rd Floor, 

2 Harbourmaster Place, IFSC, Dublin 1,Ireland 

Director, Head of Clients & Business Development
William Cotter, Non-Executive Director

KBI Global Investors Ltd. 

3rd Floor, 2 Harbourmaster 

Place, IFSC, Dublin 1, Ireland. 

KBIGI - Non-Executive Director 

(Mr. Cotter is retired and has only two active, Non Executive directorships). 

25

 

Lazard Asset Management LLC

 

Lazard Asset Management LLC (“Lazard”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Lazard is 30 Rockefeller Plaza, New York, New York 10112. Lazard is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of Lazard has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

 

Marathon Asset Management, L.P.

 

Marathon Asset Management, L.P. (“Marathon”) is a Sub-Adviser for the Registrant’s Emerging Markets Debt Fund. The principal business address of Marathon is One Bryant Park, 38th Floor, New York, New York 10036. Marathon is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of Marathon has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

 

Neuberger Berman Investment Advisers LLC

 

Neuberger Berman Investment Advisers LLC (“NBIA”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity and Emerging Markets Debt Funds. The principal business address of NBIA is 1290 Avenue of the Americas, New York, New York 10104. NBIA is a registered investment adviser under the Advisers Act.

 

NBIA is an indirect, wholly-owned subsidiary of Neuberger Berman Group LLC. Information as to the directors and executive officers of NBIA set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-61757), and amended through the date hereof, is incorporated by reference. The directors of NBIA are: Bradley Tank, Joseph Amato, Kenneth deRegt, Vanessa Rosenthal and Stephen Wright. These individuals have not been engaged in any other business or profession, vocation or employment of a substantial nature during the past two fiscal years other than in their capacities as a director of NBIA or certain of NBIA’s affiliated entities or certain domestic or non-US investment companies.

 

Ninety One UK Ltd.

 

Ninety One UK Ltd. (“Ninety One”) is a Sub-Adviser for the Registrant’s Emerging Markets Debt Fund. The principal business address of Ninety One is 55 Gresham Street, London, United Kingdom, EC2V 7EL. Ninety One is a registered investment adviser under the Advisers Act.

 

Information as to the directors and executive Officers of Ninety One set forth in its Form ADV filed with the Securities and Exchange Commission, and amended through the date hereof, is incorporated by reference. These individuals have not been engaged in any other business or profession, vocation or employment of a substantial nature during the past two fiscal years other than in their capacities as a director or Officer of Ninety One or Ninety One’s affiliated entities.

26

 

Pzena Investment Management, LLC

 

Pzena Investment Management, LLC (“Pzena”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of Pzena Investment Management is 320 Park Ave, 8th Floor, New York, NY 10022. Pzena Investment Management is a registered investment adviser under the Adviser Act.

 

In accordance with our Code of Business Conduct and Ethics, employees are permitted, subject to prior written supervisory approval and departmental restrictions, to engage in outside business activities if free of any actions that could be considered a conflict of interest. Any such outside business interests must not involve use of company time, materials or resources.

 

Name and Position with Investment Adviser Name and Principal Business Address of Other Company Connection with Other Company

Richard Pzena* 

Founder, Chairman, Principal, Co-Chief Investment Officer, Portfolio Manager

 

Assura Group of NY 

320 Park Ave. 

New York, NY 10022

 

Chairman of the Board

UJA 

130 E. 59th St 

New York, NY 10022

 

Member, Finance Committee

Protosure 

5 Hanover Square 

New York, NY 10004

 

Board Member

Trade TGMP, LLC 

791 Park Ave. 

Apt. 5B 

New York, NY 10021

 

Member

Pita Magoo, LLC 

791 Park Av. 

Apt. 5B 

New York, NY 10021

 

Managing Member

Success Charter Network 

34 West 118th St. 

New York, NY 10026

 

Treasurer

791 Park Avenue 

791 Park Ave. 

New York, NY 10021

 

Treasurer

Value Quest

320 Park Ave. 

New York, NY 10022

 

Member

John Goetz 

Managing Principal, Co-Chief Investment Officer, Portfolio Manager

 

The Bowery Mission 

227 Bowery 

New York, NY 10002

 

Board Member

Florida State Board Administration 

1801 Hermitage Blvd. 

Tallahassee, FL 32308

 

Advisory member of the Investment Advisory Council (IAC)

27

 

William Lipsey* 

Vice Chairman, Principal

 

Honey Foundation for Israel 

11 Princeton Rd. 

Livingston, NJ 07039

 

Chair & Founder

Evan Fire 

Managing Principal, Chief Operating Officer

 

Foxon Media – The Summit for Asset Management 

Unit 40 

264 Lavender Hill 

London, SW11 1LJ 

United Kingdom

 

Advisory Board Member

Jessica Doran 

Managing Principal, Chief Financial Officer, Treasurer

 

Junior League of Pelham 

P.O. Box 8147 

Pelham, NY 10803

 

Treasurer

Financial Accounting Standards Board 

401 Merritt 7 

P.O. Box 5116 

Norwalk, CT 06856

 

Committee Member

 

*Effective January 1, 2023, Rich Pzena and Bill Lipsey stepped down from their management positions on the Executive Committee and from their roles as Chief Executive Officer and President. Caroline Cai is now in the Chief Executive Officer role and Allison Fisch in now in the President role.

 

Qtron Investments, LLC

 

Qtron Investments LLC (“Qtron”) is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of Qtron is 200 High Street, 5th Floor, Boston, MA 02110. Qtron is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of Qtron has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

 

Robeco Institutional Asset Management US Inc.

 

Robeco Institutional Asset Management US Inc. (“Robeco”), is a Sub-Adviser for the Registrant’s Emerging Markets Equity Fund. The principal business address of 230 Park Avenue, Suite 3330, New York, NY 10169. Robeco is a registered investment adviser under the Adviser Act.

 

Name and Position with Investment Adviser Name and Principal Business Address of Other Company Connection with Other Company

Andrew Cunningham 

Chief Compliance Officer 

None None

Marcel Prins 

President 

Robeco Institutional Asset Management B.V.* Chief Operating Officer*

Alexander Preininger 

Treasurer 

Robeco Institutional Asset Management B.V.* Global Head Distribution & Marketing*

 

* The information provided in the table above is for Robeco Institutional Asset Management US Inc. Note that Robeco Institutional Asset Management B.V., the parent company, is a separate legal entity registered in the Netherlands.

28

 

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC.

 

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC (“Stone Harbor”) is a Sub-Adviser for the Registrant’s Emerging Markets Debt Fund. The principal business address of Stone Harbor is 31 West 52nd Street, 16th Floor, New York, New York 10019. Stone Harbor is a registered investment adviser under the Advisers Act.

 

Name and Position with Investment
Adviser

Name and Principal Business 

Address of Other Company

Connection with Other Company

Peter J. Wilby 

Vice Chairman

 

Stone Harbor Investment Funds plc 

5 Earlsfort Terrace 

Dublin 2 

Ireland 

Director

Stone Harbor Global Funds plc 

5 Earlsfort Terrace 

Dublin 2 

Ireland 

Director

Stone Harbor Investment Partners Ltd. 

5 Earlsfort Terrace 

Dublin 2 

Ireland 

Director

 

WCM Investment Management, LLC

 

WCM Investment Management, LLC (“WCM”) is a Sub-Adviser for the Registrant’s International Equity Fund. The principal business address of WCM is 281 Brooks Street, Laguna Beach, CA 92651. WCM is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of WCM has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

 

Wellington Management Company LLP

 

Wellington Management Company LLP (“Wellington Management”) is a Sub-Adviser for the Registrant’s International Fixed Income Fund. The principal business address of Wellington Management is 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a registered investment adviser under the Advisers Act.

 

During the last two fiscal years, no director, officer or partner of Wellington Management has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

29

 

Item 32. 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, SIDCo., acts as distributor for:

 

SEI Daily Income Trust July 15, 1982
SEI Tax Exempt Trust December 3, 1982
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
SEI Institutional Investments Trust June 14, 1996
City National Rochdale Funds (f/k/a CNI Charter Funds) April 1, 1999
Causeway Capital Management Trust September 20, 2001
SEI Offshore Opportunity Fund II September 1, 2005
ProShares Trust November 14, 2005

Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund) 

January 8, 2007
SEI Offshore Advanced Strategy Series SPC July 31, 2007
SEI Structured Credit Fund, LP July 31, 2007
Global X Funds October 24, 2008
ProShares Trust II November 17, 2008
SEI Special Situations Fund July 1, 2009
Exchange Traded Concepts Trust (f/k/a FaithShares Trust) August 7, 2009
Schwab Strategic Trust October 12, 2009
RiverPark Funds Trust September 8, 2010
Adviser Managed Trust December 10, 2010
SEI Core Property Fund January 1, 2011
New Covenant Funds March 23, 2012
NexPoint Funds I (f/k/a Highland Funds I) September 25, 2012
KraneShares Trust December 18, 2012
The Advisors’ Inner Circle Fund III February 12, 2014
SEI Catholic Values Trust March 24, 2015
SEI Hedge Fund SPC June 26, 2015
SEI Energy Debt Fund June 30, 2015
Gallery Trust January 8, 2016
City National Rochdale Select Strategies Fund March 1, 2017

Impact Shares Trust

March 1, 2018

City National Rochdale Strategic Credit Fund

May 16, 2018

Symmetry Panoramic Trust

July 23, 2018

Frost Family of Funds May 31, 2019
SEI Vista Fund, Ltd. January 20, 2021
Delaware Wilshire Private Markets Fund March 22, 2021
Catholic Responsible Investments Funds November 17, 2021
SEI Exchange Traded Funds May 18, 2022

 

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”).

30

 

(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 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

 

Name  

Position and Office 

with Underwriter 

  Positions and Offices with Registrant
William M. Doran   Director   Trustee
Paul F. Klauder   Director  
Wayne M. Withrow   Director, President & Chief Executive Officer  
Maxine J. Chou   Chief Financial Officer, Chief Operations Officer, & Treasurer  
Jennifer H. Campisi   Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary  
John C. Munch   General Counsel & Secretary  
John P. Coary   Vice President & Assistant Secretary  
Judith A. Rager   Vice President  
Jason McGhin   Vice President  
Gary Michael Reese   Vice President  
Robert M. Silvestri   Vice President  

 

Item 33. 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 off ices of the Registrant’s 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 off ices of Registrant’s administrator:

 

SEI Investments Global Funds Services 

One Freedom Valley Drive 

Oaks, Pennsylvania 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 off ices of Registrant’s Adviser and Sub-Advisers:

 

SEI Investments Management Corporation 

One Freedom Valley Drive 

Oaks, Pennsylvania 19456

31

 

Acadian Asset Management LLC 

260 Franklin Street 

Boston, Massachusetts 02110

 

AllianceBernstein L.P. 

501 Commerce St. 

Nashville, TN 37203

 

Causeway Capital Management LLC 

11111 Santa Monica Boulevard, 15th Floor 

Los Angeles, California 90025

 

Colchester Global Investors Ltd 

Heathcoat House 

20 Savile Row 

London W1S 3PR 

United Kingdom

 

Delaware Investments Fund Advisers, a series of Macquarie Asset Management 

Business Trust 

100 Independence 

610 Market Street 

Philadelphia, Pennsylvania 19106 

 

JOHCM (USA) Inc. 

53 State Street 

Suite 1302, 13th Floor 

Boston, Massachusetts 02109

 

KBI Global Investors (North America) Ltd 

3rd Floor 

2 Harbourmaster Place 

IFSC, Dublin 1, Ireland 

D01 X5P3

 

Lazard Asset Management LLC 

30 Rockefeller Plaza 

New York, New York 10112

 

Marathon Asset Management, L.P. 

One Bryant Park 

38th Floor 

New York, New York 10036

 

Neuberger Berman Investment Advisers LLC 

(f/k/a Neuberger Berman Fixed Income) 

1290 Avenue of the Americas 

New York, New York 10104

32

 

Ninety One UK Ltd. 

55 Gresham Street 

London, United Kingdom 

EC2V 7EL

 

Pzena Investment Management, LLC 

320 Park Avenue 

8th Floor 

New York, New York 10022

 

Qtron Investments, LLC 

200 High Street 

5th Floor 

Boston, MA 02110

 

Robeco Institutional Asset Management US Inc 

230 Park Avenue, Suite 3330 

New York, NY 10169

 

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC. 

31 West 52nd Street, 16th Floor 

New York, New York 10019

 

WCM Investment Management, LLC 

281 Brooks Street 

Laguna Beach, California 92651

 

Wellington Management Company, LLP 

280 Congress Street 

Boston, Massachusetts 02210

 

Item 34. Management Services:

 

None.

 

Item 35. Undertakings:

 

None.

33

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 80 to Registration Statement No. 033-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 27th day of January, 2023.

 

  SEI INSTITUTIONAL INTERNATIONAL TRUST
     
  By: /S/ Robert A. Nesher
    Robert A. Nesher
    Trustee, President & Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

 

         
  *   Trustee   January 27, 2023
  William M. Doran    
         
  *   Trustee   January 27, 2023
  Nina Lesavoy    
         
  *   Trustee   January 27, 2023
  James M. Williams    
         
  *   Trustee   January 27, 2023
  Hubert L. Harris, Jr.    
           
  *   Trustee   January 27, 2023
  Susan C. Cote    
       
  *  

Trustee

 

  January 27, 2023
  James B. Taylor    
       
  *  

Trustee

 

  January 27, 2023
  Christine Reynolds    
       
  *   Trustee   January 27, 2023
  Thomas Melendez    
           
  /S/ Robert A. Nesher   Trustee, President & Chief Executive Officer   January 27, 2023
  Robert A. Nesher    
           
  /s/ Ankit Puri   Controller & Chief Financial Officer   January 27, 2023
  Ankit Puri    
           
*By:                    /S/ Robert A. Nesher          
  Robert A. Nesher          
  Attorney-in-Fact          

34

 

EXHIBIT INDEX

 

Exhibit Number   Description
EX-99.B(d)(13)   Investment Sub-Advisory Agreement, dated January 23, 2023, between SIMC and JOHCM (USA) Inc., with respect to the Emerging Markets Equity Fund and International Equity Fund
EX-99.B(d)(15)   Investment Sub-Advisory Agreement, dated December 13, 2022, between SIMC and Lazard Asset Management LLC with respect to the International Equity Fund
EX-99.B(d)(20)   Investment Sub-Advisory Agreement, dated April 1, 2022, between SIMC and Ninety One UK Ltd., with respect to the Emerging Markets Debt Fund
EX-99.B(d)(21)   Investment Sub-Advisory Agreement, dated June 22, 2022, between SIMC and Pzena Investment Management, LLC, with respect to the International Equity Fund
EX-99.B(d)(26)   Investment Sub-Advisory Agreement, dated July 1, 2022, between SIMC and Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC, with respect to the Emerging Markets Debt Fund
EX-99.B(i)   Opinion and Consent of Counsel
EX-99.B(j)   Consent of Independent Registered Public Accounting Firm
EX-99.B(p)(1)   The Code of Ethics for SIMC, dated August 23, 2021
EX-99.B(p)(2)   The Code of Ethics for SIDCo., dated August 21, 2020
EX-99.B(p)(3)   The Code of Ethics for SIGFS, dated October 2021
EX-99.B(p)(4)   The Code of Ethics for SEI Institutional International Trust, revised as of March 2022
EX-99.B(p)(5)   The Code of Ethics for Acadian Asset Management, LLC, revised as of January 2023
EX-99.B(p)(6)   The Code of Ethics for AllianceBernstein L.P., revised as of January 2023
EX-99.B(p)(7)   The Code of Ethics for Causeway Capital Management LLC, revised as of December 2022
EX-99.B(p)(8)   The Code of Ethics for Colchester Global Investors Limited, revised as of October 2022
EX-99.B(p)(14)   The Code of Ethics for Neuberger Berman Investment Advisers LLC, revised as of January 13, 2023
EX-99.B(p)(18)   The Code of Ethics for Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC, revised as of October 2017.
EX-99.B(p)(20)   The Code of Ethics for Wellington Management Company, LLP, revised as of November 2022

 

EX-101.INS XBRL Instance Document
EX-101.SCH XBRL Taxonomy Extension Schema Document
EX-101.DEF XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase
EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 

EX-99.B(D)(13) 2 tm2232087d1_ex99-bd13.htm EXHIBIT 99.B(D)(13)

 

Exhibit 99.B(d)(13)

 

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

 

AGREEMENT made as of January 23, 2023 between SEI Investments Management Corporation (the “Adviser”) and JOHCM (USA) Inc. (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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), 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 a 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 each 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 each 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 a Fund, and what portion of the Assets will be invested or held uninvested in cash.

  

(b)In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

1

 

(c)The Sub-Adviser shall determine the Assets to be purchased or sold by a 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 a 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 each 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 a 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 a 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) 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 a 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 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 agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).

 

(e)The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.

 

(f)To the extent called for by the Trust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.

2

 

(g)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.

 

(h)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

 

(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 a 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 a 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 a 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 a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

 

(j)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

 

(k)The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

 

To the extent permitted by law, the 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.

3

 

2.Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to each 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), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

 

3.Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies 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

 

(c)Prospectus of each Fund.

 

4.Compensation to the Sub-Adviser. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in 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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

 

5.Indemnification. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this 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) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this 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.

4

 

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 a 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 a 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.

 

7.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

 

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

 

(b)to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

5

 

8.Reporting of Compliance Matters.

 

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

 

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

 

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

 

(iii)a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

 

(iv)a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

 

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

 

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

 

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

 

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

 

9.Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

 

10.Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

6

 

11.Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attention: Legal Department

  

To the Trust’s CCO at: SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attention: Stephen Panner

 

To the Sub-Adviser at: JOHCM (USA) Inc.
53 State Street
Suite 1302, 13th Floor
Boston, MA 02109
Attention: Head of Institutional Client Service

 

12.Noncompete Provisions.

 

(a)The Sub-Adviser hereby agrees that, the Sub-Adviser will:

 

(i)waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and

 

(ii)not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services.

 

(b)Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 12 shall survive.

 

13.Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

 

14.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.

7

 

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, 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.

 

15.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 a Fund or the Trust.

 

(b)Where the effect of a requirement of the 1940 Act or Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

 

SEI Investments Management Corporation   JOHCM (USA) Inc.
     
By: /s/ James Smigiel   By: /s/ Jonathan Weitz
     
Name: James Smigiel   Name: Jonathan Weitz
     
Title: Chief Investment Officer   Title: Chief Operating Officer - US

8

 

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
JOHCM (USA) Inc.

 

As of January 23, 2023

 

SEI INSTITUTIONAL INTERNATIONAL TRUST

 

Emerging Markets Equity Fund
International Equity Fund

9

 

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
JOHCM (USA) Inc.

 

As of January 23, 2023

 

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           [REDACTED]

 

International Equity Fund

 

[REDACTED]

 

As of the effective date of this Schedule B, the International Equity Funds are as follows:

 

SEI Institutional International Trust International Equity Fund;

SEI Institutional Investments Trust World Equity Ex-US Fund; and

(SEI Canada) International Equity Fund.

 

Agreed and Accepted

 

SEI Investments Management Corporation   JOHCM (USA) Inc.
     
By: /s/ James Smigiel   By: /s/ Jonathan Weitz
     
Name: James Smigiel   Name: Jonathan Weitz
     
Title: Chief Investment Officer   Title: Chief Operating Officer - US

10

EX-99.B(D)(15) 3 tm2232087d1_ex99-bd15.htm EXHIBIT 99.B(D)(15)

Exhibit 99.B(d)(15)

 

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

 

AGREEMENT made as of this 13th day of December, 2022 between SEI Investments Management Corporation (the “Adviser”) and Lazard 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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), 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 a 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 each 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 each 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 a Fund, and what portion of the Assets will be invested or held uninvested in cash.

 

(b)In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures 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 a 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 a Fund’s compliance policy and procedures 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 each 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 a 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 a 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) 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 a 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 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 agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).

 

(e)The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.

 

(f)To the extent called for by the Trust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.

 

(g)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.

 

(h)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

 

(i)(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 a Fund. If the Sub-Adviser receives a misdirected proxy identifying a Fund, the Trust, the Adviser or Custodian, it shall promptly forward such misdirected proxy to the Adviser, or the Custodian, if only the Custodian is named.

 

(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 a Fund; provided that, in assuming such responsibility, Sub-Adviser shall only be responsible for voting proxies of which it has received timely notice. 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 a Fund to promptly forward misdirected proxies to the Sub-Adviser.

 

(j)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

 

(k)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

 

(l)The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

 

To the extent permitted by law, the 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, and with respect to certain non-investment management services, the Sub-Adviser’s third party service provider; 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. The Adviser shall continue to have responsibility for all services to be provided to each 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), Prospectus, Compliance Policies and Procedures, to the extent all such documents have been provided to the Sub-Adviser, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

 

3.Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies of each of the following documents:

 

(a)          The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”);

 

(b)          By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”);

 

(c)          Prospectus of each Fund; and

 

(d)          Compliance Policies and Procedures of each Fund.

 

4.Compensation to the Sub-Adviser. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in 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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

 

5.Indemnification. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the Sub-Adviser’s willful misfeasance, bad faith, negligence, reckless disregard or breach 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) howsoever arising from or in connection with the performance of the Adviser’s willful misfeasance, bad faith, negligence, reckless disregard or breach 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 a 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 a 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.

 

7.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

 

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

 

(b)to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

 

8.Reporting of Compliance Matters.

 

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

 

(i)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

 

(ii)a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

 

(iii)a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

 

(iv)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

 

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

 

(i)reasonable access to summaries of the testing, analyses, reports and other documentation, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

 

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

 

9.Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

 

10.Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

11.Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attention: Legal Department

 

To the Trust’s CCO at: SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attention: Chief Compliance Officer

 

To the Sub-Adviser at: Lazard Asset Management LLC
30 Rockefeller Center
New York, NY 10112
Attention: General Counsel

 

12.The Sub-Adviser hereby consents to the use of its name in a Fund’s disclosure documents, shareholder communications, advertising, sales literature and similar communications (“Marketing Materials”) provided that any information relating to Sub-Adviser is accurately derived from publicly available information or information provided by the Sub-Adviser to the Adviser for use in such Marketing Materials.

 

13.Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

 

14.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 14, 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.

 

15.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 a Fund or the Trust.

 

(b)Where the effect of a requirement of the 1940 Act or Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

 

SEI Investments Management Corporation   Lazard Asset Management LLC
     
By: /s/ James Smigiel   By: /s/ Nathan Paul
     
Name: James Smigiel   Name: Nathan Paul
     
Title: Chief Investment Officer   Title: Chief Business Officer

 

 

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Lazard Asset Management LLC
As of December 13, 2022

 

SEI INSTITUTIONAL INTERNATIONAL TRUST
International Equity Fund

 

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Lazard Asset Management LLC
As of December 13, 2022

 

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

 

SEI Institutional International Trust

 

[REDACTED]

 

As of the effective date of this Schedule B, the Global Momentum 130/30 Funds are as follows:

 

SEI Institutional International Trust International Equity Fund;
SEI Institutional Investments Trust World Equity Ex-US Fund;
SEI Institutional Investments Trust Screened World Equity Ex-US Fund;
Canada International Equity;
SGIF Global Select Fund; and
SGMF Global Equity Fund.

 

 

Agreed and Accepted:

SEI Investments Management Corporation   Lazard Asset Management LLC
     
By: /s/ James Smigiel   By: /s/ Nathan Paul
     
Name: James Smigiel   Name: Nathan Paul
     
Title: Chief Investment Officer   Title: Chief Business Officer

EX-99.B(D)(20) 4 tm2232087d1_ex99-bd20.htm EXHIBIT 99.B(D)(20)

 

Exhibit 99.B(d)(20)

 

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

 

AGREEMENT made as of April 1, 2022, between SEI Investments Management Corporation (the “Adviser”) and Ninety One UK Ltd. (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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), 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 a 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 each 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 each 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 a Fund, and what portion of the Assets will be invested or held uninvested in cash.

 

(b)In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

 1

 

(c)The Sub-Adviser shall determine the Assets to be purchased or sold by a 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 a 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 each 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 a 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 a 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) 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 a 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 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 agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).

2 

 

(e)The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.

  

(f)To the extent called for by the Trust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.

 

(g)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.

 

(h)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

 

(i)(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 a 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 a 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 a Fund to promptly forward misdirected proxies to the Sub-Adviser.

 

(j)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

 

(k)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

 3

 

(l)The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

 

(m)With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.

 

To the extent permitted by law, the 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. The Adviser shall continue to have responsibility for all services to be provided to each 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), Prospectus, Compliance Policies and Procedures, 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.

 

The Adviser acknowledges that it has received a copy of the Sub-Adviser’s Form ADV prior to the execution of this Agreement.

 

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”);

 4

 

(c)           Prospectus of each Fund; and

 

(d)           Compliance Policies and Procedures.

 

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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. 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) to the extent caused by or otherwise directly related to the negligence, bad faith, willful misconduct or reckless disregard of the Sub-Adviser; 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) to the extent caused by or otherwise directly related to the negligence, bad faith, willful misconduct or reckless disregard of the Adviser; 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 a 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.

 5

 

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 a 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.

 

7.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

 

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

 

(b)to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

 

8.Reporting of Compliance Matters.

 

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

 

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

 6

 

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

 

(iii)a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

 

(iv)a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

 

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

 

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

 

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

 

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

 

9.Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

 

10.Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

11.Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

To the Adviser at: SEI Investments Management Corporation
  One Freedom Valley Drive
  Oaks, PA 19456
  Attention: Legal Department

 7

 

To the Trust’s CCO at: SEI Investments Management Corporation
  One Freedom Valley Drive
Oaks, PA 19456
  Attention: Russ Emery
   
To the Sub-Adviser at: Ninety One UK Ltd.
  55 Gresham Street,
  London EC2V 7EL UNITED KINGDOM
  Attention: Head of Compliance

 

12.Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

 

13.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

 

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, 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.

 

14.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 a Fund or the Trust.

 

(b)Where the effect of a requirement of the 1940 Act or Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 8

 

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   Ninety One UK Ltd.
         
By: /s/ James Smigiel   By: /s/ Neil Found and Richard Brearley
         
Name: James Smigiel   Name: Neil Found and Richard Brearley
         
Title: Chief Investment Officer   Title: Authorised signatory and Head of Compliance

 9

 

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Ninety One UK Ltd.
As of April 1, 2022

 

SEI INSTITUTIONAL INTERNATIONAL TRUST

 

Emerging Markets Debt Fund

 10

 

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Ninety One UK Ltd.
As of April 1, 2022

 

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

 

SEI Institutional International Trust

 

Emerging Markets Debt Fund

 

[REDACTED]

 

As of the effective date of this Agreement the emerging markets debt mandates are as follows:

 

SIIT Emerging Markets Debt Fund;
SIT Emerging Markets Debt Fund;
SGMF the SEI Emerging Markets Debt Fund.

 

 

SEI Investments Management Corporation   Ninety One UK Ltd.
         
By: /s/ James Smigiel   By: /s/ Neil Found and Richard Brearley
         
Name: James Smigiel   Name: Neil Found and Richard Brearley
         
Title: Chief Investment Officer   Title: Authorised signatory and Head of Compliance

 

EX-99.B(D)(21) 5 tm2232087d1_ex99-bd21.htm EXHIBIT 99.B(D)(21)

 

Exhibit 99.B(d)(21) 

 

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

 

AGREEMENT made as of this 22nd day of June, 2022 between SEI Investments Management Corporation (the “Adviser”) and Pzena Investment 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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), 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 a 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 each 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 each 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 a Fund, and what portion of the Assets will be invested or held uninvested in cash.

 

(b)In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures 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 a 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 a Fund’s compliance policy and procedures 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 each 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 a 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 a 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) 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 a 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 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 agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).

2

 

(e)The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.

 

(f)To the extent called for by the Trust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.

 

(g)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.

 

(h)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

 

(i)(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 a 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 a 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 a Fund to promptly forward misdirected proxies to the Sub-Adviser.

 

(j)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

 

(k)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

 

 

(l)The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

 

(m)With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.

 

To the extent permitted by law, the 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. The Adviser shall continue to have responsibility for all services to be provided to each 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), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

 

3.Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies 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

 

(c)       Prospectus of each Fund. 

The Adviser hereby confirms receipt of the Sub-Adviser’s Form ADV Part 2.

 

 

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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

 

5.Indemnification. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this 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) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this 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 a 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 a 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.

 

 

7.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

 

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

 

(b)to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

 

8.Reporting of Compliance Matters.

 

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

 

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto, provided sharing of such materials shall be limited to in-person or virtual due diligence meetings;

 

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

 

 

(iii)a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

 

(iv)a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

 

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

 

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

 

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

 

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

 

9.Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

 

10.Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

11.Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

To the Adviser at: SEI Investments Management Corporation
  One Freedom Valley Drive
  Oaks, PA 19456
  Attention: Legal Department

 

To the Trust’s CCO at: SEI Investments Management Corporation
  One Freedom Valley Drive
  Oaks, PA 19456
  Attention: Russ Emery

 

 

To the Sub-Adviser at:

Pzena Investment Management, LLC

  320 Park Avenue, 8th Floor
  New York, NY 10022
  Attention: William L. Lipsey

  

12.Noncompete Provisions.

 

(a)The Sub-Adviser hereby agrees that, the Sub-Adviser will:

 

(i)waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and

 

(ii)not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services.

 

(b)Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 12 shall survive.

 

13.Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

 

14.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 14, 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.

 

 

15.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 a Fund or the Trust.

 

(b)Where the effect of a requirement of the 1940 Act or Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

 

SEI Investments Management Corporation   Pzena Investment Management LLC
     
By: /s/ James Smigiel   By: /s/ William L. Lipsey
     
Name: James Smigiel   Name: William L. Lipsey
     
Title: Chief Investment Officer   Title: President and Managing Principal

 

 

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Pzena Investment Management, LLC

 

As of June 22, 2022

 

SEI INSTITUTIONAL INTERNATIONAL TRUST

 

International Equity Fund

 

 

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Pzena Investment Management, LLC

 

As of June 22, 2022

 

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

 

SEI Institutional International Trust

 

International Equity Fund [REDACTED]

 

Agreed and Accepted:

 

SEI Investments Management Corporation   Pzena Investment Management LLC
     
By: /s/ James Smigiel   By: /s/ William L. Lipsey
     
Name: James Smigiel   Name: William L. Lipsey
     
Title: Chief Investment Officer   Title: President and Managing Principal

11

EX-99.B(D)(26) 6 tm2232087d1_ex99-bd26.htm EXHIBIT 99.B(D)(26)

 

Exhibit 99.B(d)(26)

 

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

 

AGREEMENT made as of July 1, 2022 between SEI Investments Management Corporation (the “Adviser”) and Virtus Fixed Income Advisers, 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, as amended, (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;

 

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; and

 

WHEREAS, the parties acknowledge that such investment advisory services are currently specifically provided by the Stone Harbor Investment Partners division of the Sub-Adviser.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:

 

(a)The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash.

 

(b)In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

 1

 

(c)The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the 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) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act.

 

(d)The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request.

 

 

The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).

 

(e)The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.

 

(f)The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.

 

(g)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

 

(h)(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.

 

 

(j)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 of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

 

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. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust’s Declaration of Trust (as defined herein), the Prospectus, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

 

3.Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies 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

 

(c)       Prospectus of the Fund.

 

4.Compensation to the Sub-Adviser. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in 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. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

 

 

5.Indemnification. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this 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) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this 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.

 

 

7.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

 

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

 

(b)to the extent that the Sub-Adviser’s activities or services could affect the Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

 

8.Reporting of Compliance Matters.

 

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

 

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

 

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

 

(iii)a report of any material changes to the policies and procedures that comprise the Sub-Adviser’s Compliance Program;

 

(iv)a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

 

 

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

 

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

 

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

 

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

 

9.Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

 

10.Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

11.Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

To the Adviser at: SEI Investments Management Corporation
  One Freedom Valley Drive
  Oaks, PA 19456
  Attention: Legal Department
   
To the Trust’s CCO at: SEI Investments Management Corporation
  One Freedom Valley Drive
  Oaks, PA 19456
  Attention: Russ Emery
   
To the Sub-Adviser at: Virtus Fixed Income Advisers, LLC
  c/o Stone Harbor Investment Partners
  Attention: Legal/Compliance team
  31 West 52nd Street, 16th floor
  New York, NY 10019

 

 

12.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.

 

13.Noncompete Provisions.

 

(a)The Sub-Adviser hereby agrees that, the Sub-Adviser will:

 

(i)waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and

 

(ii)will not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services.

 

(b)Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 13 shall survive.

 

14.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 14, 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.

 

 

15.Miscellaneous.

 

(a)A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Fund or the Trust.

 

(b)Where the effect of a requirement of the 1940 Act or Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

 

SEI Investments Management Corporation   Virtus Fixed Income Advisers, LLC
     
By: /s/ Stephen G. MacRae   By: /s/ Jeffrey Scott
     
Name: Stephen G. MacRae   Name: Jeffrey Scott
     
Title: Vice President   Title: CCO (Stone Harbor)

 

 

Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Virtus Fixed Income Advisers, LLC

 

As of July 1, 2022

 

SEI INSTITUTIONAL INTERNATIONAL TRUST

 

Emerging Markets Debt Fund

 10

 

Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Virtus Fixed Income Advisers, LLC

 

As of July 1, 2022

 

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

 

Emerging Markets Debt Fund        [REDACTED]

 

Agreed and Accepted:

 

SEI Investments Management Corporation   Virtus Fixed Income Advisers, LLC
     
By: /s/ Stephen G. MacRae   By: /s/ Jeffrey Scott
     
Name: Stephen G. MacRae   Name: Jeffrey Scott
     
Title: Vice President   Title: CCO (Stone Harbor)

 

EX-99.B(I) 7 tm2232087d1_ex99-bi.htm EXHIBIT 99.B(I)

 

Exhibit 99.B(i)

 

(GRAPHIC)

 

January 27, 2023

 

SEI Institutional International Trust

One Freedom Valley Drive

Oaks, Pennsylvania 19456

 

Re:Opinion of Counsel regarding Post-Effective Amendment No. 80 to the Registration

Statement filed on Form N-1A under the Securities Act of 1933 (File No. 033-22821)

 

Ladies and Gentlemen:

 

We have acted as counsel to SEI Institutional International Trust, a Massachusetts business trust (the “Trust”), in connection with the above-referenced Registration Statement (as amended, the “Registration Statement”), which relates to the Trust’s units of beneficial interest, without par value (collectively, the “Shares”). This opinion is being delivered to you in connection with the Trust’s filing of Post-Effective Amendment No. 80 to the Registration Statement (the “Amendment”) to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

 

In connection with this opinion, we have reviewed, among other things, copies of the following documents:

 

(a)       a certificate of the Commonwealth of Massachusetts certifying that the Trust is validly existing under the laws of the Commonwealth of Massachusetts;

 

(b)       the Agreement and Declaration of Trust for the Trust and all amendments and supplements thereto (the “Declaration of Trust”);

 

(c)       a certificate executed by Katherine Mason, Vice President and Assistant Secretary of the Trust, certifying as to, and attaching copies of, the Trust’s Declaration of Trust, the Trust’s Amended and Restated By-Laws (the “By-Laws”) and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and

 

(d)       a printer’s proof of the Amendment.

 

  Morgan, Lewis & Bockius LLP  
     
  1701 Market Street  
  Philadelphia, PA  19103-2921 (GRAPHIC) +1.215.963.5000
  United States (GRAPHIC) +1.215.963.5001

 

 

In our capacity as counsel to the Trust, we have examined the originals or certified, conformed or reproduced copies of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers and representatives of the Trust. We have assumed that the Amendment, as filed with the Securities and Exchange Commission, will be in substantially the form of the printer’s proof referred to in paragraph (d) above.

 

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the terms of purchase described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts, except that, as set forth in the Registration Statement, shareholders of a Fund may under certain circumstances be held personally liable for its obligations.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

 

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

 

EX-99.B(J) 8 tm2232087d1_ex99-bj.htm EXHIBIT 99.B(J)

 

Exhibit 99.B(j)

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated November 29, 2022, with respect to the financial statements of SEI Institutional International Trust, comprised of the International Equity Fund, Emerging Markets Equity Fund, International Fixed Income Fund, and Emerging Markets Debt Fund, as of September 30, 2022, incorporated herein by reference, and to the references to our firm under the heading “Financial Highlights” in the Prospectuses and under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

January 27, 2023

 

EX-99.B(P)(1) 9 tm2232087d1_ex99-bp1.htm EXHIBIT 99.B(P)(1)

Exhibit 99.B(p)(1)

 

 

 

Contents    
     
SECTION 1 – Introduction   3
A. General Policy   3
B. Rebuttal of Presumption of Access Person Status   3
SECTION 2 – Using This Code of Ethics   4
A. Annual Certification   4
B. Restriction on Use   4
C. Duty to Report Violations of the Code   4
SECTION 3 – Confidential Information   4
SECTION 4 – Prohibition Against Fraud, Deceit and Manipulation   5
SECTION 5 – Excessive Trading of Shares of the SEI Funds   5
SECTION 6 – Sanctions   5
SECTION 7 – Recordkeeping   5
SECTION 8 – Service as a Director of a Public Company (Access, Investment and Portfolio Management Persons Only)   6
SECTION 9 – Personal Securities Trading (Access, Investment and Portfolio Management Persons Only)   6
A. Initial, Quarterly and Annual Transactions and Holdings Certifications   6
B. Establishing a New PSA   7
C. Pre-Clearance of Outside Business Activities, Private Securities Transactions and Initial Public Offerings   7

 

 

 

D.     Discretionary Accounts   7
SECTION 10 – Additional Pre-Clearance Obligations (Investment and Portfolio Management Persons Only)   7
Glossary   10

 

SIMC Code of Ethics - August 23, 2021

 

 

 

SECTION 1 Introduction

 

This Code is designed to reinforce SIMC’s principles of integrity and ethics. SIMC’s adherence to these principles is critical in an industry that is based on trust and fiduciary duty. This Code is also designed to enforce compliance with applicable regulation and best practices in the United States. The recordkeeping provisions of SIMC’s Compliance Manual are incorporated herein by reference.

 

All SIMC directors, officers and employees (including interns to SIMC) are considered Supervised Persons and are subject to this Code. Depending on the information to which you have access, you may also be considered an Access Person, Investment Person or Portfolio Management Person and are subject to additional obligations as set forth in the Code. You should note that certain portions of the Code may also apply to others, including certain members of your Immediate Family.

 

This Code is applicable to you not only as you conduct the business of SIMC, but as you conduct the business of SIMC’s affiliates and subsidiaries as well. Supervised Persons located in SIMC’s Global Offices are subject to this Code and may also be subject to additional codes, policies and procedures related to ethical conduct. You can obtain this Code and related documents from the compliance professionals in each office.

 

You are also subject to the Code of Conduct of SEI, which is incorporated herein by reference, as well as to various other compliance policies and procedures governing the activities of SIMC and its personnel including, without limitation, SIMC’s insider trading policies and procedures. The requirements and limitations of this Code are in addition to any requirements or limitations contained in the Code of Conduct or in other compliance policies and procedures applicable to SIMC and its personnel.

 

Strict adherence to the requirements of the Code is a fundamental part of your job. You must certify that you have read and understand the Code at the time of hiring and at least annually thereafter. The Asset Management Compliance team manages the SIMC Compliance program. If you have questions about how the Code applies to you, contact Asset Management Compliance at AssetManagementCompliance@seic.com.

 

Violation of this Code or of any business-specific requirement applicable to you may lead to disciplinary action, including termination of employment (See Section 6 – Sanctions).

 

A.            General Policy

 

You have a fiduciary obligation to SEI’s Clients when engaging in professional and personal activities. Specifically, you have a duty to:

 

Comply with the Code’s requirements;
Observe applicable ethical standards in the performance of your duties;

Adhere to the highest standards of loyalty, candor and care in all matters relating to SIMC and its Clients. This includes putting the interests of SIMC’s Clients before your own;

Conduct all business dealings consistent with the Code and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of your position of trust and responsibility;

Maintain the confidentiality of the security holdings and financial circumstances of SIMC’s Clients;
Maintain your independence in the investment decision-making process;

Not use any material non-public information in securities trading or divulge such information to any persons except as this Code and other SIMC policies and procedures permit;

Comply with applicable federal and state securities laws; and
Report any violations of this Code promptly to Asset Management Compliance.

 

The Code sets out basic principles to guide you but is not intended to cover every ethical issue that may arise. Please contact Asset Management Compliance if you have questions or concerns regarding the Code.

 

B.            Rebuttal of Presumption of Access Person Status

 

For the purposes of this Code, all SIMC directors and officers are presumed to be Access Persons and thus are subject to the reporting requirements as described in the Code unless and until the presumption is rebutted.

 

This presumption may be rebutted as to these persons, but only if Asset Management Compliance makes a finding that such person, in connection with his or her regular functions or duties, (a) does not have access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund the adviser or its control affiliates manage; and (b) is not involved in making securities recommendations to clients, and does not have access to such recommendations that are non-public.

 

SIMC Code of Ethics - August 23, 2021

 

3

 

 

Prior to making a determination rebutting the presumption that a person is an Access Person, Asset Management Compliance will investigate all relevant facts and prepare a memorandum for the file which sets forth the facts demonstrating the rebuttal of the presumption, as well as the determination that such person is not, in fact, an Access Person for the purpose of this Code. Asset Management Compliance shall retain a copy of this memorandum in its files. Asset Management Compliance also shall maintain a list of all persons deemed Access Persons for the purpose of this Code. Asset Management Compliance shall review the list and reaffirm that it is accurate and complete no less frequently than on an annual basis.

 

SECTION 2 Using This Code of Ethics

 

A.            Annual Certification

 

Asset Management Compliance will distribute at least once per year, a current copy of the Code and any amendments. You are required to annually certify that you have received and read the Code and any amendments, understand its provisions and agree to abide by its requirements.

 

B.            Restriction on Use

 

The Code is intended for use in connection with your job-related duties. You must obtain authorization from Asset Management Compliance, via email, before providing an outside person or entity with a copy of the Code. All copies of the Code provided to any outside person or entity must be provided in read-only format.

 

C.            Duty to Report Violations of the Code

 

If you become aware of conduct which you feel is unethical, improper, illegal, or is otherwise a violation of any provision of this Code, you are required to report such information to Asset Management Compliance as soon as practicable after discovering the violation. Concealing or covering up any violation of the Code is itself a violation of the Code. You are not authorized or required to carry out any order or request to cover up such a violation and if you receive such an order you must report it to Asset Management Compliance. You have a duty to cooperate fully with ethics investigations and audits, and to answer questions truthfully and to the best of your ability. If you report violations of the Code in good faith, you will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this Code and any concern about retaliation should be reported to Asset Management Compliance immediately. Any person found to have retaliated against you for reporting violations of the Code will be subject to appropriate disciplinary action. Asset Management Compliance will maintain a log of all violations of the Code. Violations are reported on a quarterly basis to the SIMC Board of Directors and may also be reported to the applicable manager and/or SEI Chief Compliance Officer or his or her designee as necessary.

 

SECTION 3 Confidential Information

 

Ethical behavior includes safeguarding the security of confidential information. You are prohibited from revealing confidential information to any third party or anyone within SIMC that does not have a legitimate business reason for knowing such information. This applies even after you have terminated your employment or association with SIMC. Patentable and secret processes, product information, pricing and any other confidential information must remain that way. You are obligated to protect SIMC’s confidential information. Confidential information includes, but is not limited to, business, marketing and service plans; operational techniques; internal controls; compliance policies; methods of operation; security procedures; strategic plans; research activities and plans; portfolio and investment strategies and modeling; transactions; holdings; marketing or sales plans; pricing or pricing strategies; databases; records; salary information; any unpublished financial data and reports, including information concerning revenues, profits and profit margins; proprietary information; and any information concerning SIMC’s technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof and other confidential information and materials of SIMC, its affiliates, their respective clients or suppliers or other persons or entities with whom they do business.

 

SIMC Employees are not restricted or prohibited from initiating communications directly with, responding to any inquiries from, providing testimony before, providing SIMC Confidential Information to, or reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (collectively, the Regulators), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of SIMC to engage in such communications, respond to such inquiries, provide such Confidential Information or documents, or make any such reports or disclosures. You are not required to notify SIMC that you have engaged in such communications, responded to such inquiries or made such reports or disclosures. Further, nothing in the Code prohibits or restricts you from filing a charge, responding to an inquiry, participating in an investigation, or providing testimony about SIMC or its Confidential Information by, with, or before any Regulator.

 

SIMC Code of Ethics - August 23, 2021

 

4

 

 

All designated representatives from the Asset Management Compliance department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIMC as necessary to evaluate compliance with or sanctions under this Code.

 

SECTION 4 Prohibition Against Fraud, Deceit and Manipulation

 

You may not, directly or indirectly, in connection with the purchase or sale of a Covered Security held or to be acquired by a Client:

 

Employ any device, scheme or artifice to defraud the Client;
Mislead such Client, including by making a statement that is untrue or omits material facts;
Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or
Engage in any manipulative practice with respect to a Client or securities (including price manipulation of a security).

 

SECTION 5 Excessive Trading of Shares of the SEI Funds

 

You may not engage in excessive short-term trading of shares of open-end funds within the SEI Funds where prohibited by the Prospectus. Each Fund’s policy on excessive short-term trading (including round trip trade restrictions) can be found in its Prospectus and Statement of Additional Information.

 

SECTION 6 Sanctions

 

Any violation of the rules and requirements set forth in the Code may result in the imposition of such sanctions as Asset Management Compliance, management and/or general counsel, as applicable, may deem appropriate under the circumstances. These sanctions may include, but are not limited to:

 

Written warning;
Reversal of securities transactions;
Restriction of trading privileges;
Disgorgement of trading profits;
Fines;
Reporting to the SIMC Board of Directors;
Suspension or termination of employment; or
Referral to regulatory or law enforcement agency.

 

Factors which may be considered in determining an appropriate penalty include, but are not limited to: harm to clients; the frequency of occurrence; the degree of personal benefit to the person; the degree of conflict of interest; the extent of unjust enrichment; evidence of fraud, violation of law or reckless disregard of a regulatory requirement; and/or the level of accurate, honest and timely cooperation from the person.

 

SECTION 7 Recordkeeping

 

Asset Management Compliance will:

 

Periodically review the personal securities transaction reports or duplicate statements filed by Access Persons, Investment Persons and Portfolio Management Persons and compare with the reports or statements of Investment Vehicles’ completed portfolio transactions. If Asset Management Compliance determines that a compliance violation may have occurred, Asset Management Compliance will give the person an opportunity to supply explanatory material.

Prepare an annual issues or certification report to the board of any Investment Vehicle that is a registered investment company that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIMC has adopted procedures reasonably necessary to prevent SIMC personnel from violating this Code.

Prepare a written report to SIMC management outlining any violations of the Code together with recommendations for the appropriate penalties.

Preserve a record of approval granted for Outside Business Activities (OBA).

Preserve a record of approval granted for the purchase of securities offered in connection with an Initial Public Offering (IPO) or a private securities transactions, including the rationale supporting any decision.

Maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act and Rule 204-2 of the Advisers Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

Preserve a copy of this Code that is, or at any time within the past five years has been, in effect in an easily accessible place for a period of five years.

 

SIMC Code of Ethics - August 23, 2021

 

5

 

 

Preserve a record of any Code violation and of any sanctions taken in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

Preserve a copy of each Holdings and Transactions Certification submitted under this Code, including any information provided in lieu of any such reports made under the Code, for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

Maintain a record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

 

Preserve a record of any decision, and the reasons supporting the decision, to approve an employee’s acquisition of securities in an IPO or private securities transactions, for at least five years after the end of the fiscal year in which the approval is granted.

 

SECTION 8 Service as a Director of a Public Company (Access, Investment and Portfolio Management Persons Only)

 

You are not permitted to serve as a director of a publicly traded company.

 

SECTION 9 Personal Securities Trading (Access, Investment and Portfolio Management Persons Only)

 

A.            Initial, Quarterly and Annual Transactions and Holdings Certifications

 

You must disclose any Personal Securities Accounts1 (PSAs) that may contain Covered Securities in which you have a Beneficial Ownership Interest, including any Discretionary Accounts. All certifications are completed via the FIS Protegent PTA System (PTA). The content of such Certifications will comply with the requirements set forth in Rule 204A-1 of the Investment Advisers Act of 1940. Completed Certifications will be managed and reviewed by Asset Management Compliance.

 

Initial Reporting:

oComplete the Initial Broker Accounts and Initial Holdings Certification within 10 calendar days of the hire/transfer date.

 

Quarterly Reporting:

oComplete the Quarterly Accounts and Transaction Certifications within 30 calendar days of the end of each quarter.

 

Annual Reporting:

oComplete the Annual Holdings Certifications and Annual Disclosure Information Document within 30 days after the calendar year ends.

 

All information submitted must be current within 45 calendar days prior to the date of the Certification. Any certifications that are past due will be reported to the SIMC Board of Directors.

 

Rule 204A-1 permits three exceptions to personal securities reporting. No reports are required:

 

with respect to transactions effected pursuant to an automatic investment plan;

with respect to securities held in accounts over which the access person had no direct or indirect influence or control (e.g. Discretionary Accounts) ; or

in the case of an advisory firm that has only one access person, so long as the firm maintains records of the holdings and transactions that rule 204A-1 would otherwise require be reported.

 

For the avoidance of doubt, securities that qualify for the above exceptions shall not be subject to holdings and transactions reporting under this Code. However, such accounts must be reported on your Quarterly Accounts Certification and 1) you must receive advance approval/confirmation from Compliance before availing yourself of one of the above exceptions, and 2) if at any time they cease to qualify for these exceptions, they must be reported.

 

SEI Stock, the SEI Employee Stock Purchase Plan (ESPP) and the SEI Employee Stock Option Plan (ESOP)

 

You are not required to report the purchase or sale of SEI Stock within the SEI ESPP. However, you must report on a Quarterly Transaction Certification your purchase or sale of SEI stock executed outside of an Automatic Investment Program (AIP), as well as the exercise of employee stock options under the ESOP.

 

SEI Capital Accumulation (401(k)) Plan and SEI Funds

 

 

1 PSAs that hold nonaffiliated open end mutual funds do not need to be disclosed.

 

SIMC Code of Ethics - August 23, 2021

 

6

 

 

You are not required to report trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and SEI Funds trades done through an employee account established at SEI Private Trust Company. Any SEI Funds trades done in a different channel must be reported on a Quarterly Transaction Certification.

 

B.            Establishing a New PSA

 

When you establish a new PSA, you must promptly notify (1) Asset Management Compliance by inputting the account information into PTA, (2) make sure it is being reported on the next Quarterly Accounts and Transaction Certifications and (3) notify the Financial Institution maintaining the PSA that you are associated with SIMC. Statements for all PSAs that may contain Covered Securities in which you have a Beneficial Ownership Interest must be either (1) provided via electronic data feeds2 or (2) manually uploaded by the employee.

 

Electronic Data Feeds

 

Asset Management Compliance will notify the Financial Institution if you have SIMC’s permission to maintain the account (if necessary)

Asset Management Compliance will direct the Financial Institution to link the account by an electronic data feed via PTA.

 

Manual Statements (non-Electronic Data Feeds)

 

The transactions in accounts for which no electronic data feed is available must be manually entered into PTA.
Manual statement(s) must also be uploaded to PTA via the “Add Statement” button on a quarterly basis.

 

If you are also registered with SIMC’s affiliated broker/dealer, SIDCO, and already have duplicate account statements being sent to SIDCO, it is not necessary for you to request additional statements from the Financial Institution to PTA.

 

C.            Pre-Clearance of Outside Business Activities, Private Securities Transactions and Initial Public Offerings

 

An Access Person’s OBA, private securities transaction or IPO raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors. You must obtain pre-clearance, via PTA or email, from Asset Management Compliance before:

 

conducting any OBA or
acquiring (directly or indirectly) beneficial ownership in securities issued in an private securities transactions or IPO.

 

Both the Outside Business Activity and Private Securities Transactions/IPO Disclosure (SIDCO/SIMC) Form can be found in PTA. AIFMD regulatory requirements restrict the purchase of the UK Property Fund by all SIMC employees.

 

D.            Discretionary Accounts

 

If you maintain a Discretionary Account, you must:

 

Include the Discretionary Account in your Accounts Certification;
Facilitate provision of statements for any such account to Asset Management Compliance;
Certify to Asset Management Compliance that transactions in the account are, in fact, effected on a discretionary basis by the investment advisor.

 

If you have questions about whether your account is considered a Discretionary Account, please contact Asset Management Compliance. Asset Management Compliance reserves the right to contact the adviser to the Discretionary Account to verify the discretionary status of the account.

 

SECTION 10 Additional Pre-Clearance Obligations (Investment and Portfolio Management Persons Only) Pre-Clearance

 

Investment and Portfolio Management Persons must pre-clear transactions in Covered Securities via PTA unless the transaction qualifies for the Small Transaction Exception discussed below. If approved, pre-clearance will be effective for two (2) business days. Day one of the pre-clearance period is the day that pre-clearance is obtained, and expiration occurs at the close of trading on the next business day. Exceptions may be made solely at the discretion of Asset Management Compliance.

 

 

2 New SIMC or SIDCO employees hired after July 1, 2021 will no longer be able to keep assets with brokers that do not provide electronic data feed. Please see the AMC Corporate Governance site for the full list of approved brokers.

 

SIMC Code of Ethics - August 23, 2021

 

7

 

 

You are not required to pre-clear the following types of transactions:

 

Covered Securities Transactions in amounts that come within the Small Transaction Exception (discussed below);
Covered Securities Transactions in accounts over which you have no direct or indirect influence or control. This includes transactions in Discretionary Accounts;

Covered Securities Transactions that are non-volitional. This includes Covered Securities Transactions upon exercise of puts or calls written by you, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;

Covered Securities Transactions made pursuant to an AIP; however, any transaction that overrides the preset schedule or allocations of the AIP must be pre-cleared with Asset Management Compliance and reported in a Quarterly Transaction Report;

Covered Securities Transactions upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer;

Acquisitions of Covered Securities through gifts or bequests;

SEI Employee Stock Purchase Plan and Employee Stock Option Plan. Investment Vehicles (with the exception of the SIIT Large Cap Index Fund) do not hold SEI stock. Therefore, you do not have to pre-clear your transactions in SEI stock (even if executed outside an AIP) or the exercise of SEI stock options. These transactions must, however, be executed in compliance with SEI’s Insider Trading Policy, which is incorporated herein by reference.

SEI Funds. You are not required to pre-clear transactions in the SEI Funds as long as the trades are done through an account established at SEI Private Trust Company. Any SEI Fund trades done in a different channel must be pre-cleared.

SEI Capital Accumulation 401(k) Plan. You are not required to pre-clear transactions in the SEI Funds and Affiliated Mutual Funds in SEI’s Capital Accumulation 401(k) Plan.

Asset Management Compliance can grant exemptions from the personal trading restrictions in this Code (including preclearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Asset Management Compliance must document all exemptions that it grants.

 

Small Transaction Exception

 

Pre-clearance is not required for a purchase or sale of the same Covered Security of less than $25,000 per issuer over a five (5) business day period. For leveraged transactions such as derivative transactions (options, futures, etc.), the determination of a pre-clearance requirement must be made based on the total value of the underlying or associated assets (i.e., the notional value).

 

Example: If he/she buys 10 options contracts that gives her/him the right to purchase 1,000 shares of stock ABC at the strike price of $25 at some time in the future, pre-clearance is necessary although the premium paid for that option falls below the $25,000 threshold.

 

This exception does not apply to the acquisition of securities as part of a private securities transactions or IPO. Additionally, you must continue to adhere to the “Minimum Holding Periods” as set forth in the Code.

 

60-Day Minimum Holding Periods

 

The 60-day minimum holding periods are applicable for any purchase and sale or sale and purchase of the same Covered Security in which you have a Beneficial Ownership Interest. The 60 calendar days holding period starts on the NEXT day after the trade is executed. The holding periods are calculated on a First In First Out (FIFO) basis.

 

This prohibition3 does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indices or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under the “Excessive Trading of Shares of the SEI Funds” section of this Code.

 

Blackout Periods on Purchases and Sales

 

Investment Persons may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

 

 

3 In situations such as financial hardship and/or life changing events, Investment and Portfolio Management Persons might request for an exception on a case of case basis with the discretion of AMC Compliance.

 

SIMC Code of Ethics - August 23, 2021

 

8

 

 

Portfolio Management Persons may not purchase or sell, directly or indirectly, any Covered Security within 7 days before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

 

SIMC Code of Ethics - August 23, 2021

 

9

 

 

Glossary

 

Access Persons are defined as any Supervised Persons who (a) have access to non-public information regarding any Client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund; or (b) who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public.

 

Note: SIMC directors and officers are presumed Access Persons unless the presumption is rebutted under certain circumstances as described in Section 1 (II).

 

Access Persons – For purposes of this Code, all persons on the following teams are considered to be Access Persons: list at bottom of file

 

Affiliated Funds – A list of current affiliated is available via the AMC Corporate Governance site.

 

Automatic Investment Program (AIP) – A program in which regular periodic payments (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation, including a dividend reinvestment plan.

 

Beneficial Ownership Interest/Beneficially Own – Under relevant securities laws, you have a beneficial ownership interest in securities (or beneficially own securities) if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. You are presumed to have a pecuniary interest in securities held by members of your Immediate Family.

 

For example, you have a beneficial ownership interest in securities held within a PSA that is registered in your name or your Immediate Family member’s name. You also have beneficial ownership in securities held within a PSA if you (or an Immediate Family member) (1) obtain benefits from the PSA substantially equivalent to whole or partial ownership, even if indirectly or (2) directly or indirectly control investment decisions for the PSA.

 

Client – Any client of SIMC who has entered into a contractual arrangement with SIMC, including, but not limited to, individuals, institutions and Investment Vehicles.

 

Covered Securities Transaction – The purchase or sale of (or any other transaction in) a Covered Security, including the writing of an option to purchase or sell a Covered Security.

 

Covered Security – A Covered Security is any U.S. security except:

 

Direct obligations of the U.S. government;

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
Annuity Plans;
Shares issued by money market funds;
Shares issued by open-end funds that are not Affiliated Mutual Funds; and

 

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Affiliated Mutual Funds

 

By way of example, a Covered Security may include a crowdfunded securities offering; note; stock; closed-end fund; exchange traded fund (ETF); commodity interests; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a security; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

 

Discretionary Account – An account or blind trust in which you give a Financial Institution discretion as to the purchase or sale of securities or commodities, including selection, timing, and price to be paid or received. By so doing, you empower the Financial Institution to buy and sell without your prior knowledge or consent, although you may set broad guidelines for managing the account (e.g., limiting investments in blue chip stocks or banning investment in “sin” stocks). In order to be considered a Discretionary Account, you must not:

 

SIMC Code of Ethics - August 23, 2021

 

10

 

 

Suggest purchases or sales of investments to the trustee or Financial Institution;
Direct purchases or sales of investments;
Provide final approval of purchases or sales of investments prior to a transaction (this is different than approving an investment strategy or goal with your Financial Institution); or
Consult with the trustee or Financial Institution as to the particular allocation of investments to be made in the account

 

Financial Institution – A broker-dealer, investment advisor, bank or other financial entity.

 

Immediate Family – A member of your immediate family includes your spouse or domestic partner, minor children, dependents and other relatives who share the same residence with you. Or any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

 

Initial Public Offering (IPO) – Generally refers to the first sale of stock by a private company to the public. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded.

 

Investment Person – Any person that is an Access Person and who also directly oversees the performance of one or more sub-advisers for any Investment Vehicle, or obtains or is able to obtain prior or contemporaneous information regarding the purchase or sale of Covered Securities by any Investment Vehicle or Client.

 

For purposes of this Code, all persons on the following teams are considered to be Investment Persons:

 

IMU: Communication
IMU: Management
IMU: Manager Research
IMU: Risk Management
IMU: Solution
Institutional: Advice
Legal: Funds
Legal: SIMC (Compliance)
Private Wealth Management (client facing)
Private Wealth Management (operations)
Interns to these groups**

 

* Investment Personnel located in the UK (IMU UK Personnel) and Hong Kong (Hong Kong Personnel) are subject to this Code of Ethics. However, those IMU UK and Hong Kong Personnel are also separately subject to the SEI Investments Europe, Ltd. (SIEL) Personal Account Dealings Policy. Further, SIEL Compliance will report violations of its policy by these personnel to SIMC Compliance on a quarterly basis, and SIMC Compliance may take actions with respect to such violations as set forth in the SIMC Code of Ethics (which may be enforced in coordination with SIEL Compliance). IMU UK and Hong Kong Personnel will be subject to the same training and annual certification requirements to which all SIMC employees are subject, which is administered by SIMC Compliance.

 

** Temporary employees are excluded from this group

 

Investment Vehicle – Any registered Investment Company, unregistered product or other asset management account for which SIDCO services as underwriter for the investment vehicle.

 

Private Securities Transactions - A transaction that may occur outside normal market facilities or outside a securities brokerage account and includes, but is not limited to: limited offering, private placements, unregistered securities, private partnerships and investment partnerships.

 

An Access Person’s private placement purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

 

Personal Securities Account (PSA) – Any personal account that may contain Covered Securities in which you have a Beneficial Ownership Interest or which permits you to transact in such securities. This includes accounts maintained with Financial Institutions (in your name or an Immediate Family members name) over which you maintain direct or indirect control or investment discretion. It also includes any trust for which you are a trustee or from which you benefit directly or indirectly and any partnership (general, limited or otherwise) of which you are a general partner or a principal of the general partner. For the avoidance of doubt, Discretionary Accounts are Personal Securities Accounts and must be reported.

 

SIMC Code of Ethics - August 23, 2021

 

11

 

 

Portfolio Management Person Any person that is an Access Person and who also purchases or sells Covered Securities for one or more Investment Vehicles or who is otherwise entrusted with responsibility and authority to make investment decisions regarding Covered Securities for one or more Investment Vehicles.

 

For purposes of this Code, all persons on the following teams are considered to be Portfolio Management Persons:

 

Global Banks AMD
IMU: Alternative Investments
IMU: Fixed Income Portfolio Management
IMU: Portfolio Management
IMU: Portfolio Strategies
Institutional Business Unit
Interns to these groups**

 

** Temporary employees are excluded from this group

 

SEI Refers to SEI Investments Company, the parent company of SIDCO.

 

SIDCO Refers to SEI Investments Distribution Co.

 

Asset Management Compliance SIMC’s Chief Compliance Officer and supporting personnel and designees.

 

FIS Protegent PTA System (PTA) SEI’s electronic personal trading system and vendor.

 

Supervised Person For purposes of this Code, Supervised Persons are all directors, officers and employees of SIMC. This includes all Access PersonsInvestment Persons and Portfolio Management Persons, as well as employees and interns** on any of the following teams:

 

AMD: US Asset Mgt
Goal Investor: Direct to Consumer
IMU: Management
Independent Advisor Solutions: Conversion
Independent Advisor Solutions: ASG Client Experience
Independent Advisor Solutions: ASG Management
Independent Advisor Solutions: Business Management
Independent Advisor Solutions: Client Administration
Independent Advisor Solutions: Demand Generation & Awareness
Independent Advisor Solutions: Digital First Distribution
Independent Advisor Solutions: Distribution & Engagement Management
Independent Advisor Solutions: Engagement Team
Independent Advisor Solutions: Investment Services
Independent Advisor Solutions: Investment Strategies
Independent Advisor Solutions: Marketing/Communication
Independent Advisor Solutions: National Accounts Team
Independent Advisor Solutions: Sales
Independent Advisor Solutions: Sales - Enterprise Team
Independent Advisor Solutions: Sales - Preferred Plus Team
Independent Advisor Solutions: Sales - Preferred/Core Value
Independent Advisor Solutions: Sales - Premier Team
Independent Advisor Solutions: National Accounts Team / Lead Generation
Institutional: Global Strategy
Institutional: Management
Institutional: Marketing
Institutional: RFP
Institutional: Sales
Institutional: Solutions
Legal: General Counsel
Private Wealth Management (non-client facing)
Private Wealth Management (non-client facing/mtkg)

 

** Temporary employees are excluded from this group

 

SIMC Code of Ethics - August 23, 2021

 

12

 

EX-99.B(P)(2) 10 tm2232087d1_ex99-bp2.htm EXHIBIT 99.B(P)(2)

Exhibit 99.B(p)(2)

 

 

Contents

 

SECTION 1 – INTRODUCTION 2
   
I. GENERAL POLICY 2
   
SECTION 2 – USING THIS CODE OF ETHICS 3
   
I. ANNUAL CERTIFICATION 3
   
II. RESTRICTION ON USE 3
   
III. DUTY TO REPORT VIOLATIONS OF THE CODE 3
   
SECTION 3 – CONFIDENTIAL INFORMATION 3
   
SECTION 4 – PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION 4
   
SECTION 5 – EXCESSIVE TRADING OF SHARES OF THE SEI FUNDS 4
   
SECTION 6 – SANCTIONS 4
   
SECTION 7 – RECORDKEEPING 4
   
SECTION 8 – SERVICE AS A DIRECTOR OF A PUBLIC COMPANY 5
   
SECTION 9 – PERSONAL SECURITIES ACCOUNTS, BENEFICIAL OWNERSHIP OF COVERED 5
   
SECURITIES AND TRANSACTION REPORTING 5
   
I. INITIAL HOLDINGS REPORT, QUARTERLY TRANSACTIONS REPORT AND ANNUAL HOLDINGS REPORT 5
   
II. ESTABLISHING A NEW PSA 5
   
III. PRE-CLEARANCE OF IPOS AND LIMITED OFFERINGS/PRIVATE PLACEMENTS 6

 

 

 

IV. DISCRETIONARY ACCOUNTS 6
   
V. ADDITIONAL PRE-CLEARANCE OBLIGATIONS 6
   
VI. EXCEPTION TO REPORTING REQUIREMENTS 8
   
GLOSSARY 8

 

SECTION 1 – INTRODUCTION

 

SEI Investments Distribution Co. (“SIDCO”) serves as principal underwriter for investment companies that are registered under the Investment Company Act of 1940 (“Investment Vehicles”). In addition, certain employees of SIDCO may serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics (“Code”) sets forth the procedures and restrictions governing personal securities transactions for certain SIDCO personnel.

 

SIDCO has a highly ethical business culture and expects that its personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SIDCO personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

 

Pursuant to this Code, SIDCO personnel, their family members, and other persons associated with SEI Investments Management Corporation (“SIMC”) may be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

 

You are also subject to the Code of Conduct of SEI, which is incorporated herein by reference, as well as to various other supervisory procedures and other policies governing the activities of SIDCO and its personnel including, without limitation, SIDCO’s insider trading policies and procedures. The requirements and limitations of this Code are in addition to any requirements or limitations contained in the Code of Conduct or in other compliance policies and procedures applicable to SIDCO and its personnel. All employees are required to comply with federal securities laws and any regulations set forth by self-regulatory organizations (FINRA, NASD, and the MSRB) of which SIDCO is a member.

 

Strict adherence to the requirements of the Code is a fundamental part of your job. You must certify that you have read and understand the Code at the time of hiring and at least annually thereafter. If you have questions about how the Code applies to you, contact the Compliance Team at Asset ManagementCompliance@seic.com as they manage the SIDCO Compliance Program.

 

Violation of this Code or of any business-specific requirement applicable to you may lead to disciplinary action, including termination of employment (See Section 6 – Sanctions).

 

I.       GENERAL POLICY

 

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 thereunder, as amended, to the extent applicable to SIDCO’s role as principal underwriter to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Certain SIDCO personnel will be subject to various requirements based on their responsibilities within SIDCO and accessibility to certain information.

 

Access persons of SIDCO are (1) any director, officer or employee of SIDCO who serves as director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter; (2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered Security.

 

The Code sets out basic principles to guide you but is not intended to cover every ethical issue that may arise. Please contact the Compliance Team if you have questions or concerns regarding the Code.

 

© 2020 SEI2 

 

 

SECTION 2 – USING THIS CODE OF ETHICS

I.       ANNUAL CERTIFICATION

 

The Compliance Team will distribute at least once per year, a current copy of the Code and any amendments. You are required to annually certify that you have received and read the Code and any amendments, understand its provisions and agree to abide by its requirements. The most recent version of the code is always available on the Corporate Governance Intranet.

 

II.       RESTRICTION ON USE

 

The Code is intended for use in connection with your job-related duties. All copies of the Code provided to any outside person or entity must be provided in read-only format

 

III.      DUTY TO REPORT VIOLATIONS OF THE CODE

 

If you become aware of conduct which you feel is unethical, improper, illegal, or is otherwise a violation of any provision of this Code, you are required to report such information to the Compliance Team as soon as practicable after discovering the violation. Concealing or covering up any violation of the Code is itself a violation of the Code. You are not authorized or required to carry out any order or request to cover up such a violation and if you receive such an order you must report it to the Compliance Team. You have a duty to cooperate fully with ethics investigations and audits, and to answer questions truthfully and to the best of your ability. If you report violations of the Code in good faith, you will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this Code and any concern about retaliation should be reported to the Compliance Team immediately. Any person found to have retaliated against you for reporting violations of the Code will be subject to appropriate disciplinary action. The Compliance Team will maintain a log of all violations of the Code. Violations are reported on a quarterly basis to the SIDCO Board of Directors and may also be reported to the applicable manager and/or SEI Chief Compliance Officer or his or her designee as necessary.

 

SECTION 3 – CONFIDENTIAL INFORMATION

 

Ethical behavior includes safeguarding the security of confidential information. You are prohibited from revealing confidential information to any third party or anyone within SIDCO that does not have a legitimate business reason for knowing such information. This applies even after you have terminated your employment or association with SIDCO. Patentable and secret processes, product information, pricing and any other confidential information must remain that way. You are obligated to protect SIDCO’s confidential information. Confidential information includes, but is not limited to, business, marketing and service plans; operational techniques; internal controls; compliance policies; methods of operation; security procedures; strategic plans; research activities and plans; portfolio and investment strategies and modeling; transactions; holdings; marketing or sales plans; pricing or pricing strategies; databases; records; salary information; any unpublished financial data and reports, including information concerning revenues, profits and profit margins; proprietary information; and any information concerning SIDCO’s technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof and other confidential information and materials of SIDCO, its affiliates, their respective clients or suppliers or other persons or entities with whom they do business.

 

SIDCO Employees are not restricted or prohibited from initiating communications directly with, responding to any inquiries from, providing testimony before, providing SIDCO Confidential Information to, or reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of SIDCO to engage in such communications, respond to such inquiries, provide such Confidential Information or documents, or make any such reports or disclosures. You are not required to notify SIDCO that you have engaged in such communications, responded to such inquiries or made such reports or disclosures. Further, nothing in the Code prohibits or restricts you from filing a charge, responding to an inquiry, participating in an investigation, or providing testimony about SIDCO or its Confidential Information by, with, or before any Regulator.

 

Additionally, the Compliance Officer or designated representative from the Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIDCO as necessary to evaluate compliance with or sanctions under this Code.

 

© 2020 SEI3 

 

 

SECTION 4 – PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

 

Access Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIDCO serves as principal underwriter:

 

¨Employ any device, scheme or artifice to defraud the Investment Vehicle;
¨Make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
¨Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or
¨Engage in any manipulative practice with respect to the Investment Vehicle (including price manipulation of a security).

 

SECTION 5 – EXCESSIVE TRADING OF SHARES OF THE SEI FUNDS

 

You may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles for which SIDCO serves as principal underwriter, Affiliated Funds. For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the mutual fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

 

SECTION 6 – SANCTIONS

 

Any violation of the rules and requirements set forth in the Code may result in the imposition of such sanctions as SIDCO Compliance, management and/or general counsel, as applicable, may deem appropriate under the circumstances. These sanctions may include, but are not limited to:

 

  ¨ written warning;
  ¨ reversal of securities transactions;
  ¨ restriction of trading privileges;
  ¨ disgorgement of trading profits;
  ¨ fines;
  ¨ suspension or termination of employment; and/or
  ¨ referral to regulatory or law enforcement agencies

 

Factors which may be considered in determining an appropriate penalty include, but are not limited to: harm to clients; the frequency of occurrence; the degree of personal benefit to the person; the degree of conflict of interest; the extent of unjust enrichment; evidence of fraud, violation of law or reckless disregard of a regulatory requirement; and/or the level of accurate, honest and timely cooperation from the person.

 

SECTION 7 – RECORDKEEPING

 

The Compliance Officer or designated representative of the Compliance Department will:

 

¨Periodically review the personal securities transaction reports or duplicate statements filed by Access Persons, and compare with the reports or statements of Investment Vehicles’ completed portfolio transactions. If the Compliance Team member determines that a compliance violation may have occurred he or she will give the person an opportunity to supply explanatory material.
¨Prepare an annual issues or certification report to the board of any Investment Vehicle that is a registered investment company that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIDCO has adopted procedures reasonably necessary to prevent SIDCO personnel from violating this Code.
¨Notify SIDCO management of any violations of the Code together with recommendations for the appropriate penalties.
¨Preserve a record of approval granted for the purchase of securities offered in connection with an IPO or a private placement, including the rationale supporting any decision.
¨Maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.
¨Preserve a copy of this Code that is, or at any time within the past five years has been, in effect in an easily accessible place for a period of five years.
¨Preserve a record of any Code violation and of any sanctions taken in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

 

© 2020 SEI4 

 

 

¨Preserve a copy of each Initial Holdings Report, Quarterly Transaction Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.
¨Maintain a record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.
¨Preserve a record of any decision, and the reasons supporting the decision, to approve an employee’s acquisition of securities in an IPO or limited offering, for at least five years after the end of the fiscal year in which the approval is granted.

 

SECTION 8 – SERVICE AS A DIRECTOR OF A PUBLIC COMPANY

 

You are not permitted to serve as a director of a publicly traded company.

 

SECTION 9 – PERSONAL SECURITIES ACCOUNTS, BENEFICIAL OWNERSHIP OF COVERED SECURITIES AND
TRANSACTION REPORTING

 

I.INITIAL HOLDINGS REPORT, QUARTERLY TRANSACTIONS REPORT AND ANNUAL HOLDINGS REPORT

 

You must disclose all Personal Securities Accounts (“PSAs”), including Discretionary Accounts, Beneficially Owned Covered Securities and Covered Security Transactions on Initial Accounts and Initial Holdings Reports, Quarterly Accounts and Quarterly Transaction Reports and Annual Holdings Reports as applicable, via the FIS Protegent PTA System (“PTA”). Transactions in Discretionary Accounts are not reportable, in accordance with Section II of this Code of Ethics. Completed Reports will be reviewed by a SIDCO Compliance officer:

 

¨You must submit, via PTA, an Initial Accounts and Initial Holdings Report within 10 days of becoming an Access Person whether or not you maintain a PSA or Beneficially Own a Covered Security. Furthermore, the information must be current as of a date no more than 45 days prior to the date you became such a Person.
¨You must submit, via PTA, Quarterly Accounts and Transaction Reports within 30 days of each calendar quarter end whether or not you maintain a PSA or engage in Covered Securities Transactions within such accounts.
¨You must submit, via PTA, an Annual Holdings Report each year whether or not you maintain any PSA(s) or Beneficially Own a Covered Security, including mutual fund accounts. The information must be current as of date not more than 45 days prior to the date the Report was submitted. Annually, you will also be required to attest that you have read and understood the most recent copy of the Code and agree to abide by its requirements.
¨You will be notified quarterly and annually of the need to submit the foregoing Reports.
¨Any person who repeatedly returns the reports late may be subject to the sanctions in Section 6.

 

SEI Stock Purchase Plan and Stock Option Plan

 

You must report on a Quarterly Transaction Report your purchase or sale of SEI stock executed outside of an Automatic Investment Program (“AIP”) and the exercising of SEI stock options.

 

SEI Funds and SEI Capital Accumulation (401(k)) Plan

 

You are not required to report trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and SEI Funds trades done through an employee account established at SEI Private Trust Company. Any SEI Funds trades done in a different channel must be reported on a Quarterly Transaction Report.

 

Unaffiliated Employee 401(k) Plan

 

You are not required to report trades in open end mutual funds done through a 401(k) plan. Transactions and holdings of Covered Securities within such plans are required to be reported in your Quarterly Transaction Report and Annual Holdings Reports.

 

II.       ESTABLISHING A NEW PSA

 

When you establish a new PSA you must promptly notify (1) the Compliance Team and report it on the next Quarterly Accounts and Transaction Reports and (2) the Financial Institution maintaining the PSA that you are associated with SIDCO.

 

© 2020 SEI5 

 

 

Statements must be filed or electronic feeds must be received for all PSAs, (including those in which you have a Beneficial Ownership Interest), except those that trade exclusively in open-end funds other than Affiliated Mutual Funds, government securities or AIPs, and do not offer the ability to trade in Covered Securities

 

¨The Compliance Team will direct the Financial Institution to link the account by an electronic data feed via PTA, or, if an electronic feed is unavailable, direct the Financial Institution to forward duplicate account paper statements to: SEI Investment Distribution Corporation, Attn: Compliance Department, 1 Freedom Valley Drive, Oaks, PA 19456 OR electronic statements to COEStatements@seic.com. Statements for those accounts where an electronic feed is not available must be uploaded to PTA via the “Add Statement” button on a quarterly basis. If requested, you are required to assist the Compliance Team in obtaining duplicate account statements. Transactions in accounts for which no electronic data feed is available must be manually entered into PTA by you.
¨If you are also associated with SIDCO’s affiliated registered investment advisor, SIMC, and already have duplicate account statements being sent to SIMC, it is not necessary for you to request additional statements from the Financial Institution to be sent to the Compliance Team.

 

III.       PRE-CLEARANCE OF IPOS AND LIMITED OFFERINGS/PRIVATE PLACEMENTS

 

You must obtain pre-clearance, via email, from the Compliance Team before acquiring (directly or indirectly) a beneficial ownership interest in securities issued in an Initial Public Offering or Limited Offering/Private Placement.

 

¨An Access Person’s IPO or private placement purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

 

IV.       DISCRETIONARY ACCOUNTS

 

If you maintain a Discretionary Account, you must:

 

¨Include the Discretionary Account in your Quarterly Accounts Certification;
¨Facilitate provision of duplicate statements for any such account to the Compliance Team;
¨You certify to the Compliance Team that transactions in the account are, in fact, effected on a discretionary basis by the investment advisor and repeat such certification quarterly;
¨In the event that you participate in any decision regarding Covered Securities Transactions in the account, such transactions must be reported in your Quarterly Transaction and Annual Holdings Reports; and
¨The Compliance Team reserves the right to contact the advisor to the Discretionary Account to verify the discretionary status of the account.

 

V.       ADDITIONAL PRE-CLEARANCE OBLIGATIONS

 

Access Persons must preclear proposed transactions in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle. Note that, among other things, this means that these persons must preclear such proposed securities transactions by their spouse, or domestic partner, minor children and relatives whose Pre-clearance, will be obtained via the PTA system. Pre-clearance will be effective for 2 business days. Day one of the pre-clearance period is the day that pre-clearance is obtained, and expiration occurs at the close of trading on the next business day. Exceptions may be made solely at the discretion of the Compliance Team. Note that, among other things, this means that these persons must pre-clear such proposed securities transactions by their spouse or domestic partner, minor children, and relatives who reside in the person’s household.

 

The Compliance Officer or designated representative of the Compliance Department may authorize a Pre-clearing Person to conduct that requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person’s work role, the size and holding period of the requesting person’s work role, the size and holding period of the requesting person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person’s requested transaction, the amount and timing of the trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

 

You are not required to pre-clear the following types of transactions:

 

¨Covered Securities Transactions in accounts over which you have no direct or indirect influence or control. This includes transactions in Discretionary Accounts if certain conditions are met, as discussed in more detail below;

 

© 2020 SEI6 

 

 

¨Covered Securities Transactions that are non-volitional. This includes Covered Securities Transactions upon exercise of puts or calls written by you, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;
¨Covered Securities Transactions made pursuant to an AIP; however, any transaction that overrides the preset schedule or allocations of the AIP must be pre-cleared with the Compliance Team and reported in a Quarterly Transaction Report;
¨Covered Securities Transactions upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer;
¨Acquisitions of Covered Securities through gifts or bequests;
¨SEI Stock Purchase Plan and Stock Option Plan. Investment Vehicles (with the exception of the SIIT Large Cap Index Fund) do not hold SEI stock. Therefore, you do not have to pre-clear your transactions in SEI stock (even if executed outside an AIP) or your exercising of SEI stock options. These transactions must, however, be executed in compliance with SEI’s Insider Trading Policy, which is incorporated herein by reference;
¨SEI Funds. You are not required to pre-clear transactions in the SEI Funds as long as the trades are done through an account established at SEI Private Trust Company. Any SEI Fund trades done in a different channel must be pre-cleared.
¨SEI Capital Accumulation 401(k) Plan. You are not required to pre-clear transactions in the SEI Funds and Affiliated Mutual Funds in SEI’s Capital Accumulation 401(k) Plan.
¨The Compliance Team can grant exemptions from the personal trading restrictions in this Code (including preclearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. The Compliance Team must document all exemptions that it grants.

 

60-Day Limitation on Purchase and Sales (Short Swing Rule)

 

You may not profit from the purchase and sale or sale and purchase of a Covered Security in which you have a beneficial ownership interest within 60 calendar days of acquiring or disposing of that Covered Security, including short-term securities (e.g. options on equity securities). This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indices or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under the “Excessive Trading of Shares of the SEI Funds” section of this Code.

 

Blackout Periods on Purchases and Sales

 

Access Persons may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle for which SIDCO serves as principal underwriter. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

 

© 2020 SEI7 

 

 

VI.       EXCEPTION TO REPORTING REQUIREMENTS

 

An Access Person who is subject to the Code of Ethics of an affiliate of SIDCO (“Affiliate Code”), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements listed in the sub-sections of Item 9 above, will not be required to submit such reports under this Code.

 

GLOSSARY

 

Access Persons are defined 1) any director, officer or employee of SIDCO who serves as a director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter; (2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered

 

Affiliated Funds – As of the date of this Code, affiliated funds include the following fund families:

 

¨SEI Daily Income Trust
¨SEI Tax Exempt Trust
¨SEI Institutional Managed Trust
¨SEI Institutional International Trust
¨The Advisors' Inner Circle Fund
¨The Advisors' Inner Circle Fund II
¨Bishop Street Funds
¨SEI Asset Allocation Trust
¨SEI Institutional Investments Trust
¨City National Rochdale Funds (f/k/a CNI Charter Funds)
¨Causeway Capital Management Trust
¨SEI Offshore Opportunity Fund II
¨ProShares Trust
¨Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund)
¨SEI Offshore Advanced Strategy Series SPC
¨SEI Structured Credit Fund, LP
¨Global X Funds
¨ProShares Trust II
¨SEI Special Situations Fund
¨Exchange Traded Concepts Trust (f/k/a FaithShares Trust)
¨Schwab Strategic Trust
¨RiverPark Funds Trust
¨Adviser Managed Trust
¨SEI Core Property Fund
¨New Covenant Funds
¨Highland Funds I (f/k/a Pyxis Funds I)
¨KraneShares Trust
¨SEI Insurance Products Trust
¨The KP Funds
¨The Advisors’ Inner Circle Fund III
¨SEI Catholic Values Trust
¨SEI Hedge Fund SPC
¨SEI Energy Debt Fund
¨Gallery Trust
¨Schroder Series Trust
¨Schroder Global Series Trust

 

© 2020 SEI8 

 

 

¨City National Rochdale Select Strategies Fund
¨Metaurus Equity Component Trust
¨Impact Shares Trust
¨City National Rochdale Strategic Credit Fund
¨Symmetry Panoramic Trust
¨Frost Family of Funds
¨All other registered investment companies (funds) for which SIDCO serves as distributor

 

Automatic Investment Program (“AIP”) – A program in which regular periodic payments (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation, including a dividend reinvestment plan.

 

Beneficial Ownership Interest/Beneficially Own – Under relevant securities laws, you have a beneficial ownership interest in securities (or beneficially own securities) if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. You are presumed to have a pecuniary interest in securities held by members of your Immediate Family.

 

For example, you have a beneficial ownership interest in securities held within a PSA that is registered in your name or your Immediate Family member’s name. You also have beneficial ownership in securities held within a PSA if you (or an Immediate Family member) (1) obtain benefits from the PSA substantially equivalent to whole or partial ownership, even if indirectly or (2) directly or indirectly control investment decisions for the PSA.

 

Client – Any client of SIDCO who has entered into a contractual arrangement with SIDCO, including, but not limited to, individuals, institutions and Investment Vehicles.

 

Covered Securities Transaction – The purchase or sale of (or any other transaction in) a Covered Security, including the writing of an option to purchase or sell a Covered Security.

 

Covered Security – A Covered Security is any U.S. security except:

 

¨Direct obligations of the U.S. government;
¨Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
¨Annuity Plans;
¨Shares issued by money market funds;
¨Shares issued by open-end funds that are not Affiliated Mutual Funds; and
¨Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Affiliated Mutual Funds.

 

By way of example, a Covered Security may include a crowdfunded securities offering; note; stock; closed-end fund; exchange traded fund (“ETF”); commodity interests; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a security; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

 

Discretionary Account – An account or blind trust in which you give Financial Institution discretion as to the purchase or sale of securities or commodities, including selection, timing, and price to be paid or received. By so doing, you empower the Financial Institution to buy and sell without your prior knowledge or consent, although you may set broad guidelines for managing the account (e.g., limiting investments in blue chip stocks or banning investment in “sin” stocks). In order to be considered a Discretionary Account, you must not:

 

¨Suggest purchases or sales of investments to the trustee or Financial Institution;
¨Direct purchases or sales of investments;
¨Provide final approval of purchases or sales of investments prior to a transaction (this is different than approving an investment strategy or goal with your Financial Institution); or
¨Consult with the trustee or Financial Institution as to the particular allocation of investments to be made in the account

 

© 2020 SEI9 

 

 

If you have questions about whether your account is considered a Discretionary Account, please contact the A Compliance Team Transactions in securities in Discretionary Accounts qualify for the reporting exception in Section II.

 

Financial Institution – A broker-dealer, investment advisor, bank or other financial entity.

 

Immediate Family – A member of your immediate family includes your spouse or domestic partner, minor children, dependents and other relatives who share the same residence with you or any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

 

Initial Public Offering (IPO) – Generally refers to the first sale of stock by a private company to the public. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded.

 

An Access Person’s IPO purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

 

Investment Vehicle – Any registered investment company, unregistered product or other asset management account for which SIDCO services as underwriter for the investment vehicle.

 

Limited Offering/Private Placement – A transaction that may occur outside normal market facilities or outside a securities brokerage account and includes, but is not limited to: private placements, unregistered securities, private partnerships and investment partnerships.

 

An Access Person’s private placement purchase raises questions as to whether the employee is misappropriating an investment opportunity that should first be offered to eligible clients, or whether a portfolio manager is receiving a personal benefit for directing client business or brokerage. Approval of such investments should consider these factors.

 

Personal Securities Account (“PSA”) – Any personal account that may contain Covered Securities in which you have a Beneficial Ownership Interest or which permits you to transact in such securities. This includes accounts maintained with Financial Institutions (in your name or an Immediate Family members name) over which you maintain direct or indirect control or investment discretion. It also includes any trust for which you are a trustee or from which you benefit directly or indirectly and any partnership (general, limited or otherwise) of which you are a general partner or a principal of the general partner. For the avoidance of doubt, Discretionary Accounts are Personal Securities Accounts and must be reported.

 

SEI – Refers to SEI Investments Company, the parent company of SIDCO.

 

SIDCO – Refers to SEI Investments Distribution Co.

 

Compliance Team – SIDCO’s Chief Compliance Officer and supporting personnel and designees.

 

FIS Protegent PTA (“PTA”) – SEI’s electronic personal trading system and vendor.

 

© 2020 SEI10 

 

EX-99.B(P)(3) 11 tm2232087d1_ex99-bp3.htm EXHIBIT 99.B(P)(3)

Exhibit 99.B(p)(3)

 

SEI Investments Global Funds Services

 

Code of Ethics

 

NOTE:

 

¨This document is very important. Please take the time to read it thoroughly before you submit the required annual certification.

¨Any questions regarding this Code of Ethics should be referred to a member of the SEI Compliance Department. See page 2 for more information.
¨A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

 

Table of Contents

 

GENERAL POLICY 2
   
CODE OF ETHICS 3
   
Employee Categories 3
   
Prohibitions and Restrictions against Fraud, Deceit and Manipulation 3
   
Excessive Trading of Mutual Fund Shares 3
   
Additional Restrictions and Requirements 4
   
Reporting Requirements 4
   
Detection and Reporting of Code Violations 5
   
Violations of the Code of Ethics 6
   
Confidential Treatment 6
   
Recordkeeping 7
   
Definitions Applicable to the Code of Ethics 7
   
Exhibit 1A 9
   
Exhibit 1B 10
   
Exhibit 3 11
   
Exhibit 4 12

  

 1

 

  

GENERAL POLICY

 

SEI Investments Global Funds Services (“SIGFS”) provides fund accounting and administration services to investment companies that are registered under the Investment Company Act of 1940. In addition, certain employees of SEI or their affiliates serve as directors and/or officers of certain Investment Vehicles. As used herein, “Investment Vehicle” refers to any registered investment company for which SEI provides fund administration or accounting services. This Code of Ethics (“Code”) sets forth the procedures and restrictions governing the personal securities transactions for SEI personnel.

 

SEI has a highly ethical business culture and expects that all personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SEI personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

 

Pursuant to this Code, certain SEI personnel, their family members, and other persons associated with SIGFS will be subject to various requirements for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

 

Each person subject to this Code must read and retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, penalties, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.

 

Please note that all SEI personnel are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SIGFS. The requirements and limitations of this Code of Ethics are in addition to any requirements or limitations contained in the Code of Conduct. In addition, employees of SIGFS are subject to all other applicable compliance policies and procedures adopted by those entities. All employees are required to comply with federal securities laws.

 

Any questions regarding this Code of Ethics should be directed to a member of the SEI Compliance Department or by calling 1-877-705-2579 or via email at the email address SEIEthicsCommittee@seic.com.

 

 2

 

 

CODE OF ETHICS

 

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 there under, as amended, to the extent applicable to SEI’s role as fund accountant and administrator to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such accounts. Certain SEI personnel will be subject to various requirements based on their responsibilities within SEI and accessibility to certain information. Those functions are set forth in the categories below.

 

Employee Categories

 

Access Person: (A) Any director, officer or employee of SEI or their affiliates who serves as a director or officer of an Investment Vehicle; and (B) Any director, officer or employee of SEI who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding recommendations to an Investment Vehicle with regard to the purchase or sale of Covered Securities, or obtains prior or contemporaneous information regarding the purchase or sale of Covered Securities by an Investment Vehicle.

Administration Personnel: Any director, officer or employee of SEI whose principal function or duties relate to the provision of fund accounting or fund administration services by SEI to any Investment Vehicle, and who is not an Access Person.

 

Prohibitions and Restrictions against Fraud, Deceit and Manipulation

 

Access Persons and Administration Personnel may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle:

 

employ any device, scheme or artifice to defraud the Investment Vehicle for which SEI provides fund accounting or administration services;

make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

engage in any manipulative practice with respect to the Investment Vehicle.

 

Excessive Trading of Mutual Fund Shares

 

Access Persons and Administration Personnel may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles, except for money market funds. Exhibit 4 hereto provides a list of the Investment Vehicles for which SEI provides such services. For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

 

 3

 

 

Additional Restrictions and Requirements

 

Access Persons must obtain approval from the Compliance Department before acquiring Beneficial Ownership of any securities offered in connection with an IPO or a Private Placement.

The SEI Compliance Officer or designated representative of the SEI Compliance Department may authorize an AccessPerson to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person’s work role, the size and holding period of the requesting person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person’s requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

 

Transactions that do not have to be reported:

 

purchases or sales over which the person pre-clearing the transactions (the “Pre-clearing Person”) has no direct or indirect influence or control;
   

purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise
   

or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a bonafide margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;
   

purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report;
   

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and
   

acquisitions of Covered Securities through gifts or bequests.

 

Reporting Requirements

 

Access Persons must disclose any Personal Securities Accounts (PSAs) that may contain Covered Securities in which the Access Person(s) have Beneficial Ownership Interest, including any Discretionary Accounts. All certifications are completed via the FIS Protegent PTA System (PTA). The content of such Certifications will comply with the requirements. Completed Certifications will be managed and reviewed by the Compliance Department.

 

Initial Reporting: Complete the Initial Broker Accounts and Initial Holdings Certification within 10 calendar days of the hire/transfer date.

 

 4

 

 

Quarterly Reporting: Complete the Quarterly Accounts and Transaction Certifications within 30 calendar days of the end of each quarter.

 

Annual Reporting: Complete the Annual Holdings Certifications and Annual Disclosure Information Document within 30 days after the calendar year ends.

 

All information submitted must be current within 45 calendar days prior to the date of the Certification. New accounts are required to be input into PTA.

 

Electronic Data Feeds: The Compliance Department will link the account by an electronic data feed via PTA.

 

Manual Statements (non-Electronic Data Feeds): The transactions in accounts for which no electronic data feed is available must be manually entered into PTA. Manual statement(s) must also be uploaded to PTA via the “Add Statement” button on a quarterly basis. A sample letter instructing the broker/dealer firms to send the statements to SEI is included as Exhibit 1A of this Code. If the broker/dealer requires a letter authorizing an SEI employee to open an account, a sample of that type of permission letter may also be found in Exhibit 1B. Please complete the necessary brokerage information and forward a signature ready copy to the SEI Compliance Officer.

 

Note: For purposes of the reporting obligations below, please keep in mind that, in addition to other investment companies for which we provide services, the SEI Funds (excluding money market funds) meet the definition of Reportable Funds and, therefore, are Covered Securities. Trades in SEI Funds transacted through the SEI Capital Accumulation (401(k)) Plan and trades transacted through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. You do not need to report separately with respect to those accounts. However, any trades in SEI Funds transacted in a different channel must be reported to the SEI Compliance Officer or the designated representative of the

 

Exception to Reporting Requirements

 

An Access Person who is subject to the Code of Ethics of an affiliate of SEI (“Affiliate Code”), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code.

 

Detection and Reporting of Code Violations

 

The SEI Compliance Officer or designated representative of the SEI Compliance Department will:

 

review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles’ completed portfolio transactions. The review will be performed on a quarterly basis. If the SEI Compliance Officer or the designated representative of the SEI Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to supply explanatory material;

prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of

 

 5

 

 

any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SEI has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;

prepare a written report to SEI management outlining any violations of the Code together with recommendations for the appropriate penalties; and

prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

 

An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy, and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

 

Violations of the Code of Ethics

 

Penalties

 

Persons who violate the Code of Ethics may be subject to serious penalties, which may include:

 

written warning;

reversal of securities transactions;

restriction of trading privileges;

disgorgement of trading profits;

fines;

suspension or termination of employment; and/or

referral to regulatory or law enforcement agencies.

 

Penalty Factors

 

Factors which may be considered in determining an appropriate penalty include, but are not limited to:

 

the harm to clients;

the frequency of occurrence;

the degree of personal benefit to the employee;

the degree of conflict of interest;

the extent of unjust enrichment;

evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

the level of accurate, honest and timely cooperation from the employee.

 

Confidential Treatment

 

The SEI Compliance Officer or designated representative from the SEI Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However,

 

such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SEI as necessary to evaluate compliance with or sanctions under this Code.

 

 6

 

 

Recordkeeping

 

SEI will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

 

A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

 

A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

 

A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

 

A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

 

Definitions Applicable to the Code of Ethics

 

Account - a securities trading account held by a person and by any such person's spouse, minor children and adults residing in his or her household (each such person, an "immediate family member"); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and any other account over which the person exercises investment discretion.

 

Automatic Investment Plan – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

Beneficial Ownership – Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of:

a spouse or domestic partner;

a child residing at home or attending college;

a relative who resides in the person’s household; or

any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

 

 7

 

 

Covered Security – except as noted below, includes any interest or instrument commonly known as a "security", including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities. Reportable Funds (which include SEI Funds) are “Covered Securities.” See the definition of Reportable Funds below. A “Covered Security” does not include (i) direct obligations of the U.S. Government, (ii) bankers' acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

 

Initial Public Offering – an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.

 

Investment Vehicle – a registered investment company for which SEI provides fund administration or accounting services. A list of Investment Vehicles is provided as Exhibit 4 hereto. Please note that this list includes the SEI Funds.

 

Purchase or Sale of a Covered Security – includes the writing of an option to purchase or sell a security.

 

Reportable Fund – Any Investment Vehicle other than a money market fund.

 

 8

 

 

Exhibit 1A

 

Sample Account Opening Letters to Brokers/Dealers
(Sent Directly by Employee)

 

Date:

Your Broker

street address

city, state zip code

Re: Your Name, account #

 

Dear Sir or Madam:

 

Please be advised that I am an employee of SEI Investments Global Funds Services. Please send duplicate statements only of this brokerage account to the attention of:

 

SEI Investments Global Funds Services

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA 19456

 

This request is made pursuant to SEI’s Code of Ethics. Thank you for your cooperation.

 

Sincerely,

 

Your name

 

 9

 

 

Exhibit 1B

 

Sample Account Opening Letters to Brokers/Dealers
(Sent by SEI)

 

Date:

[Address]

Re: Employee Name, Account #

 

Dear Sir or Madam:

 

Please be advised that the above referenced person is an employee of SEI Investments Global Funds Services. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send duplicate statements only of this employee’s brokerage account to:

 

SEI Investments Global Funds Services

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA 19456

This request is made pursuant to SEI’s Code of Ethics. Thank you for your cooperation.

 

Sincerely,

 

SEI Compliance Officer

 

 10

 

 

Exhibit 3

 

SEI Investments Global Funds Services

Rule 17j-1 Code of Ethics

Annual Compliance Certification

 

1. I hereby acknowledge receipt of a copy of the Code of Ethics.

 

2. I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SEI Compliance Officer and have received a satisfactory response[s].

 

3. For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

 

 

Print Name:

 

Signature:

 

Date:

 

Received by SEI:

 

 

Note – This form is only required to be signed if the recipient was not able to electronically certify that he/she has read and understood the code of ethics by using the voting buttons on the e-mail that typically accompanies this document.

 

 11

 

 

Exhibit 4

Investment Vehicles as of October 31, 2021

 

The Advisors’ Inner Circle Fund:

 

Acadian Emerging Markets Portfolio

Cambiar Funds

CIBC Atlas Funds

Edgewood Growth Fund

Hamlin High Dividend Equity Fund

Harvest Asian Bond Fund

Haverford Quality Growth Stock Fund

Loomis Sayles Full Discretion Institutional

Securitized Fund

LSV Funds

McKee International Equity Portfolio

Rice Hall James Funds

Sands Capital Global Growth Fund

Sarofim Equity Fund

Sprucegrove International Equity Fund

TS&W Equity Portfolio

 

The Advisors’ Inner Circle Fund II Fund:

 

Cardinal Small Cap Value Fund

Champlain Funds

Frost Funds

Kopernik Funds

Reaves Utilities and Energy

Infrastructure Fund

RQSI GAA Systematic Global Macro

Fund

Westfield Capital Dividend Growth Fund

Bishop Hawaii Municipal Bond Fund

 

The Advisors’ Inner Circle Fund III Fund:

Aperture Funds

ARGA Funds

Chevy Chase Thematic Equity Fund

Delaware Wilshire Private Market Fund

Democracy International Fund

Democratic Large Cap Core ETF

First Foundation Funds

FS Chiron Funds

GQG Funds

KBI Global Investors Aquarius Fund

 

Knights of Columbus Funds

Legal & General Long Duration U.S. Credit

Fund

Mesirow Financial Funds

MetLife Investment Management, LLC Core

Plus Fund

Mondrian Funds

Nicholas Partners Small Cap Growth Fund

Ninety One Funds

Penn Mutual Funds

Pinebridge Dynamic Asset Allocation

Rayliant Quantamental China Equity ETF

RWC Global Emerging Equity Fund

SouthernSun Funds

 

Affiliated Funds:

New Covenant Funds

SEI Catholic Values Trust

SEI Daily Income Trust

SEI Institutional International Trust

SEI Institutional Investments Trust

SEI Institutional Managed Trust

SEI Tax Exempt Trust

Adviser Managed Trust

SEI Structured Credit Fund, L.P.

 

Unaffiliated Funds:

Causeway Capital Management Trust

City National Rochdale Funds

Community Capital Trust

Exchange Traded Concepts ETF Funds

Global-X ETF Funds

Highland ETF Funds

Highland Funds Trust

Impact Shares

KraneShares Funds and ETF

River Park Funds

Symmetry Funds

Conversus Stepstone Private Markets Fund

The Community Development Fund

 

Registered Hedge Funds:
Mellon Optima L/S Strategy Fund

 

 12

 

 

EX-99.B(P)(4) 12 tm2232087d1_ex99-bp4.htm EXHIBIT 99.B(P)(4)

 

Exhibit 99.B(p)(4)

 

Code of Ethics (Rule 17j-1)

CODE OF ETHICS (RULE 17j-1)

 

 

This policy applies to all Trusts identified in Appendix I

 

Compliance Monitoring
Responsibility
Monitoring
Frequency
Recordkeeping
Responsibility
Periodic Testing
Funds, Adviser
SEI-GFS
Continuous SEI-GFS
Adviser
Quarterly

 

Policy Statement: The Funds have adopted a code of ethics under Rule 17j-1 (“Code of Ethics”) of the Investment Company Act of 1940 (“1940 Act”) with respect to the personal trading activities of persons deemed to be “access persons.” The Code of Ethics prohibits access persons from engaging in fraudulent, deceitful, or manipulative practices in connection with the purchase or sale of a security held or to be acquired by the Funds. The Code of Ethics also prohibits access persons from making any untrue statement of material fact or omitting to state material facts where necessary. The Code of Ethics is designed to require the Funds to adopt procedures that will help prevent and detect fraudulent personal trading and other activities proscribed by the rule and the Code of Ethics.

 

Procedures: The Funds have adopted the procedures set forth in the Code of Ethics Adopted under Rule 17j-1 (copy attached) to implement and monitor compliance with the Funds’ policies.

 

Fund Compliance will communicate these procedures to the Advisers and Sub-Advisers through delivery of the Code of Ethics.

 

¨Separate Codes – SEI-GFS, SIDCO and each Adviser and Sub-Adviser (excluding those Advisers who manage only money market funds) maintain separate codes of ethics that are designed to comply with the requirements of Rule 17j-1.

 

 

 

 

Code of Ethics (Rule 17j-1)

CODE OF ETHICS

Adopted Under Rule 17j-1

 

While affirming its confidence in the integrity and good faith of all of its officers and trustees, each of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Exchange Traded Funds, Adviser Managed Trust, New Covenant Funds and SEI Catholic Values Trust (the “SEI Trusts”), as well as wholly owned subsidiaries of certain SEI Trusts incorporated in the Cayman Islands as excepted foreign companies for which SIMC serves as adviser (together with the SEI Trusts, the “Trusts”) recognize that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions which may be possessed by certain of officers, employees and trustees could place such individuals, if they engage in personal transactions in securities which are eligible for investment by the Trusts, in a position where their personal interest may conflict with that of the Trusts.

 

In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the “1940 Act”), each Trust has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures.

 

1.     Statement of General Principles.

 

In recognition of the trust and confidence placed in each Trust by its shareholders, and to give effect to each Trust’s belief that its operations should be directed to the benefit of its shareholders, each Trust hereby adopts the following general principles to guide the actions of its trustees, officers and employees:

 

a)The interests of the Trusts’ shareholders are paramount, and all of the Trusts’ personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own.

 

b)All personal transactions in securities by the Trusts’ personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Trusts and their shareholders.

 

c)All of the Trusts’ personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Trusts, or that otherwise bring into question the person’s independence or judgment.

 

d)All of the Trusts’ personnel are prohibited from disclosing material nonpublic information to others or engaging in the purchase or sale (or recommending or suggesting that any person engage in the purchase or sale) of any security to which such information relates.

 

2.     Definitions.

 

a)“Access Person” shall mean

 

¨each director/trustee or officer of a Trust,

 

 

 

 

Code of Ethics (Rule 17j-1)

 

¨each director/trustee, officer or employee of a Trust or any of a Trust’s advisers or sub-advisers (or of any company in a Control relationship to the Trust or such advisers or sub-advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by each Trust or any series thereof (each a “Fund”), or whose functions relate to the making of any recommendations with respect to such purchases or sales,
¨any natural person in a Control relationship to a Trust or any of a Trust’s advisers or sub-advisers who obtains information concerning recommendations made to the Trust with respect to the purchase or sale of a Security by any Fund; and
¨each director, officer or general partner of any principal underwriter for a Trust, but only where such person, in the ordinary course of business, either makes, participates in, or obtains information regarding the purchase or sale of Securities by the Fund(s), or whose functions relate to the making of recommendations regarding Securities to the Fund(s).

 

b)“Automatic Investment Plan” shall mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

c)“Beneficial Ownership” of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider himself the beneficial owner of any securities in which he has a direct or indirect monetary interest. In addition, a person should consider himself the beneficial owner of securities held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

 

d)“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting security is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.

 

e)“Independent Trustee” means a Trustee of a Trust who is not an “interested person” of that Trust within the meaning of Section 2(a)(19) of the 1940 Act.

 

f)“Initial Public Offering” (“IPO”) means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

 

g)“Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the Securities Act of 1933.

 

 

 

 

Code of Ethics (Rule 17j-1)

 

h)“Purchase or sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.

 

i)“Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (including repurchase agreements), and shares of registered open-end mutual funds not organized as unit investment trusts, unless advised by SIMC. (Please note that transactions in Exchange Traded Funds that are organized as unit investment trusts and mutual funds advised by SIMC are subject to the reporting and holding period requirements of this Code of Ethics).

 

j)A Security “held or to be acquired” by a Trust or any Fund means (A) any Security which, within the most recent fifteen days, (i) is or has been held by a Trust or any Fund thereof, or (ii) is being or has been considered by a Fund’s investment adviser or sub-adviser for purchase by the Fund; (B) and any option to purchase or sell and any Security convertible into or exchangeable for any Security described in (A) above.

 

k)A Security is “being purchased or sold” by a Trust from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for the Trust until the time when such program has been fully completed or terminated.

 

l)“SEI Access Person” means any Access Person as defined in (2)(a) above, except directors/trustees, officers, or employees of any of the Trusts’ Sub-advisers.

 

m)“Special Purpose Investment Personnel” means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

 

3.     Prohibited Purchases and Sales of Securities.

 

a)No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by a Trust or any Fund:

 

¨Employ any device, scheme or artifice to defraud such Fund;
¨Make to such Fund any untrue statement of a material fact or omit to state to such Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
¨Engage in any act, practice or course of business which would operate as a fraud or deceit upon such Fund; or
¨Engage in any manipulative practice with respect to a Fund.

 

b)No Special Purpose Investment Personnel may purchase or sell, directly or indirectly, any Security as to which such person is a Special Purpose Investment Personnel in which he had (or by reason of such transaction acquires) any Beneficial Ownership at any time within seven calendar days before or after the time that the same (or a related) Security is being purchased or sold by any Fund.

 

 

 

 

Code of Ethics (Rule 17j-1)

 

c)No SEI Access Person may sell a Security within 60 days of acquiring beneficial ownership of that Security.

 

4.     Additional Restrictions and Requirements.

 

a)Each SEI Access Person must obtain approval from the Review Officer before acquiring Beneficial Ownership of any securities offered in connection with an IPO or a Private Placement, except that an Independent Trustee shall be exempt from this requirement provided that such Independent Trustee has no knowledge regarding the contemporaneous purchase or sale of such security by a Fund.

 

b)No SEI Access Person shall accept or receive any gift of more than de minimis value from any person or entity that does business with or on behalf of a Trust.

 

c)Each Access Person (other than a Trust’s Independent Trustees) who is not required to provide such information under the terms of a code of ethics described in Section 7 hereof must provide to the Review Officer, no later than ten days after he or she becomes an Access Person, an initial holdings report, and, within forty-five days after the end of each calendar year, an annual holdings report. The initial and annual holding reports shall disclose:

 

¨The title, number of shares and principal of amount of each Security in which such Access Person had any direct or indirect Beneficial Ownership;
¨The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and
¨The date that the report was submitted by the Access Person.

 

The information included in the initial holdings report must be current as of a date no more than 45 days prior to the date such person becomes an Access Person. The information included in the annual holdings report must be as of each calendar year-end. The Initial Holdings Report and Annual Holdings Report are attached as Exhibits 1 and 2, respectively.

 

d)Access Persons are not required to submit an initial or annual holdings report with respect to transactions effected for, and Securities held in, any account over which the Access Person has no direct or indirect influence or Control.

 

5.      Reporting Obligations.1

 

a)Except as discussed below, each SEI Access Person (other than a Trust’s Independent Trustees) shall report all transactions in Securities in which the person has, or by reason of

 

 

 

1Access persons who are out-of-the-office under the Family and Medical Leave Act (FMLA) during the entire reporting period are not subject to the reporting requirement portion of the Code during that time. All other portions of the Code will continue to apply.

 

 

 

 

Code of Ethics (Rule 17j-1)

 

such transaction acquires, any direct or indirect Beneficial Ownership. Reports shall be filed with the Review Officer quarterly. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an officer designated to receive his or her reports (“Alternate Review Officer”), who shall act in all respects in the manner prescribed herein for the Review Officer.

 

b)Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

 

¨The date of the transaction, the title, the interest rate and maturity date (if applicable), 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 of the Security at which the transaction was effected;
¨The name of the broker, dealer or bank with or through whom the transaction was effected;
¨The date the report was submitted by the Access Person; and
¨With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

 

oThe name of the broker, dealer or bank with whom the Access Person established the account;
oThe date the account was established; and
oThe date the report was submitted by the Access Person.

 

The Quarterly Transaction Report is attached as Exhibit 3.

 

c)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 or she has any direct or indirect Beneficial Ownership in the Securities to which the report relates.

 

d)An SEI Access Person need not make a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan. In addition, SEI Access Persons are not required to submit a quarterly transaction report with respect to transactions effected for, and Securities held in, any account over which the SEI Access Person has no direct or indirect influence or Control.

 

e)In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated.

 

f)An Access Person who would otherwise be required to report his or her transactions under this Code shall not be required to file reports pursuant to this Section V where such person is required to file reports pursuant to a code of ethics described in Section VII, hereof.

 

 

 

 

Code of Ethics (Rule 17j-1)

 

g)An Independent Trustee shall report transactions in Securities only if the Trustee knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known, that during the 15 day period immediately preceding or following the date of the trustee’s transaction, such Security was purchased or sold, or was being considered for purchase or sale, by a Trust. (The “should have known” standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting a Funds’ investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Fund’s portfolio holdings, market considerations, or the Fund’s investment policies, objectives and restrictions.)

 

h)An SEI Access Person need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Review Officer, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 30 days after the end of the calendar quarter.

 

i)Each Independent Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company’s outstanding shares. Such report shall be made promptly after the date on which the Trustee’s ownership interest equaled or exceeded 1/2 of 1%.

 

6.     Review and Enforcement.

 

a)The Review Officer is responsible for identifying each person who is (a) an Access Person of a Trust; and (b) required to report his or her transactions under this Code and shall inform such Access Persons of their reporting obligation under the Code. Such Access Persons shall execute the Compliance Certification within 10 days of becoming an Access Person, and each year thereafter, attached as Exhibit 4.

 

b)The Review Officer shall compare all reported personal securities transactions with completed portfolio transactions of a Trust to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

 

c)If the Review Officer determines that a violation of this Code may have occurred, he shall submit his written determination, together with the confidential monthly report and any additional explanatory material provided by the individual, to the Chief Compliance Officer of such Trust, who shall make an independent determination as to whether a violation has occurred.

 

d)If the Chief Compliance Officer finds that a violation has occurred, he shall impose upon the individual such sanctions as he deems appropriate and shall report the violation and the sanction imposed to the Board of Trustees of such Trust.

 

e)No person shall participate in a determination of whether he has committed a violation of the Code or of the imposition of any sanction against himself. If a securities transaction of the Chief Compliance Officer is under consideration, any Compliance Officer shall act in all respects in the manner prescribed herein for the Chief Compliance Officer.

 

 

 

 

Code of Ethics (Rule 17j-1)

 

7.     Investment Adviser’s and Principal Underwriter’s Code of Ethics.

 

Each investment adviser (including, where applicable, any sub-adviser) and principal underwriter of a Trust shall:

 

a)Submit to the Board of Trustees of such Trust a copy of its code of ethics adopted pursuant to or in compliance with Rule 17j-1;

 

b)Promptly report to the appropriate Trust in writing any material amendments to such code of ethics;

 

c)Promptly furnish to such Trust, upon request, copies of any reports made pursuant to such code of ethics by any person who is an Access Person as to the Trust;

 

d)Shall immediately furnish to such Trust, upon request, all material information regarding any violation of such code of ethics by any person who is an Access Person as to the Trust; and

 

e)At least once a year, provide such Trust a written report that describes any issue(s) that arose during the previous year under its code of ethics, including any material code violations and any resulting sanction(s), and a certification that it has adopted measures reasonably necessary to prevent its personnel from violating its code of ethics.

 

8.     Annual Written Report to the Board.

 

At least once a year, the Chief Compliance Officer for each Trust will provide the Board of Trustees a written report that includes:

 

a)Issues Arising Under the Code. The Report will describe any issue(s) that arose during the previous year under the Code, including any material Code violations, and any resulting sanction(s).

 

b)Certification. The Report will certify to the Board of Trustees that each Trust has adopted measures reasonably necessary to prevent its personnel from violating the Code.

 

9.     Records.

 

Each Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained under the conditions described in Rule 31a-2 under the Investment Company Act and shall be available for examination by representatives of the Securities and Exchange Commission.

 

a)A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

 

b)A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

 

 

 

 

Code of Ethics (Rule 17j-1)

 

c)A copy of each report submitted by an Access Person who is required to report under this Code, including any information provided in lieu of any such reports, shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;

 

d)A list of all persons who are, or within the past five years have been, required to submit their reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

 

e)A copy of each annual report to the Board of Trustees will be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

 

f)A record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities in an IPO or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted.

 

10.   Miscellaneous.

 

a)Confidentiality. All reports of securities transactions and any other information filed with a Trust pursuant to this Code shall be treated as confidential.

 

b)Interpretation of Provisions. The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate.

 

c)Periodic Review and Reporting. The Chief Compliance Officer of each Trust shall report to the Board of Trustees at least annually as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code.

 

Adopted March 6, 1995.

     Revised December 7, 2005, June 2008, September 2013, January, 2014, March 2017, March 2020, December 2020, November 2021, March 2022

 

 

 

 

Code of Ethics (Rule 17j-1)

EXHIBIT 1

INITIAL HOLDINGS REPORT

Name of Reporting Person:

Date Person Became Subject to the
Code’s Reporting Requirements:
Information in Report Dated as of:

Date Report Submitted:

 

Securities Holdings

 

  

 

Name of Issuer and
Title of Security
No. of Shares
(if applicable)
Principal Amount
(if applicable)
  
   

 

If you have no securities holdings to report, please check here. ¨

 

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

Name of Broker, Dealer or BankName(s) on and Type of Account
  
  
  

 

Securities Accounts

 

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:

 

If you have no securities accounts to report, please check here. ¨

 

 

 

 

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

 

      
Signature  Date  

 

 

 

 

Code of Ethics (Rule 17j-1)

EXHIBIT 2

ANNUAL HOLDINGS REPORT

Name of Reporting Person:

Information in Report Dated as of: ______
Date Report Submitted:

Calendar Year Ended: December 31, ____

 

Securities Holdings

 

Name of Issuer and
Title of Security
No. of Shares
(if applicable)
Principal Amount
(if applicable)
  
   
   

 

If you have no securities holdings to report, please check here. ¨

 

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

Securities Accounts

 

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:

 

Name of Broker, Dealer or BankName(s) on and Type of Account
  
  
  

 

If you have no securities accounts to report, please check here. ¨

 

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

 

      
Signature  Date  

 

 

 

 

Code of Ethics (Rule 17j-1)

EXHIBIT 3

QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

Name of Reporting Person:
Calendar Quarter Ended:
Date Report Due:

Date Report Submitted:

 

Securities Transactions

 

Date of
Transaction
Name of Issuer
and Title of
Security
No. of Shares
(if applicable)
Principal Amount,
Maturity Date and
Interest Rate (if
applicable)
Type of
Transaction
Price

Name of
Broker, Dealer
of Bank
Effecting
Transaction

             
             

 

If you have no securities transactions to report for the quarter, please check here. ¨

 

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

Securities Accounts

 

If you established a securities account during the quarter, please provide the following information:

 

Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
     
     
     

 

If you did not establish a securities account during the quarter, please check here. ¨

 

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

 

      
Signature  Date  

 

 

 

 

Code of Ethics (Rule 17j-1)

EXHIBIT 4

COMPLIANCE CERTIFICATION

 

 

Initial Certification

I certify that I:

(i) have received, read and reviewed the Fund’s Code of Ethics;

(ii) understand the policies and procedures in the Code;

(iii) recognize that J am subject to such policies and procedures;

(iv) understand the penalties for non-compliance;

(v) will fully comply with the Fund’s Code of Ethics; and

(vi) have fully and accurately completed this Certificate.

 

Signature:

 

Name: _________________________________________________(Please print)

 

Date Submitted:       __________________________________________

 

Annual Certification
I certify that I:

(i) have received, read and reviewed the Fund’s Code of Ethics;

(ii) understand the policies and procedures in the Code;

(iii) recognize that J am subject to such policies and procedures;

(iv) understand the penalties for non-compliance;

(v) have complied with the Fund’s Code of Ethics and any applicable reporting requirements during this past year;

(vi) have fully disclosed any exceptions to my compliance with the Code below;

(vii) will fully comply with the Fund’s Code of Ethics; and

(vi) have fully and accurately completed this Certificate.

 

EXCEPTION(S):

 

 

Signature:

 

Name: _________________________________________________(Please print)

 

Date Submitted:       _________________________________________

 

 

EX-99.B(P)(5) 13 tm2232087d1_ex99-bp5.htm EXHIBIT 99.B(P)(5)

 

Exhibit 99.B(p)(5)

(GRAPHIC) 

ACADIAN ASSET MANAGEMENT LLC
CODE OF ETHICS
JANUARY 2023

 

 

Table of Contents 

 

Summary of Material Code Changes 5
   
Introduction 6
   
General Principles 7
   
Scope of the Code 7
   
Persons Covered by the Code 7
   
Reportable Investment Accounts 8
   
Securities Covered by the Code 9
   
Blackout Periods and Restrictions 10
   
Short-Term Trading 10
   
BrightSphere Stock 10
   
Securities Transactions requiring Pre-clearance 11
Initial Public Offerings 11
Limited of Private Offerings 12
   
Exceptions specific to Certain Accounts and Transaction Types 12
   
Standards of Business Conduct 13
   
Compliance with Laws and Regulations 13
   
Conflicts of Interest 14
Conflicts among Client Interests 14
Competing with Client Trades 14
Disclosure of Personal Interest 14
Referrals/Brokerage 14
Vendors and Suppliers 14
   
Market Manipulation 14
   
Insider Trading and Regulation FD 15
   
Material Non-public Information 15
BSIG and Nonpublic Acadian Information 16
Penalties 17
Regulation FD 17
   
Gifts and Entertainment 18
General Statement 18
Gifts 18
Receipt 18
Offer 18
ERISA, Taft Hartley and Public Plan Clients and Prospects 19
Cash 19

Updated as of January 20232

 

Entertainment 19
Providing 19
Accepting 19
ERISA, Taft Hartley and Public Plan Clients and Prospects 20
   
Expense Reports for Gifts and Entertainment 20
   
Conferences 20
   
Quarterly Reporting of Gifts and Entertainment 20
   
Political Contributions and Compliance with the Pay-to-Play Rule Requirements 20
   
Anti-bribery and Corruption Policy 22
   
Charitable Contributions 22
   
Confidentiality 23
   
Service on a Board of Directors 23
   
Partnerships 24
   
Other Outside Activities 24
   
Marketing and Promotional Activities 24
   
Affiliated Broker-Dealers 24
   
Compliance Procedures 25
Reporting of Access Person Investment Accounts 25
Duplicate Statements 25
Personal Securities Transactions Pre-clearance 26
Pre-Approval of Political Contributions 26
Quarterly Reporting of Transactions 26
Quarterly Reporting of Gifts and Entertainment 26
Quarterly Reporting of Private Investments 27
Quarterly Reporting of Political Contributions 27
Communication Acknowledgment 27
MNPI Acknowledgment 27
Annual Reporting 27
New Hire Reporting 28
   
Review and Enforcement 28
   
Certification of Compliance 29
Initial Certification 29
Acknowledgement of Amendments 29
Annual Certification 29
   
Access Person Disclosure and Reporting 29
   
Recordkeeping 31
   
Form ADV Disclosure 31
   
Administration and Enforcement of the Code 31

Updated as of January 20233

 

Responsibility to Know Rules 31
   
Excessive or Inappropriate Trading 32
   
Training and Education 32
New Hires 32
Annual 32
   
Compliance and Risk Committee Approval 32
   
Report to Fund CCOs and Boards 32
   
Report to Senior Management 32
   
Reporting Violations and Whistleblowing Protections 33
   
Fraud Policy 33
   
Sanctions 35
   
Further Information about the Code and Supplements 36
Persons Responsible for Enforcement and Training 36

 

Appendices (in pdf only)

 

A. CFA Institute Asset Manager Code of Professional Conduct

Updated as of January 20234

 

Summary of Code Changes

 

Primarily non-material administrative updates and clarifications. Also added additional reporting requirements which were implemented during 2022.

Updated as of January 20235

 

Introduction

 

Acadian Asset Management LLC (“Acadian”) has adopted this Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) and rule amendments under Section 204 of the Advisers Act. The Code sets forth standards of conduct expected of Acadian’s employees, and certain consultants, and contractors. Acadian has also adopted the CFA Institute Asset Manager Code of Professional Conduct attached as Appendix A. Compliance with the Code is a condition of employment.

 

The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by Acadian and our Access Persons. As a fiduciary, Acadian has the responsibility to render professional, continuous, and unbiased investment advice, owes our clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of our clients, and must avoid or disclose conflicts of interests.

 

This Code is designed to:

Protect Acadian’s clients by deterring misconduct;

Guard against violations of the securities laws;

Educate Access Persons regarding Acadian’s expectations and the laws governing their conduct;

Remind Access Persons that they are in a position of trust and must act with complete propriety at all times;

Protect the reputation of Acadian; and

Establish policies and procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with our ethical principles and regulatory requirements.

 

This Code is based upon the principle that the members of our Board of Managers, Executive Management Team, Executive Committee, officers, and other Access Persons owe a fiduciary duty to, among others, our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) materially serving their own personal interests ahead of clients; (ii) materially taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of Acadian’s Chief Compliance Officer to report violations of the Code to Acadian’s Compliance and Risk Committee, the Executive Management Team, the Executive Committee, and if deemed necessary, to our Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

 

My Compliance Office

 

My Compliance Office (“MCO”), (formerly Schwab Compliance Technologies (“SCT”)), is the primary system we utilize to transmit all Code related requests and for required reporting.

Updated as of January 20236

 

Part 1. General Principles

 

Our principles and philosophy regarding ethics stress Acadian’s overarching fiduciary duty to our clients and the obligation of our Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by our clients and to give effect to the belief that Acadian’s operations should be directed to benefit our clients, Acadian has adopted the following general principles to guide the actions of our Access Persons:

 

1.The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by placing the interests of clients before their own.

 

2.All personal transactions in securities by Access Persons must be accomplished so as not to conflict materially with the interests of any client.

 

3.All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person’s independence or judgment.

 

4.Personal, financial, and other potentially sensitive information concerning the firm, our clients, our prospects, and other Access Persons will be kept strictly confidential. Access Persons will only access this information if it is required to complete their jobs and will only disclose such information to others if it is required to complete their jobs and to deliver the services for which the client has contracted.

 

5.All Access Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian’s reputation.

 

6.All Access Persons will comply with all laws and regulations applicable to our business activities.

 

The U.S. Securities and Exchange Commission (the “SEC”) and U.S. federal law require that the Code not only be adopted but that it also is enforced with reasonable diligence.

 

The Compliance Group will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including monetary penalties and the potential for the termination of employment. In addition, non-compliance with the Code can have severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits, and sanctions on your ability to remain employed in any capacity in the investment advisory business.

 

Part 2. Scope of the Code

 

A.        Persons Covered by the Code

 

Whether an individual is considered an “Access Person” or “Supervised Person” under the Code and thus subject to Code compliance is dependent upon various factors including: job responsibilities, systems access, and if a contractor, length and scope of engagement. Ultimate determination as to whether any individual or action is subject to or exempt from the Code, or if a Code exception should be granted, is left to the Chief Compliance Officer.

Updated as of January 20237

 

An “Access Person(s)” includes employees, consultants, and contractors, whose job responsibilities require him or her to access Acadian’s research and/or trading databases to perform their job requirements. Any other employee, consultant or contractor not meeting that definition is a “Supervised Person.”

 

Certain immediate family members1, or other persons subject to the financial support of an Access Person, are subject to certain requirements imposed on an “Access Person” under the Code. For these individuals, an Access Person must report their covered investment accounts, pre-clear their personal securities transactions in covered securities in private investments and partnerships, ensure their personal securities transactions comply with blackout and sixty-day trading restrictions, and provide duplicate copies of their account statements upon request.

 

Each Access Person should inform a Compliance Officer when their immediate family members change. Each Access Person is also required to ensure that any immediate family member as defined herein, or person subject to the Access Person’s financial support, is complying with applicable Code requirements. Access Persons should educate these individuals on their requirements. Oversight is a must. Non-compliance with the Code by any immediate family member will have the same ramifications on the Access Person as if it were the Access Person him or herself who did not comply.

 

Members of Acadian’s Board of Managers employed by our immediate parent company, BrightSphere Affiliate Holdings, LLC or our ultimate parent company, BrightSphere Investment Group Inc (“BSIG or BrightSphere”), along with any other non-resident officer, director, manager or immediate family member of an Access Person, who is subject to another Code of Ethics that complies with Rule 204A-1 under the Advisers Act and whose Code has been reviewed and approved by Acadian’s Chief Compliance Officer, or who does not have access to Acadian’s internal research and trading databases, shall be exempt from the requirements imposed by this Code.

 

B.        Reportable Investment Accounts

 

Each Access Person must report any accounts in which he or she has a direct or indirect beneficial interest in which a covered security is eligible for purchase or sale. Examples of reportable accounts typically include:

 

individual and joint accounts including accounts established through your employment with Acadian such as a 401K and/or deferred compensation account

accounts in the name of an immediate family member as defined in the Code

accounts in the name of any individual subject to your financial support

trust accounts

estate accounts

accounts where you have power of attorney or trading authority

other types of accounts in which you have a present or future interest in the income, principal or right to obtain title to securities.

 

Exception: 529 plans that are not managed or offered by an affiliate are not considered a reportable account under the Code. Further, any transactions within such plans do not require pre-clearance or reporting on a holdings report.

 

 

1 An immediate family member is defined to include any relative by blood or marriage living in an Access Person’s household who is subject to the Access Person’s financial support or any other individual living in the household subject to the Access Person’s financial support (spouse, minor children, a domestic partner etc.).

Updated as of January 20238

 

C.        Securities Covered by the Code

 

For purposes of the Code and our reporting requirements, the term “covered security” will include the following:

 

any stock or corporate bond;

ETFs

Depositary Receipts (e.g., ADRs, EDRs and GDRs);

municipal, Government Sponsored Entities (GSE) and agency bonds;

investment or futures contracts with the exception of currency;

commodity futures;

options or warrants to purchase or sell securities;

limited partnerships meeting the SEC’s definition of a “security” (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

UITs, foreign (offshore) mutual funds, and closed-end investment companies;

shares of open-end mutual funds, UCITS funds, and CITS that are advised or sub-advised by Acadian2; and

private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

 

Additional types of securities may be added at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian’s business changes.

 

However, the following are excluded:

 

direct obligations of the U.S. government;

bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt obligations, including repurchase agreements;

shares issued by money market funds (domiciled inside or outside the United States); and

shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian’s affiliates, including all companies under the BrightSphere ownership umbrellas.

529 plans that are not managed or offered by an affiliate.

 

Cryptocurrencies:

 

Initial coin offerings (“ICOs”) are securities under current SEC rules. As such, you are required to seek pre-approval for investments in ICOs, report the accounts you open to hold ICOs, and report transactions in ICOs (e.g. same as if you were buying an equity IPO). ICOs are subject to the 60-day hold requirements. Bitcoin ETFs would be subject to the same requirements.

 

Bitcoin, bitcoin cash and bitcoin futures are NOT securities under current SEC regulations and therefore “trading” in such cryptocurrencies are not reportable under the Code at this time.

 

 

2 A transaction in fund advised or sub-advised by Acadian is subject to pre-clearance requirements unless the transaction is occurring in Acadian’s 401K or deferred compensation plans. However, all holdings in such funds, including those owned in your 401K and deferred compensation accounts, must be reported on your year-end holdings report.

Updated as of January 20239

 

D.        Blackout Periods and Restrictions.

 

Access Persons will be permitted to trade subject to the following conditions:

 

(1)No personal trades will be permitted in any individual security on the same day that Acadian trades that security or a similar line of the same security on behalf of any client.

 

For purposes of clarity, this applies to any individual stock, bond, ETF, Depositary Receipt, and to any individual security underlying any Depositary Receipt or a different class of the security (option as an example) being traded. For example, the purchase of an ADR would not be permitted if we were trading in the underlying security and vice versa.

 

Acadian’s Compliance Group may allow exceptions to this “blackout” policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running, conflicts of interest, or client detriment, are not present and the equity of the situation strongly supports an exemption.

 

(2)Short-Term Trading Restriction.

 

Access Persons are reminded that they are specifically prohibited from engaging in any form of market timing or short-term trading in funds advised or sub-advised by Acadian or in any other covered security.

 

For any transaction requiring preclearance, Acadian has adopted a sixty (60) day hold requirement in an effort to avoid conflicts of interests and to ensure that the interests of our clients are placed first. This requirement is intended to deter front running, market manipulation and the potential misuse of Acadian internal resources.

 

Acadian’s Compliance Group may allow exceptions to this short-term trading restriction on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption.

 

Unless an exception is granted by the Compliance Group, no Access Person may execute opposing trades (buy/sell, sell/buy) in a covered security within sixty (60) calendar days. Trades made in violation of this prohibition may be subject to being unwound or any profit realized may be subject to disgorgement to a charity or to a client if appropriate at the discretion of the Compliance Group.

 

An Access Person wishing to execute a short-term trade must request an exception when entering the pre-clearance request.

 

E.         BrightSphere Stock

 

For Clients:

 

Acadian is restricted from purchasing or recommending the purchase or sale of BrightSphere stock (“BSIG”) on behalf of our clients.

 

For Access Persons:

 

Acadian Access Persons, Supervised Persons, or their immediate family members may invest in BSIG. To reduce the risk that such investment might be found to have resulted from insider trading or another violation of securities laws, BrightSphere has established a policy setting forth when trading in BSIG is not permitted or appropriate. This Policy applies to all Acadian Access Persons, Supervised Persons, or their immediate family members.

Updated as of January 202310

 

Mandatory Requirements/Prohibitions of BrightSphere’s policy:

 

Prohibits trading in BSIG when in possession of material, nonpublic information (“MNPI”).

Prohibits communicating MNPI to any third-party unless for legitimate purposes.

Prohibits engaging in any transaction involving BSIG during a blackout period. Blackout periods will be communicated to Acadian compliance.

Prohibits engaging in short sales of BSIG or trading in naked options.

Requires obtaining pre-clearance from BSIG prior to trading in any BSIG security.

 

Please send your pre-clearance request to Acadian compliance and we will facilitate on your behalf with BSIG.

 

F.        Securities Transactions requiring Pre-clearance

 

With limited exceptions noted in section G below, discretionary transactions executed by an Access Person in the following covered securities must be “pre-cleared” with the Compliance Group in accordance with the procedures outlined herein prior to execution:

 

any stock or corporate bond;

ETFs comprised of less than 25 covered securities as defined in the Code;

Depositary Receipts (e.g. ADRs, EDRs and GDRs);

investment or futures contracts with the exception of currency;

options or warrants to purchase or sell a covered security as defined by the Code;

limited partnerships meeting the SEC’s definition of a “security” (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

UITs, foreign mutual funds, and closed-end investment companies;

shares of open-end mutual funds, UCITS fund, and CITS that are advised or sub-advised by Acadian (unless in the Acadian 401K or deferred compensation plan),

private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

 

Additional types of securities may be added to the pre-clearance requirements at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian’s business changes.

 

Initial Public Offerings Acadian as a firm typically does not participate in initial public offerings (IPO). Access Persons must pre-clear for their personal accounts purchases of any securities in an IPO. Such pre-clearance is required even if the purchase is made on behalf of the Access Person by a broker or investment adviser without the Access Person’s influence or control in a fully discretionary managed account. Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm’s brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

Updated as of January 202311

 

Limited or Private Offerings Access Persons must pre-clear for their personal accounts purchases or sales of any securities in limited or private offerings (commonly referred to as private placements). Such pre-clearance is required even if the transaction is made on behalf of the Access Person by a broker or investment adviser without the Access Person’s influence or control in a fully discretionary managed account. Acadian will maintain a record of any decision, and the reasons supporting the decision to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm’s brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Access Persons are permitted to invest in private offerings offered and/or managed by Acadian provided they meet the investment qualifications of the particular investment.

 

Investment accounts established through your employment with Acadian, including your 401K account and any deferred compensation account, are reportable accounts but are exempt from the requirements to pre-clear trades. Notwithstanding, if any of the holdings in these accounts are in “affiliated” funds you must report any holdings on your year-end holdings report. For example, this would include the required reporting of any affiliate-managed fund in the deferred compensation plan as well as in the 401K plan.

 

G.Exceptions specific to certain account and transaction types:

 

1.Other than transactions in Initial Public Offerings or Limited or Private Offerings as described above, transactions occurring within investment accounts in which the Access Person had no direct or indirect influence or control over the transactions do not require pre-clearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports provided the following conditions are met:

 

The account is disclosed to a compliance officer before trading commences and the compliance officer is provided with necessary documentation to confirm that the Access Person will not have direct or indirect influence over transactions in the account; and

 

The Access Person and/or the investment manager for the account provides written confirmation periodically at the request of a compliance officer that the Access Person did not have any direct or indirect influence on any of the transactions executed in the account.

 

Examples of such accounts include accounts where the Access Person has granted to a broker, dealer, trust officer or other third-party non-Access Person full discretion to execute transactions on behalf of the Access Person without consultation or Access Person input or direction (an example would be Managed Accounts and the party directing the transaction has utilized such discretion).

 

2.Transactions occurring within a reported investment account that are part of an automatic dividend reinvestment plan, or a pre-established dollar cost averaging type contribution plan do not require pre-clearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports.

Updated as of January 202312

 

3.The following transactions in covered securities within a reported investment account are exempt from the Code’s pre-clearance, blackout and short-term trading requirements but must be disclosed on year-end holding reports:

 

a.purchases or sales that are involuntary on the part of the Access Person

 

b.purchases or sales within Acadian’s 401k or deferred compensation plans

 

c.purchases or sales effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of our securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired

 

d.purchases or sales of currencies and interest rate instruments or futures or options on them

 

e.purchases or sales of municipal, Government Sponsored Entities (GSE) and agency bond

 

f.purchases or sales of commodity futures or commodity future ETFs

 

g.purchase or sales of non-affiliated broad index ETFs (defined as having minimum of 25 covered securities as defined by the Code)

 

Part 3. Standards of Business Conduct

 

The Code sets forth standards of business conduct that we require of our Access Persons. Access Persons should maintain the highest ethical standards in carrying out Acadian’s business activities. Acadian’s reputation is one of our most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian’s business conduct standards.

 

A.Compliance with Laws and Regulations

 

Each Access Person must comply with all laws and regulations applicable to our business, including all securities laws, and all firm policies and procedures including, but not limited to, those found in this Code of Ethics, the Compliance Manual, the IT Security Policy, and the Employee Handbook. Access Persons are not permitted to:

 

a.engage in any act, practice, or course of conduct that operates or would operate as a fraud, deceit, or manipulative practice upon any person;

 

b.make false or misleading statements, spread rumors, or fail to disclose material facts;

 

c.engage in any manipulative practice with respect to securities, including price or market manipulation; or

 

d.utilize or transmit to others “inside” information as more fully described herein.

Updated as of January 202313

 

B.Conflicts of Interest

 

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest, including those between personal and Acadian related activities, and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Client specific conflicts are reviewed and addressed directly with the individual client. We conduct an ongoing review for actual and potential conflicts that may be systemic to Acadian and our processes. We disclose these conflicts as part of our Compliance Manual, which is typically updated annually, as well as in Form ADV, Part 2A, which is updated and delivered annually to each client. Examples of certain conflicts related to the Code include:

 

1.Conflicts among Client Interests. Conflicts of interest may arise where Acadian or our Access Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client.

 

2.Competing with Client Trades. As referenced in the section on Personal Transactions, an Access Person is prohibited from engaging in any securities transactions on the day Acadian trades in the security on behalf of a client and any other transaction that would result in a material negative impact to a client.

 

3.Disclosure of Personal Interest. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having first disclosed to the Compliance Group any material beneficial ownership, business or personal relationship, Board membership, or other material interest in the issuer. A member of the Compliance Group will analyze the conflict and determine the appropriate course of action including potential recusal of the Access Person from the decision of the placement of the security at issue on a no-buy list.

 

4.Referrals/Brokerage. Access Persons are required to act in the best interests of our clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian’s policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies. Access Persons should refrain from undertaking personal investment transactions with the same individual employee at a broker-dealer firm with whom Acadian conducts business for our clients.

 

5.Vendors and Suppliers. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian’s business with those companies.

 

C.Market Manipulation

 

Access Persons are prohibited from making any statements or taking any action intended to manipulate the price of a security or the market for a security. Manipulative conduct includes the creation or spreading of false rumors or other information intended to influence the price of a security. Access Persons are advised to ensure any statement that they may make in a public forum is true, accurate, and not misleading. This includes any statements that you may make independent of your employment with Acadian or beyond your authority as an Access Person, including via any personal blogs, websites or chat rooms.

 

Acadian only permits employees to use Acadian approved electronic communication systems to send and receive external correspondence related to your role at Acadian. This includes, but it not limited to, sales and investment related correspondence. Acadian employees shall have no expectation of privacy in the content or attachments of any electronic communication sent or received through any approved electronic communication systems including, but not limited to, the Acadian email system, Bloomberg Email and Instant Messaging systems, Teams, and for those who have been pre-approved by the Compliance team, LinkedIn.

Updated as of January 202314

 

The use of personal address email, text, instant messaging other than Bloomberg, or the use of personal social media sites such as Facebook, Twitter, Whats App, and LinkedIn to conduct Acadian related business or to solicit prospects or clients is prohibited unless preapproved in writing by a compliance officer.

 

D.Insider Trading and Regulation FD

 

As a general rule, it is against the law to buy or sell any securities while in possession of material, non-public information relevant to that security (sometimes called “inside information”), or to communicate such information to others who trade on the basis of such information (commonly known as “tipping”). Information is “material” as to a security if a reasonable investor would consider the information significant in deciding whether to buy, hold or sell the security, i.e., any information that might affect the price of the security. Material information can be positive or negative and can relate to virtually any aspect of the Company’s business.

 

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material non-public information and from communicating material non-public information to others in violation of the law. This specifically includes personally trading or informing others of the securities held in a client portfolio or transactions contemplated on behalf of any client.

 

Insider Trading - Material Non-Public Information.

 

The term “material non-public information” relates not only to issuers but may also include Acadian’s AUM, internal information, securities recommendations and client securities holdings and transactions. Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company’s securities. Examples of events or developments that should be presumed to be “material” with respect to Acadian’s activities that should not be discussed outside Acadian and should only be discussed internally with those with a need to know include:

 

knowledge of a trend in revenues, earnings, or assets under management not yet fully disclosed to the public;

acquisition, material loss, or regulatory action;

material change in the number of clients;

significant legal exposure due to actual, pending or threatened litigation;

a purchase or sale of substantial assets;

changes in senior management or other major personnel changes; and

changes in our auditors or a notification from its auditors that we may no longer rely on the auditor’s audit report.

 

These examples are illustrative only; many other types of information may be considered “material,” depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. Information is “non-public” as to a security until it has been effectively communicated to the marketplace through a press release or other appropriate news media and enough time has elapsed to permit the investment market to absorb and evaluate the information. In many cases, this process may require the passage of several trading days after any initial disclosure. If there can be any doubt whatsoever as to whether information has been effectively communicated to the marketplace, such information should be considered non-public until such time as there is no doubt. You should direct any questions about whether information is material to the Compliance Group.

Updated as of January 202315

 

BSIG and Nonpublic Acadian Information

 

As the sole remaining affiliate of BSIG, certain information specific to Acadian’s business activities could be deemed by investors to be material nonpublic information (“MNPI”) of BSIG.

 

Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or it could reasonably be expected to have a substantial effect on the price of BSIG’s securities.

 

“Nonpublic” information is information that has not been previously disclosed to the general public by means of a press release, SEC filing or other media for broad public access. Disclosure to even a large group of analysts or stockholders does not constitute disclosure to the public.

 

Of specific potential concern to BSIG is the public release (both in writing or verbally) of Acadian’s firm wide AUM and firm wide cash flows prior to their public release by BSIG. As a result, the following policies and procedures have been implemented:

 

Acadian’s firm wide AUM will only be made available for external dissemination following its release as part of BSIG’s quarterly public filings. The most recent publicly available AUM will be used in all external materials and staled until BSIG publicly releases the following quarterly AUM information. That new number will then be staled thereafter until the next BSIG public filing.

 

Firm wide cash flows will also be staled as of the most recent public filing and remain staled at that date in all external materials until the BSIG publicly releases the next quarter end cash flow numbers.

 

We will no longer publicly release AUM and cash flow information for specific individual strategies in any manner that in the aggregate would result in the release of more than 50% of firm wide AUM and cash flow amounts. Any AUM and cash flow numbers that can be aggregated to the firm wide AUM and cash flows must be staled to reflect the most recent publicly available information.

 

Please note, these changes impact the dissemination of firm wide information; we are still able to provide more current month end AUM and cash flow information for individual strategies, as we currently do in many external materials, as long as what is provided cannot be aggregated to the firm wide level.

 

The above applies to both written and verbal communication. Any information that cannot be provided in external written content also cannot be shared verbally with any external party until the public filing has been made.

 

BSIG has agreed that an exception can be made to the above policy changes for clients, prospects, and consultants that execute with Acadian an MNPI acknowledgement. The content of this MNPI acknowledgment is non-negotiable. Once executed by an authorized representative of the entity wishing to receive the more current information, we will be able to provide that entity, going forward, with month end information, with a 7-business day lag. This MNPI acknowledgement will be tracked in Conga and owned by the Compliance team.

 

While it is not practical to compile an exhaustive list, other information concerning any of the following items specific to Acadian or BSIG should be reviewed carefully to determine whether such information is, or is not, also MNPI:

 

Earnings, including whether BSIG will or will not meet expectations;

Material changes in Acadian assets under management;

Updated as of January 202316

 

Material changes in the number of clients;

Mergers, acquisitions, tender offers, joint ventures, or changes in assets under management;

Acquisition or loss of an important client or contract;

Changes in senior management;

Changes in compensation policy;

A change in auditors or auditor notification that Acadian or BSIG may no longer rely on an audit report;

A change in an auditor’s opinion with respect to Acadian’s or BSIG’s financial statements;

The issuance by the auditors of a going concern qualification;

Financings and other events regarding BSIG’s securities (e.g., defaults on debt securities, calls of securities for redemption, repurchase plans, stock splits, public or private sales of additional securities);

Transactions with directors, officers or principal security holders;

Regulatory approvals or changes in regulations and any analysis of how they affect BSIG; and

Significant litigation.

 

Insider Trading - Penalties

 

Both the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”) are very effective at detecting and pursuing insider trading cases and they have aggressively prosecuted insider traders and tippers. Any person who engages in insider trading or tipping can face a substantial jail term (up to 20 years), civil penalties of up to three times the profit gained (or loss avoided) by that person and/or his or her “tippee,” and criminal fines of up to $5,000,000. In addition, if it is found that the Company failed to take appropriate steps to prevent insider trading, the Company may be subject to significant criminal fines and civil penalties of up to $1,000,000 or, if greater, three times the profit gained (or loss avoided) as a result of the insider trading.

 

You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of our insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal and reporting to legal and regulatory authorities.

 

Before executing any trade for yourself or others, including clients, an Access Person must determine whether he or she has access to material non-public information.

 

If you think that you might have access to material non-public information, you should take the following steps:

 

1. report the information and proposed trade immediately to the Chief Compliance Officer.

 

2. do not purchase or sell the securities on behalf of yourself or others, including clients.

 

3. do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

 

Regulation FD

 

As an affiliate of BrightSphere Investment Group Inc. (“BSIG”), a publicly traded company, Acadian is committed to fair disclosure of information related to Acadian or BSIG that could influence the value of BSIG’s securities and will not act to advantage any particular analyst or investor, consistent with the United States Securities and Exchange Commission’s (the “SEC’s”) Fair Disclosure Regulation (“Regulation FD”).

Updated as of January 202317

 

BSIG will continue to provide current and potential investors with information reasonably required to make an informed decision on whether to invest in BSIG’s securities, as required by law or as determined appropriate by BSIG management.

 

Acadian prohibits Access Persons from making any disclosure of material nonpublic information about Acadian or BSIG to anyone outside Acadian (other than for business purposes to persons who first are obliged to maintain confidentiality with respect to such information) unless BSIG discloses it to the public at the same time in a manner consistent with Regulation FD. Examples of activities subject to this policy include:

 

Quarterly earnings releases and related conference calls;

Providing guidance as to BSIG’s financial performance or results;

Contact with financial analysts covering BSIG;

Reviewing analyst reports and similar materials;

Referring to or distributing analyst reports regarding BSIG;

Analyst and investor visits;

Speeches, interviews, seminars and conferences;

Responding to market rumors;

Responding to media inquiries regarding financial or other material events; and

Postings on Acadian’s or BSIG’s website.

 

E.Gifts and Entertainment

 

1.General Statement

 

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and our clients. Access Persons may not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Access Persons are expressly prohibited from letting gifts, gratuities or entertainment influence their selection of any broker, dealer or vendor for Acadian business. Similarly, Access Persons may not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Acadian or the Access Person.

 

Supervisors of specific business units have the discretion to set more restrictive entertainment and gift policies than those in this Code that individuals subject to their supervision must comply with.

 

2.Gifts

 

a.Receipt - No Access Person may receive gifts totaling more than de minimis value ($100 per calendar year) from any person or entity that does investment related business with or on behalf of Acadian. For example, regardless of the number of employees at XYZ broker who provide a gift, the aggregate value of the gifts that can be accepted by an Access Person from all individuals associated with XYZ broker is $100. Promotional items containing the name and/or logo of the provider shall not be considered a gift provided its estimated value is under $100.

 

Access Persons are expressly prohibited from soliciting any gift related to our investment activities.

 

b.Offer – No Access Person may give or offer any gift of more than de minimis value ($100 per year) to existing clients or prospective clients. Access Persons may not give gifts if the intent is to retain or gain investment related business. In certain countries in which we may conduct business, the offer of a gift may be a cultural norm. In such cases, it may be permissible to exceed the de minimis value provided the gift is reasonable in value and has been approved by a Senior Manager.

Updated as of January 202318

 

Gifts to ERISA, Taft-Hartley, and Public Plan Clients and Prospects

 

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of gifts of any value to their representatives. The Compliance Group should be consulted prior to providing any type of gift of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer as the offer of a gift alone, without actually providing the gift, could be a violation.

 

3.Cash - No Access Person may give or accept cash gifts or cash equivalents to or from a client or prospective client or any other entity that conducts investment related business with or on behalf of Acadian.

 

4.Entertainment -

 

Providing Entertainment: No Access Person may provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do investment related business with or on behalf of Acadian. Access Persons may occasionally provide business entertainment events, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the Access Person is present.

 

Accepting Entertainment: The firm recognizes that Access Person participation in entertainment provided by those with whom we conduct investment related business may be beneficial and further legitimate business interests. However, the acceptance of extravagant or excessive entertainment from a client, prospective client, or any person or entity that does or seeks to do investment related business with Acadian is not permitted.

 

Access Persons are permitted to attend occasional business meals, at a venue where business is typically discussed, of reasonable value, provided that the person or a representative of the organization providing the meal is present.

 

Access Persons are also permitted to attend other entertainment events, such as sporting events, subject to the following conditions:

 

1.A representative of the hosting organization must be present;

2.The primary purpose of the invitation must be to discuss business or to build a business relationship; and

3.You must receive prior written approval from your supervisor regardless of the value of the entertainment being provided.

 

Access Persons are expressly prohibited from soliciting any entertainment related to our investment activities.

Updated as of January 202319

 

Entertainment to ERISA, Taft-Hartley and Public Plan Clients and Prospects

 

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of entertainment of any value (Including coffee, meals, drinks etc.) to their representatives. The Compliance Group should be consulted prior to providing any type of entertainment of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer as the offer of entertainment alone, without actually providing the entertainment, could be a violation.

 

5.Detailed Expense Reports Required for Gifts and Entertainment

 

For all gifts and entertainment purchased for or provided to a client or prospect, make certain that the expense report submitted for reimbursement clearly discloses what was provided, the names of each individual recipient, and the organization that each recipient represented. Appropriate supporting receipts must be provided. Certain ERISA, public plan clients, and Taft-Hartley plan clients require that we provide detailed gift and entertainment reports related to their representatives.

 

6.Conferences – Access Person attendance at all third-party sponsored industry conferences is subject to supervisor approval. If the conference involves potential clients, prospects, or consultants, and Acadian’s attendance at the conference will be paid for by the host or a third party (including conference fee, travel and lodging as examples), this should be disclosed prior to attendance to the Compliance Group. The Compliance Group will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursed by the third party. With the exception of the need to obtain prior supervisor approval, the above guidance does not apply to BrightSphere sponsored and hosted conferences.

 

It is against Acadian policy to sponsor or pay to attend any conference where our payment is a primary consideration of whether we will be awarded business from any client or prospective client who may be in attendance.

 

7.Quarterly Reporting – Acadian will require all Access Persons to report any gifts or entertainment received on a quarterly basis. Gifts and entertainment provided will be monitored through the periodic review of expense reports.

 

F.Political Contributions and Compliance with the Pay-to-Play Rule Requirements

 

Acadian as a firm is prohibited from making political contributions. Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business. Employees, contractors, or consultants of Acadian’s non-U.S. affiliated offices are prohibited from donating to any candidate in a U.S. election. As such, the requirements in this section are not applicable to these individuals.

 

Rule 206(4)-5 (the “Rule”) under the Advisers Act seeks to curtail “pay to play” practices by investment advisers that provide advisory services to a state or local government entity or to an investment pool in which a state or local governmental entity invests.

Updated as of January 202320

 

There are three key elements of the Rule:

 

(i)a two-year “time-out” from receiving compensation for providing advisory services to certain government entities after certain political contributions are made,

 

(ii)a prohibition on soliciting contributions and payments, and

 

(iii)a prohibition from paying third parties for soliciting government clients.

 

For purposes of the Code and the Rule, an “official” is any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office: (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity, or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity.

 

A “government entity” includes all state and local governments, their agents, and instrumentalities, as well as all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans. These entities are typically pension plans that are separate legal entities from state and local governments, but have elected officials as board members.

 

To ensure Acadian complies with the Rule, all Acadian Access Persons will be required to adhere to the following procedures:

 

1.Submit a written pre-approval form to the Compliance Group and receive compliance approval prior to making any political contribution to an “official” (includes incumbents, candidates, and committees as defined above) of a “government entity”, regardless of contribution amount.

 

2.Submit quarter–end and year-end reports of all political contributions made to any official of a government entity.

 

3.A prohibition from directly or indirectly soliciting political contributions on behalf of any official of a government entity if such individual can directly or indirectly influence the investment advisory business or from soliciting payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. Pursuant to this provision, Access Persons are prohibited from:

 

indirectly making political contributions to politicians through, for example, spouses, lawyers or affiliated companies;

“bundling” a large number of small contributions to influence an election in the state or locality in which the Investment Adviser is seeking business;

soliciting contributions from professional service providers;

consenting to the use of Acadian’s name on fundraising literature for a candidate; and

sponsoring a meeting or conference which features an official as an attendee or guest speaker and which involves fundraising for the official (and, in this case, expenses incurred by the Access Person for hosting the event (such as the cost of the facility or refreshments, or reimbursement of any of the official’s expenses for the event) would be a contribution by the Investment Adviser, thereby triggering the two-year “time-out” provisions of the Rule).

Updated as of January 202321

 

4.A prohibition on paying any non-regulated third party for soliciting advisory business from U.S. based government clients on our behalf.

 

Failure of each Access Person to adhere to the requirements of the Rule could result in Acadian being prohibited from receiving compensation from a government entity for a period of two-years from the date of the contribution.

 

G.Anti-Bribery and Corruption Policy and risks related to employee acts including political contributions and gifts/entertainment

 

The U.S. Foreign Corrupt Practices Act (the “FCPA”) prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. The person making or authorizing the payment must have a corrupt intent, and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer or to any other person. You should note that the FCPA does not require that a corrupt act succeed in its purpose. The offer or promise of a corrupt payment can constitute a violation of the statute. The FCPA prohibits any corrupt payment intended to influence any act or decision of a foreign official in his or her official capacity, to induce the official to do or omit to do any act in violation of his or her lawful duty, to obtain any improper advantage, or to induce a foreign official to use his or her influence improperly to affect or influence any act or decision. The FCPA prohibits paying, offering, promising to pay (or authorizing to pay or offer) money or anything of value. The prohibition extends only to corrupt payments to a foreign official, a foreign political party or party official, or any candidate for foreign political office. A "foreign official" means any officer or employee of a foreign government, a public international organization, or any department or agency thereof, or any person acting in an official capacity.

 

Obligations imposed on Access Persons go further than compliance with the FCPA. Bribery and corrupt business practices create unfair markets, erode public trust and stifle long-term economic development and are contrary to Acadian’s values. Bribery or corruption in any manner or for any purpose or benefit will not be tolerated and any such action by an Access Person or the firm is strictly prohibited. Access Persons must be committed to ethical and legal business conduct and must:

 

Act legally and with integrity at all times to safeguard its staff members, resources, tangible and intangible assets, and our reputation;

Create and maintain a trust-based and inclusive internal culture in which bribery and corruption are not tolerated;

Conduct all business relationships in an ethical and lawful manner; and

Cooperate fully with law enforcement and regulators locally within the bounds of local legislation.

 

Access Persons who deliberately breach the policy will be subject to disciplinary action, potentially leading to dismissal.

 

Access Persons are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. Access Persons must closely adhere to the gift and entertainment and the political contributions policies and procedures described herein. Any suspicions of bribery or corruption should be reported in accordance with the Whistleblowing policy set out in this Code. Acadian and all Access Persons are expected to cooperate fully with any law enforcement or regulatory inquiry into any bribery or corruption allegation.

 

H.Charitable Contributions

 

Although Acadian encourages our Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. No donations should be made in the name of any client if such a donation would result in a violation of the client’s ethical requirements. This is typically the case with state and municipal clients.

Updated as of January 202322

 

Any request from a client or prospect for a charitable donation should be brought to the attention of a Compliance Officer. Any charitable donation made in response to a client or prospect request should be nominal as not to appear to have been made to obtain or retain the business and should be done in accordance with Acadian’s charitable giving policies.

 

I.Confidentiality

 

Access Persons have the highest fiduciary obligation to protect and keep confidential at all times sensitive non-public information related to our clients, prospects, Access Persons, and the firm. Please also refer to your obligations to protect information from disclosure under Insider Trading and Regulation FD sections of this Code. This information may include, but is not limited to, the following:

 

a.any prospect or client’s identity (unless the client consents), any information regarding a client’s financial circumstances, business practices, or advice furnished to a client by Acadian;

 

b.information on specific client accounts, including recent or impending securities transactions by clients and activities of the portfolio managers for client accounts;

 

c.specific information on Acadian’s investments for clients (including former clients) and prospective clients and account transactions and holdings;

 

d.information on other Access Persons, including their social security numbers, financial account information and account numbers, compensation, benefits, position level and performance rating; and

 

e.information on Acadian’s firm wide assets under management and cash flows, business activities, including new services, products, research, technologies, investment process, and business initiatives, unless disclosure has been authorized by Acadian.

 

Access Persons should not access information on any client, prospect, consultant, or employee that is not required to perform their specific job functions. Access Persons should not discuss or release any non-public information that they may be authorized to access and view to any internal party or external party unless that party has a compelling business need to receive the information.

 

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. Any confidential information that must be transmitted over email or via the internet should also be protected in accordance with Acadian’s IT Security Policy.

 

J.Service on a Board of Directors

 

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture not related to Acadian, or as a member of an investment organization (e.g., an investment club), Access Persons must disclose the position to the Compliance Group.

Updated as of January 202323

 

While the prior disclosure of Board membership or service on a charitable/non-profit organization is generally not required, disclosure and pre-approval would be required if your service involved participation on the finance, treasury, or investment committees or their functional roles or equivalents. Acadian may place specific restrictions on such service.

 

Each Board position should also be disclosed to the Compliance Group at least annually. Notice of such positions may be given to a compliance officer of any Fund advised or sub-advised by the Company.

 

As a firm policy, Acadian will restrict from our potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Access Person serves as a Board member.

 

K.Partnerships

 

Any non-Acadian related non-investment partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Compliance Group prior to formation, or if already in existence at the time of employment, as part of New Hire reporting. Any such partnership interest should also be disclosed to the Compliance Group at least annually. Investment partnerships such as participating as a passive “partner” in a hedge fund would require pre-clearance and reporting on holdings reports.

 

L.Other Outside Activities

 

Access Persons may not engage in outside business interests or employment that could in any way materially conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons should inform their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian if it had the potential of impacting or conflicting with their responsibilities to Acadian. Supervisors will involve the Compliance Group as needed.

 

M.Marketing and Promotional Activities

 

Acadian has instituted policies and procedures relating to our creation and distribution of marketing, performance, advertising, and promotional materials to ensure compliance with relevant securities laws and GIPs. All oral and written statements made by Access Persons to the public, regardless of format or audience, must be professional, accurate, balanced and not misleading in any way.

 

N.Affiliated Broker-Dealers

Certain employees of Acadian are affiliated with a third-party limited-purpose broker-dealer related to the offer and sale of funds. Acadian will not utilize the services of this broker-dealer to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of a client.

Updated as of January 202324

 

Part 4. Compliance Procedures

 

Access Persons are expected to respond truthfully and accurately to all requests for information. With general exceptions as outlined below, any reports, statements or confirmations described herein, submitted through the MCO system, or created under this Code will be treated as confidential to the extent possible.

 

Access Persons should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to their supervisors, to senior management, to BrightSphere, to compliance personnel and the Board of Directors of any registered investment company client, to outside counsel, and/or to regulatory authorities upon appropriate request. To the extent possible, efforts will be made to preserve the confidentiality of any personal information contained on any such report prior to providing is to the requesting party.

 

A.Reporting of Access Person Investment Accounts

 

All Access Persons are required to notify the Compliance Group in writing of any investment account in which he or she has direct or indirect beneficial interest in which a security can be purchased.

 

B.Duplicate Statements

 

Acadian’s Compliance Group, in its discretion, will determine if the receipt of duplicate investment account statements for any Access Person’s investment account will further enhance the Compliance Group’s ability to oversee and enforce the Code. Such statements will typically not be required if the investment firm issuing such statements has an agreement in place with MCO to directly feed employee transaction information into MCO for our access.

 

If Acadian's Compliance Group determines a feed from MCO is not available for a specific brokerage account, the employee will be responsible for providing duplicate copies of the statements to Acadian’s Compliance Group. Statements can be provided via mail (Acadian’s Compliance Group can provide mailing address) or by uploading statements to their quarterly disclosure reporting in MCO.

 

The purpose of receiving “duplicates” is to independently confirm Code compliance, especially as it relates to compliance with pre-clearance of trades, the blackout period, and reporting. Duplicate investment account statements will typically be requested directly from the broker or adviser for any Access Person investment accounts where the Access Person exercises investment discretion over the account and has the ability to trade in covered securities including individual stocks, Acadian or affiliated managed funds, or other types of covered securities that may conflict with the type of investments Acadian makes for our clients.

 

Duplicate investment account statements are typically not requested or received from the following types of accounts:

 

accounts in which individual stocks, bonds, Depository Receipts, ETFs, and Acadian advised or sub-advised mutual funds cannot be purchased or sold;

accounts where the Access Person has no direct or indirect influence or control over transactions in the account; and

Acadian’s 401k and deferred compensation plan accounts.

Updated as of January 202325

 

C.Pre-clearance of Personal Securities Transactions

 

All Access Persons must strictly comply with Acadian’s policies and procedures regarding personal securities transactions in covered securities including requesting pre-clearance before trading in a covered security.

 

Pre-clearance approval is typically only effective on the day granted.

 

Pre-clearance requests, once granted, are only effective until the close of the market on which the “cleared” security trades. If the trade is not executed before market close on the day the pre-clearance was requested and granted, then the request would need to be re-submitted the following day. For example, pre-clearance requests granted on Monday in the U.S. for a security trading in the U.S. are effective until the close of U.S. markets that Monday.

 

One exception relates to the pre-clearance of a security trading on a foreign exchange. A request to trade a security trading on a foreign exchange made after close of the exchange but prior to the reopen of the exchange for the next trading day would be approved until the close of that foreign exchange on the next trading day.

 

No one, including the Chief Compliance Officer, is authorized to approve his or her own trades.

 

D.Pre-Approval of Political Contributions

 

Access Persons must submit a pre-approval request to a member of the Compliance Group and receive compliance approval prior to making any political contribution to any “official” of a “government entity” regardless of contribution amount. Please refer to the Political Contributions section of the Code for the definition of official, government entity, and additional details.

 

E.Quarterly Reporting through MCO

 

1.Transactions

 

Within thirty (30) calendar days of each quarter end (i.e. end of April, July, October, and January) all Access Persons must submit a quarterly report to the Compliance Group to report either no reportable trading activity or all transactions involving covered securities in reportable accounts in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased or sold as well as duplicate statements associated with the quarter if an MCO feed is not available for employee brokerage accounts3.

 

2.Gifts and Entertainment

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a quarterly report of any gifts or entertainment received from any person or organization doing or seeking to do investment related business with Acadian. A Supervisor approval is required when there is a reportable item. A report is required even if there is nothing to report but supervisor approval on such report is not required.

 

 

3 Transactions in in covered securities in Acadian’s 401K plan and deferred compensation plan do not require quarterly reporting. Year-end holdings in these accounts must be reported.

Updated as of January 202326

 

3.Private Investments

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a report to certify that they either have no private investments to report or attest to all pre-existing private investments including any that were acquired within the previous quarter.

 

4.Political Contributions

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a quarterly report of any political contributions made to any official of a government entity as defined in the Code. A signed report is required even if there is nothing to report. Access Persons located in Acadian’s non-U.S. affiliated offices are prohibited from donating to any candidate in a U.S. election. As such, reporting requirements related to political contributions are not applicable to these individuals. Notwithstanding, each must comply with any reporting requirements that may be established specific to their office.

 

5.Communication Acknowledgment

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a report to certify that they acknowledge and comply with firm policies related to approved methods of electronic communication.

 

6.MNPI Acknowledgment

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a report to certify that they acknowledge and comply with firm policies and procedures related to material non-public information.

 

F.Annual Reporting through MCO

 

By January 30th of each year, each Access Person must complete and submit a listing as of December 31 of the prior year of:

 

(1)each investment account in which they have a direct or indirect interest in which a security can be purchased;

(2)their investment holdings in covered securities (including a separate report for “private investments”) including security name, share amount, price per share and principal amount;

(3)a listing of all non-Acadian and non-investment related directorships or partnerships in which they are involved;

(4)a list of all political contributions made including candidate name, elected office, amount, and date;

(5)Any other reports requested by the Compliance Group specific to the Access Person;

(6)Affirmation acknowledging receipt of and compliance with the Code; and

(7)Affirmation acknowledging receipt of and compliance with the Compliance Manual.

 

Your year-end investment holdings report must contain all holdings in covered securities in any covered accounts including those positions held in Acadian’s 401K plan, and deferred compensation plan. To be considered complete, these reports must contain the quantity and value of each reported holding as of December 31.

 

On an annual basis, each Access Person will also be required to provide certification of their receipt of the Code of Ethics and an acknowledgement of their obligation to comply with its requirements.

Updated as of January 202327

 

G.New Hire Reporting through MCO

 

New Access Persons are required to file the following attestations within ten (10) business days of their hire date:

 

a.Initial Affirmation acknowledging receipt of and compliance with the Code.

b.Initial Report of Reportable Investment Accounts along with a copy of the last issued holdings statement for each account.

c.Initial Report of Securities Holdings.

d.Access Person Partnership Involvement Relationship Report.

e.Access Person Report of Director/Relationship Involvement.

f.Access Person Report of Political Contributions for prior two years from hire date.

g.Communication Acknowledgment.

h.MNPI Acknowledgment.

 

H.Review and Enforcement of Personal Transaction Compliance and General Code Compliance

 

The Compliance Group will periodically review personal securities transactions reports and other reports submitted by Access Persons. The review may include, but not limited to, the following:

 

a.An assessment of whether the Access Person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of “Pre-clearance” submissions to any account statements that may have been received from brokers, advisers or other sources;

b.Comparison of personal trading to any blackout period;

c.An assessment of whether the Access Person and Acadian are trading in the same securities and, if so, whether clients are receiving terms as favorable as the Access Person;

d.Periodically analyzing the Access Person’s trading for patterns that may indicate potential compliance issues including front running, excessive or short-term trading or market timing; and

e.Any pattern of trading or activity raising the appearance that the Access Person may be taking advantage of their position at Acadian.

 

Before any determination is made that a code violation has been committed by an Access Person, the Access Person will have the opportunity to supply additional explanatory material. If the Chief Compliance Officer initially determines that a material violation has occurred, he will prepare a written summary of the occurrence, together with all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to Access Person’s manager, the Compliance and Risk Committee, and, if the Chief Compliance Officer and Committee deem it necessary, to the Acadian Executive Management Team and Executive Committee, or the Board of Managers. Depending on the incident, BrightSphere may become involved as well as outside counsel for evaluation and recommendation for resolution.

 

Acadian’s Chief Compliance Officer reports all Code violations and their resolution, regardless of materiality, to Acadian’s Compliance and Risk Committee at least quarterly. Further, if the Chief Compliance Officer and the Committee deem it necessary, a Code violation may also be reported to the Acadian Executive Management Team and Executive Committee, the Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

Updated as of January 202328

 

I.Certification of Compliance

 

1.Initial Certification. Compliance with the Code is a condition of hire and ongoing employment at Acadian. Each Access Person is provided with a copy of the Code when hired and receives training on the Code from a Compliance Officer. Acadian requires all Access Persons to certify that they have: (a) received a copy of the Code; (b) read and understand all provisions of the Code; and (c) agreed to comply with the terms of the Code.

 

2.Acknowledgement of Amendments. Acadian will provide Access Persons with any material amendments to our Code and Access Persons will submit an acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of our compliance staff will make every attempt to bring important changes to the attention of Access Persons.

 

3.Annual Certification. All Access Persons and supervised persons are required annually to certify that they have received, read, understood, and complied with the Code.

 

Part 5. Access Person Disclosures and Reporting Obligations

 

Acadian has certain disclosure obligations to our clients and regulators. Each Access Person has an immediate and ongoing obligation to notify a Compliance Officer if any of the responses to the questions listed below are “yes” or become “yes” at any time.

 

(1) In the past ten years, have you:

 

(a)been convicted of or plead guilty to nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?

 

(b)been charged with any felony?


(2) In the past ten years, have you:

 

(a)been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign or military court to a misdemeanor involving: investments or an investment related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

 

(b)been charged with a misdemeanor listed in 2(a)?

 

3. Has the SEC or the Commodity Futures trading Association (CFTC) ever:

 

(a)found you to have made a false statement or omission?

 

(b)found you to have been involved in a violation of SEC or CFTC regulations or statutes?

 

(c)found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)entered an order against you in connection with investment related activity?

Updated as of January 202329

 

(e)imposed a civil money penalty on you or ordered you to cease and desist from any activity?

 

4. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

 

(a)ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

 

(b)ever found you to have been involved in a violation of investment related regulations or statutes?

 

(c)ever found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)in the past ten years, entered an order against you in connection with an investment related activity?

 

(e)ever denied, suspended, revoked or otherwise prevented you from associating with an investment related business?

 

5. Has any self-regulatory organization or commodities exchange ever:

 

(a)found you to have made a false statement or omission?

 

(b)found you to have been involved in a violation of its rules?

 

(c)found you to have been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)disciplined you by barring or suspending you from association with other advisers or otherwise restricting your activities?

 

6. Has the authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

 

7. Are you the subject of any regulatory proceeding?


8. Has any domestic or foreign court:

 

(a)in the past ten years, enjoined you in connection with any investment related activity?

 

(b)ever found that you were involved in a violation of investment related statutes or regulations?

 

(c)ever dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?

 

9. Are you now the subject of any civil proceeding that could result in a “yes” answer to item 8 above?

Updated as of January 202330

 

Part 6. Record Keeping

 

Acadian will maintain the following records pertaining to the Code in a readily accessible place:

 

A copy of each Code that has been in effect at any time during the past five years;

 

A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

A record of all acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person (these records must be kept for five years after the individual ceases to be an Access Person of Acadian);

 

Holdings and transactions reports made pursuant to the Code for the prior five years;

 

A list of the names of persons who are currently, or within the past five years were, Access Persons;

 

A record of any decision and supporting reasons for approving the acquisition of covered securities by Access Persons including IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted;

 

A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and

 

A copy of reports provided to the Board of Directors of any U.S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code for the past five years.

 

Part 7. Form ADV Disclosure

 

Acadian includes within our Form ADV, Part 2A a description of Acadian’s Code and a description of conflicts identified with our investment process and operations. We will deliver a copy of Form ADV, Part 2A to each client annually and will provide a copy of our Code to any client or prospective client upon request.

 

Part 8. Administration and Enforcement of the Code

 

Responsibility to Know the Rules

 

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with applicable federal and state securities laws and regulations to avoid violating them. Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for misconduct.

Updated as of January 202331

 

A.Excessive or Inappropriate Trading

 

Acadian understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that limits potential conflicts with the interests of any client account. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measures as deemed appropriate by the Compliance Group), may compromise the best interests of any client if such excessive trading is conducted during the workday or using Acadian resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code, such personal transactions may be brought to the attention of the Access Person’s supervisor and may not be approved or may be limited by the Compliance Group.

 

B.Training and Education

 

New Hires

 

Employment at Acadian is contingent upon compliance with the Code. Each new hire receives a copy of the Code and must complete an affirmation of receipt and understanding. A member of the Compliance Group will meet with each new hire within their first week of employment to review the Code and to respond to any questions.

 

Annual

 

Mandatory annual Code training is required for all Access Persons. This training will be developed and led if in person by members of the Compliance Group and will reinforce key sections of the Code as well as any other compliance related issues as determined by business changes or regulatory focus.

 

C.Compliance and Risk Committee Approval

 

The Code will be submitted to Acadian’s Compliance and Risk Committee annually for approval.

 

D.Report to the Board(s) of Investment Company Clients

 

At the frequency requested and in compliance with Rule 17j-1 of the Investment Company Act of 1940, Acadian will comply with any reporting requirements imposed by the Board of Directors of each of our U.S. registered investment company clients as well as any other reporting related to our Code requested by any client. A copy of our Code is provided to clients and prospects upon request. Reports typically provided to Fund Board’s include a description of any issues arising under the Code since the last report, information about material violations of the Code, sanctions imposed in response to such violations, and any material changes made to the Code. Acadian will also provide reports when requested certifying that we have adopted procedures reasonably necessary to prevent Access Persons from violating the code.

 

E.Report to Senior Management

 

The Chief Compliance Officer will provide a report on a quarterly basis to Acadian’s Compliance and Risk Committee noting any violations of the Code. Any material violations will be escalated promptly.

Updated as of January 202332

 

F.Reporting Violations and Whistleblowing Protections

 

Acadian is committed to fostering an environment of ethical and fair business conduct that requires all Access Persons to act honestly and with integrity at all times. Access Persons are required to report to the Chief Compliance Officer or a senior manager all potential instances of serious malpractice, material violations of company policies, and material violations of the Code. Access Persons are required to cooperate fully with any and all investigations into such matters. Failure to adhere to these policies will be considered a violation of the Code and will subject the Access Person to disciplinary action including the potential for termination.

 

Good faith reports of such potentially serious or material violations may be made without fear of retribution either directly to the Chief Compliance Officer or on a confidential basis via either a written statement in a sealed envelope or in any other way the Access Person feels is necessary to preserve his or her confidentiality. A report can also be made to the BrightSphere Fraud Hotline listed in the Fraud section below. These reports will be treated as confidential, and the source of the report protected to the extent permitted by law provided that the “whistleblower” (1) genuinely believes that the knowledge or suspicions disclosed are true and relate to serious malpractice; and (2) that the communication is clear from the outset that a confidential “whistleblowing” disclosure is being made. All such reports will be investigated promptly and thoroughly, and all legal requirements will be complied with.

 

G.Fraud Policy

 

Access Persons are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. The commission of a fraud of any kind is prohibited. Failure by any Access Person to comply with this policy could result in disciplinary action being taken against that individual.

 

For the purpose of the Code, fraud is defined as: “Any deliberate action or inaction involving dishonesty or deception, which may result in the diminution of client account or shareholder value, either through financial loss or reputational damage, whether or not there is personal benefit to the fraudster.”

 

What Constitutes Fraud?

 

The legal definition of fraud may vary depending on the legal statutes of the various jurisdictions in which Acadian operates. In some jurisdictions, no precise legal definition of fraud exists, although many of the offenses referred to as fraud may be prohibited by local statute or be deemed criminal offenses by local statute. The term is generally used to describe acts such as: deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. Some examples of fraud include, among others:

 

Dishonest or fraudulent activities, such as embezzlement, deceit, collusion or conspiracy

Bribery, corruption or abuse of office

Theft

Abuse or misuse of company property

Deliberate misapplication or misappropriation of company funds or assets

Deliberate or suspicious unacceptable loss of assets in the care of any member of BSIG

Forgery or alteration of documents

Making use of or knowingly possessing forged or falsified documents

Providing false or misleading information

Deliberate theft, sale or misuse of sensitive documentation or information

Deliberate false creation of records within or unauthorized amendments to databases, administration systems and accounting records

Updated as of January 202333

 

Targeted attempts to use technology/electronic communications to hack or breach security controls

Intentional destruction (excepted as allowed per our Record Management Policy) or suspicious disappearance of records

Concealment of material facts

Deliberate intentional misapplication of accounting principles

Any improper act, which may damage the reputation of BSIG or any of its members

Any similar or related activity or irregularity

 

Fraud can be perpetrated internally by employees or contractors, externally by clients, intermediaries or other third parties.

 

Any individual who is unclear as to what may constitute an act of fraud should seek further guidance from his/her direct manager or from the Chief Compliance Officer as appropriate.

 

What should I do if I suspect fraud has been committed?

 

All staff is encouraged to immediately report any fraud that is suspected or discovered. Any such activity should be reported initially to their immediate manager and/or the Chief Compliance Officer, except where either of those individuals is suspected of involvement.

 

Immediate managers are responsible for reporting all instances of suspected or discovered fraud to the Chief Compliance Officer who is responsible for escalating as required under relevant firm policy.

 

The reporting of suspected or known fraud may be made and will be investigated in accordance with the Whistleblowing policies described within the Code and, if made in good faith, will be protected from retaliation.

 

Acadian encourages Access Persons to report compliance and any other business concerns to Acadian’s Chief Compliance Officer and General Counsel or via the confidential BrightSphere l Fraud Hotline at the numbers or URL below.

 

Scott Dias 617-850-3519 sdias@acadian-asset.com
SVP, Chief Compliance Officer and General Counsel    
Acadian    
     
Richard Hart 617-369-7341 rhart@bsig.com
Chief Legal Officer    
BSIG    

 

By Secure Ethics Reporting Hotline:

 

US:
1-866-921-6714
Australia:
0011-800-2002-0033
United Kingdom:
0-800-092-3586
Singapore:
001-800-2002-0033

 

Webform URL:

https://www.integritycounts.ca/org/BSIG E-mail:
bsig@integritycounts.ca

Updated as of January 202334

 

Fax:

1-604-926-5668

 

Mail:

PO Box 91880, West Vancouver,

British Columbia V7V 4S4 Canada

 

None of the provisions of Acadian employee handbook, compliance manual (including its related policies and code of ethics), offer letter provided to you, or any agreement regarding your employment that you may have entered into with Acadian prohibits you from voluntarily communicating with enforcement or regulatory authorities regarding possible violations of law.

 

H.Sanctions

 

Any violation of the Code may result in disciplinary action including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

 

The following is a non-exclusive list of factors that will be considered when determining the appropriateness of any sanction related to a Code violation:

What requirement was violated

Client harm

Frequency of occurences

Evidence of willful or reckless disregard of the Code requirement

Your honest and timely cooperation

Updated as of January 202335

 

I.Further Information about the Code and Supplements

 

Access Persons are encouraged to contact any member of the Compliance Group with any questions about permissible conduct under the Code.

 

BrightSphere’s Anti-bribery and Corruption Risk Policy, Fraud Policy, Whistleblowing Arrangements and Sanctions Compliance policy are adopted as supplements to the Code.

 

Persons Responsible for Code Enforcement

 

Boston:    
Alison Peabody Compliance Officer apeabody@acadian-asset.com
Mary Bidgood Compliance Officer mbidgood@acadian-asset.com
Kelly Gately Compliance Officer kgately@acadian-asset.com
Scott Dias Chief Compliance Officer sdias@acadian-asset.com
London:    
Katy Tyler Compliance Officer ktyler@acadian-asset.com
Sydney:    
Nita Lo Compliance Officer nlo@acadian-asset.com
Singapore:    
Nicholas Lim Compliance Officer nlim@acadian-asset.com

 

Do not hesitate to contact any member of the Compliance Group with questions about the Code by either emailing Compliance-reporting@acadian-asset.com or contacting directly one of the individuals noted above.

 

Training and Certification

 

Training on Code requirements will be provided by members of the Compliance Group. Additional training on firm policies may also be provided by members of the Human Resources Group.

 

Acadian’s Compliance and Risk Committee, Executive Management Team, Executive Committee, and our Board of Managers are also responsible for Code implementation and enforcement.

 

All Access Persons will be subject to annual Code of Ethics training. A copy the Code and any amendments will be provided to all Access Persons and supervised persons annually along with a request for a written acknowledgment of receipt and compliance.

 

Appendices

 

A. CFA Institute Asset Manager Code of Professional Conduct

Updated as of January 202336

EX-99.B(P)(6) 14 tm2232087d1_ex99-bp6.htm EXHIBIT 99.B(P)(6)

 

Exhibit 99.B(p)(6) 

 

 

 

 

 

 

 

A Message from Seth Bernstein,
Chief Executive Officer of AllianceBernstein

 

Client trust is the foundation of a financial services company. As we have seen, trust takes years to establish and constant vigilance to maintain but can be destroyed in a matter of days. Honesty, integrity, and high ethical standards must therefore be practiced on a daily basis in order to protect this most critical asset.

 

Enhancing our sensitivity to our ethical obligations – putting the interests of our clients first and foremost -- and ensuring that we meet those obligations is an imperative for all. AllianceBernstein 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. While not an exhaustive guide to the rules and regulations governing our businesses, the Code is intended to establish certain guiding principles for all of us. Separately, the firm has in place a series of ethics, fiduciary and business-related policies and procedures, which set forth detailed requirements to which employees are subject. We also have prepared various Compliance Manuals, which provide in summary form, an overview of the concepts described in more detail both 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 Capital. 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 AllianceBernstein business matters that may raise 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 place our clients’ interests first – and to do so always by applying good ethics and sound judgment in your daily responsibilities.

 

Seth Bernstein

 

 

 

 

AllianceBernstein L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

 

1. Introduction 1
2. The AB Fiduciary Culture 1
3. Compliance with Laws, Rules and Regulations 2
4. Policy Against Discrimination and Sexual and Unlawful Harassment 2
5. Conflicts of Interest / Unlawful Actions 3
6. Insider Trading 4
7. Personal Trading: Summary of Restrictions 4
8. Outside Directorships and Other Outside Activities and Interests 6
a. Board Member or Trustee 6
b. Other Affiliations 7
c. Outside Financial or Business Interests 7
9. Gifts, Entertainment, and Inducements 8
10. Compliance with Anti-Corruption Laws 9
11. Political Contributions/Activities 9
a. By or on behalf of AB 9
b. By Employees / Directors 10
12. “Ethical Wall” Policy 10
13. Use of Client Relationships 11
14. Corporate Opportunities and Resources 11
15. Antitrust and Fair Dealing 12
16. Recordkeeping and Retention 12
17. Improper Influence on Conduct of Audits 12
18. Accuracy of Disclosure 13
19. Confidentiality 13
20. Protection and Proper Use of AB Assets 14
21. Policy on Intellectual Property 14
a. Overview 14
b. Employee Responsibilities 15
c. Company Policies and Practices 15
22. Exceptions from the Code 15
a. Written Statement and Supporting Documentation 15
b. Compliance Interview 16
23. Regulatory Inquiries, Investigations and Litigation 16
a. Requests for Information 16
b. Types of Inquiries 16
c. Responding to Information Requests 16
d. Use of Outside Counsel 16
e. Regulatory Investigation 16
f. Litigation 17
24. Compliance and Reporting of Misconduct / “Whistleblower” Protection 17
25. Company Ombudsman 17
26. Sanctions 18
27. Annual Certifications 18

 

 

 

 

Personal Trading Policies and Procedures

 

Appendix A

 

1. Overview 1
a. Introduction 1
b. Definitions 1
3. “Client” 1
2. Requirements and Restrictions–All Employees 4
a. General Standards 4
b. Disclosure of Personal Accounts 5
c. Designated Brokerage Account 5
d. Pre-Clearance Requirement 5
e. Limitation on the Number of Trades 7
f. Short-Term Trading 7
g. Short Sales 8
h. Trading in AB Units and AB Open and Closed-End Mutual Funds 8
i. Securities Being Considered for Purchase or Sale 9
j. Restricted List 10
k. Dissemination of Research Information 10
l. Initial Public Offerings 12
m. Limited Offerings/Private Placements 12
3. Additional Restrictions–Portfolio Managers 12
a. Blackout Periods 13
b. Actions During Blackout Periods 13
c. Transactions Contrary to Client Positions 13
4. Additional Restrictions–Research Analysts 13
a. Blackout Periods 14
b. Actions During Blackout Periods 14
c. Actions Contrary to Ratings 14

5. Additional Restrictions–Buy-Side Equity Traders

14
6. Additional Restrictions–Alternate Investment Strategies Groups 14
7. Reporting Requirements 15
a. Duplicate Confirmations and Account Statements 15
b. Initial Holdings Reports by Employees 15
c. Quarterly Reports by Employees–including Certain Funds and Limited Offerings 15
d. Annual Certification by Employees with Managed Accounts 16
e. Annual Holdings Reports by Employees 16
f. Report and Certification of Adequacy to the Board of Directors of Fund Clients 17
g. Report Representations 17
h. Maintenance of Reports 17
8. Reporting Requirements for Directors who are not Employees 17
a. Outside Directors / Affiliated Outside Directors 17

 

 

 

 

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 and expectations to guide all AllianceBernstein employees, officers and directors, and consultants where applicable. 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 AllianceBernstein employee, officer, director, consultant, and/or a representative of one of our regulated subsidiaries. AllianceBernstein maintains more detailed policies and procedures addressing many of the topics covered by this Code, including the Compliance Manual, available on the Legal and Compliance Department intranet site. All AllianceBernstein employees, officers, and directors are responsible for knowing and abiding by the relevant policies.

 

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 “AB Group”).

 

AllianceBernstein L.P. (“AB,” “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 AB 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 AB and its unitholders.

 

·Employees must never improperly use their position with AB 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 AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) are traded on the NYSE.

 

Additionally, certain entities within the AB 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 to abide by such codes as appropriate.

 

2. The AB Fiduciary Culture

 

The primary objective of AB’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.

 

1

 

 

AB 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, AB 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 the Employee Retirement Income Security Act (“ERISA”) impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities. AB 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 AB 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

 

AB 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”), Department of the Treasury or the Department of Justice. 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.

 

Our obligation to comply with all applicable laws, regulations, and rules, and to act in an honest and ethical manner, trumps all other considerations, including the interests of our clients. Policies referenced in this Code provide additional details and requirements to ensure compliance. A violation under any of these policies may be deemed a violation of the Code.

 

4. Policy Against Discrimination and Sexual and Unlawful Harassment

 

AB is committed to providing a working environment free from all forms of discrimination and harassment on the basis of race, color, religion, creed, ancestry, national origin, sex, age, disability, marital status, citizenship status, sexual orientation, gender identity expression, military or veteran status, or any other basis that is by applicable law. Harassment or discrimination by any AB employee, officer, or director will not be tolerated.

 

2

 

 

 

AB’s policies on nondiscrimination and sexual or unlawful harassment and how to report instances of such conduct can be found in the Employee Handbook. All employees, officers, and directors are responsible for knowing and abiding by these policies. Anyone who reports in good faith an incident of discrimination or harassment will not be subject to reprisals. Anyone who is found to have engaged in conduct inconsistent with these policies will be subject to appropriate disciplinary action, up to and including termination of employment or dismissal from the Board.

 

5. Conflicts of Interest / Unlawful Actions

 

A “conflict of interest” may exist when a person’s private interests are contrary to, or inconsistent with, the interests of AB’s clients or to the interests of AB or its unitholders.

 

A conflict situation can arise when an AB employee, officer, or director 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 AB employee, or a member of his or her family,1 receives improper personal benefits (including personal loans, services, or payment for services that the AB employee performs in the course of AB business) as a result of his or her position at AB, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when an AB 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 AB 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. Conflicts of interest can also arise because of personal relationships with others within or outside AB (such as family relationships, romantic relationships, or close friendships) that may compromise objectivity and independent judgment.

 

AB has adopted policies, procedures, and controls designed to manage conflicts of interest, including the Compliance Manual, Policy and Procedures for Giving and Receiving Gifts and Entertainment, copies of which can be found on the Legal and Compliance Department intranet site. These policies highlight additional potential conflicts of interest.

 

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. All AB employees, officers, and directors 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 Capital.

 

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;

 

 

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-in-law, father-in-law, son-in-law, and/or daughter-in-law) and anyone who shares your home; and (ii) “relative” means members of your family (as defined), your aunts and uncles, and your first cousins.

 

3

 

  

·Accepting any compensation for the purchase or sale of any property to or for a fund or other client account;

 

·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;

 

·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.

 

AB requires all employees and directors to disclose any Conflicts of Interests that any person may become aware of upon joining AB or during their course of employment or board service.

 

These disclosures must be made to the Compliance Department through StarCompliance.

 

6. Insider Trading

 

There are instances where AB employees or directors may have confidential “inside” information about AB 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. AB employees must maintain the confidentiality of such information. If a reasonable investor would consider this information important in reaching an investment decision, the AB employee or director 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 AB has adopted the following three specific policies that address it: Policy and Procedures Concerning Purchases and Sales of AB Units, Policy and Procedures Concerning Purchases and Sales of AB Closed-End Mutual Funds, and Policy and Procedures Regarding Insider Trading and Control of Material Nonpublic Information (collectively, the “AB Insider Trading Policies”). A copy of the AB Insider Trading Policies may be found on the Legal and Compliance Department intranet site. All AB employees and directors are required to be familiar with these policies2 and to abide by them.

 

7. Personal Trading: Summary of Restrictions

 

AB recognizes the importance to its employees and directors 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 AB 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, AB 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.

  

4

 

 

AB 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 AB, where available and appropriate.

 

The policies and procedures for personal trading are set forth in full detail in the AB Personal Trading Policies and Procedures, included in the Code as Appendix A. The following is a summary of the major requirements and restrictions that apply to personal trading by employees, their immediate family members and other financial dependents.

 

·Employees must disclose all of their brokerage accounts to the Legal and Compliance Department;

 

·Employees may maintain brokerage accounts only at specified designated broker-dealers (exceptions may apply outside of the U.S.);

 

·Employees must pre-clear all securities trades with the Legal and Compliance Department (via the StarCompliance Code of Ethics application) prior to placing trades with their broker-dealer (prior supervisory approval is required for portfolio managers, research analysts, traders, persons with access to AB research, and others designated by the Legal and Compliance Department);

 

·Employees may only make twenty trades in individual securities during any rolling thirty calendar-day period;

 

·Employee purchases of individual securities, ETFs, ETNs, and closed-end mutual funds (as well as AB managed open-end funds) are subject to a 60-day holding period and 30-day buy-back period (6 months for AB Japan Ltd.);

 

·Employees may not engage in short-term trading of a mutual fund in violation of that fund’s short-term trading policies;

 

·      Employees may not participate in initial public offerings of equity securities;

 

·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 and holdings in mutual funds managed by AB held in personal accounts;

 

·Employees must, on a quarterly basis, submit or confirm reports identifying all transactions in securities (and mutual funds managed by AB) in personal accounts;

 

·The Legal and Compliance Department has the authority to deny:

 

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 AB restricted list;

 

b.Any short sale by an employee for a personal account if the security is being held long in AB - 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.

 

5

 

 

·Separate requirements and restrictions apply to Directors who are not employees of AB, as explained in further detail in the AB Personal Trading Policies and Procedures, Appendix 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 AB Personal Trading Policies and Procedures, included as Appendix A to the Code.

 

8. Outside Directorships and Other Outside Activities and Interests

 

Although activities outside of AB are not necessarily a conflict of interest, a conflict may exist depending upon your position within AB and AB’s relationship with the particular activity in question. Outside activities may also create a potential conflict of interest if they cause an AB employee to choose between that interest and the interests of AB or any client of AB. AB recognizes that the guidelines in this Section are not applicable to directors of AB who do not also serve in management positions within AB.

 

Important Note for Research Analysts: Notwithstanding the standards and prohibitions that follow in this section, any employee who acts in the capacity of a research analyst is prohibited from serving on any board of directors or trustees or in any other capacity with respect to any company, public or private, whose business is directly or indirectly related to the industry covered by that research analyst.

 

a. Board Member or Trustee

 

i.  AB employees are prohibited from serving on any board of directors or trustees or in any other management capacity of any unaffiliated public company. However, under certain limited circumstances, Compliance will consider exceptions to this prohibition where the employee has received prior written approval from both AB’s Chief Executive Officer and their supervisor. Once the necessary business approvals have been obtained, the employee must submit an Outside Business Activities Approval Form for review and approval by Compliance.

 

ii.  No AB employee shall serve on any board of directors or trustees or in any other management capacity of any private company (other than not-for-profit organizations, see below) without prior written approval from the employee’s supervisor and Compliance Department via an Outside Business Activities Approval Form. This approval is also subject to review by, and may require the approval of, AB’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 affiliation.3 Any AB employee who serves as a director, trustee or in any other management capacity of any private company must resign that position prior to the company becoming a publicly traded company.

 

iii.  Not-for-Profit Organizations: Generally, 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 (a) the organization has not issued, and does not have future plans to issue, publicly held securities, including debt obligations; and/or (b) the employee does not act in any investment-related advisory capacity (i.e., any direct or indirect role relating to investment advice or choosing investment advisers; serving on investment committee).4 If the employee does act in such a capacity, or the organization has issued or plans to issue, public securities, the Not-For-Profit Activities Disclosure Form  must be submitted and approved.

 

 

3 Such authorization requires an agreement on the part of the employee to not hold him or herself out as acting on behalf of AB (or any affiliate) and to use best efforts to ensure that AB’s name (or that of any AB affiliated company) is not used in connection with the proposed affiliation (other than in a “bio” section), and in particular, activities relating to fundraising or to the advancement of a specific entity mission or agenda.

 

4 Indeed, AB 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 AB 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 AB. Accordingly, although no approval is required, each employee must use his/her best efforts to ensure that the organization does not use the employee’s affiliation with AllianceBernstein, including his/her corporate title, in any promotional (other than a “bio” section) or fundraising activities, or to advance a specific mission or agenda of the entity. Such positions also must be reported to the firm pursuant to other periodic requests for information (e.g., the AB 10-K questionnaire).

6

 

 

iv.  This approval requirement applies regardless of whether an AB employee plans to serve as a director of an outside business organization (1) in a personal capacity or (2) as a representative of AB or of an entity within the AB Group holding a corporate board seat on the outside organization (e.g., where AB or its clients may have a significant but non-controlling equity interest in the outside company).

 

v.  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.

 

b. Other Affiliations

 

AB discourages employees from committing to secondary employment, particularly if it poses any conflict in meeting the employee’s ability to satisfactorily meet all job requirements and business needs. Before an AB employee accepts a second job, that employee must:

 

·Complete and submit an Outside Business Activities Approval Form;

 

·Ensure that AB’s business takes priority over the secondary employment;

 

·Ensure that no conflict of interest exists between AB’s business and the secondary employment (see also footnote 3); and

 

·Require no special accommodation for late arrivals, early departures, or other special requests associated with the secondary employment.

 

For employees associated with any of AB’s registered broker-dealer subsidiaries, written approval of the Chief Compliance Officer for the subsidiary is also required.5 New employees with pre-existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals. On a periodic basis, such employees will be required to confirm that the circumstances of the approved activities have not changed.

 

c. Outside Financial or Business Interests

 

AB 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 AB 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 AB 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, AB 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 AB from time to time may not raise the same types of concerns. Prior to making any such personal investments, AB employees must pre-clear the transaction, in accordance with the Personal Trading Policies and Procedures, attached as Appendix 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.

 

 

5 In the case of AB 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 within such a consolidated subgroup.

 

7

 

  

AB 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 AB’s Human Capital 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. AB employees must consult their supervisor and/or the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of AB’s Human Capital 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.

 

9. 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 or appear to be attempts to “purchase” favorable treatment. Accepting or offering such inducements could raise doubts about an AB employee’s ability to make independent business judgments in our clients’ or AB’s best interests. For example, a problem would arise if (i) the receipt by an AB 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 AB or its clients, or (ii) the offering by an AB 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 AB 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. AB has adopted the Policy and Procedures for Giving and Receiving Gifts and Entertainment to address these and other matters. AB employees must familiarize themselves with this policy and comply with its requirements, which include reporting the acceptance of most business meals, gifts and entertainment to the Compliance Department. A copy of this policy can be found on the Legal and Compliance Department intranet site, and will be supplied by the Compliance Department upon request.

 

Each AB 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 types of inducements are appropriate, please contact your supervisor or a representative of AB’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 a neutral, independent, informal and confidential resource to assist employees with concerns about AB business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

 

8

 

  

10. Compliance with Anti-Corruption Laws

 

AB employees should be aware that AB strictly prohibits the acceptance, offer, payment or authorization, whether directly or via a third party, of any bribe, and any other form of corruption, whether involving a government official or an employee of a public or private commercial entity. Therefore, it is the responsibility of all AB employees to adhere to all applicable anti-corruption laws and regulations in the jurisdictions in which they do business, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar international laws regulating payments to public and private sector individuals (collectively, the “Anti-Corruption Laws”).

 

We expect all AB employees to refuse to make or accept questionable and/or improper payments. As a component of this commitment, no AB employee may give money, gifts, or anything else of value (which include providing jobs or internships) to any official or any employee of a governmental or commercial entity if doing so could reasonably be construed as an attempt to provide AB with an improper business advantage. In addition, any proposed payment or gift to a government official, including employees of government-owned or controlled enterprises (e.g., sovereign wealth and pension funds, public utilities, and national banks), 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 (see discussion of the Anti-Corruption Laws below and in the firm’s Anti-Bribery and Corruption Policy). AB employees should be aware that they do not actually have to make the payment to violate AB’s policy and the law — merely offering, promising or authorizing it will be considered a violation.

 

In order to ensure that AB fully complies with the requirements of the Anti-Corruption Laws, employees must be familiar with the firm’s Anti-Bribery and Corruption Policy. Generally, the Anti-Corruption Laws make it illegal (with civil and criminal penalties) for AB, and its employees and agents, to provide anything of value to public or private sector employees, directly or indirectly, for the purpose of obtaining an improper business advantage (which can include improperly securing government licenses and permits). Accordingly, the use of AB funds or assets (or those of any third party) to make a payment directly or through another person or company for any illegal, improper and/or corrupt purpose is strictly prohibited.

 

It is often difficult to determine at what point a business courtesy extended to another person crosses the line into becoming excessive, and what ultimately could be considered a bribe. Therefore, no entertainment or gifts may be offered to, or travel or hotel expenses paid for, any public official, including employees of government-owned or controlled enterprises, under any circumstances, without the express prior written approval (e-mail correspondence is acceptable) of the General Counsel, Chief Compliance Officer, or their designees in the Legal and Compliance Department.

 

11. Political Contributions/Activities

 

a. By or on behalf of AB

 

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, AB 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 AB assets or resources. AB assets and resources include (but are not limited to) AB facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines. This means that AB office facilities may not be used to host receptions or other events for political candidates or parties which include any fund raising activities or solicitations. In limited circumstances, AB office facilities may be used to host events for public office holders as a public service, but only where steps have been taken (such as not providing to the office holder a list of attendees) to avoid the facilitation of fund raising solicitations either during or after the event, and where the event has been pre-approved in writing by the General Counsel or Deputy General Counsel.

 

9

 

 

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.

 

Election laws in many jurisdictions allow corporations to establish and maintain political action or similar committees, which may lawfully make campaign contributions. AB or companies affiliated with AB may establish such committees or other mechanisms through which AB 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.

 

b. By Employees / Directors

 

AB 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 AB business.

 

AB 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, the Pay-to-Play: Political Contributions Policy, as well as the pre- clearance requirement as described below.

 

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.

 

Several (U.S.) states and localities have enacted “pay-to-play” laws. Some of these laws could prohibit AB from entering into a government contract for a certain number of years if a covered employee makes or solicits a covered contribution. Other jurisdictions require AB to report contributions made by certain employees, without the accompanying ban on business. In certain jurisdictions, the laws also cover the activities of the spouse and dependent children of the covered person. In response to these laws, in addition to SEC Rule 206(4)-5, which also prohibits certain political contributions, AB has in place a pre-clearance requirement, under which all employees must pre-clear with the Compliance Department through StarCompliance, all personal political contributions (including those of their spouses and dependent children) made to, or solicited on behalf of, any (U.S.) federal, state or local candidate, political party, or political entity.

 

Similarly, members of the AB Board of Directors are covered by the Policy Regarding Pre-Clearance of Personal Political Contributions by AllianceBernstein Directors, which also requires that they pre-clear with the Compliance Department all personal political contributions (including those of their spouses and dependent children) made to, or solicited on behalf of, any U.S. federal, state or local candidate or political party.

 

12. “Ethical Wall” Policy

 

AB has established a policy entitled Insider Trading and Control 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 AB employees who receive such information in the course of their employment to those AB employees performing investment management activities. If “Ethical Walls” are in place, AB’s investment management activities may continue despite the knowledge of material non-public information by other AB employees involved in different parts of AB’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 AB’s extensive investment management activities, it is very important for AB employees to familiarize themselves with AB’s Ethical Wall Policy and abide by it.

 

10

 

 

13. Use of Client Relationships

 

As discussed previously, AB owes fiduciary duties to each of our clients. These require that our actions with respect to client assets or vendor relationships be based solely on the clients’ best interests and avoid any appearance of being based on our own self-interest. Therefore, we must avoid using client assets or relationships to inappropriately benefit AB.

 

Briefly, AB regularly acquires services directly for itself, and indirectly on behalf of its clients (e.g., brokerage, investment research, custody, administration, auditing, accounting, printing and legal services). Using the existence of these relationships to obtain discounts or favorable pricing on items purchased directly for AB or for clients other than those paying for the services may create conflicts of interest. Accordingly, business relationships maintained on behalf of our clients may not be used to leverage pricing for AB when acting for its own account unless all pricing discounts and arrangements are shared ratably with those clients whose existing relationships were used to negotiate the arrangement and the arrangement is otherwise appropriate under relevant legal/regulatory guidelines. For example, when negotiating printing services for the production of AB’s Form 10-K and annual report, we may not ask the proposed vendor to consider the volume of printing business that they may get from AB on behalf of the investment funds we manage when proposing a price. On the other hand, vendor/service provider relationships with AB may be used to leverage pricing on behalf of AB’s clients.

 

In summary, while efforts made to leverage our buying power are good business, efforts to obtain a benefit for AB as a result of vendor relationships that we structure or maintain on behalf of clients may create conflicts of interest, which should be escalated to your line manager and Compliance so that they can be reviewed and addressed.

 

14. Corporate Opportunities and Resources

 

AB employees owe a duty to AB 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 or promotion. AB 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 or promotion;

 

·Creating personal websites related to the financial services industry or which promote themselves and their skills based on their responsibilities at AB;

 

·Using company property, information or their company position on personal websites or social media platforms (e.g. YouTube, Twitter, LinkedIn, Facebook, etc.) or other marketing channels in a way that is inconsistent with AB’s Use of Social Media Policy; and

 

·Competing with AB 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 AB and its Clients, which can be found on the Legal and Compliance Department intranet site.

 

11

 

 

AB directors also owe AB a duty of loyalty, which requires, among other things, that they may not misappropriate company opportunities or misuse company assets for their personal benefit.

 

15. Antitrust and Fair Dealing

 

AB 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 AB employee should endeavor to deal fairly with AB’s customers, suppliers, competitors, and other AB 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. AB 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, AB 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.

 

16. Recordkeeping and Retention

 

Properly maintaining and retaining company records is of the utmost importance. AB employees are responsible for ensuring that AB’s business records are properly maintained and retained in accordance with applicable laws and regulations in the jurisdictions where it operates. AB 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.

 

As AB onboards new electronic communications platforms, employees are required to comply with with the Use of Electronic Communications policy. Additional information on AB’s requirements around electronic communications can be found on the Electronic Communications section of the Compliance Manual.

 

17. Improper Influence on Conduct of Audits

 

AB employees, and persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead, hinder, obstruct or fraudulently influence any external auditor, internal auditor or regulator engaged in the performance of an audit or review of AB’s financial statements and/or procedures. AB employees are required to cooperate fully with any such audit or review.

 

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 internal or external auditor or regulator with inaccurate or misleading data or information;

 

·Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the company’s accounting;

 

12

 

  

·Seeking to have a partner or other team member removed from the audit engagement because such person objects to the company’s accounting;

 

·Knowingly altering, tampering or destroying company documents;

 

·Knowingly withholding pertinent information; or

 

·Knowingly providing incomplete information.

 

Under the (U.S.) Sarbanes Oxley Law, any false statement -- that is, any lie or attempt to deceive an investigator -- may result in criminal prosecution.

 

18. Accuracy of Disclosure

 

Securities and other laws impose public disclosure requirements on AB and require it to regularly file reports and 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.

 

AB employees who are directly or indirectly involved in preparing such reports and submissions, or who regularly communicate with the press, investors and analysts concerning AB, 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 AB, its financial performance and similar matters. In addition, members of AB’s Board, executive officers and AB employees who regularly communicate with analysts or actual or potential investors in AB securities are subject to the AB Regulation FD Compliance Policy. A copy of the policy can be found on the Legal and Compliance Department intranet site.

 

19. Confidentiality

 

Subject to Section 23, AB employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by AB or its clients and vendors and must not disclose such information to any persons except when disclosure is authorized by AB or mandated by regulation or law. However, disclosure may be made to (1) other AB employees who have a bona fide “need to know” in connection with their duties, (2) persons outside AB (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from AB 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 23).

 

Confidential information includes all non-public information that might be of use to competitors, or harmful to AB or our clients and vendors, if disclosed. The identity of certain clients may also be confidential. 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 AB ends.

 

To safeguard confidential information, AB 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;

 

13

 

 

·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 AB employee is out of the office in connection with a material non-public transaction, staff members should use caution in disclosing the AB 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.

 

Nothing herein, or in any contractual confidentiality provision to which any employee is subject, prohibits employees from reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employees do not need AB’s prior authorization to make any such reports or disclosures and are not required to notify AB that they have made such reports or disclosures.

 

Please see the Privacy Policy on the Legal and Compliance intranet site for more information.

 

20. Protection and Proper Use of AB Assets

 

AB employees have a responsibility to safeguard and make proper and efficient use of AB’s property. Every AB employee also has an obligation to protect AB’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 AB’s profitability. Any situations or incidents that could lead to the theft, loss, fraudulent or other misuse or waste of AB property should be reported to your supervisor or a representative of AB’s Human Capital 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 a neutral, independent, informal and confidential resource to assist employees with concerns about AB business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

 

21. Policy on Intellectual Property

 

a. Overview

 

Ideas, inventions, discoveries, and other forms of so-called “intellectual property” are becoming increasingly important to all businesses, including ours. Recently, financial services companies have been applying for and obtaining patents on their financial product offerings and “business methods” for both offensive and defensive purposes. For example, business method patents have been obtained for information processing systems, data gathering and processing systems, billing and collection systems, tax strategies, asset allocation strategies and various other financial systems and strategies. The primary goals of the AB policy on intellectual property are to preserve our ability to use our own proprietary business methods, protect our IP investments and reduce potential risks and liabilities.

 

14

 

  

b. Employee Responsibilities

 

·New Products and Methods. Employees must maintain detailed records and all work papers related to the development of new products and methods in a safe and secure location.

 

·Trademarks. Clearance must be obtained from the Legal and Compliance Department before any new word, phrase or slogan, which we consider proprietary and in need of trademark protection, is adopted or used in any written materials. To obtain clearance, the proposed word, phrase or slogan and a brief description of the products or services for which it is intended to be used should be communicated to the Legal and Compliance Department sufficiently well in advance of any actual use in order to permit any necessary clearance investigation.

 

c. Company Policies and Practices

 

·Ownership. Employees acknowledge that any discoveries, inventions, or improvements (collectively, “Inventions”) made or conceived by them in connection with, and during the course of, their employment belong, and automatically are assigned, to AB. AB can keep any such Inventions as trade secrets or include them in patent applications, and Employees will assist AB in doing so. Employees agree to take any action requested by AB, including the execution of appropriate agreements and forms of assignment, to evidence the ownership by AB of any such Invention.

 

·Use of Third Party Materials. In performing one’s work for, or on behalf of AB, Employees will not knowingly disclose or otherwise make available, or incorporate anything that is proprietary to a third party without obtaining appropriate permission.

 

·Potential Infringements. Any concern regarding copyright, trademark, or patent infringement should be immediately communicated to the Legal and Compliance Department. Questions of infringement by AB will be investigated and resolved as promptly as possible.

 

By certifying in accordance with Section 27 of this Code, the individual subject to this Code agrees to comply with AB’s policies and practices related to intellectual property as described in this Section 21.

 

22. 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. In these situations, the following may be required as deemed necessary considering the circumstances:

 

a. Written Statement and Supporting Documentation

 

The individual seeking the exception may need to furnish to the Chief Compliance Officer, or designee, as applicable:

 

i.  A written statement detailing the request or efforts made to comply with the requirement from which the individual seeks an exception;

 

ii.  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 AB’s fiduciary duty to any client; and/or

 

iii.  Any supporting documentation that the Chief Compliance Officer may require.

 

15

 

 

b. Compliance Interview

 

The Chief Compliance Officer (or designee) may conduct an interview with the individual or take such other steps deemed appropriate in order to determine whether 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 AB’s fiduciary duty to any client; and shall 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 rule, any waiver or amendment of this Code for AB’s executive officers (including AB’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer) or directors shall be made at the discretion of the Board of AllianceBernstein Corporation and promptly disclosed to the unitholders of AllianceBernstein Holding pursuant to Section 303A.10 of the NYSE Exchange Listed Company Manual.

 

23. 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 AB, its customers or others that generally would be considered confidential or proprietary.

 

All regulatory inquiries concerning AB 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 AB’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

 

Subject to Section 23, under no circumstances should any documents or material be released to a regulator 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.

 

d. Use of Outside Counsel

 

It is the responsibility of the Chief Compliance Officer or General Counsel to retain and provide information to AB’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 AB or at a previous employer, must immediately notify the Chief Compliance Officer or General Counsel.

 

16

 

  

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 AB. Notice also should be given to either of these individuals upon receipt of a subpoena for information from AB 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.

 

24. Compliance and Reporting of Misconduct / “Whistleblower” Protection

 

No Code can address all specific situations. Accordingly, each AB 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 AB employee should seek guidance from an appropriate supervisor or a representative of Human Capital or the Legal and Compliance Department before proceeding.

 

All AB 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, the Chief Compliance Officer or a designee. Any person reporting a violation in good faith, or asserting any right provided by law or in exercising their duties as set forth in our policies, will be protected against reprisals. If you have information about Code or other AB policy violations or potentially illegal or unethical activity, visit the Legal & Compliance Loop site for further information or visit https://secure.ethicspoint.com/domain/media/en/gui/44414/index.html.

 

If you feel uncomfortable utilizing the formal channels, issues may be brought to the attention of the Company Ombudsman, who is a neutral, independent, informal and confidential resource to assist employees with concerns about AB business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

 

Nothing herein, or in any contractual confidentiality provision to which any employee is subject, prohibits employees from reporting possible violations of law or regulation to any governmental agency or entity, or self-regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employees do not need AB’s prior authorization to make any such reports or disclosures and are not required to notify AB that they have made such reports or disclosures.

 

25. Company Ombudsman

 

AB’s Company Ombudsman provides a neutral, confidential, informal and independent communications channel where any AB employee can obtain assistance in surfacing and resolving work-related issues. The primary purpose of the Ombudsman is to help AB:

 

·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 AB’s 2003 SEC Order, New York Stock Exchange Rule 303A.10 and other laws, regulations and policies.

 

17

 

 

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 AB CEO, the Audit Committee of the Board of Directors of AllianceBernstein Corporation and independent directors of AB’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 for reporting work-related issues, such as Human Capital, Legal and Compliance, Internal Audit and line management.

 

26. Sanctions

 

Upon learning of a violation of this Code, any member of the AB Group, with the advice of the General Counsel, the Chief Compliance Officer and/or the AB 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.

 

27. 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. As part of theses certifications, the employee confirms that they are (1) subject to and have complied with the Code’s provisions, (2) disclosed or reported all personal securities transactions, conflicts of interests and other items required, and (3) understand and complied with the policies for electronic communications. The Chief Compliance Officer may require interim certifications for significant changes to the Code.

 

18

 

 

APPENDIX A

 

AllianceBernstein L.P.

 

PERSONAL TRADING POLICIES AND PROCEDURES

 

1. Overview

 

a. Introduction

 

AB 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 AB 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, AB discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

 

AB 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 AB, where available and appropriate.

 

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.“AllianceBernstein” or “AB” mean AllianceBernstein 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 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 AB serves as investment manager or adviser.
  
4.“Chief Compliance Officer” refers to AB’s Chief Compliance Officer.
  
5.“Code of Ethics Oversight Committee” refers to the committee of AB’s senior officers that is responsible for monitoring compliance with the Code.

 

 

1Due to the importance that AB 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 AB employees and officers. We have drafted special provisions for directors of AB who are not also employees of AB.

 

1

 

 

6.“Conflicts Officer” refers to AB’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 AllianceBernstein Corporation. “Affiliated Outside Director” means any Director who is not an Employee (as defined below) but who is an employee of an entity affiliated with AB. “Outside Director” means any Director who is neither an Employee (as defined below) nor an employee of an entity affiliated with AB.

 

9.“Employee” refers to any person who is an employee or officer of AB, including part-time employees and consultants (acting in the capacity of a portfolio manager, trader or research analyst, or others at the discretion of the Compliance Department) under the Control of AB.

 

10.“Initial Public Offering” means an offering of equity 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 or has access to AB equity research or Bernstein Research via Outlook distribution, Factset, Bloomberg, Research Wire or other medium/platform;

 

c. Any other Employee designated as such by the Legal and Compliance Department; or

 

d. Any natural person who Controls AB 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” aka “Ombuds” means the Company Ombudsman of AB, 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 any type of Security (as defined in Section 2(a)(36) of the Investment Company Act of 1940) 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 (of same or opposite gender), 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 AB.

 

2

 

 

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;

 

c.Shares issued by money market funds;

 

d.Shares issued by open-end mutual funds, other than Exchange-Traded Funds (“ETFs”), and mutual funds managed by AB; and

 

e.Bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and such other instruments as may be designated from time to time by the Chief Compliance Officer.

 

IMPORTANT NOTES:

 

i.Exchange-Traded Funds are covered under this definition of Security, and therefore are subject to the governing rules. (See exceptions in Sections 2(d)(ii) and 2(e)(ii) of this Appendix.)

 

ii.Direct investment in Bitcoin or other crypto currencies are currently not covered under this definition of Security. However, as global regulators move closer to regulating them, the lack of prohibition and our position on pre-clearance and/or reporting, will likely change.

 

17. A Security is “Being Considered for Purchase or Sale” when:

 

a.An AB Growth research analyst issues research information regarding initial coverage of, or changing a rating with respect to, a Security;

 

b.A portfolio manager has indicated his or her intention to purchase or sell a Security; or c. An open order2 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 AB-managed account or (ii) is being or has been considered by AB for purchase or sale for the Client; and/or

 

b. Any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

 

 

2Defined 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.

 

3

 

 

19. “StarCompliance Code of Ethics application” means the web-based application used to electronically pre-clear personal securities transactions and file many of the reports required herein. The application can be accessed via the AB network at: https://alliance-ng.starcompliance.com.

 

20. “Subsidiary” refers to entities with respect to which AB, 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. 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 AB and its clients. Employees must carefully consider the nature of their AB 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 AB Insider Trading Policies, which can be found on the Legal and Compliance Department intranet site.

 

ii.Short-Term Trading: Employees are encouraged to adopt long-term investment strategies (see Section 2(f) for applicable holding and buy-back periods for individual securities). Similarly, purchases of shares of most mutual funds should be made for investment purposes. Employees are therefore prohibited from engaging in transactions in a mutual fund that are in violation of the fund’s prospectus, including any applicable short-term trading or market-timing prohibitions.

 

With respect to the AB funds, Employees are prohibited from short-term trading, and may not effect a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period.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.

 

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 8 below.

 

 

3 These restrictions shall not apply to investments in mutual funds through professionally managed 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.

 

4

 

 

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 that the Compliance Department is appropriately notified of all accounts and to direct the broker to provide the Compliance Department with electronic and/or paper brokerage transaction confirmations and account statements (and verify that it has been done). Do not assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly.

 

c. Designated Brokerage Account

 

Personal Accounts of an Employee that are maintained as brokerage accounts must be held only at the following approved designated broker-dealers Approved Designated Broker-Dealer List (each a “Designated Broker”).4 5

 

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 open-end mutual funds may be held directly with the investment company). Additionally, Employees may affect 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 22 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 (please note the limited pre-clearance requirement related to AB mutual funds in Section 2(h) below) 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, which can be accessed via the StarCompliance Code of Ethics application at http://starcompliance.acml.com//. 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.

 

 

4 Exceptions may apply in certain non-U.S. locations. Please consult with your local compliance officer.

 

5 Non-discretionary accounts at Sanford C. Bernstein & Co., LLC. may only be used for the following purposes: (a) Custody of securities and related activities (such as receiving and delivering positions, corporate actions, and subscribing to offerings commonly handled by operations such as State of Israel bonds, etc.); (b) Transacting in US Treasury securities; and (c) Transacting in AB products outside of a private client relationship (such as hedge funds and AB/SCB mutual funds). All equity and fixed income transactions (other than US Treasuries) are prohibited.

 

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).

 

5

 

 

Pre-Clearance requests are reviewed by team members in Nashville and may not be addressed until 8:00 a.m. Central time. Please note that trade requests submitted after 2:30 p.m. Central time will be placed on hold until the following day. The Legal and Compliance Department (including via its electronic pre-clearance utility) will review the request to determine if the proposed transaction complies with the Code, whether that security is restricted for AB 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 (e-mail) or orally. Approvals are good through the day approved plus the following trading day. Good-until-cancel limit orders are not permitted without daily requests for pre-clearance approval. Employees must wait for Compliance Department 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.

 

ii. Exceptions: The pre-clearance requirements do not apply to7:

 

a. Non-Volitional Transactions, including:

 

·Transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., 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);

 

·The receipt of any Security received as part of an Employee’s compensation (although any subsequent sales must 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.

 

 

7Additional 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.

 

6

 

 

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

 

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. AB Managed Open-end Mutual Funds

 

Open-end mutual funds managed or sub-advised by AB are covered under the Code’s definition of Security and therefore are subject to all applicable Code rules and prohibitions. However, investments in AB-managed funds, if transacted through the ABI Employee Desk or through an employee’s Voya-sponsored 401K account, do not require pre-clearance. (If not transacted via ABI or through Voya, pre-clearance is required.)

 

e. Limitation on the Number of Trades

 

i.No more than an aggregate of twenty (20) transactions in individual Securities may occur in an Employee’s Personal Accounts during any rolling thirty-day period.

 

ii.Exceptions:

 

a. The limitation on the permissible number of trades over a 30-day period does not apply to AB-managed funds. Note that the 60-day hold requirement (see next section) still applies to these Securities.

 

b. The limitation is also inapplicable to transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity), or pursuant to an automatic investment plan, including dividend reinvestment plans.

 

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. AB 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 AB owes to its Clients will not be tolerated.

 

Employees are subject to a mandatory holding period of all Securities for 60 days and a buy-back period of 30 days. By regulation, employees of AB Japan Ltd. are subject to a 6-month hold. A first-in-first-out accounting methodology will be applied to a series of Securities purchases for determining compliance with this holding rule. As noted in Section 2(a)(ii), the applicable holding period for AB open-end funds is also 60 days.

 

7

 

 

ii.Exceptions to the short-term trading rules (i.e., the 60-day hold and 30-day buy-back):

 

a.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 the mandatory holding and buy-back periods. However, after 30 calendar days, a sell transaction will be permitted for these Personal Accounts if necessary to minimize a loss.

 

b.Transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity).

 

c.Transactions in Securities held by the Employee prior to his or her employment with AB.

 

d.Shares in the publicly traded units of AB that were acquired in connection with a compensation plan. However, units purchased on the open market must comply with the holding period requirements herein.

 

e.Shares received through an employee stock plan or compensation program by a related covered person may be transacted within the 60-day holding period or the 30-day buy-back period,

 

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 AB-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 AB Units and AB Open and Closed-End Mutual Funds

 

During certain times of the year (typically in the weeks leading up to the firm’s quarterly earnings announcement), Employees may be prohibited from conducting transactions in the equity units of AB. 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. Transactions in AB Units and closed-end mutual funds managed by AB are subject to the same pre-clearance process as other Securities, with certain additional Legal and Compliance Department approval required. See the Statement of Policy and Procedures Concerning Purchases and Sales of AB Units and the Statement of Policy and Procedures Concerning Purchases and Sales of AB Closed-End Mutual Funds. Employees are not permitted to transact in short sales of AB Units.

 

Note that employees are not permitted to establish dividend reinvestment plans (or DRIPs) for their AB units as it could result in purchases outside of the trading window. However, plans managed by a third-party adviser may be permitted with the review and approval of Legal and Compliance.

 

Employees who transact in open-end AB mutual funds outside of the Employee Desk at AllianceBernstein Investments or their Voya-sponsored 401K account – i.e., in a regular brokerage account, must pre-clear the transaction via StarCompliance.

 

8

 

 

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:

 

·Transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., 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);

 

·The receipt of any Security received as part of an Employee’s compensation (although any subsequent sales must 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 this prohibition.

 

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

 

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 transactions having a principal amount not exceeding $25,000; or

 

9

 

 

·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;"

 

·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 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 AB Daily Restricted List and is restricted for Employee transactions. The Daily Restricted List is made available each business day to all Employees via the AB intranet page.

 

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 AB has not yet made public or released. The terms "significantly new" and "significantly changed" include:

 

a. The initiation of coverage by an AB or Sanford C. Bernstein & Co., LLC research analyst;

 

b. Any change in a research rating or position by an AB or Sanford C. Bernstein & Co., LLC research analyst;

 

c. Any other rating, view, opinion, or advice from an AB or Sanford C. Bernstein & Co., LLC 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.

 

10

 

 

ii.Exceptions: This prohibition does not apply to: 

 

a. Non-Volitional Transactions, including:

 

·Transactions in a Personal Account over which the Employee has no direct or indirect influence or control (i.e., 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);

 

·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 this prohibition.

 

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

 

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 issuer is the subject of significantly new or significantly changed research:

 

·Fixed income securities transactions 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

 

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;"

 

·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

 

11

 

 

·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.

 

l. Initial Public Offerings

 

No Employee, or other person whose Personal Accounts are covered under this Code (see Section 1(b)(14)) shall acquire for a Personal Account, any equity Security issued in an Initial Public Offering.

 

m. Limited Offerings/Private Placements

 

No Employee, or other person whose Personal Accounts are covered under this Code (see Section 1(b)(14)), shall acquire any Security issued in any limited or private offering (please note that hedge funds are sold as limited or private offerings) unless the Chief Compliance Officer (or designee) 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 AB. 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 AB 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. 8Additional restrictions or disclosures may be required if there is a business relationship between the Employee or AB and the issuer of the offering. See also - additional restrictions that apply to employees of the Fund of Funds Group (Section 6).

 

3. Additional Restrictions–Portfolio Managers

 

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 decision-making authority regarding specific securities to be traded for Client accounts, as well as such Employee’s supervisor. Please see Section 6 for restrictions relating to the Alternate Investment Strategies Group.

 

 

8 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 cannot 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.

 

12

 

 

General Prohibition: No person acting in the capacity of a portfolio manager will be permitted to trade for a Personal Account, a Security that is an eligible portfolio investment in that manager’s product group (e.g., Large Cap Growth).

 

This prohibition does not apply to transactions directed by spouses or other persons whose Personal Accounts are covered under this Code (see Section 1(b)(14)) provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

 

a. Blackout Periods

 

No person acting in the capacity of a portfolio manager will be permitted to trade 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 trade 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–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. To be clear, these additional restrictions apply to both sell-side and buy-side research analysts. However, sell-side (Bernstein) research analysts (and associates) and their family members are subject to additional restrictions to address various regulatory requirements applicable to Bernstein's global research business. Employees in Bernstein's research department should refer to Bernstein's Global Research Compliance Manual for details on those additional restrictions.

 

General Prohibition: No person acting in the capacity of research analyst will be permitted to trade for his or her Personal Account, any security of an issuer that is in the sector covered by such research analyst (i.e., an equity research analyst cannot trade in the fixed income securities of a covered issuer nor can a fixed income analyst trade in the equity securities of one). This prohibition does not apply to transactions directed by spouses or other persons whose Personal Accounts are covered under this Code (see Section 1(b)(14)), provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

 

13

 

 

a. Blackout Periods

 

No person acting as a research analyst shall trade 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 trade 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.

 

5. Additional Restrictions–Buy-Side Equity Traders

 

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 Trader on any buy-side equity trading desk.

 

General Prohibition: No person acting in the capacity of buy-side equity trader will be permitted to trade for his or her Personal Account, a Security that is among the eligible portfolio investments traded on that Desk.

 

This prohibition does not apply to transactions directed by spouses or other persons whose Personal Accounts are covered under this Code (see Section 1(b)(14)) provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. Such transactions are, of course, subject to all other Code provisions.

 

6. Additional Restrictions–Alternate Investment Strategies 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 members of the firm’s Alternative Investment Management Group, as well as to the members of the Investment Policy Group and Board of Directors of Bernstein Alternative Investment Strategies, LLC.

 

14

 

 

General Prohibition: No member of the groups listed above will be permitted to directly invest in a privately offered fund or other investment product that is managed by an adviser other than AB and is within the scope of the current or contemplated funds or other products in which the Alternative Investment Management Group may invest. All such investments by members of these groups shall be made through the AB Alternative Investment Services platform.

 

7. 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. Even for Designated Brokers, each Employee must verify that the Employee’s account(s) is properly “coded” for AB to receive electronic data feeds.

 

The Compliance Department will review such documents for Personal Accounts to ensure that AB’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 AB, provide a signed (electronic in most cases) and dated Initial Holdings Report to the Chief Compliance Officer. New employees will receive an electronic request to perform this task via the StarCompliance Code of Ethics application. 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.Securities (including private investments as well as any AB-managed mutual 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/fund 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–including Certain Funds and Limited Offerings

 

Following each calendar quarter, the Legal and Compliance Department will forward (electronically via the StarCompliance Code of Ethics application) to each Employee, an individualized form containing all Securities transactions in the Employee’s Personal Accounts during the quarter based on information reported to AB by the Employee’s brokers. Transactions in Personal Accounts over which the Employee has no direct or indirect influence or control (i.e., managed for an Employee on a discretionary basis by a third person or entity) or pursuant to an automated investment program need not be included for purposes of this reporting requirement.

 

15

 

 

Within thirty (30) days following the end of each calendar quarter, every Employee must review the form and certify its accuracy, making any necessary changes to the information provided on the pre-populated form (generally this will include those shares of mutual funds sub-advised by AB and held directly with the investment company 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 Certification by Employees with Managed Accounts

 

On an annual basis, by a date to be specified by the Compliance Department (typically August 15th), each Employee who has reported managed accounts in the StarCompliance Code of Ethics application must provide to the Chief Compliance Officer, a signed and dated (or electronically certified via the StarCompliance application) certification. This certification confirms:

 

i.All managed accounts have been disclosed by the Employee in the StarCompliance application; and

 

ii.The Employee had no influence or investment discretion as to the transactions or holdings of such accounts.

 

e. Annual Holdings Reports by Employees

 

On an annual basis, by a date to be specified by the Compliance Department (typically February 15th), each Employee must provide to the Chief Compliance Officer, a signed and dated (or electronically certified via the StarCompliance Code of Ethics application) Annual Holdings Report containing data current as of a date not more than forty five (45) days prior to the date of the submission.9 The report must disclose:

 

i.All Securities (including shares of mutual funds managed by AB and limited offerings), 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 AB 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.

 

 

9 Employees who join the Firm after the annual process has commenced will submit their initial holdings report (see Section 7(b)) and complete their first Annual Holdings Report during the next annual cycle and thereafter.

 

16

 

 

f.Report and Certification of Adequacy to the Board of Directors of Fund Clients

 

On a periodic basis, but not less than annually, 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 AB acts as investment adviser setting forth the following:

 

i. A certification on behalf of AB that AB 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 materialviolations of the Code or procedures and sanctions imposed in response to the material violations.

 

AB 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.

 

g. 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.

 

h. 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 subcommittee thereof), the Securities and Exchange Commission and by other third parties pursuant to applicable laws and regulations.

 

8. Reporting Requirements for Directors who are not Employees

 

All Affiliated Outside Directors (i.e., not Employees of AB, but employees of an AB affiliate) and Outside Directors (i.e., neither Employees of AB, nor of an AB affiliate) are subject to the specific reporting requirements of this Section 8 as described below. Directors who are Employees of AB, however, are subject to the full range of personal trading requirements, restrictions and reporting obligations outlined in Sections 1 through 7 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.

 

a. Outside Directors / Affiliated Outside Directors

 

i. In general, pursuant to various regulatory rule exceptions and interpretations, no reporting is required of Outside Directors and Affiliated Outside Directors. However, if an Outside or Affiliated 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 or Affiliated Outside Director’s transaction in a Security for a Personal Account, a Client bought or sold the Security, or the Client or AB considered buying or selling the Security, the following reporting would be required.

 

17

 

 

Transaction Report

 

In the event that a transaction report is required pursuant to the scenario in the preceding paragraph, other than for accounts over which the director had no influence or control, 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:

 

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);
  
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.

 

18

 

EX-99.B(P)(7) 15 tm2232087d1_ex99-bp7.htm EXHIBIT 99.B(P)(7)

 

Exhibit 99.B(p)(7) 

 

CODE OF ETHICS

 

CAUSEWAY CAPITAL MANAGEMENT TRUST

 

and

 

CAUSEWAY CAPITAL MANAGEMENT LLC

 

I. INTRODUCTION

 

A.           Standards of Conduct. This Code of Ethics has been adopted by the Trust and the Adviser in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Capitalized terms used in this Code are defined in Appendix 1 to this Code. All Appendixes referred to herein are attached to and are a part of this Code.

 

This Code is based on the principles that the trustees, managers, officers, and employees of the Trust and the Adviser have a fiduciary duty to the Trust and that the board of managers, officers, and employees of the Adviser or its parent holding company also have a fiduciary duty to the Adviser’s other clients. Fiduciaries owe their clients duties of loyalty, honesty, good faith and fair dealing. As fiduciaries, Covered Persons must at all times:

 

1.              Place the interests of the Funds and Private Accounts first. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Funds and Private Accounts. Covered Persons may not induce or cause a Fund or Private Account to take action, or not to take action, for personal benefit, rather than for the benefit of the Fund or Private Account. For example, a Covered Person would violate this Code by causing a Fund or Private Account to purchase a Security he or she owned for the purpose of increasing the price of that Security or by Market Timing Funds or Private Accounts.

 

2.              Avoid taking inappropriate advantage of their positions. Covered Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with the Trust or the Adviser could call into question the exercise of a Covered Person’s independent judgment.

 

3.              Conduct all personal Securities Transactions in full compliance with this Code including the reporting requirements. All personal Securities Transactions must be conducted consistent with this Code and in such a manner as to avoid actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. Doubtful situations should be brought to the attention of the Compliance Officer (or a designee) and resolved in favor of the Funds and Private Accounts.

 

4.              Comply with all applicable federal securities laws. Covered Persons must comply with all applicable federal securities laws. It is prohibited for a Covered Person, in connection with the purchase or sale, directly or indirectly, by the person of a Security held or to be acquired by a Fund or Private Account:

 

(i)             To employ any device, scheme or artifice to defraud a Fund or Private Account;

-1-

 

(ii)To make any untrue statement of a material fact to a Fund or Private Account or omit to state a material fact necessary in order to make the statements made to a Fund or Private Account, in light of the circumstances under which they are made, not misleading;

(iii)To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund or Private Account; or

(iv)To engage in any manipulative practice with respect to a Fund or Private Account.

 

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not act as a shield from liability for personal trading or other conduct that violates a fiduciary duty to Fund shareholders or Private Account clients. Access Persons and Investment Personnel should bring to the attention of the Compliance Officer (or a designee) any known circumstances or situations that may create an actual, potential or perceived conflict of interest.

 

Violations of the Code must be reported promptly to the Compliance Officer. Failure to comply with the Code may result in sanctions, including termination of employment.

 

B.          Appendixes to the Code. The Appendixes to this Code are attached to and are a part of the Code. The Appendixes include the following:

 

1.Definitions (Appendix 1),

 

2.Contact Persons (Appendix 2),

 

3.Certification of Compliance with Code of Ethics (Appendix 3 and 3-I), a)

 

Personal Securities Holdings and Accounts Disclosure Form (Appendix 3-A)

 

4.Form Letter to Broker, Dealer or Bank (Appendix 4).

 

5.Report of Securities Transactions (Appendix 5)

 

6.Initial Public Offering / Private Placement Clearance Form (Appendix 6)

 

C.          Application of the Code to Independent Fund Trustees. The following provisions do not apply to Independent Fund Trustees and their Immediate Families.

 

1. Personal Securities Transactions (Section II) 

2. Initial, Quarterly and Annual Holdings Reporting Requirements (Section III.A)

 

II. PERSONAL SECURITIES TRANSACTIONS

 

A.          Prohibited Transactions.

 

1.             Prohibited Securities Transactions. The following Securities Transactions are prohibited and will not be authorized by the Compliance Officer (or a designee) absent exceptional circumstances. The prohibitions apply only to the categories of persons specified.

 

a.           Pending Buy or Sell Orders (Investment Personnel and Access Persons). Any purchase or sale of Securities (except Funds) by Investment Personnel or Access Persons on any day during which any Fund or Private Account has a pending “buy” or “sell” order in the same Security (or Equivalent Security) until that order is executed or withdrawn. This prohibition applies whether the Securities Transaction is in the same direction (e.g., two purchases) or the opposite direction (a purchase and sale) as the transaction of the Fund or Private Account. See exemption in Section II.B.2.

-2-

 

b.            Seven-Day Blackout (Investment Personnel and Access Persons). Purchases or sales of Securities (except Funds and registered open-end investment companies that are not ETFs) by Investment Personnel or Access Persons within seven calendar days before and after a purchase or sale of the same Securities (or Equivalent Securities) by any Fund or Private Account. For example, if a Fund or Private Account trades a Security on day one, day eight is the first day any Investment Personnel or Access Persons may trade that Security (or Equivalent Security) for an account in which he or she has a beneficial interest. This prohibition applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition also does not apply where a personal trade follows or precedes a Fund or Private Account trade to purchase or sell a basket of securities to invest cash or raise cash (e.g., program trades or cash equitization trades). Investment Personnel and Access Persons may not cause a Fund or Private Account to refrain from trading in order to avoid the application of this prohibition. See exemption in Section II.B.2.

 

c.             Intention to Buy or Sell for a Fund or Private Account (Investment Personnel and Access Persons). Purchases or sales of Securities (except Funds) by an Access Person or Investment Person at a time when that Access Person or Investment Person intends, or knows of another’s intention, to purchase or sell that Security (or an Equivalent Security) on behalf of a Fund or Private Account. This prohibition also applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition does not apply with respect to Fund or Private Account trades to purchase or sell a basket of securities to invest cash or raise cash (e.g., program trades or cash equitization trades).

 

d.            Sixty Day Short-Term Trading Profit Restriction (Investment Personnel and Access Persons). Investment Personnel are prohibited from profiting from any purchase and sale, or sale and purchase, of a Security or Equivalent Security within sixty calendar days. All Access Persons are prohibited from profiting from any purchase and sale, or sale and purchase, of a Fund or Private Account within sixty calendar days.

 

e.             Restricted List (Investment Personnel and Access Persons). Investment Personnel and Access Persons are prohibited from purchases or sales of Securities on the Adviser’s Restricted List, if any.

 

f.              Holdings Restriction (Investment Personnel and Access Persons). Investment Personnel and Access Persons are prohibited from purchasing Securities or Equivalent Securities (except Funds and ETFs) currently held or sold short by any Fund or Private Account.

 

g.            Excessive Trading (Investment Personnel and Access Persons). Excessive trading is strongly discouraged. Excessive trading means trading with a frequency that potentially imposes an administrative burden on the Compliance department, interferes with regular job duties, or adversely affects clients, as determined by the Compliance Officer in his or her discretion. In general, any Access Person requesting preclearance for more than 10 Securities Transactions in a month should expect additional scrutiny regarding his or her trades. The Compliance Officer or a designee monitors trading activity, and may report such activity to Adviser management and/or limit the number of Securities Transactions by an Access Person during a given period. Notwithstanding the foregoing, this rule does not apply to Securities Transactions in an account that is managed by a broker or adviser with discretionary authority over the account.

-3-

 

2.           Always Prohibited Securities Transactions. The following Securities Transactions for Funds or Private Accounts are prohibited for all Access Persons and Investment Persons and will not be authorized under any circumstances.

 

a.             Inside Information. Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security. For more detailed information, see the Adviser’s Insider Trading Policy in its Compliance Policies and Procedures.

 

b.             Market Manipulation. Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading.

 

c.             Others. Any other transactions deemed by the Compliance Officer (or a designee) to involve a conflict of interest, possible diversions of a corporate opportunity, an appearance of impropriety, or an administrative burden, or determined by the Compliance Officer (or designee) in his or her discretion to be prohibited for any other reason. For example, Access Persons and Investment Personnel should not execute Securities Transactions for their own account with the same individual employee at a broker-dealer firm that Causeway uses for trading for Funds and Private Accounts.

 

3.            Initial Public Offerings (Investment Personnel and Access Persons). Any purchase of Securities by Investment Personnel or Access Persons in an initial public offering (other than a new offering of a registered open-end investment company) or purchase of cryptocurrency tokens or Initial Coin Offerings (which may be analogous to IPOs) is only permitted if the Compliance Officer grants permission in advance after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the person’s position as an Investment Person or Access Person. If authorized, the Compliance Officer will maintain a record of the reasons for such authorization (see Appendix 6).

 

4.            Private Placements (Investment Personnel and Access Persons). Acquisition of Beneficial Interests in Securities in a Private Placement by Investment Personnel or Access Persons is only permitted if the Compliance Officer (or a designee) grants permission in advance after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the person’s position as an Investment Person or Access Person. If a Private Placement transaction is permitted, the Compliance Officer will maintain a record of the reasons for such approval (see Appendix 6). Investment Personnel who have acquired securities in a Private Placement are required to disclose that investment to the Compliance Officer when they play a part in any subsequent consideration of an investment in the issuer by a Fund or Private Account, and the decision to purchase securities of the issuer by a Fund or Private Account must be independently authorized by a Portfolio Manager with no personal interest in the issuer.

-4-

 

B.Exemptions.

 

1.            The following Securities Transactions are exempt from the restrictions set forth in Section II.A.

 

a.              Mutual Funds/CITs. Securities issued by any registered open-end investment companies or collective investment trusts (excluding Funds, mutual fund clients and collective investment trusts for which the Adviser serves as investment adviser or subadviser and ETFs);

 

b.              No Knowledge. Securities Transactions where neither the Access Person nor Investment Person nor an Immediate Family member knows of the transaction before it is completed (for example, Securities Transactions effected for an Access Person or Investment Person by a trustee of a blind trust or by an automated or “robo” adviser without Access Person or Investment Person input or approval, or discretionary trades involving an investment partnership or investment club in which the Access Person or Investment Person is neither consulted nor advised of the trade before it is executed);

 

c.              Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;

 

d.              Rights. Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent the rights were acquired in the issue;

 

e.              Charities and Inheritances. Any disposition of Securities (or Equivalent Securities) donated or transferred to charitable or similar organizations, or any acquisition of Securities (or Equivalent Securities) through inheritance or similar estate transfer processes. This exception does not apply to a donation where the Access Person or Investment Person knows that the recipient will immediately sell the Securities (or Equivalent Securities).

 

f.              Miscellaneous. Any transaction in the following: (1) bankers’ acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) high quality short-term debt, including repurchase agreements, (5) Securities that are direct obligations of the U.S. Government, (6) municipal bonds, and (7) other Securities as may from time to time be designated in writing by the Compliance Officer on the grounds that the risk of abuse is minimal or non-existent.

 

2.             Personal Transactions in Securities that also are being purchased, sold or held by a Fund or Private Account are exempt from the prohibitions of Sections II.A.1. a and b if the Investment Person or Access Person does not, in connection with his or her regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by that Fund or Private Account.

 

3.             Application to Commodities, Futures, Options on Futures and Options on Broad-Based Indexes. Commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks, but not including futures on single securities) and options on futures and options on broad-based indexes are not subject to the prohibited transaction provisions of Section II.A., but are subject to the Code’s transaction reporting requirements.

-5-

 

4.             Application to Currencies and Cryptocurrencies. Currencies, such as US Dollars or euros, are not Securities and are not subject to the Code. Similarly, cryptocurrencies, such as Bitcoin, which are a virtual or digital representation of value, are not Securities and are not subject to the Code. However, purchases of cryptocurrency tokens and ICOs are subject to preclearance, and, depending on the instrument, derivatives on tokens are subject to preclearance.

 

III. REPORTING AND PRECLEARANCE REQUIREMENTS

 

A.           Reporting and Preclearance Requirements for Access Persons and Investment Personnel

 

1.             Preclearance Procedures. Access Persons and Investment Persons must obtain approval from the Compliance Officer prior to entering into any Securities Transactions (including IPOs and Private Placements) or purchases or sales of cryptocurrency tokens or ICOs (which are subject to the same procedures as Securities Transactions below), except that preclearance is not required for the exempt Securities Transactions set forth in Section II.B or for Securities Transactions in Funds or federal Thrift Savings Plan funds. An Access Person’s or Investment Person’s first failure to preclear a Securities Transaction within a five year period will not be considered a violation and will receive a warning, unless the Securities Transaction involves a violation of the prohibitions of Section II.A. Access Persons and Investment Persons may preclear Securities Transactions only where they have a present intent to transact in the Security.

 

To preclear a Securities Transaction, an Access Person or Investment Person shall communicate his or her request to the Compliance Officer, either through the automated preclearance system or a manual process, and provide the following information:

 

a) Issuer name; 

b) Type of security (stock, bond, note, etc.); and 

c) Nature of transaction (purchase or sale).

 

Approval of a Securities Transaction, once given, is effective only for two business days or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate, whichever is shorter.

 

2.             Initial Holdings and Accounts Report. Every Access Person and Investment Person must submit within 10 calendar days of becoming an Access Person or Investment Person an Initial Holdings and Accounts Report (see Appendix 3-A) to the Compliance Officer listing all Securities accounts and Securities that he or she holds in such accounts in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Initial Holdings and Accounts Report must be current as of a date not more than 45 calendar days prior to the date the person becomes an Access Person or Investment Person.

-6-

 

3.             Quarterly Reporting Requirements. Every Access Person and Investment Person (and Immediate Family member) must arrange for the Compliance Officer or a designee to receive directly from any broker, dealer, or bank that effects any Securities Transaction, duplicate copies of each confirmation for each such transaction and periodic statements for each brokerage account in which such Access Person or Investment Person (and Immediate Family member) has a Beneficial Interest. Attached hereto as Appendix 4 is a form of letter that may be used to request such documents from such entities. All copies must be received no later than 30 calendar days after the end of the calendar quarter. Each confirmation or statement must disclose the following information:

 

a)      the date of the transaction; 

b)      the title (and exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable); 

c)      the number of shares and principal amount; 

d)      the nature of the transaction (e.g., purchase or sale); 

e)      the price of the Security; and 

f)       the name of the broker, dealer or bank through which the trade was effected.

 

If an Access Person or Investment Person (or Immediate Family member) is not able to arrange for duplicate confirmations and periodic statements to be sent that contain the information required above, or if a transaction is consummated without an intermediary, he or she must submit a quarterly transaction report (see Appendix 5) within 30 calendar days after the completion of each calendar quarter to the Compliance Officer or a designee.

 

4.            Every Access Person or Investment Person who establishes a Securities account during the quarter in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest must submit an Account Report (see Appendix 5) to the Compliance Officer or a designee. This report must be submitted to the Compliance Officer or a designee within 30 calendar days after the completion of each calendar quarter.

 

5.            Annual Holdings and Accounts Report. Every Access Person and Investment Person must annually submit an Annual Holdings and Accounts Report (see Appendix 3-A) listing all Securities accounts and Securities in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Annual Holdings Report must be current as of a date no more than 45 calendar days before the report is submitted.

 

6.            An Access Person or Investment Person is not required to report Securities accounts that may only hold open-end mutual funds (except ETFs) or collective investment trusts; however, an Access Person or Investment Person is required to report Securities accounts that are permitted to hold other Securities or ETFs even if the Securities account does not currently hold other Securities or ETFs.

 

B.           Reporting Requirements for Independent Fund Trustees

 

Each Independent Fund Trustee (and his or her Immediate Family) must report to the Compliance Officer or a designee any trade in a Security by any account in which the Independent Fund Trustee has any Beneficial Interest if the Independent Fund Trustee knew or, in the ordinary course of fulfilling his or her duty as a Trustee of the Trust, should have known that during the 15-calendar day period immediately preceding or after the date of the transaction in a Security by the Trustee such Security (or an Equivalent Security) was or would be purchased or sold by a Fund or such purchase or sale by a Fund was or would be considered by the Fund, except with respect to purchases or sales of a basket of securities to invest cash or raise cash (e.g., program trades or cash equitization trades). Independent Fund Trustees who need to report such transactions should refer to the procedures outlined in Section III.A.2. 

-7-

 

C.            Exemptions, Disclaimers and Availability of Reports

 

1.              Exemptions.

 

(a)            A Securities Transaction involving the following circumstances or Securities is exempt from the reporting requirements discussed above: (1) neither the Access Person or Investment Person nor an Immediate Family member had any direct or indirect influence or control over the transaction; (2) Securities directly issued by the U.S. Government; (3) bankers’ acceptances; (4) bank certificates of deposit; (5) commercial paper; (6) high quality short-term debt instruments, including repurchase agreements; and (7) shares issued by open-end mutual funds or collective investment trusts (excluding Funds, mutual fund and collective investment trust clients for which the Adviser serves as investment adviser or subadviser and ETFs).

 

(b)            An Access Person or Investment Person shall not be required to make a transaction report under Section III.A. to the extent that information in the report would duplicate information recorded by the Adviser pursuant to Rule 204-2(a)(13) of the Advisers Act.

 

(c)            With respect to transactions effected pursuant to an Automatic Investment Plan, Access Persons and Investment Persons need not make quarterly transaction reports under Section III.A.

 

2.              Disclaimers. Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not 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.

 

3.              Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to the Board of Trustees of the Trust, the management of the Adviser, the Compliance Officer, any party to which any investigation is referred by any of the foregoing, the SEC, any self-regulatory organization of which the Adviser is a member, any state securities commission or regulator, and any attorney or agent of the foregoing or of the Trust. Information supplied pursuant to this Code may also be maintained by a third-party vendor engaged by the Adviser to facilitate administration of the Code, provided the vendor has agreed to maintain the confidentiality of such information.

 

IV. FIDUCIARY DUTIES

 

A.           Confidentiality. Covered Persons are prohibited from revealing information relating to the investment intentions or activities of the Funds or Private Accounts except to persons whose responsibilities require knowledge of the information.

 

B.            Corporate Opportunities. Access Persons and Investment Persons may not take personal advantage of any opportunity properly belonging to the Funds or Private Accounts. This includes, but is not limited to, acquiring Securities for one’s own account that would otherwise be acquired for a Fund or Private Account.

 

C.            Undue Influence. Covered Persons may not cause or attempt to cause any Fund or Private Account to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person (or Immediate Family member) stands to benefit materially from an investment decision for a Fund or Private Account which the Covered Person is recommending or participating in, the Covered Person must disclose to those persons with authority to make investment decisions for the Fund or Private Account (or, if the Covered Person in question is a person with authority to make investment decisions for the Fund or Private Account, to the Compliance Officer) any Beneficial Interest that the Covered Person (or Immediate Family member) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Covered Person (or Immediate Family member) or the appearance of impropriety. The person to whom the Covered Person reports the interest, in consultation with the Compliance Officer, must determine whether or not the Covered Person will be restricted in making investment decisions.

-8-

 

V. COMPLIANCE WITH THIS CODE OF ETHICS

 

A.           Compliance Officer Review

 

1.              Monitoring of Personal Securities Transactions. The Compliance Officer or a designee will review personal Securities Transactions and holdings reports made pursuant to Section III.

 

2.              Investigating Violations of the Code. The Compliance Officer will investigate any suspected violation of the Code and report the results of each investigation to the Chief Operating Officer of the Adviser. The Chief Operating Officer together with the Compliance Officer will review the results of any investigation of any reported or suspected violation of the Code.

 

3.              Annual Reports. At least annually, the Compliance Officer must furnish to the Trust’s Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

 

B.           Remedies

 

1.              Sanctions. If the Compliance Officer and the Chief Operating Officer of the Adviser determine that a Covered Person has committed a violation of the Code following a report of the Compliance Officer, the Compliance Officer and the Chief Operating Officer of the Adviser may impose sanctions and take other actions as they deem appropriate, including a letter of caution, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC, criminal referral, and termination of the employment of the violator for cause. Absent exceptional circumstances, an Access Person’s first violation of the Code within a five year period would result in a 30- calendar day suspension of personal trading privileges, a second violation within a five year period would result in a 90- calendar day suspension of personal trading privileges, and a third violation within a five year period would result in a 2-year suspension of trading privileges. For these purposes, violations would be measured from the date the violation occurred and include, for accumulation purposes, past violations. A suspension of trading privileges would generally entail a prohibition from purchasing Securities, but would not prohibit purchases of registered open-end investment companies or collective investment trusts and would not prohibit sales of Securities or purchases of Securities to cover short positions.

 

The Compliance Officer and the Chief Operating Officer of the Adviser also may require the Covered Person to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom. The amount of profit shall be calculated by the Compliance Officer and the Chief Operating Officer of the Adviser. Such profit and any other monetary fine imposed hereunder shall be paid by the Covered Person to the Adviser and forwarded by the Adviser to a charitable organization selected by the Compliance Officer and the Chief Operating Officer of the Adviser. The Compliance Officer and the Chief Operating Officer of the Adviser may not review his or her own transaction.

-9-

 

2.              Sole Authority. The Compliance Officer and the Chief Operating Officer of the Adviser have sole authority, subject to the review set forth in Section V.B.1 above, to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.

 

C.            Exceptions to the Code. Exceptions to the Code will rarely, if ever, be granted. The Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse, or upon a showing by the employee that he or she would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve a Securities Transaction, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for an exception. Any exceptions granted must be in writing.

 

D.            Compliance Certification. The Adviser shall provide each Covered Person with a copy of the Code of Ethics and any amendments. Each Access Person and Investment Person shall certify that he or she has received, read and understands the Code and any amendments by executing the Certification of Compliance with the Code of Ethics form (see Appendix 3). In addition, on an annual basis, all Access Persons and Investment Persons will be required to re-certify on such form (see Appendix 3) that they have read and understand the Code and any amendments, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code. Independent Fund Trustees and members of the board of managers of the Adviser’s parent holding company should complete Appendix 3-I only.

 

E.             Inquiries Regarding the Code. The Compliance Officer will answer any questions about the Code or any other compliance-related matters.

 

DATED: April 25, 2005 

REVISED: November 1, 2005; January 30, 2006; January 28, 2008; February 1, 2010; August 2, 2010; August 10, 2010; July 1, 2013; June 30, 2015; June 30, 2016; December 29, 2017; June 29, 2018; June 3, 2019; June 30, 2020; October 1, 2020; June 30, 2021; June 30, 2022; December 30, 2022

-10-

 

Appendix 1

 

DEFINITIONS

 

1940 Act” means the Investment Company Act of 1940, as amended.

 

Access Person” means any officer, general partner or Advisory Person of the Trust, the Adviser, or Causeway (Shanghai) Information Consulting Co., Ltd.; provided, that the employees of SEI Investments Global Funds Services and its affiliates (collectively, “SEI”) shall not be deemed to be “Access Persons” as their trading activity is covered by the Code of Ethics adopted by SEI in compliance with Rule 17j-1 under the 1940 Act. Unless otherwise determined by the Compliance Officer in writing, Independent Fund Trustees and members of the board of managers of the Adviser’s parent holding company who are not Advisory Persons are deemed not to be Access Persons under this Code on the grounds that they do not have regular access to information or recommendations regarding the purchase or sale of Securities by Funds or Private Accounts and the risk of abuse is deemed minimal.

 

Adviser” means Causeway Capital Management LLC.

 

Advisers Act” means the Investment Advisers Act of 1940, as amended.

 

Advisory Person” means

 

(1) any trustee, member of the board of managers of the Adviser’s parent holding company, or officer, general partner or employee of the Adviser, Causeway (Shanghai) Information Consulting Co., Ltd., or the Trust (or of any company in a Control relationship with any of such companies) who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to information regarding the purchase or sale of Securities by, or the nonpublic portfolio holdings of, the Funds or Private Accounts, or has access to or whose functions relate to the making of any recommendations with respect to such purchases or sales, and

 

(2) any natural person in a Control relationship to the Trust or the Adviser who obtains information concerning recommendations made to the Funds or Private Accounts with respect to the purchase or sale of Securities by the Funds or Private Accounts.

 

Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

 

Code” means this Code of Ethics, as it may be amended from time to time.

i

 

Compliance Officer” means the Chief Compliance Officer of the Adviser and the Trust and the persons designated in Appendix 2, as such Appendix shall be amended from time to time.

 

Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

 

Covered Person” means any Access Person, Investment Person, Independent Fund Trustee, member of the board of managers of the Adviser’s parent holding company, or member, officer or employee of the Adviser, Causeway (Shanghai) Information Consulting Co., Ltd., or the Adviser’s parent holding company (or of any company in a Control relationship with any of such companies).

 

Equivalent Security” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, futures on single securities, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities and futures on single securities are included even if, technically, they are issued by the Options Clearing Corporation, a futures clearing authority, or a similar entity.

 

ETF” means exchange-traded fund.

 

Fund” means a portfolio of the Trust.

 

Immediate Family” of a person means any of the following persons who reside in the same household as such person:

  

child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law  

 

Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Officer determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

 

Independent Fund Trustee” means a trustee of the Trust who is not an “interested person” as that term is defined in Section 2(a)(19) of the 1940 Act.

 

Initial Coin Offering” or “ICO”, which may also be referred to as a “token” offering, is similar to an IPO and used to raise capital, often providing the buyer certain rights once issued.

 

Initial Public Offering” or “IPO” is an offering of securities registered under the Securities Act of 1933 by an issuer who immediately before the registration of such securities was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

Investment Personnel” and “Investment Person” mean (1) employees of the Adviser, Causeway (Shanghai) Information Consulting Co., Ltd., or the Trust (or of any company in a Control relationship with any of such companies) 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 (2) any natural person who Controls the Adviser or the Trust and who obtains information concerning recommendations made to the Funds or Private Accounts regarding the purchase and sale of Securities by the Funds or Private Accounts. References to Investment Personnel include without limitation Portfolio Managers.

ii

 

Market Timing” means transactions deemed by the Compliance Officer to constitute the short-term buying and selling of shares of Funds or Private Accounts to exploit pricing inefficiencies.

 

Portfolio Manager” means a person who has or shares principal day-to-day responsibility for managing the portfolio of a Fund or Private Account.

 

Private Account” means the portion of a portfolio of a private client or mutual fund client for which the Adviser serves as investment adviser or subadviser.

 

Private Placement” means a limited offering exempt from registration pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the Securities Act of 1933.

 

Restricted List” means the list of companies maintained by the Compliance Officer about which the Adviser or its affiliates potentially possess material nonpublic information.

 

SEC” means the Securities and Exchange Commission.

 

"Security" means a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, including, but not limited to, stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. “Security” does not include futures and options on futures (except for single security futures and options on futures), but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code. “Security” also does not include currencies or cryptocurrencies, but the purchase and sale of ICOs and tokens are nevertheless subject to the reporting requirements of the Code.

 

Securities Transaction” means a purchase or sale of Securities in which a person (or Immediate Family member of such person) has or acquires a Beneficial Interest.

 

Trust” means Causeway Capital Management Trust, an investment company registered under the 1940 Act for which the Adviser serves as investment adviser.

iii

 

Appendix 2

 

CONTACT PERSONS

 

COMPLIANCE OFFICER

 

1. Kurt J. Decko, Chief Compliance Officer/General Counsel
2. Kevin Hu, Senior Compliance Officer

 

No Compliance Officer is permitted to preclear or review his/her own transactions or reports under this Code.

 

 

Appendix 3

 

CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

 

I acknowledge that I have received the Code of Ethics dated December 30, 2022, and certify that:

 

1.            I have read the Code of Ethics and any amendments and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.

 

2.            In accordance with Section III.A of the Code of Ethics, I will report or have reported all Securities Transactions in which I have, or a member of my Immediate Family has, a Beneficial Interest, except for transactions exempt from reporting under Section III.C.

 

3.            I have listed on Appendix 3-A of this form all accounts and securities in which I have, or any member of my Immediate Family has, any Beneficial Interest.

 

4.            I will comply or have complied with the Code of Ethics in all other respects.

 

5.            I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code of Ethics.

  

  Access Person’s/Investment Person’s Signature
   
  Print Name

 

Date:

 

 

Appendix 3-A

 

PERSONAL SECURITIES HOLDINGS and ACCOUNTS DISCLOSURE FORM
(for use as an Initial or Annual Holdings and Accounts Report)

 

Pursuant to Section III.A.1 or III.A.3 of the Code of Ethics, please list all Securities accounts and, if not included in a listed Securities account, all Securities in which you (or your Immediate Family member) have a Beneficial Interest. You do not need to list those Securities that are exempt pursuant to Section III.C.

 

Is this an Initial or Annual Report?

 

Name of Access Person/Investment Person:    

 

Name of Account Holder(s):

 

Relationship to Access Person/Investment Person:

 

SECURITIES ACCOUNTS:

 

□ N/A - Neither I nor an Immediate Family member has a Beneficial Interest in any Securities Account. □ Listed below are my reportable securities accounts:

 

Account Number                  Name of Broker/Dealer/Bank

 

(Attach separate sheets as necessary)

 

SECURITIES HOLDINGS:

 

¨ N/A - All Securities are held in the Securities Accounts listed above. 

¨ The below Securities are held outside of the Securities Accounts listed above:

 

(Attach separate sheets as necessary)

 

I certify that this Report constitutes all the Securities accounts and Securities that must be reported pursuant to this Code.

 

Access Person/Investment Person Signature    
     
Print Name   Date

 

 

Appendix 3-I

 

CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
(Independent Fund Trustees
and
members of the board of managers of the Adviser’s parent holding company)

 

I acknowledge that I have received the Code of Ethics dated December 30, 2022, and certify that:

 

1. I have read the Code of Ethics and any amendments, and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.

 

2. I will report or have reported all Securities Transactions required to be reported under Section III.B of the Code in which I have, or a member of my Immediate Family has, a Beneficial Interest (Independent Fund Trustees only).

 

3. I will comply or have complied with applicable provisions of the Code of Ethics in all other respects.

 

Signature  
    
 Print Name  

 

Date:

 

 

Appendix 4

 

Form of Letter to Broker, Dealer or Bank

 

<Date>

 

<Broker Name and Address>

 

Subject: Account #

 

Dear :

 

Causeway Capital Management LLC (“Adviser”), my employer, is a registered investment adviser. In connection with the Code of Ethics adopted by the Adviser, I am required to request that you send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account to my employer. Please note that the confirmations and/or periodic statements must disclose the following information:

 

1)       date of the transaction; 

2)       the title of the security (including exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable); 

3)       the number of shares and principal amount; 

4)       the nature of the transaction (e.g., purchase or sale); 

5)       the price of the security; and 

6)       the name of the firm effecting the trade.

 

If you are unable to provide this information, please let me know immediately. Otherwise, please address the confirmations and statements directly to:

 

<address> 

Your cooperation is most appreciated. If you have any questions regarding these requests, please contact me or the Adviser’s Chief Compliance Officer/General Counsel, Kurt J. Decko at (310) 231-6100.

 

  Sincerely,
   
  <Name of Access Person/Investment Person>

 

 

Appendix 5

 

REPORT OF SECURITY TRANSACTIONS 

FOR QUARTER ENDED ___________________           

 

Investment Persons and Access Persons: You do not need to report transactions in 1) direct obligations of the U.S. Government, 2) bankers’ acceptances, bank CDs, commercial paper, high quality short-term debt instruments, including repurchase agreements, 3) shares of an open-end investment company or collective investment trust(excluding Funds, mutual fund and collective investment trust clients for which the Adviser serves as investment adviser or subadviser and ETFs), 4) transactions for which you had no direct or indirect influence or control; and 5) transactions effected pursuant to an Automatic Investment Plan.

 

Independent Fund Trustees: If you are an Independent Fund Trustee, then you only need to report a transaction if you, at the time of that transaction, knew or, in the ordinary course of fulfilling your official duties as a Trustee to the Trust, should have known that, during the 15-calendar day period immediately before or after your transaction in a Security:

 

1) a Fund purchased or sold such Security or 

2) a Fund or the Adviser considered purchasing or selling such Security.

 

Note that purchases or sales of a basket of securities by a Fund to invest cash or raise cash (e.g., program trades or cash equitization trades) do not trigger a reporting obligation.

 

Disclose all Securities Transactions for the period covered by this report:

 

Title of
Security*
Number
Shares
Date of
Transaction
Price at
Which
Effected
Principal
Amount
Bought
or Sold

Name of 

Broker/Dealer/Bank 

             
             
             
             
             
             
             

* Please disclose the interest rate or maturity date and exchange ticker symbol or CUSIP number, as applicable.

 

Did you establish any securities accounts during the period covered by this report? ___ Yes ___ No

 

If Yes, please complete the following:

 

 

Name of Broker

Date of 

Account Opening 

Account Number

 

         
         

 

____ The above is a record of every Securities Transaction or account opened which I had, or in which I acquired, any direct or indirect Beneficial Interest during the period indicated above.

 

 

____ I certify that the Compliance Officer has received confirmations or account statements pertaining to all Securities Transactions executed that disclose the information required above, and has received notice of any accounts opened, during the period covered by this report.

 

I have nothing to report for the period covered by this report.

 

 

Date:    Signature:  

 

 

Appendix 6

 

INITIAL PUBLIC OFFERING / PRIVATE PLACEMENT 

CLEARANCE FORM 

(for the use of the Compliance Officer only)

 

The Code for the Trust and the Adviser prohibits any acquisition of Securities in an Initial Public Offering (other than shares of open-end investment companies) and Private Placement by any Investment Person or Access Person unless permitted by the Compliance Officer. In these instances, a record of the rationale supporting the approval of such transactions must be completed and retained for a period of five years after the end of the fiscal year in which approval is granted. This form should be used for such recordkeeping purposes; the Compliance Officer’s signature on an appropriate preclearance form for such securities also shall suffice for record keeping purposes.

 

Name:    

 

Date of Request

 

Name of IPO / Private Placement:    

 

Date of Offering:

 

Number of Shares/Interests    
     
Price:    
     
Name of Broker/Dealer/Bank    

 

I have cleared the IPO / Private Placement transaction described above.

_

 

Reasons supporting the decision to approve the above transaction:

 

  Name of Compliance Officer
   
  Signature of Compliance Officer
   
  Date

 

EX-99.B(P)(8) 16 tm2232087d1_ex99-bp8.htm EXHIBIT 99.B(P)(8)

 

Exhibit 99.B(p)(8)

 

 

 

 

 

This Code of Ethics (“Code”) sets out the minimum standards of performance and conduct for employees of Colchester Global Investors Limited and its affiliates (together “Colchester”). Its purpose is to promote honest and ethical conduct and to ensure compliance not only with all legal and regulatory requirements, but with current best practices in the investment management industry as well. The Code is approved each year by Colchester’s Board of Directors, and each Colchester employee must attest that they have read the Code and agree to comply with its provisions at all times. The Code is sent to all Colchester separate account clients annually, and to prospects, consultants and fund investors upon request.

 

1. Values

 

The values that underlie Colchester’s business are as follows:

 

Focus. Investment professionals require a focused and stable environment in order to be consistently effective in their work. Colchester views employee ownership and control as one of the best ways of avoiding the uncertainties that can threaten focus and stability. Many Colchester employees own shares in the business, and Colchester believes that its ownership structure aligns employees’ interests with those of its clients. Portfolio managers may also invest in Colchester’s funds.

 

Integrity and Trust. Colchester works for its clients (and their beneficiaries) and clients’ interests take precedence over any other interests at Colchester. Colchester treats its clients fairly.

 

Perspective. Colchester, in both its investments and its business outlook does not permit short term expediency to outweigh medium term benefits.

 

Service. Colchester aims to provide accurate reporting, timely information and efficient administration.

 

Humility. Colchester strives to build and nurture an environment where employees are encouraged to behave with humility and respect for others.

 

Teamwork and devolved leadership. Creating and maintaining an environment where everyone can contribute to the success of the Company is part of Colchester’s ethos. Different skills and perspectives are valued, and Colchester recognises that employees work better as a diverse team who all support each other.

 

Innovation and constant improvement. Colchester focuses on its core expertise whilst doing everything it can to be the most capable, knowledgeable and leading company in its field.

 

2. Regulatory Status

 

Colchester is authorised by or registered with a number of regulators across the globe:

 

In the United Kingdom, Colchester is authorised and regulated by the Financial Conduct Authority (“FCA”) under the Financial Services and Markets Act 2000 (“FSMA”).

 

In the United States, Colchester is registered as an investment adviser with the Securities and Exchange Commission (“SEC”).

 

In South Africa, Colchester is registered as a Financial Services Provider with the Financial Services Conduct Authority (“FSCA”).

 

Colchester Global Investors | October 2022

 1

 

 

 

In the Bahamas, Colchester is registered with the Securities Commission of The Bahamas, as the investment manager for an investment fund licensed as a Smart Fund model 003, in accordance with the provisions of the Investment Funds Act, 2019.

 

In Singapore, Colchester Global Investors (Singapore) Pte. Ltd is registered with the Monetary Authority of Singapore (“MAS”) under the Securities and Futures Act 2001.

 

Colchester Global Investors (Singapore) Pte. Ltd also holds an offshore discretionary investment management services licence issued by the Financial Services Commission of Korea.

 

In Dubai, Colchester Global Investors Middle East Limited is regulated by the Dubai Financial Services Authority (“DFSA”) under the laws of the Dubai International Financial Centre (“DIFC”).

 

In Brunei, Colchester Singapore does not hold a Capital Markets Services License for the provision of investment advice and is required to apply for temporary exemptions in respect of itself and MCS staff intending to visit Brunei for each prospective/existing client visit.

 

In Australia, neither Colchester nor Colchester Singapore holds an Australian financial services licence for the provision of financial services, and both are exempt from the requirement to hold an Australian financial services licence under the Corporations Act 2001 (Cwlth) in respect of the financial services provided to wholesale clients in Australia. Both Colchester and Colchester Singapore are registered as foreign companies in Australia in connection with the services provided to Australian wholesale clients.

 

In Ireland, Colchester Global Investors (Dublin) Management Limited is authorised and regulated by the Central Bank of Ireland (“CBI”) as a UCITS management company together with MiFID top up authorisation in respect of Individual Portfolio Management services.

 

3. Commercial Policies

 

General Scope of Colchester’s Business

 

Colchester deals directly only with ‘professional clients’, or as permitted by relevant regulations. It does not engage directly with retail investors.

 

Discretionary Clients - Colchester does not deal as principal in transactions for discretionary clients, but as agent on behalf of clients. All transactions entered into on behalf of such clients are traded with counterparties that are independent of Colchester.

 

Separate Account Client Assets - Colchester does not hold client money or assets or operate any client bank accounts, nor is it authorised to do so. Third party custodians, who are chosen by the client, always hold Colchester’s separate account client assets. These custodians handle all documents of title and certificates for financial instruments belonging to clients. Custodians may, on occasion, loan client assets to third parties if such transactions are permitted under the relevant custodian agreement. Colchester does not initiate any such securities lending. Income earned from such transactions is payable to the client’s account. Colchester may transfer or pledge client assets as collateral to meet margin requirements. Colchester does not borrow to leverage, unless specifically requested by clients.

 

Commingled Fund Assets – Colchester operates various commingled funds and a UCITS (“Funds”), the assets of which are held by custodians. Colchester does not lend Fund assets to third parties. However, Colchester may transfer or pledge assets in these Funds to meet margin requirements. The Funds do not borrow to leverage.

 

Colchester Global Investors | October 2022

 2

 

 

 

Marketing

 

Colchester’s marketing activities include the promotion of its services to institutional investors either directly or through suitable consultants or distributors, and through responses to proposal requests. Colchester maintains a corporate website that provides descriptions of the firm and its services including its UCITS.

 

Soft Commissions

 

Colchester does not share, directly or indirectly, in any of the revenues generated by client account or Fund brokerage transactions. Furthermore, Colchester does not receive “soft-dollar” benefits from, or pay “soft-dollar” commissions to, counterparties.

 

Prohibited Transactions

 

Colchester is not permitted to engage in the following activities (this list is non-exhaustive):

 

Advising a client on appointing a suitable custodian;

 

Advising any retail client;

 

Holding client money;

 

Corporate finance activities;

 

Sponsoring of public offerings of securities;

 

Acting for any person in connection with take overs, mergers or substantial acquisitions of shares.

 

Compliance with regulatory requirements

 

Colchester’s policy is to comply at all times with the principles, rules and regulations applicable to its business. Colchester’s conduct is restricted to activities and jurisdictions for which it is authorised by the FCA, SEC, MAS, DFSA, CBI and other applicable regulatory authorities (the “Regulatory Authorities”). In other jurisdictions, Colchester complies with relevant local regulation. Observing high standards of conduct in all aspects of its business is of the utmost importance to Colchester, and the firm therefore complies with the ‘Principles’ as laid down by the FCA (and equivalent in other jurisdictions), and all employees attest to compliance with the relevant Conduct Rules annually. In addition to adhering to these Principles, Colchester complies with the requirements of Regulatory Authorities to provide, maintain and periodically verify information.

 

Colchester respects the scope of the authorisations the Regulatory Authorities have granted it. Accordingly, Colchester will not expand its business activities beyond this scope without permission, if applicable, from such Regulatory Authorities.

 

Privacy and Confidentiality

 

Colchester is committed to maintaining the confidentiality, integrity and security of confidential information provided by current, past and potential clients. Confidential information may be obtained in a number of ways, such as during the pre-investment period or from ongoing communications between Colchester and its clients. Unless it is publicly available, Colchester treats all such information as confidential, applying the same standard of care it does in dealing with the firm’s internal confidential information.

 

Colchester protects confidential information from unauthorised access or use in a number of ways:

 

By ensuring its systems are secure through the use of a next-generation anti-virus and endpoint detection and response system, multi-factor authentication, passwords, managed firewalls, email and web filtering, encryption technologies and other mechanisms;

 

Colchester Global Investors | October 2022

 3

 

 

 

By establishing physical and procedural safeguards (an Information Security Policy is available to clients on request);

 

By imposing strict policies regarding client confidentiality, as more fully set out below.

 

Each new employee must agree, by signing a confidentiality undertaking, that during their employment with Colchester or at any time thereafter, they will not disclose to any person or any other firm, any information concerning the affairs of Colchester, its associates or clients, the disclosure of which may damage the interests of Colchester or its clients or which is of a confidential nature, unless that employee has the written permission of the Chief Executive Officer or Head of Compliance.

 

All employees should be aware that nothing in Colchester’s confidentiality policy prohibits them from reporting possible violations of any law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of the UK, or any other applicable law or regulation. No prior authorisation is required of anyone at Colchester to make such reports or disclosures, and no employee is required to notify anyone at Colchester that they have made such reports or disclosures. Retaliation of any kind for making such reports or disclosures, regardless of whether they are found to be valid, is expressly prohibited unless it is proven that the employee has knowingly made a false or misleading disclosure.

 

All documents obtained or generated by Colchester or its employees in their work for Colchester (both originals and copies) that contain confidential information, are Colchester’s sole property. Upon termination of employment for any reason, or upon Colchester’s request at any time, employees must promptly return all copies of such material. During employment with Colchester and at all times thereafter, no employee may remove or cause to be removed from Colchester’s premises any confidential information, except in furtherance of their duties as an employee or, where relevant, in accordance with Colchester’s BC/DR Plan.

 

4. Conflicts of Interest

 

Colchester discloses the general nature and/or sources of potential conflicts of interest to its clients before undertaking business for such clients, and periodically thereafter for existing clients. These are set out below.

 

Colchester takes all reasonable steps to identify, manage and prevent these conflicts of interest having an adverse effect on the interests of its clients.

 

a) Material Interests

 

Colchester may engage in certain transactions that have the potential to present either direct or indirect conflicts of interest between clients. For example, potential conflicts may arise because:

 

Colchester provides investment management services to other clients, and may therefore act as agent for one client in transactions in which it is also acting as agent for other clients;

 

A director (or employee) of Colchester may be a director of an entity such as one of the Funds whose securities are held by clients;

 

Colchester, or a director (or employee) of Colchester, may have some interest in an entity such as one of the Funds whose securities are held by clients.

 

All of these areas of potential conflict are managed through the maintenance of policies and procedures, supplemented by internal and external monitoring.

 

Colchester Global Investors | October 2022

 4

 

 

 

b) Performance Fees

 

Colchester may enter into performance fee arrangements with clients. Theoretically, this type of fee arrangement provides an incentive for an investment manager to favour an account or accounts that pay performance fees over those that do not. Colchester does not believe its performance fee arrangements disadvantage any of its clients, and takes all reasonable steps to ensure the fair and equitable allocation of investment opportunities amongst its clients without regard to fee arrangements. Accordingly, Colchester has procedures and monitoring processes in place to ensure that transactions for all accounts are dealt with on the same basis. A register of performance fee bearing client accounts is maintained.

 

c) Sustainability Risks

 

In identifying the types of conflicts of interest, the existence of which may damage the interests of clients, Colchester considers those types of conflicts of interest that may arise as a result of the integration of sustainability risks in its processes, systems and internal controls as well as the development of ESG or “green” products.

 

d) Valuation of Securities

 

Colchester may on occasion be required to determine an appropriate valuation source for certain hard-to-price securities held in client portfolios. As Colchester is paid a fee which is a percentage of the net asset value of portfolios, a conflict could arise whereby Colchester is paid a higher fee if the valuation of those securities is higher. To address this potential conflict, Colchester operates a Valuation Committee whose membership includes representatives from Operations, Compliance, Risk and Dealing (but excluding Investment Management and Board-level representation). The objective of the Valuation Committee is to ensure accuracy, transparency and consistency in Colchester’s adopted valuation sources whilst confirming there are no conflicts of interest when standard valuation sources are not used.

 

e) Insurance

 

Colchester arranges its insurance through a major insurance broker. This broker operates a separate investment consulting division that may recommend its clients to invest through Colchester. Insurance brokers, as regulated businesses, have information barriers in place between their insurance and consulting divisions. Colchester however takes care to operate an impartial process when negotiating its annual renewal of insurance cover. The renewal process is undertaken by Colchester’s Finance department with no representation or influence from Marketing or other client facing personnel.

 

f) Investment Research

 

Where required by regulation, Colchester pays for investment research at rates which it deems to be representative of the value of that investment research to its investment process and for the benefit of its clients. Execution venue decisions are made by a dedicated dealing team, which operates independently from the investment management team which selects and receives the investment research.

 

g) Remuneration

 

All senior investment professionals have an ownership interest in Colchester and receive competitive base salaries. Bonuses are tied to the overall profitability of Colchester, and the majority of income before compensation is distributed to those active in the business. Bonus and total compensation levels are reviewed and set annually based on contribution. For the investment staff, no set performance criteria or algorithms are used, but rather an overall assessment of work quality and commitment is made during the remuneration process.

 

Colchester Global Investors | October 2022

 5

 

 

 

h) Personal Account Dealing

 

The rules and procedures contained in this section apply to all personal dealings in “Reportable Securities” in which “Supervised Persons” (all permanent employees and any temporary or contract workers engaged by Colchester) and their Connected Persons have a “Beneficial Interest”. Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject security.

 

Reportable Securities includes formal or informal offers to buy and sell listed or unlisted securities (such as shares, bonds and Exchange-Traded Funds), taking up a rights issue, participating in an Initial Public Offering (IPO) or limited offering, exercising conversion or subscription rights, or buying, selling, exercising or assigning an option.

 

Reportable Securities do not include:

 

Money Market instruments including bank deposit/savings accounts;

 

Foreign Exchange (spot and forward);

 

Open ended funds including Mutual Funds/Unit Trusts/UCITS;

 

Investment Trusts, if the Trust is solely invested in Mutual Funds;

 

Cryptocurrencies, excluding Cryptocurrency Derivatives and ‘Tokens’ structured as Initial Coin Offerings (ICOs);

 

Managed accounts, automatic investment plans or family trusts holding reportable securities where a Supervised Person is a beneficiary but has no direct or indirect influence or control over the decisions made to purchase or sell reportable securities therein.

 

A Connected Person of a Supervised Person can be any of the following:

 

Their spouse or civil partner;

 

Their dependent child or stepchild;

 

Their other relatives sharing the same household; or

 

Any person with whom a Supervised Person has close links.

 

Restrictions on personal transactions

 

The following prohibitions apply to personal account dealing in Reportable Securities by Supervised Persons:

 

No Supervised Person may deal or effect personal transactions in Reportable Securities unless they have signed an undertaking to comply with the provisions of Colchester’s Compliance Manual and this Code of Ethics;

 

No Supervised Person may deal for their own account with any of Colchester’s clients, unless the client is themselves an “Authorised Person” (under the Financial Services and Markets Act 2000);

 

No Supervised Person may deal, nor seek permission to deal, if they are aware that such dealing may have a direct adverse impact on, or divert the Supervised Person’s attention from or impair the performance of their duties in relation to, Colchester, its associates, a client or a colleague;

 

No Supervised Person may knowingly deal on their own account or on behalf of Colchester with a person who is an employee of another firm who is trying to evade their personal dealing rules or insider trading regulations;

 

Colchester Global Investors | October 2022

 6

 

 

 

No Supervised Person may advise or cause another person to deal in contravention of any of these rules or any insider trading regulations; and

 

No Supervised Person may sell a Reportable Security which has been held for fewer than 35 calendar days.

 

Approval for Personal Transactions

 

Supervised Persons (and their Connected Persons) may only undertake a personal transaction in Reportable Securities if the Supervised Person has sought prior written approval from the Head of Compliance or their designate for the transaction under these procedures. Consent will generally be given where the Head of Compliance is satisfied that the proposed transaction:

 

Falls outside Colchester’s current investment programme;

 

Does not present a conflict with Colchester’s or any client’s interests;

 

Does not involve securities in which trading is restricted;

 

If a sale, the security has been held for at least 35 calendar days, unless the Supervised Person or Connected Person can demonstrate emergency and unforeseen personal reasons for selling within the 35 day window, which have been evidenced to the Head of Compliance and approved by the Chief Executive Officer.

 

If approval is granted, the trade must be executed within the specified approval window (24 hours unless agreed otherwise in writing) after which the approval will lapse and the Supervised Person will need to seek re-approval. After executing the transaction, a copy of the contract note must be sent to Compliance.

 

Supervised persons are encouraged to adhere to the best practice principle that all security dealing should be for long-term investment purposes rather than short-term trading profits.

 

Initial and Annual Disclosure Requirements

 

All new Supervised Persons are required to provide the Head of Compliance with details of Reportable Securities held no later than 10 calendar days after they begin employment with Colchester.

 

On an annual basis, all Supervised Persons are required to sign a declaration that they have complied with the Code of Ethics (including these Personal Account Dealing Rules) over the period since their initial/last declaration. Where Reportable Securities are held, annual holdings reports are required as at 31 December, and these should be submitted to Compliance within 45 days of the year end.

 

The Head of Compliance reserves the right to additionally request quarterly reports from Supervised Persons and their Connected Persons.

 

i) Gifts, Hospitality, Sponsorship and Political Contributions

 

Giving to, or receiving gifts or other items of value from persons doing business or seeking to do business with Colchester may call into question the independence of that person’s judgment. Accordingly, Colchester has set limitations on this type of conduct. These limitations also apply to networking events/hospitality with external industry contacts where there may not be a clear connection with seeking to gain business, but where there still remains the potential for a perceived conflict of interest.

 

Colchester Global Investors | October 2022

 7

 

 

 

The acceptance and giving of gifts and hospitality in exchange for any business advantage is unacceptable. Extraordinary or extravagant gifts and hospitality are not permitted and must be declined or returned. Offers of payment for accommodation and travel must be declined. Compliance will seek confirmation in all cases that there is a business element to all hospitality received or given, and that there is supporting evidence that the gift or hospitality is designed to enhance the quality of service to the client or to enhance the client’s best interests. Repetitive gifts and hospitality to or from the same person or company without justifiable explanation may lead to limitations being imposed by Compliance on future gifts and hospitality to or from that person or company. Care should be taken to ensure that there is no discussion which may constitute ‘Investment Research’ unless a fee for that research has been agreed in advance.

 

Any potential breaches of this gifts and hospitality policy will be investigated by Compliance and, if it is determined to be a breach of the Code of Ethics, will be reported to the Board.

 

Accepting Gifts and Hospitality

 

The receipt of cash gifts and cash equivalents (eg gift vouchers), of whatever value, is prohibited.

 

The acceptance of gifts and hospitality by employees in excess of £25 per person must be reported to Compliance in writing as soon as possible after receipt

 

Gifts and hospitality whose approximate value is no more than £100 per person may be accepted without prior compliance approval, but are still reportable to Compliance as soon as possible after receipt, unless below the de minimis £25 per person.

 

All gifts and hospitality received with a value over £100 per person requires prior approval of the Head of Compliance or their designate. In the event that it only becomes apparent after the event that the value of the gift or hospitality is over £100 per person, post approval should be requested from the Head of Compliance or their designate together with an appropriate explanation, as soon as possible after receipt.

 

Hospitality received requires the host to be present; if not, the expenditure is a gift.

 

Such restrictions on accepting gifts and hospitality are consistent with Colchester’s recognition that the receipt of gifts or hospitality could compromise an employee’s duty to act in the best interests of all clients or be interpreted as bribery.

 

All monetary values specified above are in £ Sterling or the equivalent in other currencies.

 

Giving of Gifts and Providing Hospitality

 

Employees and persons associated with Colchester (i.e. individuals or firms who perform services for or on behalf of the firm) may provide reasonable hospitality to clients/prospective clients, counterparties, third party service providers and other external industry contacts, provided that both the employee and recipient are present and there is a business purpose for the entertainment.

 

The provision of cash gifts and cash equivalents (eg gift vouchers), of whatever value, is prohibited.

 

Any expenditure on gifts and hospitality in excess of £25 per person requires notification to the Compliance as soon as practicable after the expense has been incurred.

 

Colchester Global Investors | October 2022

 8

 

 

 

Any expenditure on gifts and hospitality in excess of £100 per person including business meals and sponsorship of dinners/ conferences etc, requires prior approval by the Head of Compliance or their designate. In the event that it only becomes apparent after the event that the value of the gift or hospitality is over £100 per person, post approval should be requested from the Head of Compliance, together with an appropriate explanation, as soon as possible after receipt. Repetitive gifts and hospitality given to the same person or company without justifiable explanation may lead to limitations being imposed by Compliance on future gifts and hospitality Colchester is able to provide to that person or company.

 

Any expenditure must be clearly identified in expense claims or credit card statements and the employee must provide the date, description and recipient of the gift or hospitality. Such restrictions on giving gifts and hospitality are consistent with Colchester’s recognition that any transaction that could be interpreted as bribery or the provision of gifts and hospitality to attain any business advantage will not be tolerated.

 

All monetary values specified above are in £ Sterling or the equivalent in other currencies.

 

Sponsorship

 

This involves the payment of money by Colchester in order to secure the marketing and promotion of its name, products, services or image. Sponsorship may also include the provision of services or goods for the same in return.

 

All sponsorship, regardless of value, is subject to pre approval of the Head of Compliance or their designate, such approval being conditional upon an evaluation of any potential conflict of interest or a potential breach of relevant inducement rules. This Compliance pre-approval is in addition to Business Head approval, and should be obtained prior to entering into any sponsorship agreement.

 

Examples of sponsorship include supporting a conference, seminar or other non-charitable event.

 

Policy on Gifts and Entertainment for ERISA Clients

 

The Employee Retirement Income Security Act of 1974 (“ERISA”) prohibits accepting fees, kickbacks, gifts, loans, money or anything of value given with the intent of influencing decision-making with respect to any employee benefit plan. Accepting or offering gifts, entertainment or other items may be viewed as influencing decision-making and is therefore unlawful under ERISA. Many public employee benefit plans are subject to similar restrictions.

 

Political Contributions

 

All non-US political contributions by employees in excess of £250 must be reported to Compliance prior to being made. Non-US political contributions equal to or less than £250 should be reported to the Compliance within 10 days of being made.

 

Any political contributions or fundraising activity made by employees, their spouses or dependent children to US politicians, candidates, political parties, government officials, exploratory committees, candidate committees, political committees, or party committees must be pre-cleared with the Head of Compliance to ensure no conflict of interest exists with Colchester’s clients or prospective clients.

 

Colchester Global Investors | October 2022

 9

 

 

 

Charitable Contributions

 

Any proposed charitable contribution to charities headquartered in the US to be made by employees, their spouses or dependent children, which would result in their total contribution to such charity exceeding £1 million (US$2 million) (in aggregate) in the last 12 months or exceeding £5 million (US$10 million) in the last 60 rolling calendar months (e.g., the last five years) must be pre-cleared with the Head of Compliance prior to being made.

 

j) Outside Business Activities

 

Colchester’s duties to its clients require Colchester’s employees to devote their professional attention to client interests above their own and those of other organisations. Accordingly, employees may not engage in any of the following outside business activities without prior written consent as set out below:

 

Be engaged in any other business;

 

Be employed or compensated by any other person for business-related activities;

 

Serve as an employee of another organisation (other than an affiliate of Colchester);

 

Serve as a general partner, managing member or in similar capacity with limited or general partnerships, LLCs or private funds (other than those managed by Colchester);

 

Engage in personal investment transactions to the extent that it diverts the employee’s attention from or impairs the performance of his or her duties in relation to the business of Colchester and its clients;

 

Have any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services from which the employee might benefit or appear to benefit materially; or

 

Serve on the board of directors (or in any similar capacity) of another company.

 

If an employee joins a working group, forum or a project of an investment management industry body or trade association, in furtherance of or in connection with their duties as an employee, this does not constitute an outside business activity.

 

Should an executive director wish to engage in an outside business activity, or a non-executive director wish to hold a directorship in an organisation with a predominantly commercial objective which is not part of the group with which such director is currently engaged, they must first obtain written consent from Colchester’s Board. The group is defined for the purposes of this policy as Silchester Partners Limited and its associated companies.

 

Other employees who wish to engage in an outside business activity must first obtain written consent from the Head of Compliance. The Head of Compliance will consider if the outside business interest poses a potential conflict of interest and, if so, whether the potential conflict can be effectively managed/mitigated. Additionally, the Head of Compliance may check the outside business activity with the CEO and may inform the employee’s line manager and HR. Any outside business activities relating to investment management activities or involving a client or prospective client require approval and consent from the Board.

 

On an annual basis, employees are required to sign a declaration that there have been no changes to their outside business interests over the period since their initial/last declaration. Compliance maintains a register of outside business activities.

 

Colchester Global Investors | October 2022

 10

 

 

 

5. Inside Information

 

As an institutional investment manager, Colchester and its investment personnel have investment discretion over large amounts of funds which, when invested or disinvested, could have a significant impact on the securities or foreign exchange markets, or more particularly, on the value of an individual security. Through its contacts with brokers, clients or market participants, it is possible that Colchester and its employees may obtain inside information. In these circumstances, the following prohibitions apply:

 

No employee in possession of inside information about a security shall purchase or sell the security, or procure another person to purchase or sell the security, for their account, for the account of Colchester, for any client account or for the account of anyone else.

 

Employees should not discuss investment issues with other investment management companies as this may lead to the inadvertent exchange of inside information.

 

No employee shall pass on inside information to any person outside Colchester except as required in discussions with Colchester’s professional advisors.

 

No employee shall recommend the purchase or sale of a security whilst in the possession of inside information relating to that security.

 

The overriding principle is that, under no circumstances, may an employee trade or recommend trading in any security while in possession of inside information relating to that security.

 

Colchester employees should not initiate market rumours. The discovery of any such practice will result in disciplinary action against the employee concerned (in line with documented disciplinary procedures). In the event that employees receive information which they consider to be a rumour, then this information should not be passed on to or discussed with parties outside of Colchester without emphasising that the information in question is unproven and likely to be a rumour. Rumours relating to specific securities that are likely to be traded for client accounts should be reported to Compliance.

 

6. Operational Risk Event Policy

 

On occasion, an Operational Risk Event (‘ORE’) (such as an error) may occur with respect to a separate client account or Fund transaction. For example, an erroneous purchase or sale of a security or other financial instrument (such as a spot or forward currency contract) may happen, or Colchester may inadvertently breach investment guidelines. When Colchester bears responsibility for the ORE, the firm generally seeks to place the client account or Fund concerned in a substantially similar position as it would have been in had the ORE not occurred; clients and Funds will be reimbursed for losses and should benefit from any gains resulting from such OREs.

 

In certain circumstances, Colchester may be required to obtain the consent of its regulators (which may include but are not limited to the FCA or the SEC ), an independent fiduciary on behalf of its clients, its fund regulators and/or its insurers before resolving an ORE, in particular where Colchester deems the ORE to constitute a regulatory breach. Obtaining these consents or correcting the ORE may result in, among other things, delays in placing the client account or Fund in a substantially similar position as it would have been in had the ORE not occurred, the payment of compensatory amounts and/or the suspension of the calculation of a client account’s or Fund’s net asset value.

 

Colchester Global Investors | October 2022

 11

 

 

 

Any Colchester employee who identifies an ORE must immediately bring it to the attention of the Operational Risk Team and appropriate senior managers. Together, they should decide on what corrective action to take to protect clients and minimise their loss.

 

The Operational Risk Team and/or other appropriate senior managers will, where appropriate, promptly notify a client of an ORE affecting that client’s account, and will discuss with the affected client any additional steps to correct the ORE and to prevent similar OREs in the future. OREs are also reviewed at the monthly Operational Risk Event Committee meeting.

 

7. Complaints

 

A complaint is defined as any communication (whether verbal or written), whether justified or not, that expresses concern about services provided by Colchester. Colchester will deal with any complaint received from a client or other source seriously and impartially.

 

All complaints must be passed to the Head of Compliance who will determine if it is appropriate to treat the matter as a ‘complaint’ subject to this Policy. This determination may be based on whether the complainant or the firm which the complainant represents has suffered (or may suffer) financial loss, material distress or material inconvenience. Provided it has been established that the matter is a complaint, the Head of Compliance or their designate will investigate the complaint (or ensure that the complaint is handled in an independent manner) and thereafter agree an appropriate course of action with the Chief Executive Officer of the relevant office and Compliance. All complaints will be acknowledged promptly in writing and, unless the matter can be resolved immediately, the complainant will be kept informed of the progress of their complaint. Colchester will investigate the complaint competently, diligently and impartially, and assess the complaint fairly, consistently and promptly. Within eight weeks of receipt of the complaint, Colchester will provide the complainant with a substantive response setting out whether it accepts the complaint, what redress or remedial action it will take, or whether the complaint is rejected, in which case Colchester will give the reasons why. If the complainant has not replied to Colchester’s substantive response within a further eight weeks, Colchester will treat the complaint as closed.

 

In certain circumstances, the complainant may be eligible to take their complaint to the UK Financial Ombudsman Service or equivalent body in another jurisdiction, if the complaint is not resolved to the satisfaction of the complainant. Compliance will provide those complainants who are eligible with further details of their options in this regard.

 

Compliance keeps a written record of the complaint, with details of any investigation and/or action taken, for seven years from the date of receipt of the complaint. Such records may be retained in different Group locations dependent on the Colchester Group entity against which the complaint is being made.

 

8. Training and Attestation

 

a) Training on Code of Ethics

 

Colchester believes that implementing a professional ethics training programme is essential to meeting its regulatory requirements and therefore it provides mandatory in-house ethics training to all employees on an annual basis.

 

Colchester Global Investors | October 2022

 12

 

 

 

Training is undertaken using a variety of media including in-house training sessions, online training, webinars and handouts. Training topics include a review of appropriate ethical standards, applicable jurisdictional laws and regulations relating to personal account dealing, privacy and confidentiality, conflicts of interest, conduct rules, internal controls and on-boarding procedures and market conduct, among other topics.

 

The in-house training programme (including webinars) is delivered by both the Head of Compliance (qualified Lawyer), the Money Laundering Reporting Officer (qualified lawyer) and the Senior Compliance Officer (qualified Chartered Accountant), supported by other senior members of the Legal and Compliance team on specific topics. Online regulatory training is provided by Thomson Reuters who have wide experience of providing ethics and other regulatory training solutions across the investment industry.

 

The scope of employee training is subject to annual review and modification in order to ensure compliance with the highest ethical standards and regulatory requirements. Copies of all regulatory training material and evidence of employee attendance are maintained by the Compliance Department.

 

b) Violations of Code of Ethics

 

Violations should be reported immediately in accordance with the Operational Risk Event (‘ORE’) Policy, as described above. The Head of Compliance will take steps to ensure the source of information is not disclosed other than on a need to know basis.

 

c) Employee Acceptance of Code of Ethics

 

All new employees must sign an acknowledgement that they have received and read a copy of the Compliance Manual and accompanying Global Compliance Policies, including the Code of Ethics, and that they agree to comply with these at all times. Each employee is responsible for maintaining familiarity with this Code of Ethics as it may be revised from time to time.

 

Colchester Global Investors | October 2022

 13

EX-99.B(P)(14) 17 tm2232087d1_ex99-bp14.htm EXHIBIT 99.B(P)(14)

 

Exhibit 99.B(p)(14)

 

NEUBERGER BERMAN

 

CODE OF ETHICS

 

Last Updated: 13 January 2023
Policy Owner: NB Central Compliance
Previous Versions: 30 June 2022
  31 March 2022
  18 January 2022
  26 January 2021
  January 2019
  January 2018
  January 2016
  January 2013
  May 2011

 

 

CODE OF ETHICS

 

This Code of Ethics (the “Code”) is adopted by the North-American based registered investment advisers (the “NB Advisers”)1 of Neuberger Berman Group LLC (the “Firm”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), the Neuberger Berman Group of Funds (the “NB Funds”) and any NB Adviser that serves as investment adviser or sub- adviser to the NB Funds or other non-NB Funds (collectively, the “Funds”) pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the “Company Act”).

 

Any questions relating to this document should be brought to the attention of your designated Chief Compliance Officer or the firm’s Head of Compliance, Brad E. Cetron. A list of Chief Compliance Officers and other Compliance contacts of the NB Advisers is attached here as Exhibit A.

 

By accepting employment with the Firm, you have agreed to be bound by this Code of Ethics. On an annual basis you will be required to certify in writing your understanding of, and adherence to, this Code and your intention to comply with its requirements (including any amendments).

 

 

1 Neuberger Berman Investment Advisers LLC (“NBIA”), NB Alternatives Advisers LLC (“NBAA”), Neuberger Berman Canada ULC (“NB Canada”) and Neuberger Berman BD LLC (“NBBD”). This Code also applies to Neuberger Berman Trust Company N.A. and Neuberger Berman Trust Company of Delaware N.A.

 2

 

Table of Contents

 

Statement of General Principles 4
A. General Prohibitions 5
B. Definitions 5
C. Code Policies 11
1. Covered Accounts 11
2. Initial Public Offerings 11
3. Information Barrier 11
4. Transactions in Restricted List Securities 11
5. Private Placements 12
6. Digital Assets 12
7. Dissemination of Client Information 13
8. Gifts 13
9. Related Issuer 13
10. Trading Opposite Clients 13
11. Service on a Board of Directors 14
12. Limitations on Short and Long Positions 14
13. Transactions in Shares of Funds 15
14. Transactions in Futures, Swaps, Forwards and Commodities 15
15. Sanctions 15
16. Violations 15
D. Reporting Requirements 16
1. Reports by Access Persons 16
2. Reports by Disinterested Directors/Trustees 17
3. Exceptions to Reporting Requirements 17
4. Notification of Reporting Obligations 18
E. Code Procedures 18
1. Maintenance of Covered Accounts 18
2. Pre-Clearance of Securities Transactions 18
3. Blackout Period 19
4. Price Restitution 20
5. Holding Period 21
6. Code Procedures Monitoring 22
F. NB Funds’ Ethics and Compliance Committee 23
G. Annual Report to the NB Funds’ Board 23
H. Administration 23
I. Recordkeeping 24
EXHIBIT A - Compliance Contacts 25
EXHIBIT B - Applicability of Code Procedures to Temporary Access Persons 26

 3

 

Statement of General Principles

 

The Code is designed to ensure, among other things, that employees put Client interests first and conduct their activities in a manner consistent with applicable Federal Securities Laws. The following principles shall govern the personal investment activities of all individuals subject to this Code:

 

Employees must at all times place the interests of Clients ahead of their personal interests - Client trades have priority over personal securities trades.

 

Personal securities transactions must be conducted in accordance with this Code and in such a manner as to avoid any actual, perceived or potential conflict of interest or abuse of an employee’s position of trust and responsibility.

 

Employees should not take advantage of their position to benefit themselves at the expense of any Client.

 

In personal securities investing, employees should follow a philosophy of investment rather than trading.

 

Employees must comply with applicable Federal Securities Laws.

 4

 

A.General Prohibitions

 

No person associated with the NB Advisers or the Firm, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a Client, shall:

 

Employ any device, scheme or artifice to defraud any Client;

 

Make any untrue statement of a material fact to any Client or omit to state to such Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Client;

 

Engage in any manipulative practice with respect to any Client;

 

Engage in any transaction in a security while in possession of material nonpublic information regarding the security or the issuer of the security; or

 

Engage in any transaction intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.

 

B.Definitions

 

The following words have the following meanings in this Code:

 

Access Person

a.Any employee, officer, director of any NB Adviser or NB Fund (or any company controlled by the NB Advisers) and their Immediate Family Members; and

b.Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by any NB Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the NB Fund regarding the purchase or sale of Covered Securities.

c.Any temporary employee, consultant, contractor, intern or other person who will be on the Firm’s premises for a period of ninety (90) days or more. See Exhibit B for applicability of Code Procedures to Temporary Access Persons.

 

Advisory Person

An Access Person of the NB Advisers who, in connection with his or her regular functions or duties, makes, or participates in making, recommendations regarding the purchase or sale of Covered Securities by a Related Client. The determination as to whether an individual is an Advisory Person shall be made by the Legal and Compliance Department, taking into consideration the following roles and responsibilities: Portfolio Manager, Traders, Analysts (credit/research) and any member on any of their respective teams, including Administrative Assistants.

 5

 

Beneficial Interest

An employee has a Beneficial Interest in an account if they may profit or share in the profit from transactions. In general, a person is regarded as having direct or indirect Beneficial Interest in securities held in his or her name, as well as:

 

in the name of an Immediate Family Member;

in his or her name as trustee for himself or herself or for his or her Immediate Family Member;

in a trust in which he or she has a Beneficial Interest or is the settlor with a power to revoke;

by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit;

in the form of acquisition rights of such security through the exercise of warrants, options, rights, or conversion rights;

by a partnership of which he or she is a member;

by a corporation which he or she uses as a personal trading medium;

by a holding company which he or she controls; or

any other relationship in which a person would have beneficial ownership under Rule 16a- 1(a)(2) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect Beneficial Interest shall apply to all securities which an Access Person has or acquires.

 

Any employee who wishes to disclaim a Beneficial Interest in any securities must submit a written request to the Legal and Compliance Department explaining the reasons therefore. Any disclaimers granted by the Legal and Compliance Department must be made in writing. Without limiting the foregoing, if a disclaimer is granted to any employee with respect to an account of an Immediate Family Member, the provisions of this Code applicable to such employee shall not apply to the Immediate Family Member for which such disclaimer was granted. However, if the Immediate Family Member whose account was disclaimed is also an employee of an NB Adviser, the sections of this Code applicable to employees would still be applicable to the employee’s Immediate Family Member.

 

Blind Trust

A trust in which an Access Person has Beneficial Interest or is the settlor with a power to revoke, with respect to which the Legal and Compliance Department has determined that such Access Person has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein, provided, however, that direct or indirect influence or control of such trust is held by a person or entity not associated with the Firm and not a relative of such Access Person.

 

Client

An investment advisory account, including, but not limited to, the Funds, other commingled investment vehicles and separate accounts for which any of the NB Advisers provides investment advice, management or exercises discretion.

 6

 

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Generally, any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company (Section 2(a)(9) of the Company Act).

 

Covered Account

An account held in the name of an Access Person where the Access Person has, or is deemed to have, a Beneficial Interest, including investments held outside of an account over which an Access Person has physical control, such as a stock certificate.

 

Covered Security

a.Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing;

b.Shares of any Fund; and

c.Exchange Traded Funds and closed-end funds registered under the Company Act.

 

The term Covered Security does not include:

 

a.Direct obligations of the Government of the United States, its territories or States or Related Securities thereof, (including short term debt securities that are government securities within the meaning of the law);

b.Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short- term debt instruments including repurchase agreements; and

c.Shares issued by registered open-end investment companies for which any NB Adviser does not act as investment adviser, sub-adviser or distributor provided such shares are held directly with the fund company in a mutual fund account and not in a third-party brokerage account unless the Access Person has obtained prior written approval from the Legal and Compliance Department to maintain such account.

 

De minimis Restitution

Price restitutions that result in less than $2500 collectively (which may be updated from time to time) or where the gain to be received by each underlying Client account is less than $100.

 

Digital Asset

A “Digital Asset” is an asset that is issued and/or transferred using distributed ledger or blockchain technology (“distributed ledger technology”), including, but not limited to, so-called “virtual currencies,” “coins,” and “tokens.” A particular digital asset may or may not meet the definition of “security” under the federal securities laws. Cryptocurrency is a form of digital asset. References made herein to “Digital Assets” should be construed as referring to all digital assets, including cryptocurrency (for example, Bitcoin, Ethereum and any other cryptocurrencies).

 7

 

Digital Asset Derivative

A Digital Asset Derivative is one whose value is based on or derived from the value of a Digital Asset such as options, futures and swaps on a Digital Asset.

 

Disinterested Director/Trustee

A person who serves as director/trustee of an NB Fund and is not otherwise affiliated with an NB Fund.

 

Domestic Partnership

An interpersonal relationship between two individuals who live together and share a common domestic life (“Domestic Partners”).2

 

Ethics and Compliance Committee

The Ethics and Compliance Committee of the NB Funds (except the NB Registered Private Equity Funds).

 

Exchange Traded Fund

Unit investment trusts or open-ended investment companies registered under the Company Act that trade on a national stock exchange.

 

Exempt Transactions

Transactions that may be exempt from certain provisions of the Code such as, pre-clearance, minimum holding period, or blackout periods. Exempt Transactions are not exempt from the general provisions of the Code including reporting requirements. The following have been defined as Exempt Transactions:

 

a.Transactions in Managed Accounts.

b.Transactions made automatically in accordance with a predetermined schedule and allocation, such as part of a dividend reinvestment plan (“DRIP”).

c.An involuntary purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of rights so acquired.

d.The acquisition or disposition of securities through stock dividends, stock splits, reverse stock splits, mergers, margin calls, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

e.Securities transactions effected in Blind Trusts.

f.A transaction by an NB Fund Disinterested Director/Trustee unless at the time of such transaction, the Disinterested Fund Director/Trustee, knew or should have known that, during the fifteen calendar day period immediately preceding or, after the date of the transaction by the Disinterested Director/Trustee, such security was purchased or sold by the NB Fund or was being considered for purchase or sale for Clients of the NB Adviser, provided that the foregoing does not apply if the Disinterested Fund Director/Trustee gains knowledge that such security was held by the NB Fund due to public disclosure on the NB Fund’s website of such holding.

 

 

2 The above definition is being used solely for purposes of this Code of Ethics and should not be construed as the applicable definition for other purposes (e.g., employee benefits).

 8

 

g.Transactions in the following broad-based security indices: S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average. 3

h.Other transactions designated in writing by the Legal and Compliance Department.

 

Federal Securities Laws

The Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Company Act, the Advisers Act, the Sarbanes-Oxley Act of 2002 (as applicable), Title V of the Gramm- Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

Fixed Income Advisory Person

Solely for Covered Accounts maintenance purposes, an Advisory Person who reports, directly or indirectly, to the Chief Investment Officer and Global Head of Fixed Income.

 

Fund

Any investment company, and series thereof, registered under the Company Act for which any NB Adviser is the investment manager, investment adviser, sub-adviser, administrator or distributor.

 

iCompliance

The Firm’s proprietary employee compliance dashboard managed by the Legal and Compliance Department. iCompliance facilitates the reporting and monitoring of a number of key compliance requirements including: the Firm’s annual personal securities holding affirmation; tracking of employee outside investments, outside activities, political contributions and employee licenses and registrations; and a pre-trade approval process for employee trading activity that occurs at third party broker-dealers.

 

Immediate Family Member

a.An Access Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, Domestic Partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in- law, sister-in- law, including adoptive relationships who share the same household as the Access Person or to whom the employee provides material financial support; and

b.Any other relative or person who shares the same household as the Access Person or to whom the employee provides material financial support and is deemed to be an Immediate Family Member by the Legal and Compliance Department.

 

Legal and Compliance Department

The Neuberger Berman Legal and Compliance Department.

 

 

3 Transactions involving a futures contract or swap on the broad-based security indices are prohibited.

 9

 

Limited Access Person

An Access Person’s Immediate Family Member who would otherwise be an Access Person but who is determined by the Legal and Compliance Department to be a Limited Access Person considering factors including, but not limited to, whether the Immediate Family Member shares the same household as the Access Person and is financially dependent on the Access Person.

 

Limited Access Person Account

An account in the name of a Limited Access Person held at the Firm. A Limited Access Person Account may be treated as a Managed Account at the discretion of the Legal and Compliance Department.

 

Managed Account

A Covered Account where full control and investment discretion has been delegated pursuant to an investment advisory agreement that includes the payment of a management fee to: 1) an unrelated third- party investment manager, or 2) a Neuberger Berman portfolio management team of which the employee is not a member. A Limited Access Person Account may be treated as a Managed Account at the discretion of the Legal and Compliance Department.

 

NB Advisers

The Firm’s North American-based investment advisers: Neuberger Berman Investment Advisers LLC, Neuberger Berman Canada ULC, Neuberger Berman BD LLC, NB Alternatives Advisers LLC, Neuberger Berman Trust Company N.A., Neuberger Berman Trust Company of Delaware N.A.

 

NB Closed-End Fund (“CEF”) Insider

An Access Person who is a director, officer or principal stockholder (holder of more than 10% of a class of reportable securities) of any company that has a class of equity securities registered pursuant to Section 12 of the Exchange Act and is subject to beneficial ownership reporting obligations under Section 16. Obligations apply to all insiders of the closed-end funds (“NB CEF”) as well as to NBIA and certain of its affiliated persons.

 

NB Funds

The NB Group of Funds.

 

Private Placement

An offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act.

 

Related Client

A Client account, including a proprietary account consisting of seed capital during the incubation period, for which an Advisory Person or the portfolio management team of which the Advisory Person is a member, has or is deemed to have, investment decision-making authority or is responsible for maintaining and/or reviewing information pertaining to the account.

 

Related Issuer

An issuer with respect to which an Advisory Person or their Immediate Family Member: (i) has a material business relationship with such issuer or any promoter, underwriter, officer, director, or employee of such issuer; or (ii) is an Immediate Family Member of any officer, director or senior management employee of such issuer.

 10

 

Related Security

A Related Security is one whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options and warrants.

 

Security Held or to be Acquired by a Client

Any Covered Security (or Related Security) that within the most recent fifteen (15) days:

 

is or has been held by a Client, or

is being or has been considered by a NB Adviser for purchase by such Client.

 

Trading Desk

The Neuberger Berman Trading Desk.

 

C.Code Policies

 

1.Covered Accounts

 

Access Persons who are not Advisory Persons are generally permitted to maintain their Covered Accounts at Neuberger Berman, or with prior approval from the Legal and Compliance Department, at Fidelity Investments (“Fidelity”). Advisory Persons are generally required to maintain their Covered Accounts at Neuberger Berman.4

 

Canadian Employees Only. Employees in Canada are required to maintain their Covered Accounts at RBC and to ensure that any accounts opened are added to the electronic feed between Neuberger Berman and RBC.

 

2.Initial Public Offerings

 

Access Persons are generally prohibited from acquiring direct or indirect beneficial ownership of any equity security in an initial public offering.

 

3.Information Barrier

 

The Firm has adopted Information Barrier Policies and Procedures (the “Policy”). All Access Persons are required to be familiar with the Policy and shall certify, on an annual basis, that they have read, understood and complied with the requirements of this Code and the Policy.

 

4.Transactions in Restricted List Securities

 

Access Persons may obtain material non-public information (“MNPI”) or establish special or “insider” relationships with one or more issuers of securities (e.g., the employee may become an officer or director of an issuer, a member of a creditor committee that engages in material negotiations with an issuer, and so forth). In such cases, the Access Person should keep in mind that they are subject to the Firm’s Information Barrier Policies and Procedures.

 

 

4 See Section E(1) for information related to Maintenance of Employee Covered Accounts.

 11

 

5.Private Placements

 

Access Persons may not acquire direct or indirect Beneficial Interest in any Private Placement without prior written approval from the Legal and Compliance Department and such other persons as may be required. Private Placements include, but are not limited to, any interest in a hedge fund, private equity vehicle or other similar private or limited offering investment. Pre- approval for NB-sponsored private securities transactions made through the firm’s Employee Investment Solutions (EIS) team are submitted by the Legal and Compliance Department on the employee’s behalf.

 

Approval of a Private Placement shall take into account, among other factors, whether: i) the investment opportunity should be reserved for a Client, and ii) the opportunity is being offered to the individual by virtue of his or her position with the Firm, the NB Adviser or his or her relationship with or to the Client or the issuer of the Private Placement. Additional capital investments (other than capital calls related to the initially approved investment) in a previously approved Private Placement require a new approval.

 

Advisory Persons who hold a previously approved Private Placement and are subsequently involved, or play a part in the consideration of the same Private Placement as an investment for a Related Client, must inform the Legal and Compliance Department of their personal investment (or their Immediate Family Member’s investment). The decision to invest in the Private Placement for a Related Client will be determined by the Legal and Compliance Department and other relevant parties as deemed necessary for the review process.

 

Access Persons’ private placement redemptions are subject to review and approval by the Legal and Compliance Department.

 

6.Digital Assets

 

Access Persons transacting in Digital Assets are required to disclose their coin-exchange accounts (“Digital Assets Accounts”)5 and obtain prior approval for Digital Asset transactions by submitting a pre-clearance request in iCompliance. All Digital Assets transactions executed in Digital Assets Accounts are subject to the 60 calendar day holding period.

 

Same-Day Blackout Period. An Advisory Person may not buy or sell a Digital Asset on a day during which a Related Client account executes a “buy” or “sell” order in the same Digital Asset or a Digital Asset Derivative. Purchases that occur on the same day will be required to be “broken.” Any losses will be incurred by the Advisory Person and any gains (including gains disgorged from a sale on the same day) may be donated to a charitable organization designated by the Firm.

 

 

5 For example, Coinbase, Robinhood, etc.

 12

 

Quarterly iCompliance Certification. Within 30 days of each calendar quarter-end, Access Persons are required to certify that:

i.all Digital Assets Accounts have been disclosed;

ii.Any Digital Assets transactions executed during the reporting quarter were pre-cleared; and

iii.Digital Assets transactions have complied with the required 60 calendar day holding period.

 

In addition, Advisory Persons who transact in Digital Assets for Related Client accounts are also required to provide evidence of any Digital Assets transactions executed during the reporting period.

 

7.Dissemination of Client Information

 

Access Persons are prohibited from revealing material information relating to current or anticipated investment intentions, portfolio transactions or activities of Client/Funds except to persons whose responsibilities require knowledge of such information.

 

8.Gifts

 

Access Persons are prohibited from giving or receiving any gift or other item of value to or from any one person or entity that does business with the Firm without prior approval from the Legal and Compliance Department. Generally, promotional items valued at $25 or less do not require prior approval although certain recipients may be subject to stricter gift limits under state rules or rules applicable to ERISA fiduciaries. The Firm has adopted the Gifts & Entertainment Policy and Procedures to which all employees are subject.

 

9.Related Issuer

 

Advisory Persons are required to disclose to the Legal and Compliance Department when they play a part in any consideration of an investment by a Client in a Related Issuer. The decision to purchase securities of the Related Issuer for a Client will be determined by the Legal and Compliance Department and other relevant parties as deemed necessary for the review process.

 

10.Trading Opposite Clients

 

No Advisory Person or Advisory Person of a Fund may execute transactions in a Covered Security held in a Covered Account that would be on the opposite side of any trade in a Related Client account that was executed within 5 business days prior to the trade in the Covered Account (“Opposite Side Trade”). For example, if an Advisory Person executes a purchase of shares of Company XYZ on Monday, February 1st for a Related Client account(s), that Advisory Person and their team will be prohibited from executing a sale of shares of Company XYZ for their Covered Accounts between the time when the Related Client order was submitted on Monday, February 1st through the close of trading on Monday, February 8th.

 13

 

Notwithstanding the foregoing, an Advisory Person or Advisory Person of a Fund (or their team member) may execute an Opposite Side Trade for the following reasons:

 

to capture a gain or loss for tax purposes;

the Advisory Person or Advisory Person of a Fund sold the security for the Related Client account in order to raise cash;

securities transactions effected in Blind Trusts;

securities transactions that are non-volitional on the part of the Advisory Person or Advisory Person of a Fund. Non-volitional transactions include shares obtained or redeemed through a corporate action (e.g., stock dividend) or the exercise of rights issued by an issuer pro rata to all holders of a class of securities; or

other such exceptions as may be granted by the Legal and Compliance Department.

 

11.Service on a Board of Directors

 

Access Persons are prohibited from serving on the board of directors of any public or private company without prior written approved from the Legal and Compliance Department.6

 

12.Limitations on Short and Long Positions

 

Advisory Persons are not permitted to: a) sell short any security (or Related Security) that they hold or intend to hold for a Related Client; or b) buy a long position in a security (or Related Security) if they have or intend to create a short position in the same security for a Related Client. Notwithstanding the foregoing, certain types of transactions may be permitted with prior approval from the Legal and Compliance Department and the CIO (or designee), such as

 

i.A purchase to cover an existing short position, except that if an Advisory Person intends to create a long position for a Related Client in the same security, all Related Client transactions must be completed before the Advisory Person can cover their short position.

ii.A short sale against a broad-based index. Approved broad-based indices include the S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average. Any other index must be approved by the Legal and Compliance Department before engaging in any short sales against such index.

iii.A short sale to hedge an existing security position provided the hedging activity is proportionate to the account.

iv.Any approvals granted under this section will not relieve the Advisory Person from being subject to Price Restitution.

 

 

6 Request must be made through iCompliance by completing the Outside Affiliation request form. Requirement also applies to positions held with outside companies in connection with an employee’s NB work-related responsibilities.

 14

 

13.Transactions in Shares of Funds

 

a.All trading in shares of a Fund is subject to the terms of the prospectus and the Statement of Additional Information of the Fund.

b.No Access Person may engage in excessive trading or market timing in any shares of any Fund.

 

14.Transactions in Futures, Swaps, Forwards and Commodities

 

The Firm is subject to regulatory requirements mandating the monitoring of certain financial instruments positions held by client accounts, and in some cases, employee personal accounts. To minimize the regulatory risk to the Firm and ensure the focus is on required client monitoring, Access Persons are prohibited from entering into any transaction (long or short) involving a futures contract, swap, forward contract (including currency forwards), and commodities. Access Persons who join the Firm with such holdings must close out the positions at the earliest opportunity. Adding to, or rolling such positions is not permitted.

 

15.Sanctions

 

The Firm shall have the authority to impose sanctions for violations of this Code. Such sanctions may include a letter of censure, suspension or termination of the employment of the violator, forfeiture of profits, forfeiture of personal trading privileges, forfeiture of gifts, or any other penalty deemed to be appropriate.

 

16.Violations

 

Access Persons must report apparent or suspected violations in addition to actual or known violations of the Code to the Legal and Compliance Department. Access Persons are encouraged to seek advice from the Legal and Compliance Department with respect to any action or transaction which may violate this Code and to refrain from any action or transaction which might lead to the appearance of a violation. The types of reporting that are required under this Code include:

 

Non-compliance with applicable laws, rules, and regulations;

Fraud or illegal acts involving any aspect of the Firm’s business;

Material misstatements in regulatory filings, internal books and records, client records or reports;

Activity that is harmful to clients, including fund investors; and

Deviations from required controls and procedures that safeguard clients and the Firm.

 15

 

D.Reporting Requirements7

 

1.Reports by Access Persons

 

a.Initial Disclosure

 

i.All Access Persons must disclose their Covered Accounts within 10 calendar days of becoming an Access Person. The initial holdings disclosure must include all Covered Accounts in which the Access Person has a direct or indirect Beneficial Interest. Access Persons may satisfy this requirement by providing copies of their account statements for all Covered Accounts to the Legal and Compliance Department (as applicable).

 

ii.The information provided must be current as of a date no more than 45 days prior to the date the person became an Access Person.

 

iii.Access Persons will be provided with a copy of the Code of Ethics and be required to acknowledge receipt of the Code.

 

b.Quarterly Disclosure

 

i.Within 30 days of the end of each calendar quarter, Access Persons must disclose securities transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Interest that occurred during the previous quarter. For each transaction executed during the quarter, the following information must be provided:

 

the date of the transaction;

type of transaction (buy, sell, short, cover, etc.);

name of security, exchange ticker, symbol or CUSIP number;

the number of shares, price and principal amount;

the broker, dealer or bank with, or through which, the transaction was effected; and

the interest rate and maturity date (as applicable).

 

ii.The above requirement may be satisfied if information is being received by Neuberger Berman as stated in Section D(3).

 

c.Annual Disclosure

 

i.On an annual basis, Access Persons must affirm that all Covered Accounts have been reported and are reflected in iCompliance.

 

ii.Access Persons are required to certify that they have read, understand, and complied with the Code of Ethics and the Information Barrier Policies and Procedures, and have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code.

 

 

7 All Code reporting disclosures are done through iCompliance.

 16

 

iii.The information provided must be current as of a date no more than 45 days of the date the report is submitted.

 

iv.With respect to any Blind Trust in which an Access Person has a Beneficial Interest, such Access Person must certify that they do not exert any direct or indirect influence or control over the trustee by: a) suggesting or directing any particular transactions in the account, or b) consulting with the trustee regarding the allocation of investments in the account.

 

v.With respect to any Managed Account managed by a third-party, Access Persons must certify that they do not exert any direct or indirect influence or control over the third- party manager by: a) suggesting or directing any particular transactions in the account, or b) consulting with the third-party manager regarding the allocation of investments in the account.

 

2.Reports by Disinterested Directors/Trustees

 

A director/trustee of a NB Fund who is not an “interested person” of the NB Fund within the meaning of section 2(a)(19) of the Company Act, and who would be required to make a report solely by reason of being a NB Fund director/trustee, need not make:

 

a.An initial holdings disclosure and annual holdings disclosure under Section D(1)(a) and (c) above; and

 

b.A quarterly transactions disclosure under Section D(1)(b) above, unless the director/trustee knew or, in the ordinary course of fulfilling their official duties as a NB Fund director/trustee, should have known that during the 15-day period immediately before or after the director/trustee’s transaction in a Covered Security, the NB Fund purchased or sold the Covered Security, or the NB Fund or its investment adviser considered purchasing or selling the Covered Security, provided that the foregoing does not apply if the Disinterested Fund Director/Trustee gains knowledge that such security was held by the NB Fund due to public disclosure on the NB Fund’s website of such holding.

 

3.Exceptions to Reporting Requirements

 

With regards to Section D(1)(b), Access Persons need not disclose holdings if such disclosure would duplicate information contained in trade confirmations or account statements (including electronic feeds of such information) received by Neuberger Berman. For purposes of the foregoing, the Legal and Compliance Department maintains (i) electronic records of all securities transactions effected through Neuberger Berman and Fidelity, and (ii) copies of any duplicate confirmations that have been provided to the Legal and Compliance Department, or electronic feeds received by the Legal and Compliance Department under this Code of Ethics with respect to securities transactions that, pursuant to exceptions granted by the Legal and Compliance Department, have not been effected through Neuberger Berman.

 17

 

4.Notification of Reporting Obligations

 

The Legal and Compliance Department shall identify all Access Persons who are required to make reports under the Code and inform them of their reporting obligations.

 

E.Code Procedures

 

1.Maintenance of Covered Accounts

 

a.General Rules

 

i.Access Persons who are either Fixed Income Advisory Persons or not Advisory Persons may maintain their Covered Accounts at Neuberger Berman or Fidelity. Prior written approval from the Legal and Compliance Department is required for Fidelity accounts.

 

ii.Advisory Persons, other than Fixed Income Advisory Persons, are required to maintain their Covered Accounts at Neuberger Berman.

 

iii.Limited Access Persons are not required to keep their securities accounts at Neuberger Berman or Fidelity.

 

b.Exceptions to Maintenance of Covered Accounts at Neuberger Berman or Fidelity:

 

i.Managed Accounts. Any Access Person granted approval to maintain an external Managed Account is required to direct their broker, adviser or trustee to provide duplicate copies of all trade confirmations, as well as copies of account statements to the Legal and Compliance Department.

 

ii.DRIPs established directly with the issuer that have been approved by the Legal and Compliance Department and for which duplicate copies of confirmations and periodic statements are provided.

 

iii.Other accounts as may be permitted by the Legal and Compliance Department.

 

2.Pre-Clearance of Securities Transactions

 

a.Access Persons

 

i.Access Persons are required to obtain prior approval for transactions in Covered Accounts not maintained at Neuberger Berman by submitting a pre-clearance request in iCompliance that is compared with the Firm’s Restricted List.

 18

 

ii.Access Persons are required to obtain prior approval from the Trading Desk before executing any transactions in Covered Accounts held at Neuberger Berman. Before granting approval, the Trading Desk, subject to oversight by the Legal and Compliance Department, will determine whether:

 

the employee is an Advisory Person of a Fund that is a Related Client with a pending “buy” or “sell” order in the same (or Related Security);

 

the security is on the Firm’s Restricted List(s); or

 

the transaction is de minimis

 

iii.The Legal and Compliance Department reviews transactions for required trade pre- clearance and all transactions are subject to the Price Restitution review, subject to certain exceptions (see section E(4)).

 

b.Advisory Persons

 

Advisory Persons who are members of the Firm’s Equity Research Department are subject to additional pre-approval requirements for their personal trading. Members of the Research Department should refer to the Equity Research Department’s Procedures for specific details.

 

c.NB CEF Insiders

 

Access Persons who are NB CEF Insiders must obtain prior approval from mutual fund compliance before placing any transactions in the NB CEFs.

 

d.Exceptions from Pre-clearance Requirement

 

i.Exempt Transactions

 

ii.Other securities designated in writing by the Legal and Compliance Department

 

3.Blackout Period

 

a.Same Day – Advisory Persons of a Fund

 

i.An Advisory Person of a Fund may not buy or sell a Covered Security (or a Related Security) on a day during which any Related Client executes either a “buy” or “sell” order in the same security (“Same Day Blackout Period”).

ii.Purchases that occur within the Same Day Blackout Period will be required to be “broken.” Any losses will be incurred by the Covered Account and any gains (including gains disgorged from a sale within the Same Day Blackout Period) may be donated to a charitable organization designated by the Firm.

 19

 

iii.Certain Limited Access Person Accounts may be subject to the Same Day Blackout Period.

 

b.Research Personnel

 

Advisory Persons who are members of the Firm’s Equity Research Department may be subject to a blackout period for their personal trading. Members of the Research Department should refer to the Equity Research Department’s Procedures for specific details.

 

4.Price Restitution

 

a.Same Day Price Restitution

 

i.Access Persons

 

If an Access Person purchases or sells a Covered Security in a Covered Account and a Client purchases or sells the same security during the same day, the Access Person may not receive a more favorable price than that received by the Client.

 

ii.Limited Access Persons

 

If an Advisory Person related to a Limited Access Person purchases or sells a Covered Security in the Limited Access Person Account and such Advisory Person purchases or sells the same security during the same day for a Related Client, the Limited Access Person Account may not receive a more favorable price than that received by the Related Client.

 

iii.For the avoidance of doubt, a “purchase” includes a long buy, as well as a cover short, and a “sell” includes a long sell, as well as a short sale.

 

b.Five(5)/One(1) Day Price Restitution – Advisory Persons

 

i.If an Advisory Person purchases or sells a Covered Security within five (5) business days prior, or one (1) business day subsequent to a Related Client (“5/1 Price Restitution”), the Advisory Person may not receive a more favorable price than that received by the Related Client.

 

ii.Certain Limited Access Person Accounts may be subject to the 5/1 Price Restitution.

 

iii.For the avoidance of doubt, a “purchase” includes a long buy, as well as a cover short, and a “sell” includes a long sell, as well as a short sale.

 20

 

c.Price Restitution Execution

 

i.Price restitution will generally be executed when there is a total gain of at least $2500 (which may be updated from time to time) from the difference in price received by the Access Person vs. the Related Client(s), and a gain of at least $100 to each underlying Client Account.

 

ii.With respect to the Funds, the Legal and Compliance Department reserves the right to review the individual restitutions below $2500 and may require payment of these amounts if facts and circumstances warrant.

 

iii.Where restitution is required, preference shall be to provide the economic benefit to Clients where operationally, contractually or legally permitted. Where otherwise not feasible or permitted, restitution may be made by transfer, wire or check and shall be remitted to the Firm for donation to a charitable organization designated by the Firm.

 

d.Exceptions to Price Restitution

 

i.Exempt Transactions.

 

ii.De minimis Restitution.

 

iii.Transactions in non-Covered Securities.

 

iv.Transactions arising through hedged options trading.

 

v.Transactions in the Firm’s retirement contribution program.

 

vi.Certain transactions related to the initial investment of a Related Client account or investments made as a result of additional funds contributed to an existing Related Client account communicated to the Legal and Compliance Department.

 

vii.Other exceptions designated in writing by the Legal and Compliance Department.

 

5.Holding Period

 

a.Sixty (60) Day Holding Period

 

i.All securities positions, including both long and short positions, established in any Covered Account must be held for at least 60 calendar days.8

 

ii.Access Persons are required to hold shares of any Fund for at least 60 calendar days. After the holding period has lapsed, Fund shares may be redeemed or exchanged; however, the redemption or exchange of such shares will result in a new 60-day holding period.

 

 

8 Effective February 1, 2022.

 21

 

iii.The holding period begins on the day of the transaction and is measured on a last-in, first-out (“LIFO”) basis.

 

b.Exceptions to the Holding Period

 

i.Transactions in Managed Accounts

 

ii.U.S. Treasury obligations

 

iii.Bona fide hedging transactions, identified as such to the Legal and Compliance Department prior to execution, on the following broad-based indices: S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average.

 

iv.Positions where at time of order entry, there is an expected loss of at least 10%. This exclusion does not apply to losses in options on equities.

 

v.Notwithstanding the foregoing, on a limited basis and with the prior approval of the Legal and Compliance Department and CIO (or designee), shares that have been held for at least one year may be sold even if additional shares of the same security were purchased in the last 60 calendar days.

 

vi.The 60-day holding period for Funds shall not apply to:

 

Taxable and tax-exempt money market funds;

 

Variable annuity contracts for which a Fund does not serve as the underlying investment vehicle; and

 

Shares of an investment company that are purchased through an automatic investment program or payroll deduction.

 

vii.The above exclusions shall not apply if, in the opinion of the Legal and Compliance Department, a pattern of excessive trading exists.

 

Any requests for exceptions to the above holding period must be submitted to the Legal and Compliance Department.

 

6.Code Procedures Monitoring

 

The Legal and Compliance Department will conduct post-trade monitoring of employee trades to ascertain that such trading conforms to the procedures above, and where required, that employees have obtained the necessary pre-trade approvals as may be applicable.

 22

 

F.NB Funds’ Ethics and Compliance Committee9

 

1.The Ethics and Compliance Committee shall be composed of at least two members who shall be Disinterested Director/Trustees selected by the Board of Directors/Trustees of the Company/Trust (the “Board”).

 

2.The Ethics and Compliance Committee shall consult regularly with the Legal and Compliance Department and/or the NB Funds Chief Compliance Officer and either the Committee or the Board shall meet no less frequently than annually with the Legal and Compliance Department and/or the NB Funds Chief Compliance Officer regarding the implementation of this Code. The Legal and Compliance Department shall provide the Ethics and Compliance Committee with such reports as are required herein or as are requested by the Ethics and Compliance Committee.

 

3.On a quarterly basis, i) the NB Funds’ Chief Compliance Officer reviews with the Ethics and Compliance Committee violations of the Code, if any, and ii) the Chief Compliance Officers of NBIA and NBBD provide certifications to the NB Funds’ Board with respect to whether there were any material violations of the Code.

 

G.Annual Report to the NB Funds’ Board

 

No less frequently than annually and concurrently with reports to the Board, the NB Funds Chief Compliance Officer shall furnish to the Funds, and the Board must consider a written report that:

 

describes any issues arising under this Code or procedures concerning personal investing since the last such report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations;

certifies that NBIA, the NB Funds or any NB Adviser, as applicable, have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and

identifies any recommended changes in existing restrictions or procedures based upon the fund’s experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

 

H.Administration

 

1.All Access Persons must be presented with a copy of this Code of Ethics upon commencement of employment and any amendments thereafter.

 

2.All Access Persons are required to read this Code of Ethics and to acknowledge in writing that they have read, understood and agreed to abide by this Code of Ethics, upon commencement of employment and on an annual basis thereafter. In addition, Access Persons are required to read and understand any amendments thereto.

 

 

9 The Ethics and Compliance Committee is a committee for all the NB Funds except the NB Registered Private Equity Funds. On a quarterly basis, the NB Funds’ Chief Compliance Officer reviews with the Board of Directors/Trustees of the NB Registered Private Equity Funds (“PE Funds Board”) violations of the Code, if any; and on a quarterly basis the Chief Compliance Officers of NBIA, NBAA and NBBD provide certifications to the PE Funds’ Board with respect to whether there were any material violations of the Code.

 23

 

3.All Access Persons are required to provide a list of their Covered Accounts.

 

4.Access Persons who violate the rules of this Code of Ethics are subject to sanctions, which may include censure, suspension or termination of employment.

 

5.Nothing contained in this Code of Ethics shall be interpreted as relieving any Covered Account from acting in accordance with the provisions of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of Access Persons.

 

6.If any Access Person has any question with regard to the applicability of the provisions of this Code of Ethics generally or with regard to any securities transaction, he or she should consult with the Legal and Compliance Department.

 

7.The Legal and Compliance Department may grant exceptions to the requirements of this Code based upon individual facts and circumstances. Exceptions granted will be documented and retained in accordance with record-keeping requirements. Exceptions will not serve as precedent for additional exceptions, even under similar circumstances.

 

I.Recordkeeping

 

The Firm shall maintain the following records:

 

1.A copy of this Code of Ethics and any Code of Ethics that has been in effect within the previous five years.

 

2.Any record of any violation of this Code of Ethics and any action taken as a result of the violation. These records shall be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

 

3.A copy of each report made by an Access Person as required by this Code of Ethics, including any information provided in lieu of the monthly reports. These records shall be maintained for at least five years after the end of the fiscal year in which the report is made or the information provided, the first two years in an easily accessible place.

 

4.A record of all persons, currently or within the past five years, who are or were required to make reports under this Code of Ethics, or who are or were responsible for reviewing these reports. These records shall be maintained in an easily accessible place.

 

5.A copy of each decision to approve an acquisition by an Access Person of any Private Placement. These records must be maintained for at least five years after the end of the fiscal year in which the approval is granted.

 24

 

EXHIBIT A

Compliance Contacts

 

NB Adviser Compliance Contact Contact Information
NB Alternatives Advisers LLC and Neuberger Berman Investment Advisers LLC - Alternatives Joseph Bertini, CCO (212) 476-9802
Beverly Griffith-Swan (646) 497-4402

David Leimgruber

Thomas Posella 

(212) 476-8992

(646) 497-4591

Neuberger Berman Canada ULC Viviana Beltrametti Walker, CCO (646) 497-4354
Neuberger Berman Investment Advisers LLC - Fixed Income Brian Lord, CCO (312) 325-7707
Paul Carter (312) 325-7765

Neuberger Berman Investment Advisers LLC - Equity

 

Neuberger Berman BD LLC

 

Brad Cetron, CCO (646) 497-4654
Anna Movchan (646) 497-4651
Henry Rosenberg (646) 497-4668
Joshua Blackman (646) 497-4791
Jason Hauptman (646) 497-4681
Stacy Miller (646) 497-4663
Cathy Collier (212) 476-8120
Paula Roman
Deborah Jeng

(646) 497-4667

(646) 497 4098

Neuberger Berman Investment Advisers LLC - Mutual Funds Savonne Ferguson, CCO (646) 497-4934
Chris Connor (212) 476-5430
Joelle Edwards (646) 497-4665
Noel Daugherty Alice Lam

(646) 497-4653

(646) 497-4056

Neuberger Berman Trust Company N.A. Neuberger Berman Trust Company of Delaware N.A Benedykt Szwalbenest, CCO (212) 476-9869

 

Registration Department Contacts

 

Robert Ciraola (646) 497-4656
Tara Rodrigues (646) 497-4694

 25

 

EXHIBIT B

Applicability of Code Procedures to Temporary Access Persons

 

This section describes the requirements under the Code procedures applicable to Temporary Access Persons who will be on the Firm’s premises for ninety (90) days or more and will have access to certain types of firm information. The Legal and Compliance Department reserves the right to treat persons who will be on the Firm’s premises for less than ninety (90) days as Temporary Access Persons if it deems so appropriate. Absent specific mention in this section, Temporary Access Persons are subject to all other provisions of the Code.

 

D.1.Reporting Requirements – Temporary Access Persons

 

1.Initial Disclosure

 

a.All Temporary Access Persons must disclose their Covered Accounts within 10 calendar days of becoming a Temporary Access Person. The initial holdings disclosure must include all Covered Accounts in which the Temporary Access Person has a direct or indirect Beneficial Interest. Temporary Access Persons may satisfy this requirement by providing copies of their account statements for all Covered Accounts to the Legal and Compliance Department (as applicable).

b.The information provided must be current as of a date no more than 45 days prior to the date the person became an Access Person.

c.Temporary Access Persons will be provided with a copy of the Code of Ethics and be required to acknowledge receipt of the Code.

 

2.Ongoing Disclosure

 

a.Temporary Access Persons must provide the Legal and Compliance Department with duplicate statements of all Covered Accounts disclosed, on a monthly basis (or quarterly, as may be applicable) for their duration at the Firm.

 

E.1.Maintenance of Covered Accounts

 

1.Temporary Access Persons are not required to hold their Covered Accounts at Neuberger Berman, but must either 1) direct their broker, adviser or trustee, as applicable, to provide duplicate copies of all trade confirmations, as well as copies of account statements to the Legal and Compliance Department for their duration at the Firm, or 2) provide copies of their trade confirmations and account statements to the Legal and Compliance Department.

 

E.2.Pre-Clearance of Securities Transactions

 

1.Temporary Access Persons are required to obtain prior approval for transactions in Covered Accounts by submitting a pre-clearance request in iCompliance.

 26

 

E.3.Same-Day Blackout Period

 

1.A Temporary Access Person of a Fund may not buy or sell a Covered Security (or Related Security) on a day during which any Related Client executes either a “buy” or “sell” order in the same security (“Same Day Blackout Period”).

 

2.Purchases that occur within the Same Day Blackout Period will be required to be “broken.” Any losses will be incurred by the Covered Account and any gains (including gains disgorged from a sale within the Same Day Blackout Period) may be donated to a charitable organization designated by the Firm.

 

E.4.Price Restitution

 

1.Same Day Price Restitution

 

a.If a Temporary Access Person purchases or sells a Covered Security in a Covered Account and a Client purchases or sells the same security during the same day, the Temporary Access Person may not receive a more favorable price than that received by the Client.

 

2.Five(5)/One(1) Day Price Restitution10

 

a.If a Temporary Access Person purchases or sells a Covered Security within five (5) business days prior, or one (1) business day subsequent to a Related Client (“5/1 Price Restitution”), the Temporary Access Person may not receive a more favorable price than that received by the Related Client.

 

E.5.Holding Period

 

1.Sixty (60) Day Holding Period

 

a.All securities positions, including both long and short positions, established in any Covered Account must be held for at least 60 calendar days.

 

b.Temporary Access Persons are required to hold shares of any Fund for at least 60 calendar days. After the holding period has lapsed, Fund shares may be redeemed or exchanged; however, the redemption or exchange of such shares will result in a new 60-day holding period.

 

c.The holding period begins on the day of the transaction and is measured on a last-in, first- out (“LIFO”) basis.

 

 

10 Applicable only if the Temporary Access Person is part of a portfolio management team or is otherwise involved in investment-related activities.

 27

 

E.6.Digital Assets

 

1.Temporary Access Persons transacting in Digital Assets are required to disclose their Digital Assets Accounts in iCompliance and obtain prior approval for Digital Assets transactions by submitting a pre-clearance request in iCompliance. All Digital Assets transactions executed in Digital Assets Accounts are subject to the 60 calendar day holding period.

 

2.Within 30 days of each calendar quarter-end, Temporary Access Persons are required to certify that:

i.all Digital Assets Accounts have been disclosed;

ii.Any Digital Assets transactions executed during the reporting quarter were pre-cleared; and

iii.Digital Assets transactions have complied with the required 60 calendar day holding period.

 28

EX-99.B(P)(18) 18 tm2232087d1_ex99-bp18.htm EXHIBIT 99.B(P)(18)

 

Exhibit 99.B(p)(18)

 

 

 

VIRTUS CODE OF ETHICS

 

Amended and Restated October 1, 2017

 

A message from George Aylward, President and Chief Executive Officer

 

At Virtus Investment Partners, our goal is to be a distinctive and trusted provider of asset management products and services that is profitable, growing and consistently delivers value for our clients and shareholders. In this highly competitive industry we need to distinguish Virtus through our products, our service approach, and our values in managing our company.

 

Foremost among those values is the expectation I have that each member of the Virtus team adhere to the highest standards of legal and ethical conduct in all of our business dealings.

 

By demonstrating Virtus is a company that our clients can trust with their assets, a company that our distribution partners respect, and a company that all of our stakeholders think of with admiration, we can accomplish our business goals.

 

George Aylward

President and Chief Executive Officer

Virtus Investment Partners, Inc.

 

 

 

 

Introduction

 

Each affiliated registered investment adviser and broker-dealer of Virtus Investment Partners, Inc. (“Virtus”) (each referred to herein as a Firm) has adopted this Code of Ethics (the “Code”) in accordance with applicable requirements of the Investment Advisers Act of 1940, as amended (the “Advisers Act“), and the Investment Company Act of 1940, as amended (the “Company Act”).

 

All employees are required to adhere to the letter and the spirit of this Code. Failure to adhere to this Code may result in disciplinary actions including fines, disgorgement of profits (or losses avoided), unwinding of securities transactions, curtailment of personal trading privileges and/or termination of employment. In addition, certain violations of this Code may be considered to be violations of securities laws and regulations that could result in civil and/or criminal penalties.

 

1. Standards of Conduct

 

In providing investment services to registered investment companies, institutional accounts and other clients, Virtus advisory Firms are governed by legal and fiduciary duties that mandate adherence to the highest standards of ethical conduct and integrity. Because employees may have knowledge of present or future portfolio transactions in client accounts and, in some cases, the power to influence those portfolio transactions, it is possible that an employee’s personal interests could – or could appear to – conflict with those of the Firms’ clients if the employee engages in personal transactions in securities that are eligible for investment by the Firms’ clients.

 

The procedures set forth in this Code are designed to address the potential conflicts of interest with respect to the personal investing activities of a Firms’ employees. When persons covered by the terms of this Code engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions:

 

(a)At all times, the interests of the Firms’ clients must be paramount;

 

(b)Personal transactions must be conducted consistent with this Code in a manner that avoids or mitigates any actual or potential conflict of interest;

 

(c)No inappropriate advantage should be taken of any position of trust or responsibility;

 

(d)Non-public information regarding security holdings in any client account must remain confidential; and

 

(e)Compliance with all applicable federal securities laws must be maintained.

 

In addition to the provisions of this Code, employees are responsible for compliance with other Virtus policies and procedures concerning personal conduct and conflicts of interest, including the Virtus Code of Conduct, Social Media Policy, Inside Information Policies, Pay to Play Policy, and Gifts and Entertainment Policy.

 

2

 

 

2. Persons subject to the Code

 

All employees are subject to this Code and all Virtus employees are deemed to be “Supervised Persons” within the meaning of the Advisers Act and the Company Act. Employees are further classified as Access Persons and as Advisory Persons, depending upon their access to client portfolio information and their role in managing client accounts. The reporting requirements of the Code apply to all employees. Most of the trading restrictions apply to employees who are designated as Access Persons. Certain additional restrictions apply only to those Access Persons who are also classified as Advisory Persons.

 

An employee is an Access Person if:

 

·in connection with his or her job functions or duties, the employee has access to timely, non-public information regarding a Firm’s investment management activities, client portfolio holdings and/or client trading activity;
·the employee is a director or officer of a Firm; or
·the employee is otherwise designated as such by the Compliance Department for reasons consistent with the purposes of this Code.

 

An Access Person is further classified as an Advisory Person if:

 

·in connection with his or her job functions or duties, the employee makes, recommends or implements investment decisions on behalf of client accounts managed by the Firm. Generally, portfolio managers, investment research analysts, traders and certain of their support personnel are Advisory Persons; or
·the employee is otherwise designated as such by the Compliance Department for reasons consistent with the purposes of this Code.

 

The Compliance Department will determine which employees are classified as Access and Advisory Persons and will notify employees who are so classified. Certain employees who perform services for multiple Firms (i.e., shared services) or who share office space with another Firm may be designated as Access and/or Advisory Persons of multiple Firms. In addition, the Compliance Department may determine whether any temporary employees, consultants or interns should be treated as employees under this Code and, if so, whether they should be classified as Access and/or Advisory Persons.

 

3

 

 

Employees are subject to requirements under this Code depending upon their classification:

 

REQUIREMENT ALL
EMPLOYEES
ACCESS
PERSONS
ADVISORY
PERSONS
ATTESTATION
Section 3.1
YES YES YES
REPORTABLE ACCOUNTS
Section 3.2
YES YES YES
INITIAL AND ANNUAL HOLDINGS REPORTS
Section 3.3
YES YES YES
DUPLICATE CONFIRMS AND STATEMENTS
Section 3.4
YES YES YES
QUARTERLY TRANSACTION REPORTS
Section 3.5
YES YES YES
TRADE PRECLEARANCE
Section 4
  YES YES
BLACKOUT
Section 5
    YES
OTHER TRADING RESTRICTIONS
Section 6
  YES YES
HOLDING PERIOD RULE
Section 7
  YES YES
DUTY TO REPORT VIOLATIONS
Section 9
YES YES YES

 

4

 

 

3. Reporting Requirements – All Employees

 

3.1 Attestation of Receipt, Understanding and Compliance:

 

All employees will receive a copy of the Code upon hire and, thereafter any amendments thereto, and must certify, within 10-days of joining a Firm and annually thereafter, that they have read and understood the Code and have complied with its requirements.

 

3.2 Reportable Accounts and Reportable Securities:

 

All employees must report all of their Reportable Accounts to the Compliance Department. Existing accounts must be reported promptly upon hiring; new accounts must be reported upon opening.

 

Reportable Accounts are all securities accounts (brokerage and investment accounts) that an employee has investment discretion over or receives economic benefits from, and which hold or are capable of holding Reportable Securities.

 

Reportable Securities are broadly defined and include transactions (both long and short) in the following:

 

·Shares of stocks, ADRs, and other equity securities (including any security convertible into equity securities)
·Warrants
·Bonds and notes
·Shares of exchange traded funds (ETFs)
·Shares of closed-end funds
·Options, futures and other derivatives
·Private placement securities
·Shares of open-end mutual funds managed by a Virtus Firm
·Securities acquired in an initial public offering (IPO) or a limited offering or crowdfunding.

 

The following are not considered Reportable Securities:

 

·Direct obligations of the U.S. Government
·Money market instruments and funds
·Bankers’ acceptances, certificates of deposit, commercial paper and other high quality short-term debt instruments
·Open-end mutual funds that are not managed by a Virtus Firm
·529 Plans (unless a mutual fund managed by a Virtus Firm is an investment option)
·Holdings in accounts maintained through Fidelity for the Virtus 401(k) Plan or similar Firm-sponsored retirement or benefit plans identified by the Compliance Department.

 

5

 

 

However, the following must be reported:

 

·Fidelity BrokerageLink and any other Virtus Fidelity account capable of holding Reportable Securities including, without limitation, restricted stock of Virtus.
·401(k) plans maintained with prior employers and 401(k) plans of immediate family members if such accounts have the capacity to invest in Reportable Securities.

 

Reportable Accounts include investment accounts of certain related persons including an employee’s spouse, domestic partner, minor children and step-children and other persons residing in the same household as the employee.

 

Reportable Accounts include those accounts from which an employee or immediate family member may benefit directly or indirectly, such as a family trust or partnership, or joint brokerage account.

 

Investments accounts that are capable of holding Reportable Securities are considered Reportable Accounts and must be reported even if Reportable Securities are not currently held in the account.

 

Reportable Accounts do not include Managed Accounts, although the Compliance Department may require submission of relevant transactions documentation and holdings in order to monitor the status of an account as a Managed Account. A Managed Account is an investment account from which an employee or related person benefits financially, but over which neither the employee nor related person exercises direct or indirect investment discretion. Generally, with a Managed Account a third-party, such as a broker or financial advisor, makes all investment decisions on behalf of the employee and the employee does not discuss any specific transactions for the account with the third-party manager. Designation of a Managed Account must be properly documented and approved in accordance with Compliance Department procedures.

 

3.3 Initial and Annual Holdings Reports:

 

Within ten (10) days of hire, and annually thereafter as instructed by the Compliance Department, all employees must submit a report listing all personal holdings of Reportable Securities. The information in the initial report must be current as of a date not more than forty-five (45) days prior to employment. The annual reports must be current as of December 31st of each year and submitted by January 31st of each year and shall include such information regarding the holdings as instructed by the Compliance Department. Each holdings report shall include a certification by the employee that he or she has read, understood, has complied and will continue to comply with the requirements of this Code

 

6

 

 

3.4 Duplicate Trade Confirmations and Personal Brokerage Account Statements:

 

For all Reportable Accounts, employees shall direct their brokers to provide the Compliance Department with a duplicate copy of the confirmation for each Reportable Securities transaction at the same time the broker provides the confirmation to the employee. In addition, employees shall direct their brokers to provide the Compliance Department an account statement at least quarterly for each Reportable Account. Electronic feeds arranged through the Compliance Department will satisfy these requirements.

 

3.5 Quarterly Transactions Reports:

 

Each employee must complete a quarterly report of transactions in Reportable Securities within the timeframe specified by the Compliance Department (generally 15 days after quarter-end). The Compliance Department may grant extensions in cases of hardship, illness, system unavailability or other circumstances provided that the timeframe as extended may not exceed 30 days after quarter-end. Any such extension shall not be deemed a waiver of the Code’s provisions.

 

4. Trade Preclearance – Access and Advisory Persons

 

Generally, Access and Advisory Persons may not knowingly purchase or sell a Reportable Security for their own account on any day during which any client account has a buy or sell order pending for the same security or when trading in the Reportable Security is otherwise restricted. In addition, as described in Section 5 – Blackout Rule, Advisory Persons are restricted from trading for a period before and after trades are made in the client accounts they are associated with.

 

To assist in implementing these trading restrictions, Access and Advisory Persons are required to obtain prior approval (“preclearance”) from the Compliance Department before buying or selling Reportable Securities. Access and Advisory Persons must wait for preclearance approval before placing an order for a Reportable Security with a broker. If granted, preclearance is valid through the end of the next business day (with the exception of Private Placements which are determined on a case by case basis). An order not executed within that time must be re-submitted for preclearance approval.

 

Generally, preclearance will be denied in the following circumstances:

 

·When the Firm has a pending buy or sell order for the security for a client account
·When a security is subject to a Firm-wide restriction
·Other circumstances as may be determined by the Compliance Department on a case-by-case basis consistent with the purposes of the Code.

 

7

 

 

Exceptions: Transactions in the following securities do not require preclearance:

 

·Direct obligations of the U.S. government
·High quality short-term debt instruments such as commercial paper, repurchase agreements, bankers’ acceptances and money market instruments
·Bankers’ acceptances, bank certificates of deposit (“CDs”), commercial paper, repurchase agreements and other high quality short-term debt instruments
·Open-end mutual funds and unit investment trusts invested in open-end mutual funds
·Up to 1000 shares per calendar month (in total for all accounts) in companies comprising the S&P 500 index at the time of the transaction
·Up to 1000 shares per calendar month (in total for all accounts) in exchange traded funds (ETFs) that are not advised or subadvised by a Virtus Firm
·Shares of closed-end mutual funds that are not advised or subadvised by a Virtus Firm
·Purchases pursuant to an automatic investment or dividend reinvestment plan
·Purchases upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from the issuer, and sales of such rights so acquired
·Transactions under an employee stock purchase or incentive program unless otherwise restricted
·Non-volitional transactions (such as stock splits, dividends, corporate actions, etc.)
·Transactions in Managed Accounts provided that prior to the transaction the Compliance Department has approved the classification of the account as a Managed Account
·Transactions in Virtus common or preferred securities that otherwise comply with the Virtus Policy on Inside Information Concerning Virtus’ Corporate Activities (i.e., the Trading Window policy)

 

5. Blackout Rule - Advisory Persons

 

In addition to the preclearance requirements of Section 4 above, Advisory Persons may not transact in any Reportable Security within seven calendar days before or after the client portfolio(s) they are associated with trade in that security. The seven-day period is exclusive of the execution date. The Blackout Rule does not apply to transactions in Reportable Securities that are exempt from the preclearance requirements of Section 4.

 

6. Other Restrictions

 

Access and Advisory Persons are at all times prohibited from engaging in any of the following:

 

·Purchasing single-stock futures
·Taking short positions other than on broad based indices
·Purchasing securities in an initial public offering (IPO) or Crowd Funding
·Purchasing privately placed securities or limited offerings of securities unless, in addition to compliance with preclearance procedures, the terms of such offering are reviewed and approved by the Compliance Department in advance

 

8

 

 

In no event may an Access or Advisory Person use a derivative or synthetic instrument to circumvent a restriction in the Code.

 

In addition, Advisory Persons are prohibited from engaging in any of the following:

 

·Taking a short position (including a short position on an index) that is held long in a client account of a Firm the individual is an Advisory Person of.
·Serving as a director on the board of directors of any publicly traded company absent the prior approval of the Compliance Department based on a determination that the board service will not conflict with the interests of the Virtus Firms or their clients.

 

7. Holding Period Rule

 

Unless an exception applies, Access and Advisory Persons must hold all Reportable Securities for no less than thirty (30) days, whether or not the purchase was exempt from preclearance. This holding period rule prohibits the purchase or sale of options with an expiration date that is within 30 days of the transaction date, as well as the sale of covered calls on securities held for less than 30 days. In addition, Access and Advisory Persons must comply with applicable “market timing” restrictions imposed with respect to any holdings in open-end mutual funds, including funds that are advised or subadvised by any Firm.

 

Exceptions: This Holding Period Rule does not apply with respect to the following:

 

·Transactions in open-end mutual funds that are advised or subadvised by any Firm (although “market timing” restrictions imposed by such funds must be observed)
·Transactions in shares of Virtus Investment Partners, Inc. common stock received through vesting of Restricted Stock Units (“RSUs”) grants, subject to the Virtus Trading Window policy
·Striking VRTS call options and selling the shares, where such options have been provided as grants, subject to the Virtus Trading Window policy
·Transactions in approved Managed Accounts

 

Generally, a last in first out (“LIFO”) accounting methodology will be applied for determining compliance with this holding period rule.

 

8. Duty to Report Violations

 

Employees should promptly report violations of this Code to the Compliance Department and should contact the Compliance Department promptly if they have reason to believe that a violation may have occurred or is reasonably likely to occur. Failure to report such violations is itself a violation of this Code. In the event the reported event involves a member of the Compliance Department, the report should be made directly and only to the Virtus Investment Partners, Inc. Chief Compliance Officer. In the event the reported event involves the Chief Compliance Officer, the report should be made directly and only to the Virtus Investment Partners, Inc. General Counsel. Matters may also be reported utilizing the Virtus Compliance Hotline by telephone or via the internet. Instructions for using the Hotline are available on VirtusNet.

 

9

 

 

9. Sanctions for Violations of the Code

 

In the event of a violation of the Code by any Supervised Person, the Compliance Department may impose appropriate sanctions based on consideration of the seriousness of the violation, whether the violation was willful or inadvertent, whether the Person self-reported the violation, the Person’s job function and classification as an Access or Advisory Person, and any prior violations of the Code. Sanctions may include but are not limited to the following:

 

·Verbal and/or written admonishment and training on the requirements of the Code
·Notice to the Person’s manager
·Fines and/or reversal of trades, with the fines and disgorgement of profits (or losses avoided) donated to a charity designated by the Compliance Department
·Partial or full restriction on personal trading for a period of time (which may be the remainder of the Person’s employment)
·Suspension or termination of employment.

 

10. Exceptions

 

The Compliance Department may, from time to time, grant exceptions to provisions of this Code for equitable or other reasons. The Compliance Department will maintain reasonable documentation of any such exceptions. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions or classes of transactions, and may apply to past as well as future transactions. However, no exception will be granted if the Compliance Department is aware that granting the exception is likely to result in a violation of applicable federal securities laws.

 

11. Recordkeeping Requirements

 

The Virtus Compliance Department will maintain records regarding the Code and its administration as required by Rule 204-2 of the Advisers Act and Rule 31a-2 of the Company Act. Such records will be maintained in a readily accessible place for at least five (5) years, with the first two (2) years in a Virtus Firm office. Required records include the following for the past five (5) years:

 

·A copy of each Code in effect
·Records of any violations of the Code and action taken in response thereto
·Records of Supervised Persons’ written acknowledgements of the Code
·A list of all Supervised Persons who have been required to make reports pursuant to the Code

 

10

 

 

·Records of decisions to approve transactions in private placements and the basis for such approvals
·Copies of all reports made by the chief compliance officer of each Virtus Firm and by the chief compliance officer of the Virtus Funds regarding the administration of the Code as required by the Advisers Act or the Company Act.

 

October 1, 2017

 

11

 

 

Schedule A

 

On October 1, 2017, the following entities adopted this Code of Ethics:

 

Ceredex Value Advisors LLC
Duff & Phelps Investment Management Co.
Kayne Anderson Rudnick Investment Management, LLC
Silvant Capital Management LLC
Virtus Alternative Investment Advisers, Inc.
Virtus ETF Advisers LLC and its affiliates (Virtus ETF Solutions LLC and ETF Distributors LLC)
Virtus Fund Advisers, LLC
Virtus Investment Advisers, Inc.
VP Distributors, LLC

 

On November 6, 2020, the following entity adopted this Code of Ethics:

 

NFJ Investment Group, LLC

 

On October 1, 2021, the following entity adopted this Code of Ethics:

 

Westchester Capital Management, LLC
Westchester Capital Partners, LLC

 

On July 1, 2022, the following entity adopted this Code of Ethics:

 

Virtus Fixed Income Advisers, LLC, dba:

 

Newfleet Asset Management;
Seix Investment Advisors; and
Stone Harbor Investment Partners

 

This Schedule will be updated from time to time without being considered an amendment to the Code of Ethics.

 

12

 

EX-99.B(P)(20) 19 tm2232087d1_ex99-bp20.htm EXHIBIT 99.B(P)(20)

 

Exhibit 99.B(p)(20)

 

 

 

    The reputation of a thousand years may be determined by the conduct of one hour.
    – Ancient proverb
     
    A message from our CEO
     

 

Jean M. Hynes

Chief Executive Officer

 

 

Our ability to thrive as an organization is driven by our shared values, and integrity is at the top of the list. This is reflected in our commitment to the “Client, Firm, Self” framework, through which all of our decisions should be viewed if we are to earn and maintain the trust of our clients.

 

Each and every one of us has a role to play in sustaining our clients’ trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone’s attention — your manager, the Legal and Compliance team, or any of my direct reports. But don’t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

 

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients’ trust.

 

Sincerely,

 

/s/ Jean M. Hynes

 

Jean M. Hynes

Chief Executive Officer 

 

 

Contents

 

Standards of conduct 1
Who is subject to the Code of Ethics? 1
Personal investing 2
Which types of investments and related activities are prohibited? 2
Which investment accounts must be reported? 3
What are the reporting responsibilities for all personnel? 4
What are the preclearance responsibilities for all personnel? 5
What are the additional requirements for investment professionals? 6
Gifts and entertainment 7
Outside activities 8
Client confidentiality 8
How we enforce our Code of Ethics 8
Exceptions from the Code of Ethics 9
Closing 9

 

 

Wellington Management Code of Ethics 1

 

Standards of conduct

 

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

 

1.We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.

 

2.We act with integrity and in accordance with both the letter and the spirit of the law.

Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

 

Who is subject to the Code of Ethics?

 

Our Code of Ethics applies to all employees of Wellington Management and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

 

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

 

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

 

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm’s prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.

 

For additional information regarding our Code of Ethics Policy refer to the Guide to Our Policy document available on the firm’s Intranet.

 

 

Wellington Management Code of Ethics 2

 

Personal investing

 

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

 

Which types of investments and related activities are prohibited?

 

Our Code of Ethics prohibits the following personal investments and investment-related activities:

 

Purchasing or selling the following:

 

Initial public offerings (IPOs) of any securities

 

Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled

 

Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation

 

Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting

 

Securities that are the subject of a firmwide restriction

 

Single-stock futures

 

Single-Stock ETFs (including Leveraged Single-Stock ETFs, Inverse Single-Stock ETFs, and Hedged Single- Stock ETFs)

 

Securities or financial instruments whose performance is derived from the performance of a security covered by our Code of Ethics (e.g. single stock ETFs and single stock futures)

 

Options with an expiration date that is within 60 calendar days of the transaction date (excluding shares of exchange-traded funds (ETFs))

 

Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades

 

Securities of any securities market or exchange on which the firm trades on behalf of clients

 

Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer

 

Taking a profit from any trading activity within a 60-calendar day window

 

Using a derivative instrument to circumvent a restriction in the Code of Ethics
Short-term trading
You are prohibited from taking a profit from any trading activity within a 60-calendar day window on any security that requires preclearance. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements.

 

 

Wellington Management Code of Ethics 3

 

WHICH INVESTMENT ACCOUNTS MUST BE REPORTED?

 

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,

 

AND

 

that holds or is capable of holding any of the following covered investments:

 

Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)

 

Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)

 

Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management

 

Shares of exchange-traded funds(ETFs)

 

Shares of closed-end funds

 

Options on securities

 

Securities futures

 

Interest in private placement securities (other than Wellington Management sponsored products)

 

Shares of funds managed by Wellington Management (other than money market funds) Please see Appendix A for a detailed summary of reporting requirements by security type.

 

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

 

Accounts not requiring reporting

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

 

Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee

 

Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

 

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

 

 

Wellington Management Code of Ethics 4

 

Managed account exemptions

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution.

 

Designated Brokers for US Reportable Accounts

US-based reportable accounts must be held at one or more of the brokers on the Designated Brokers List. This requirement does not apply to managed accounts that are exempt from certain provisions of the Code of Ethics, employee stock purchase and stock option plans and other accounts (including pension, retirement and compensation accounts) required to be held at a specific broker.

 

New employees must transfer all reportable accounts to a Designated Broker within 45 days from the start of their employment.

 

WHAT ARE THE REPORTING RESPONSIBILITIES FOR ALL PERSONNEL?

 

  Non-volitional transactions include:
   
  Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions
   
  Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)

Initial and annual holdings reports

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

 

 

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

 

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

 

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

 

Quarterly transactions reports

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

 

Duplicate statements and trade confirmations

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management.

 

 

Wellington Management Code of Ethics 5

 

WHAT ARE THE PRECLEARANCE RESPONSIBILITIES FOR ALL PERSONNEL?

 

Preclearance of publicly traded securities

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A. Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

 

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

 

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

 

Caution on short sales, margin transactions, and options

You may engage in short sales and margin transactions and may purchase or sell options (excluding options on ETFs) provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 7). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

 

Preclearance of private placement securities

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval maybe granted after a review of the facts and circumstances, including whether:

 

an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and

 

you are being offered the opportunity due to your employment at or association with Wellington Management.

 

Investments in our own privately offered investment vehicles (our Sponsored Products), including collective investment funds and common trust funds maintained by Wellington Trust Company, na, our hedge funds, and our non-US domiciled funds, have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

 

 

Wellington Management Code of Ethics 6

 

WHAT ARE THE ADDITIONAL REQUIREMENTS FOR INVESTMENT PROFESSIONALS?

 

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio manager, backup portfolio manager, investment team member), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

 

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

 

INVESTMENT PROFESSIONAL BLACKOUT PERIODS — You cannot buy or sell a security (excluding shares of exchange-traded funds (ETFs)) for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, you may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.

 

If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.

 

SHORT SALES BY AN INVESTMENT PROFESSIONAL— An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.

 

 

Wellington Management Code of Ethics 7

 

Gifts and entertainment

 

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, brokers/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

 

ACCEPTING GIFTS — You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

 

ACCEPTING BUSINESS MEALS — Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.

 

ACCEPTING ENTERTAINMENT OPPORTUNITIES — The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:

 

1.A representative of the hosting organization must be present;

 

2.The primary purpose of the event must be to discuss business or to build a business relationship;

 

3.You must receive prior approval from your business manager;

 

4.If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the entertainment opportunity; and

 

5.For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment ticket(s) if:

 

the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),

 

you wish to accept more than one ticket, or

 

the host has invited numerous Wellington Management representatives.

 

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

 

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present.

 

LODGING AND AIR TRAVEL — You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

 

 

Wellington Management Code of Ethics 8

 

SOLICITING GIFTS, ENTERTAINMENT OPPORTUNITIES, OR CONTRIBUTIONS — In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

 

SOURCING ENTERTAINMENT OPPORTUNITIES — You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

 

Outside activities

 

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

 

Client confidentiality

 

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

 

How we enforce our Code of Ethics

 

Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

 

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

 

Wellington Management Code of Ethics 9

 

Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

 

a warning

 

referral to your business manager and/or senior management

 

reversal of a trade or the return of a gift

 

disgorgement of profits or of the value of a gift

 

a limitation or restriction on personal investing

 

termination of employment

 

referral to civil or criminal authorities

 

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

 

Exceptions from the Code of Ethics

 

The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare.

 

Closing

 

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.

 

 

Wellington Management Code of Ethics 10

 

APPENDIX A

 

No Preclearance or Reporting Required:
Open-end investment funds not managed by Wellington Management1
Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom
Cash
Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents2
Bankers’ acceptances, CDs, commercial paper
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives
Options, forwards, and futures on commodities and foreign exchange, and associated derivatives
Transactions in approved managed accounts

 

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):
Open-end investment funds managed by Wellington Management1 (other than money market funds)
Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management
Futures and options on securities indices

Shares of exchange-traded funds (ETFs) 

Gifts of securities to you or a reportable account
Gifts of securities from you or a reportable account
Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)

 

Preclearance and Reporting of Securities Transactions Required:
Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high- quality, short-term debt instruments)
Stock (common and preferred) or other equity securities, including any security convertible into equity securities
All Closed-end funds
Unit investment trusts
American Depositary Receipts
Options on securities (but not their non-volitional exercise or expiration), excluding ETFs
Warrants
Rights

 

Prohibited Investments and Activities:
Initial public offerings (IPOs) of any securities
Single-stock futures
Single-Stock ETFs (including Leveraged Single-Stock ETFs, Inverse Single-Stock ETFs, and Hedged Single-Stock ETFs)
Securities or financial instruments whose performance is derived from the performance of a security covered by our Code of Ethics (e.g. single stock ETFs and single stock futures)
Options expiring within 60 days of purchase,
Securities being bought or sold on beha lf of c lients until one trading day after suc h buy ing or selling is completed or canceled
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
Securities on the firmwide restricted list
Profiting from any short-term (i.e., within 60 days) trading activity
Securities of broker/dealers or their affiliates with which the firm conducts business
Securities of any securities market or exchange on which the firm trades
Using a derivative instrument to circumvent the requirements of the Code of Ethics
Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer,

 

This appendix is current as of 21 September 2022 and may be amended at the discretion of the Ethics Committee.

 

1A list of funds advised or subadvised by Wellington Management (“Welling ton-Ma nag ed Funds”) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.

2If the instrument is unrated, it must be of equivalent duration and comparable quality.

 

 

 

EX-101.SCH 21 ck0000835597-20230127.xsd XBRL TAXONOMY EXTENSION SCHEMA 000001 - Document - Document and Entity Information link:presentationLink link:definitionLink link:calculationLink 020000 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020001 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020002 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020003 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020004 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020006 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020007 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020008 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020009 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020010 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020012 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020013 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020014 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020015 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020016 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020018 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020019 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020020 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020021 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020022 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020024 - Document - Risk/Return Summary {Unlabeled} - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I) link:presentationLink link:definitionLink link:calculationLink 020025 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020026 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020027 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020028 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020030 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020031 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020032 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020033 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020034 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020036 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020037 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020038 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020039 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020040 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020042 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020043 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020044 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020045 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020046 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020048 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020049 - Schedule - Annual Fund Operating Expenses link:presentationLink link:definitionLink link:calculationLink 020050 - Schedule - Expense Example {Transposed} link:presentationLink link:definitionLink link:calculationLink 020051 - Schedule - Annual Total Returns [Bar Chart] link:presentationLink link:definitionLink link:calculationLink 020052 - Schedule - Average Annual Returns {Transposed} link:presentationLink link:definitionLink link:calculationLink 020005 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020011 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020017 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020023 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) link:presentationLink link:definitionLink link:calculationLink 020029 - Disclosure - Risk/Return Detail Data {Elements} - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I) link:presentationLink link:definitionLink link:calculationLink 020035 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020041 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020047 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink 020053 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 22 ck0000835597-20230127_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 23 ck0000835597-20230127_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 24 ck0000835597-20230127_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 25 ck0000835597-20230127_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE GRAPHIC 26 tm229726d1_ex99-bp3img001.jpg GRAPHIC begin 644 tm229726d1_ex99-bp3img001.jpg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end GRAPHIC 27 tm229726d1_ex99-bp2img001.jpg GRAPHIC begin 644 tm229726d1_ex99-bp2img001.jpg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
  •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end GRAPHIC 28 tm2232087d1_trnsltrimg001.jpg GRAPHIC begin 644 tm2232087d1_trnsltrimg001.jpg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end GRAPHIC 29 tm2232087d1_trnsltrimg002.jpg GRAPHIC begin 644 tm2232087d1_trnsltrimg002.jpg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end GRAPHIC 30 tm2232087d1_trnsltrimg003.jpg GRAPHIC begin 644 tm2232087d1_trnsltrimg003.jpg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end GRAPHIC 31 tm2232087d1_ex-iimg001.jpg GRAPHIC begin 644 tm2232087d1_ex-iimg001.jpg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tm2232087d1_ex-iimg002.jpg GRAPHIC begin 644 tm2232087d1_ex-iimg002.jpg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end GRAPHIC 33 tm2232087d1_ex-iimg003.jpg GRAPHIC begin 644 tm2232087d1_ex-iimg003.jpg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end GRAPHIC 34 tm2232087d1_ex-p5img001.jpg GRAPHIC begin 644 tm2232087d1_ex-p5img001.jpg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end GRAPHIC 35 tm2232087d1_ex-p8img001.jpg GRAPHIC begin 644 tm2232087d1_ex-p8img001.jpg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end GRAPHIC 36 tm2232087d1_ex-p8img002.jpg GRAPHIC begin 644 tm2232087d1_ex-p8img002.jpg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tm2232087d1_ex-p8img003.jpg GRAPHIC begin 644 tm2232087d1_ex-p8img003.jpg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end GRAPHIC 38 tm2232087d1_ex-p20img001.jpg GRAPHIC begin 644 tm2232087d1_ex-p20img001.jpg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end GRAPHIC 39 tm2232087d1_ex-p20img002.jpg GRAPHIC begin 644 tm2232087d1_ex-p20img002.jpg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tm2232087d1_ex-p20img003.jpg GRAPHIC begin 644 tm2232087d1_ex-p20img003.jpg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end GRAPHIC 41 tm2232087d1_ex99-bp6img001.jpg GRAPHIC begin 644 tm2232087d1_ex99-bp6img001.jpg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end GRAPHIC 42 tm2232087d1_ex99-bp6img002.jpg GRAPHIC begin 644 tm2232087d1_ex99-bp6img002.jpg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

    $&\!6GA>]\/:TD%M!?/>76NJWBJRN=1:*T#P7]S<>5]A'D% M6:_X5QXWP_%M:GEOBME?B7P/6H\V;U<76PD\[P M8K"PJNE6J1JT7)RY*4:T3YOQ>J^'L^#IT\[\(DLDP>#RW%8O(\= M%8RC'&.IGF50AP_&*P'UB=%UHPE.JHTJ?-5J4CXIHIB1"%8XAG,<2K+AKZ9/ MM#2S3R[;JZ_<3_ZY,BT $?'F??CI]?TV?R!/VGM5[/\ @:\WW/E_'E_JP444 M4%A1110 4444 %%%% !1110!')V_'^E1U8HJH?$OG^0%>BI).WX_TJ.M@"BB MB@".3M^/]*CJQ10!7HJ23M^/]*CH **** "BBB@ HHHH ****"H?$OG^0444 M4&P4HZ#_ 'T_G24HZ#_?3^=*7POUA_Z=PYIA_P#>L'_V&8?\\0#=3]3_ #HH M;J?J?YT5^18W_?<;_P!AF,_]2\4?:83_ '3"?]@F%_\ 4;#&/V/_ %UG_P#1 MSTE./W8_]UO_ $;)3:_8/^7-7_L9_P#NFC\[H?PZ'_8)6_\ 4V04445)H%%% M% !1110 4444 %%%% !114D??\/ZU<)--I;SA4I?^#82IO\ "94(J4X\VT91 MJ?\ @MJHOQB1X=RL48E+RR6ZQ^1-Y4\LS7=O%%;1_P![S&E,S>GV8=2:_N2_ MX)9?&S2/C9^Q=\)Y+>[BN=9^&6@:?\+?$T!F6:XL]0\#6\6C:7>7FX_*^L>& M[+1/$R9PI35 3A@/X=,!GB 8)(LBR*W\11,^8B^[[E!^E?=7["W[<7CW]BC MXC3:MI5K<^(_AKXKDMK7QY\/[B1+634(8)+@Z;JFC7I5A%KNF1WVJ_V=;W>W M2;M;RY74)(GCLY%_&/&KPXK^('"5++LEBYY[PZY8_!TM%[=0ESXBAS2TC[2A M&33;2YH14O=DVOW#P!\1\-X9\;5,?GL_9Y!Q&ZE#&U+7]FH4*CH5+=>7$*E= M=4W;6Q]*?\%A/V1O&?P=_:(\7?&_2?#MS>?"'XMZC'XH7Q'96(FTCPKXPOTM MH?$&A:]J'']F/=:__:/B#1GP!=-K6I+PUJX7\G= T/7?$FO:5X=\-Z7JFM:_ MK>H6>EZ/I^D0?VKKFHZK>7=M'#!I\'_+]>W$[VT5C/G_ $&P;5CTGK^[?X&_ MME?LO_M3^%K:/P=X^\&Z]>ZW:I9:O\._%UQH5EXQ3-/!_PV^"?P>N9H2VK>*]!\&> M"/ L-PDTC22#4=8L=+L(Y!(V\N]U/.R[Y&4J9)-WX-PS](3/N!N':7"7$7 ^ M)Q.<95[7"Y5F6&Q%3!XW#UJ,72HO^%.I4A)J%.M1@JOUNDYX=(F&RC)N(X4ZV:4L10CB\)3I1<:T\1K4IPI3PS3KT:U25-X2 MM&.( _!'[1OPC\)>*?B7?:)-KOCO7M,DU?0O$6 MBZOKFIIJZ^'-.\9>$]3TOQ"ECX4@MM,T2&VCNI;&.XTB;)+BUU'P3K6CZAXL@758]-M+J=$U M_1+Y-NH7VHWJ!1YSPN29OWC_ &]O^"N'PL^&?@O6/AK^S3XMTKXA?%_5X[CP M^?&/ALG6O 7P_>YMGAN]0BU2)&TOQ'KL44D\6G:1I,[F.827=P_EVD<;_P G M-UWEQ*\]VMUJTEU*_GNNH7ES*9%GO2/\ 3KL337TT^J]+A=2BL_\ MF&5^B^!N0^(V?8SB[C+C7,.),!EW%>"Q]'+LMS"G56#JU,93KM>TRFK.^1T$ MJL%AJWLJ:Q,N2C&,8U>5_G7T@\T\,D.^TD;KB31-7&.PMP<98U^ MJ7QX_;._9(_84^'D7A;2M4\'6^H^&-)BM/!/P*^&ESI!U><+%=Q:;;ZA::8+ MB/PGH]S?*?[4\2ZBJPHV^29[FYG,,_\ '7^T3\??'?[2'Q<\6?&?X@7*S:[X M@N#]FTJQNVBLM#T'3/,ETGPKI5O(6D@73)OLHNW=V:\DD2^=BUQD_5\ 87._ M$KQ=S7QGQ^4?ZL9+@J6(6%)M+^)7P.^%'C2SF$]IXU^&W@G758'ECKGAK1[]<'L3 M-)&6QG&X \U_ M\9/ _B'X7_ !6^(?@+Q/:SZ=KO@OQIXGT&^BF93$)+>[U+ M[!+"W0K/:7ZL2#@@+CH*_=O_ ()/_P#!2KP+\/O!>E?LM_'G6K#PGIN@WYC^ M%GQ#U&[AM=#?2=19M3N?#GBC6YY8HM$N;?5;Z:/1[N7;#,3=I-<0"WB8?L_\ M7_V0/V//VE9M(^)7Q8^&O@3QS+;:=!>0^.[?Q!JNBQZAI5JS201ZKK_AC7]$ MA\2:9:(,12ZX^I6*VKR)'% DDP?YG(,XS+Z//B/QMEO$O"KSC!9U7IPPN(DN M53_L;%UL5@ZE*6YC4CB_>PU',:V0O(J^$M2MOA[X#;Q#J,7P\%I=^ O#EM%K6F:-:Z%%K&DHVB:C MJ<\E]/+=K87EU=6IM#_::QS7$+M^*O\ P<#D'QG^S3%+&-I\*_$J&6(X-G:V M-UK7@NTAO&Q_$EPZ_@XZ]:RX,XHQ?$WTB,EXGQM-Y.L\K9G/#X*2UA@5P]F2 MY$VDW*6$HUI34;)I=W][DA-:.Z7Z7_P#!'_Q+I_B;]@KX4P6UU%)>^&=6\<:# MK=O;JC>5J MS:C8EH+2 -]@'"MG/P'_ ,$OO^"@4?[('C'Q#X#^)7I6IZ5!<1Z3?P2_TT>- M?A=^QE^WAX.T+5]>L/AY\>/#MK"\VB>(O#7BAY=7\/6MQ]D\ZRL/&'P_US1/ M%FDQRRVT3ZCI8UFWDGF7[/JD(-M#''S\7"ZW$GA_Q/6K8O M)))58^U52M/$UW3JPQ>!ISG1/#OB#,/$+P0X>X1X MXWP_#'B-PG@LDP&:3JK%6PZRI9CAU":P&$QN*]G5IYG27-2PM:+G%>WY*?/, M_(+X)_\ !2K_ (*E_M#:!XL\2?!/]FGX!>._#W@G4;;2M>U2RT?7=+A6[GCE MD$-E;:_\?-.O=29VAD4II%OJ+P&-/MB1&>U\W\\/^"BW[3/[8/QHO?AWX%_: MV^"WA?X.:AX0N-&X-=M=<31Q?R1WWBGQ)XCL-;_ +.?1-/& M[0KI%L3?,+XR_:[+R_Z?_$/Q!_8Y_P""?7PMC\.1WW@+X1^%-+M;F\TOP5I& MHVEQXFUR[5HWEET[1+C4M5\0>(-1O]R0MJ=_<7-SYDL(N;I5E)/\>_[:7[5/ MB']K_P".>O\ Q5U6UN-%T$0PZ%X#\*3%&;PSX/T]Y?L%I>&-4CCUJ^GDNM3U M>W1$6"2ZMP% ; ^[\'*F4\4<=XW/^&/#3@_A_@_*OK"R?-G*N^(\'7Q&%K8: M<,'.?$^/I5Z]>%2K2QWLL#B(4<+5J0=2$_?C\9XR?VUP7P#0R?BSQ8XPXEX\ MQ\,-_:F1Q_LU<,XZE'%T:D9XF.*X:R_.(4*$4L3@W1QE*I/%4J4JL94.>-3Y M-!9HX7?[SQ!N/N[#+*$V_D<_A7H_P=\66G@'XM_"_P #_ (A^#/$] MY+_F_/^S%S],UYQ2Y 28L?ECA>5!LSFX!6*)/,_P"6?VN.:?3< M]_M^?X:_K>I1CB:&*PDJBI+&X+&X%3>J4\=A*^$A%I[J^F7XO+,'CF)CC!K^D+_ ()K M?\%5/ .C_#W0_P!GO]IK73X8O?"MA%H?@KXFWUP[>%=1\,VAC%EI?B'6[=<^ M&)O#H>WT&UU"_8:=)%:R?:+BT%H#-^K/CG]C+]AG]K/5]'^*_B+X;^ _B+J5 MX$NXO&O@OQ+?Z7;^(&\J+:VKZO\ #OQ%H]OXJ7:)5#ZT-366-Y5D58Y&$O\ M"_#/$&;_ $%\XRY<6Y!A\YI9KD^8-O"RR_B'#Y7 MA,ZCB81BZG^R9ME:QF&G:2=2C&#E>R7Y,_\ ! ;X8:_!=?'3XP7EC/+8#?;\#.&QA_\ !?\ \;6E_KW[ M.?PL"0W&KZ;I_C7QCJT,6W_1M-UR_P!&TO1)'*DC?<2^%-7&W@@0 \%CG]6/ MCG^V=^R3^PI\/HO"VE:IX/M]1\,:0EKX*^!7PTDTB75Y@L-Y%IEOJ%EIB7,7 MA/1[F^!_M3Q)J2I"C;I96NKJ8PS?QU_M$_'7QW^TQ\5_%?QA^(5TLNM^([MX MK73K7?'IGAS1;(2KI?AK3[>5GD@&E12E;AY&=[R29;YV)N6-?5^'F!S_ ,4/ M&+,?&'%9'_J]E&&52&&A*-EF-.OE]?+*4:32BYJ+K?6ZLVG%U'RTY225OF/$ M+->'?!_P0H^#F79]D/$/$V*II5%@9Q]OELZ6/PN88EPIQ<[-TZ-6@E*2DJ3J M2FE)\J_J._X(511Q_L9ZH(_NGXS^.' _N[M/T$'WZ+W]Z_$__@MII277[>?B M^1Y/+SX ^'&.#\V="Y_+'ZU^V_\ P0S4)^QOJ@'\?QH\:?DND^'R?IU]3UX% M?C/_ ,%HN/V[?&'_ &(/PW_702:SX%I;_P 7]N\53_)W/QS_ +!/_+"XS_>_<&7_ '?]WO\ 7\*/^$>N M'*J9XN?,_P!9#Y/2"7.W^][^G'J*["@_=/\ O0_^CXJ_L*2NK=W;[U-?J?Q+ M2_WC"?\ 8;@__4JD?U=_\$![1[+]DSXHPN\;D?M!Z_@Q]!_Q;+X=]??I^&*_ M-?\ X. X7F_:P^&6Q)'V_ W3,^7CC/COQSC.?7!Q]#7Z9_\ !!U@/V5?B4I* MC?\ M!^)5^<$!@WP_P# P9 X&%=N"@SE]I !QD?JUXZ^ 'P*^*>L6^N_%#X- M?"WX@ZY;V2Z?::GX[^'GAGQ=J5I9175VXM(K[7=/OY$@623.V$JK\,VX"/;_ M )]9WQ?0\//I$\69]B:4J-;/Z,L$IQIJH\1DO#%!2E*<9)*DY>U?NN3Y4 MDM3_ $>X.X/Q7'?T6^&.%L%F&"RK$9KA,*J>.S&.,GA*'U/CSB'&S]I' 2IX MIRJPP\J5'V4XVK3ASWIJ2?\ G1Z=<:OHU_8ZII-WJ.BZIIU]9WNEZU97]YI] M[I>IQ7,<=C?VEUI>=3LI[*:87T>IVF!8M:CS3^_CK^T7_@BS\4/C9\5?V2=2 MUCXSZKXF\1?V%X]U/PY\._$_C!;I]:O? ^F^&M$:!)M1U0_VGK<.DZU/K6E0 M:O>KF\2W 0LL+@?=D?[&W[(MG/;W:?LN_L[)(+Q[)(O+T[0O"MG<3W%R[1R);Q^39P16QFAB=D2<%=?$?QDP7B?E.5 MY!EO",&C@,4JKQ2Q]6KA>6E%NI2<_? MC55/V353E3_FI_X. _"7AK2_VC_A%XGTT"U\0^+/A1)#XEB QYL/AOQ?>)H] M[W&ZY&J:E$QZEK8EN37[H_\ !*"Y5_\ @GW^SJ;?RI=WAOQ+.V_.\X^('BZW MF"#?#UR4:'1 M?!&EBXM[/3-1*!436M4FNKC5-4@4 0R3PX'S5^T__!'?]N/X6^'OA59_LO?% MCQ?I?@7Q'X9U?6+GX>ZKXHOK/1?#GB#1_%;#Q!J&C6FLZ@8K"&_TSQ%?ZC#' M937"W5^+Z-=/BDD@F _0..O#SBS"?1WX'R5X'&8_B3@^CD>;<087!1<\5++L M4LW2G",8SE*-*%3GK1A&4O9<]D[-Q_.^!_$KA#&_2ASK.\.L-4X>XORG$Y9D MN<8JT<-]9PV!X,GB8U'/2*KQ3A37&KP/OP=JFE?!7X^ M>-[BSGMM-\8_$K1=.TF5RIM[H>%-*U!;E[1 2VQ7UJ$.Q'S$J!G:L[=SXYOM:+: R6FFZ_XBT'Q'X7 MEUO05CA9K>P\2W.H>'7@>7%DZ74IDM_LY?M#_LU>+?%?B?X!?LWS>&+OPW\& M/!VCWFHWO@'3[&V^'VF-?ZA?:?INC^'[O2K>VT35+F/^SM2GU:XTB.:T4O:' M[;<232+#\!Q%XI_ZR>#CX(R'AS/\&L#A,)#B'&XYR>!A]0Q6#J2FERW_ 'N) MP]*%)59Q<7/E49N*:_1,D\'(<.^-V.\1,\XNX?AE&*XBS/%<$9'@_=QM7$9A MD^88?%0U=N:AA<1B:U54^=.%-RYHIV/P#_X.%T'_ OSX"\,QD^%6J[ #>;5 MN9/&FH)"RQ6G_'QD M:#XI6VGU/0?%=KX2\->&O%^FV<%UJ%I:33M:T_5K#6 MUCGGMK R/J:[?IC_ (."M,^W?'#X'N99(D3X5:^P9)O)^S"3Q;,?[2@'\6HV MZ7#Q6/I]IN/6OIS_ ();?\%-/AO%\,-!_9__ &D/&6G> O%W@NV@T#P'X\\2 M77V+P[XF\)6<7E:;IVI>([D)I.A>(/#%MN\,R'4[NUCNTTUFM6,T5PLOZ5EN M8<4Y?X <.U>'LARSB7+(U:[SW*,UR^>;82O1_M?.?WDLMCIB5AIWKN_O4)T: M6)A_"J6_->*,KX-S7Z2_%F&XDXRS'AC'U'D2RC-V\(>,5U0QW1OFAA:UN?&]A8VY>/4-/N-3@O9([?\ ^%=9TCQ7IFGV5[I>N6-A:W-WIFHIIFI:O M830?9[S3X9A:75Q&5N(U;&[:/-?B-_P3U_8/_:<\0CXK>+O@WX&\6Z[JTLUW M=^)O!'B3Q#X7MO$=S=&"34+GQ!P1W,+'^?^(\=P!Q'EV PG!G!N:)7"69XW%\9> M(V69WX?8>DZ].KC\O^L9V\)&-\/+^VH.G3C>?LO:N4*BK4W*G&SGS'\PW_!4 MKX*>#_@9^U[XVT#P'9VVE>&/%>B:#\0-/T*T18[;0)/$MIJ8U32[.)0%BT\: MY8ZK?VD:@*AOIE7@"OZ4_P#@E BI^P5\"6 ^:2W\>.QSW'Q.\:1A<=L!,^^X M5_'7^U;^T_XW_:;^/'CKXTZ[IUSI%MXJU&2+PWX7NFC>;P?X.T:RDT7P]X5H_F%_X*1?\GO?M'?\ 8Z6__IHT>O[&_P!D7_DUS]G/_LAWPH_]172Z_CD_ MX*1?\GO?M'?]CI;_ /IHT>O[&_V1?^37/V<_^R'?"C_U%=+KS?'/_DT?A7ZX M#_U@^'3W/ 7_ )2.\=?\7$/_ *WE0_A>^-__ "6WXO\ _95OB!_ZEFJ5_3Q_ MP0PPW[)/C5"?^:U^(I,8Z[/"O@%>O;B0_P"17\P_QO\ ^2V_%_\ [*M\0/\ MU+-4K^G?_@ACA?V2?&TA_A^-'B11CU?PM\/_ ,N%/I7W_CC%2\#,EBW;FK\* MQ7K+)^5?C(_*O KD_P")BL]<_AC@^.)/UCB<5*/_ )-&)^5G_!9NX^P?MR-/ MNC'V?X=?#BY D[/:ZO=WL<@Z?ZN2%">G4=N*_JUTK6SXC^'ND^,/!B66IMK' M@BW\0^$9+NVEN+2^-[HMQJ>@QW*PLLHMYKN:PN)5CFAF:-,0RHY)K^4'_@M> M<_MM:BW\"_"SP4) 5_Y8N^L032+(?]7]DBD>_O<8W:-9ZL1]W!^U/^"7G_!3 M'P'H'P[TC]G#]H;Q9:>";_PA&VE?#;XAZWJ5A!X3G\,0R(^F>'M?UW48SIOA MVZ\/>8-.T&YUJ2/2[C1H].@>:.[6UCN/S;CO@S.^*? SPFS;+S49NI]7ITYUIQBG/V:DX)\K:_6N$./,DX4^DOXW91Q/ MCZ66_P"MN88*AEN,K248TZ^$RC*982,).Z]O5J.G#"IZ/%>P6\CYSUC_ (+? M?ME:#J.K:%J'PP_9\T?5M)U6_P!*U73)O!?Q(GO;#5]+O;^VU&PFAC^*ME<7 MLMF]A<6N^U@*QR0,TP598E/U?X/_ &V/^"NWQ"\$>&/BCX,_9'^#_BOP9XJT MF36_#FIZ5H.K37-_I#O!'NETQ_C4-;TR0XD=+:YM)+O44?\ XE\0:UFS^FGC MC]BG]C/]H;Q79_&CQ?\ "7P/X]\2RB.\/BC2-8U>WT/Q(2+:19_$4/A;7M(\ M._$"S5H4V_\ "5V>M//&'\K;:2*&\M_:X_X*!_ ']D3P+?Z#X3UGP=XO^)6E MZ,-'\%?"CP;J%C):Z7#O!O U>(95L/@\P695<;5PM7&5%3I1FE'%472=+$2C7C.HJ M27L5%TU*2=/[3$<&^(>38WB;B'C_ ,>LPX>X1ITWC\GA@ZF6X'/:6!A-U?99 MO5S&@\'B*%6CR8:A@>1SS"I7IX&G)5<1%O\ EX^.&J?M(?MA?M+>)KSQ/\&] M5M_CAJ+:/X?UGX9>!/ GB[2[S2X?"FBZ7HJZA=Z'K5_?^*=.TU)K5WN-3URZ M?PO*0DDK,L:FOT7\$_'W_@JI^P?\*[+Q%\6_ADOB/X'^&M2TG084^)]YX9U/ M5= MYY2+6QTJZ\+:Q8>.]-M[N.W6V2XU73-<\':?!;*L5M$#)YOY7_##]I?X ME_#?]HS2?VF;'47UKX@6WCN[\9ZJMY=K--XK&KR,OB33-6U5@5MX/$/A]M0\ M.?:R"+>SAL%(_>X/]>GP2_:Z_9,_;2^'$GA\>)_ VJ+XBT5K+Q9\'OB#/I$. MIP0LD)OK./PA?QPRZSIVGS2I86>MZCPOC9+ACA99OD-"4I8&O.6 A/$YC1 ME5IJIBN&H*U"@Y8II0C)KX9^%?\ P75^#WB.?2=+^+OP?\=> ;R_U"#2YM6\ M*ZAX8^(GAFT\^2&.&\U+4M0_X0#5K73GC,C7DNG^%[ZSM5"^7=W!8R5^FG[7 MWP3\$_M$?L^^/O!/C#2+'44/A#6]8\-:V\!\WPUXJM-$N;W0O$&C7[$FR6WU M&UB2Z6-Y@871)9!@&O,M"_X)R_L)_"[Q,/B5I'P/\'Z1JVE7BZDFI>(_%OB_ M7?#FCWYFM&@U*U\+^+O$FO\ A'3;NV"(^G746BVTFF %K6:S$AE'QU_P46_X M*7_B M"TDN= O/$:1,]G9:3IM_>76FW2ROJD&FL]G%<_SG6H\-\8\5\-R\'>%^.\EK MPQ^%>8TLVG&MB(^QK4:^->3RHW<<.L%'$QJ\]6\Z%1KD5K2_IS U^*."^%.* MWX^\7>&^>93++\9'+:F$R!PQ]?!5*%:E&EFN1U)2_P!9Z]64\.I4*=+FJU;U M+JSE'^=']GOX)_M-?%#7;?Q-^SIX ^(.O:YX3O+;6+?Q+X'CN-.L?#VM6]Y# MJ$2IXS4+;6>I7&G7<%W;P/<6]Y>DSK9,5ANBG[#2?\%)/^"@?[%%WX/\'?M: M_!GPQXK77-"DUK0;[5[[1O#/C+7-#MKN2U9;OQ)X-\0>+O#$NIZ=YD"W[7?A MR+Q"[7$,NMKY\\4K? ?_ 3C_;:?]C#XLWTGBA=2U#X2>/+*STKXAZ;;6:7F ML>'Y=-O+B;3?%MM!"DFI7E]I#ZWJIO=+T]"U_#XAC,FU[:W8?U'7$/[''[>W M@FUM;YOA7\=O#) FTNUDU2*Z\0^&YUCMY;ZSB%O>Z7XQ\*:UC[,VL64$^F75 MN\=@]VA'D!?W?QBSZOE/$N7X'CGPZI9KP+2R_#1P.-A3JPXF?+1H*O['&<\: M="K'$>TJ8F$VZ4\)S.'+54IK^;/ CAO+L]X=SS,> /$6KX?^)5;-<9+,8 MPI<,9K4G7KRR>KB,CE.,\QC#AYJKAL32YY9%BE2RR>'Q,*+P];Y__9-_X*P? M!']J;Q[H/PI7P=XS\!?$K7M.OK_3K35[*UUKPQ='2;:;4M2L;#Q/:S++/)!8 MV\\@-SHNGLY9#$LQ\TQ>*_\ !;SX(>"-?_9[LOCO_9FGV'Q#^'GB?PYHW_"2 MP6R1ZAJ/A'Q7->Z+=^'[V[V![NW74-6,MFCN5M6N;L*B-/(6^Y/AY^S'^Q=^ MQ9_:7C_PKX0^'GP>E2TNC=^/?&?C+4+N[M]*DDB:_LD\:_%'7M6N=)L9Y1:# M4K?2M75Y$%JDL>%M%K\)/^"K_P#P42\&?M&QZ1\!O@G?2ZY\/?#.NP^(/&?C ME(YH-*\3ZQI\BQ:=8>'H+V&&\NM,T>*6>3_A(%SIVNR:HG]GM)'ISRR?DG"> M4X3B'Q/RW,_"')>)VQ+O3J?A[ELLK+M>(M',/^>5R6:62VZ_\L(9;<^O[ MSFEI6 5O+QQ$#&K?WHR[RI^7FG\Z2O\ 0RK[%SA&E_O%##48XW_KYRPB_P#R M<_S"I4X2H4\0_P"%5PV32P/_ %[>73_'V;84445F6%%%% !1110 4444 %%% M% !1110 4444 1R=OQ_I4=6**J'Q+Y_D!7HJ23M^/]*CK8 J.3M^/]*DHH K MT5))V_'^E1T %%%% !1110 4444 %%%% !2CH/\ ?3^=)2CH/]]/YTI?"_6' M_IW#FV%_WS!?]AE#_P!V ;J?J?YT4-U/U/\ .BOR+&_[[C?^PS&?^I>*/NL) M_NF$_P"P3"_^HV&,VX_UB_[A_P#1TU05MAL*X_O2SC\IG_QJA/;[\MZ9/Y]O MKQQUK]@_Y<8Q^N?8^E $=21;]PV?C_3 M^OXXJQ'!UY]._P!?:I-FSOU_I^ ]:"H?$OG^17*.[-O.,8Q^.<]CZ#\7&(<=#QQ_GVI*W%3S(P,=1[=\^ MM9\]CL^;US^@Z<>YXX]>*F=#DBY6VMT[NW9=S.%?GDHWWOU[*_=]BG13%&"P M],?UI]9P^)?/\C8****V)G\+^7YA11109PER24NU_P 5;R[A1110;?6?/\?_ M +8**** ^L^?X_\ VP4445,_A?R_,/K/G^/_ -L%%%%8E0K\\E&^]^O97[OL M%%%%!L%%%% !1110 4444 %%%% !1110 4444 %%%% !4DI>Q_Z MZS_^CGI*_8/^7-7_ +&?_NFC\\H?PZ'_ &"5O_4V1%+%YBY_N9_\>_KQQUK- M88)'I6OC/'KQ^=5Y[;;L.<;MQZ_[OM[],#_"30SZDC[_ (?UJ39L[]?Z?@/6 MB@J'Q+Y_D%%%%!L%%%% !1110 4444$S^%_+\PHHJQ9V%]JM]9:7IMA=:K?Z MC<1V=CI=BL\M[?WL[!+:VM;2R_XF6I32.2J:7I?^GWC$>3\L4E%Z$5*6)QGU M"C"$YU,7_P ^E"+DO_ Y)4_^WC)14Y1@\']?F>*5U+Q%XZCM[A" M\4\WACPUJ&AZ+91A-ODZ3J?B+2_$=DSRQZZT\I@6#Z:U3_@WXUNTLFCT[]J_ M2+O5I%DN+.UO_@TVF67['K#-F/$46#YOY5C/ M&_PLRS'3P6/XUJNM3J.E[?#T*U>E&2ER6=6E"5)7?NNTZFC>[31^Q9=X ^,V M=9?#,,/P12Q%"I3C5P.%JU:=)SHM1E?EJ2C+W*;!+RZ6TT[XD>")O[6\+RW=PR+"MY9W26VJ:),V]>+Z MPMUO29/LSSK:R%/B@J%)5<'RB8'=6S')-$ 9&2/_ )9DATW#N)L%_:V08J.:X)6MCXM-1YFHM.STE>2A*,E&46[2C%Z'YQQ!P[GO">-_LGB/ M)?[%S&[7U?LXIRDEW5D[-736S:U$HHHKU3PPHHHH **** "BI(TWYYQC'ZY] MCZ58C39GG.+_[=DE+Y&KA.HG&%7V,M_:=HQ]Z:_[>BI1^9'&FS/.%O@IX&O_#^F^*?&4>NMIUUXHN+RWT6./P_H&I>(KDW; M6.GZE<,,:7%@1VLC8W;58G%?9/[3?_!*?]H?]E[X2>(_C#\0/%WP;UKPMHTV MF:?>Z;X+\4>/;KQ )?$>KVWA^-M-M+CX2V=M; &];[=$=1??MC#M&(U:3YC- M>.^&,BS3"9#Q#Q#&GGV-E3AEF2VG^^51SBDW&G**M"G5E#FE&\J3V2N?89/X M?<8<493CR)2R;*J52OF>*_P# I*+_ ;*C%2=I;6D_P#P&+DOQ2(Z*F95BRSR (J, M\BL(#&L:E0T]P+X#3I;:$LHEMYO]+F:6,6)#+-7I'C/X1?$KX>^'O!?BWQSX M(\1>$-$^(D&J7'@R[\1V\VF3>([+0TTF2]U'3=$O2=2T_2!'KNF26,TX%K?1 MW1>Q&R&4G'$8K+\+B\+@Y2C'&8WVGL8RE%2G*G2E6J*$7)2FXTH2E)04G&/O M22C[QKA\/CL1A<3BTF\)A7!5++1*=2-*%VE97G**5[7>BUT/-8^_X?UJ2BBN M@P"BBB@ HHV;^_3^OX'TJ2--F>M $=&S?WZ?U_ ^E6**F?POY?F! M7\CW_7_ZU21ILSSG./TS[#UJ2BL0"BBBJC*G"2=6E[:'P^S[RE[L'_V[-QE_ MVZ-/EO+VOL5&,FZG:*BW)?\ ;T;Q_P"WAC-AE']XD?EC_&KL*X7/]X _EG_& MNJ^''@;4_B;X^\%_#S1;C2[/5_&_BSPSX2TNZUN2ZBTN'4/$VO:=H%M]KDL[ M#49E5CJ38*VSG ; /2OT[^*O_!'O]ICX.?#3QW\6O$OC+X(7/A_X>>%M5\5Z ME;Z/XD\D:>]S.+6TN/A19VZ2>6JD@7\B,<;I$V'/S>=\8\*<*8_"Y M;Q5Q J6,S)QCEV3.,W[=U)QITE>-.45R5)PE'FE&\HKI>2]OA_@;B[C;+\PS M'A#A'^U\NRU?6,PQ5TM,,W7DTG)-NU%RM%/1,_)]NA^A_E5%NI^I_G6KY7DG M9M90'N8XLJNTP07<\$120N)Y%)B?!GMK9@,$*V6"9\_^M;_/K7TJ>)A0I5?9 M>VI8U*I@:?\ -2TFW_V[2O+_ +=/F,.Y*OB\4X?V1.O)X7,,+_>P\G>/_@=. MQ/8OMD(YPVWI[9_QK:";26_O8/Y9_P ?Y5[M^RI^RC\1_P!KSQUKO@#X8ZUX M,T/7]"\)W/BJ2Y\;ZKXET[2WLX=8T;1Y(XT\.^'=?-S,3JP_X^_LA@!#6XN! M)<>1^D# MOXV_'9[XF^'O"^+669YQ5A,NQ[C&57+\;2K3PL>:,IQ5?V=&HMH2E347)JI& M+DHK?[;(O"?Q!XMPTLTX*X1Q>;Y7"3CB\5@90CBYSNHKV'-F&6MM5)1=3_:J M*]FYV=2SIR_&*6V2X W#YD!V_P# L9_/:*S'L)TRP^[V]\=O0XK]M?\ AQ?^ MUM_T/O[/'_A8_$+_ .HWDH^TR_#XM8N+DU%*DWA$O>;Y:F MO\-SWV?N_P#$ ?&]W]CX=\11G&,IWS"K2^J*%.+G5]K_ ,97F&OLHS]FOJE6 M]3D7N?Q(_A^V\,0XZ'CC_/M25[S\=?@AKOP%^*GB[X0>+KO0[_Q/X)N;*SU" M[\-W%Y<:+*NH:99:Q ;1K[3]-N%XU"3>'M8WY7\9^)-7F,=AH/AW3AJ=]-$BL+ZZDA;"Q6MI8O2U\"\+FU&NL)C,J2;=2LY^QG%)7;=.7-*RN[PLD]+\3171>)_#6N^# MO$WB+PKXIMQIGBCPKK&N:-K&GW,UA>P:=K7A_7K_ ,/7MK-?77[Y+U[RSNE$ M%IDV[1E9.L6?O']EC_@F7\=?VN_AK/\ %+X;^+/A-I&@VVO:SX;;3_&OB?Q_ M8ZJEWHOV9[EYTT+P]KMC<6[O><0S?9_*0(4659V,?F<0<6<.<,8"GFN<<2QP M66U)8:$\7%N2YL7.,,,H."GS^VG**BXW4HOF4FG'F]?(.$>)^)L_QG"W#W#G MUW-\!&,\-AG9<\9V6);YG&WL\-*K/5WO&UKZ'YV45]%?M0_LR^/?V3/BE-\) M_B/JGA+6/$L>A:3X@>]\$3ZO/X>:QU<7!M([8ZQX;\/SB>/[/*+C'VQB2AD^ MSG;Y_P ZUZ^79IEVZIREH_LA11E,HDGW99 M8XC_ ,"W?X>WUK[7_9$_8-^,7[:MOXZE^%'B'X>:#%X N/#MGKG_ GVL>(= M*CNX/%,NMQV:Z8NA>#O%@NGC7P_?"Z%V=.\MIK/R#="6597A/8K$X]*4G0>(KT\-05HQE)^UQ%6E1LHM_O-C;(\@SGBC-<'D/#^7 M?VKFV8U)4L+@&TO;*G3G6Q#NVE^YPU.M7U:_AGQ117US^UM^Q9\5/V+]=\'^ M'?BIKO@+7=1\<:5J>M:;+X#UGQ%JUK#;:5>PZ=(MY_;_ (,\(BVWI);?9A:' M4/-V7!G%HL=NUW\C5IDN:<&I0 MBT[Z=]L^X8/_<\' M_P!@F$_]1<,'8_\ 76?_ -'/24O8_P#76?\ ]'/25^P?\N:O_8S_ /=-'YY0 M_AT/^P2M_P"IL@HHHJ30KS_P?\"_]EJO6A5>?^#_ (%_[+05#XE\_P BO111 M0;!11103/X7\OS"BBB@Q"BBBJA2]M4HP_EKT:O\ X)JQK?\ M@;PK1_GP^(I M_P#@RC.'_MP]0C%!+S&DL;M%_P _7F+)8BT_X$+XW/\ VZ>F:_I:_P"")O[% MOAU_"K_M',FK*LN6G)?:IN)CAY6:G7KXA4Z$^5Z/V-2U:S35X*_0 M^0?V]_\ @IWX%_8ON['P'HWA<_$KXQZIH\6M?\(K+JUQIFB^&M'NY"+?4O%^ MN6]GJ<\>]S-GI KSQQW/^GV*^7+-^5/P__P""]?QIA\66T_Q8^#GPTU_P M?<7PM@OPZD\0^%->TK2))8YGU*TN?$/BKQ?9>(KJ*VAD,&GZ9-I\^IF&8R06 MI6%5_,']O'QIJ/C[]L7]H_Q#J<\DLW_"W/&>BVR/TBTGPQJ\_AG0 OLWA_1] M+_[Y'3H/D@@!7AVN# M)D>.J)K6*/]!SP MWXE^$O[6WP+M=9LXM,\>_"'XP^%F%[97\1$>H:%J5OY5_I.HV3N)+6_MY([B MWN;4G=%LO!GA[XN?$_P]X2L' MDN],\.Z+\0_&NG>$;>>^P98;'1,?8X6N3$OVR,DIE8L8YSYW<2W=Y)=32/)/ M=WUTSW4U_,MU,]YJ-U:Q:A=W-VOPM4RWB+(94ZL\7-PY,PQ%6$*52=)**DJ;JMXB*E)N+A6-]J^JW]],56!;71]-TJ_O;[8V0QBN;!8=Z[ MVF\Q3#]X^'?^"5_[?WB328-:TO\ 9TU]+.XCBV)K_BGX9>%=2BD&\32-H'C7 MQS::K8"0%,"ZTN5Y"F D13#_ -('_!-']ASP=^RW\)-'\=>)M M)/CA\0=&@ MU3QCK^NBWGUCPA:ZG:)J<_@.PUBX7[5I.F:,69M=BL'BCU/5[3[3=-/%I]GL M^=/CI_P7.^$GPW^(U_X&^&/PJUSXQ:9HNL7&C>(/&G_"66/@S1+^:U:.UN+C MPB@\/^([S7E^T03V;K?RZ(LHL;=+1KL/,UO\KFWC5QMQ)Q/FO"W@UP?2SV'# MSMCL5*G+$*NO:.C6K*,:E&G&G)JJZ;=26'(E)MIH_FY^-/[,OQ\_9YNX M;7XQ?"GQ;X%BN;H6EGJ^J:9:ZEH%_? H#'8Z[I"GP_?+;F:(7#Z/=7*Q"X@^ MT,OF0%_$C;HDLBMNC%MO,\4)7R1.-IEE1Q^_MHFRAG6#F7$>[F-*_O$^"/QQ M^ O_ 4&^!=[KFFZ5:^)?!&OM<>&?'?@#Q?8(UYHVJ11@:GINJ6[X_X]URVG MW8@A$SPQSQ.KAQ#_ "-_M_\ [)I_9!_:!UCP+IDD]WX&\3:U:5XXFFUSP_>6MU#=N8HR=/NM))1"VT?5>&7C)C.*L]S'@CBO* MXY#Q?E-*M["G"$X*,X0G]:IN%1N<9_5U537-.#C-2ISE';Y;Q<\$\/P=PSE_ MB'P3GLN..$\R<(U<9-PE_96&KRA1HN$H:.$IU8X?51E&2<913M?P/PO^S1^T M7X[T6R\3^"?@/\8_&?A_51*MEK?@[X3^/M?\,7R*0NVVO[6PO[2Y4L&%S<2K M#"CH@0ON<1S?#3]F_P".OQ9\8ZK\/_AQ\*?&_BOQ=X?NDTWQ-H<>@7NG'PQ> MEIU2Q\6SZQI>FZ)X.$;070T\^(+J,:CY6H?9F']GW6/Z]O\ @E RC]@/X)LB MQ&9(/&P+3)YD:HWQ,\;D.ZX(VJXCWL-M9UKXN^.= T[6;'PO8RZ[X^UV75-1UCXA>.Y=)\1W#ZWJ7] MH)]AMSX?U6Z@\.QZ-%/=V%H-/-U\1'QXXSK\3\1\#<.\%8;/LYR_%XG#Y3*D MZ\ZKC0Q56EB*]=2<8-?5J*(]"L(9+B]F\.:_X,\% SS3Q6NFF% 6 NA MN^S?"I5XWEADC$$MO-+!- 1B6">)MLL-R+C_ (FD5Q&WRRV]_P#ZAOE@ZRU_ M=[^QA^V;X&_;1^&MQX\\*:1J7A?6?#^LMX8\9>"-2N;;5)=!UJ)8S(EIJ%M% M"M_I,ZS;[34#;6AF@@E8VEJ8B)/YR/\ @MA\#/#_ ,*?VGM$\7^%-.T_1;#X MP^!3XEU/2M-@$$#^,-(U'4+;6=6D"J%:XU2"#3C,0 ";<' W$#V?#3QFXMSW MC3$^'''>60R3.Z4JL<(H0=+V3IPE6Q%*5*4ZEN?"*HH2C.47JGO%G%XG>!O" M>4\ TO$_P[XCGQ%D5.G1>*4I1FL3[:O3PE"I"<5%MTL74A.<90BXN*M=.Z_' MV.-Y62**%Y99IHH(1'!!/+)/,2L5K LWS/<7)RL-O;?Z7<,I6#YD-?;_ (%_ MX)M?MS?$?0;7Q+X2_9\\4II%R(+BQ'B;7/"_@"_F1U+)*-#^(7B/1-?$%RA# M1RWUMJ-K(FUK$6J/)]I_1K_@B1^R)X4^(6O^+OVE/'FBV^LP_#[Q+'X4^&6D MW^Q].M_%-I;:=K.N>)I(65S_ &IHB76G1:-*$PC:A?L"K*&'ZY?MO?\ !1;X M7?L5+HF@7^@ZE\0_B3XDTHZUI'@?0]2L_#=A!I4U[+:PZKXB\33:=JXT47<\ M=PMBATF^-T;2\;9"L:-(>('C%Q-@N,Y^'/AIPE2SW-\%7@ZE64)UI2JX;V>+ MQ2C",Z<7[*A&4ZKE422]WW9:K'PR\"^ CX#^,'P\M[CQAIOA7Q#-9^*$M8&W>&[WQ/X1\4Q:;I2ZD+./7+>QU=S MI6G?9QK&FJJRB;=#E?\ !9.2$_L+_$5% 68^(?AV\R!E;RB?&>B2+'A=X.,8Q^)9_P 1\1<3>,O!>+XPRG_5_/<+G_#>"KT(J2A%SS"E3C."E*3Y M*BQ$DO?G9RY.9N+9^]<+<)\*<-^ WB7B>!>)?]9N#LXX2XMK9%)WO.K@\EQM M3$QNU%WA]7J3?NQ:Y;RBKH_D"\#?#3XD?$V]U#3OAI\.O'/Q'U?2K*34[O3O M 7A7Q'XLU:PLS>+:F]>PT#3K]?+WS[%2\,+3ME;42LDP36\>_!;XP_"NWM;K MXF_"OXF?#;3KV]ET[0;WQKX&\1>"-,U2XMDM96GL[;7]/L!>3*U_$FI&S\W[ M,SVHN/+,\._]A?\ @@JJ/^T=\60RJQ_X5%*4# $>9_PF>A[3@\'O^?K7U;_P M7]39\+/V?"!&JGQIXVP(U"X(\/:5NW8[DD'Z>E?T=FGBOF6 \8(RO.E"45?V/LISG&$VUSKGA:_,[?R_P]X.X#//!C/\ MQ97$%;#8[+:69XR&71C#V+6"H9/&:G)OGO""G-6NKQ5]+L_F4T'PWK?BK7-/ M\/>&M'UC7?$>IWC65AX>\.VEUJM[K.J+L_T.PT:STW4)M1:ZWKY@7R3$53'F M>:?+]=\0_LS?M(>#M'U/Q%XM_9^^./A3PYI-N;O6->U_X3^/M!T'2[88$T5Y MJ%SI]A9V]K\R"*XB$T4H+[C'M3?Z)^PN ?VR_P!FS(RO_"Y_!N[TP?$48(_& MOZZ/^"E!C_X81_:3/R(S?#Z2,(%&7\O6]%V'/;8@D!(Y.X CDFL?$_Q;SS@/ MBC@G(<+6M:\>$/@Y MDGB3PUQ[G.8<0U<'5X/KX.E3KPC'EC/%9$^(%";DT^6M4A"A+EUY:DK7>A_# M*!O$31R%6FC@DM4L]L2K%,)/LDD6H']^L0$O@G^RQ^T!^ MT,[/\'OA7XO\::>MRUI+KVF6MIIGA.'4 6\U)/%>KJGA[SI#&1(VKW-L 8LV MQ?,Y7U;]@C]F3_AJ_P#:4\+?#743<0^#=-BO_&?Q!N[.3RK^#PEH L$EMM/D MVN4N];UF^T;P](X1RFFZMJ+!6Q@_UZ?'+XX_ []@3X$Z3K^IZ)'H'@OP^^F^ M"/ G@/P?;1O<:CK4MM/)8^'M'MXY RV<36MS#<7+6\ZVCF0R1JS+')V^*_B_ M+@'-,GX1X0RBGQ5Q/FF&P*PBC&,J=.K_&;E+E@ MJ->_L9_R@^(O^"6?[>WAS1IM;U3]G7Q#<6MLP6<:#XL^&OB[4I82"2T?A_P9 MXCUK5[TQA1D6MII;(7P1=EA]F^$=9T/6_"FKZCH?B?1]8\.Z[I-Q+97^C:U8 MWFF:UI>UEC:6;PYJ7_$SCU'QMJ%O9>!/$,OBRU\9Z7J6I3/>QVVAZ\9?#7AZ/P]JFJ-:O9:?;P M3:LT\EW/ [V1MEFG\_\ ^"T_P;^!GC7X3GXP6'B7X;Z/\&WN9-6TF!I;62P?3[R.5RTZI%\?D_C#X MB93Q;@^#/%C@JGEF)S)4XY1F7LY4:F6RS!>QPV.5.-3$1E"A5JP;<:EXNSDX MJ_+]GQ!X%^&_$GA_Q+QOX1>(,Z\*UT*XEO(0ESIJ"RFA8"\#'UK_@M MS\'_ (N_%K4_V<1\,OA3\2OB,F@Z;\2CK3^!O WBCQI;:7)>7O@C^S[?6V\/ MZ??Z=IQO_L-^T'VOR3,+*X*&58SM^Y/^";_[9WPL_:3^&]M\-O VA^/M/UKX M%_#OX8:#XKU#QAI&B:9I^JWT^@7%A:W6D'1_$FN/-&[^'KJXF>ZM]/ CN[/[ M,+G,OV;T+]KK]OWX0?L97?@"V^)GAKXD:^WQ MM?N-+?P%IOAC4+6TBT%M,C MNSK(\1^+_"TT:2/K5JUH=-AU1F\JZ%PEH5MFN/Q3/N,^/Z7CVL\GPRZO$^!C MBIZ1KNG7^D:OIFHW5AJ>EZO9W6E:OI6H6Y1;G2[_1KS3= M/GTYK,E BOYQE,CY\LQ?O*L:;\\XQC]<^Q]*]1^-?C/3/B/\8?BG\0M%MK^R MTCQM\0?&'BK2[35X[2+5X-/\2>(-1U^V%]'97^I0*Q&J,$"74@RLF&/6O,-N M]@/WO"LP\O[ORX_UGY_+_P "K^]LOQ6+Q&#RO&5H?V/C,314,PPO13Q%'V56 M*OK:]22UU[ZW/\XLYHY?@LSS/#X+%?ZTY?A*LIX#-^T:-1SI3_[?Y(_^!$B1 M-O1$C65I72.-9&RKS.<10I%@?:+F8Y6WMO\ ELRLO%?:OPV_X)T_ML?%;2+; MQ-X-_9_\8RZ/>PQS0W7B;4O!GPZDN;>4$VT]CHWBOQ)H#2VTBB1EN;$76]?+ M:Y\@/!YOTQ_P1\^$7P:\>?'?6OB!\7O$/@:!OA=I&FZWX(\'>*M8T73I==\4 M7>H3"'Q1!:ZJ?/O[+P3%IQ^V/:9CLM2\1Z%-=JZO##+^Y_[_L4ZM MX8\*6O@S4?BQX]\4:5#XAM_#6D^(++PEI.D^'+JX:VM-6US7[G3-9CCFO98; MMK:.VTF\;[/:"206ZS0^;^"^(?BMQ)E'%6"\._#CA>.8YQ2E4;QTJ#S)Q4Z[I4I16"K2E3E)KD3]I'^:OQQ_P3-_;H^'^A3:W MKW[/7BUK"V2XN9V\,:SX-\?WT=O;*C7$LFB^"_$GB#4Q!&C*TDX%H8U#,@N MLGD?"=Y;7,YN#_:EJVY&^VV]__J_+ M18/^6HK^W#]A3_@H7X-_;@TOQ=!I_@K5?AYXR\"'39_$/AR\U6S\1V#:7K<^ MH6VG:EI.O6]CHW]HP-+ILZ7S-I-@+8RVNWS//)3\3_\ @M_\'?"7@3XY?#?X MD>%].L--N/BUX8UAO$RZ=%''#>Z]X.U#3;:749#%P]Q<6FNVB3,V)&,(=\LY M9N/@#Q>XRS+CRGX:^(V01RO-TYO"8Y0=.6%JPPM7%J$X>TK17MH4U2BXU)75 M1N[3T]3Q&\#N"L#X&Q-&MC:&7RJS@N'+ZSC@6ZTN*\T'3[^"5[$NJW#ZEY*@RC[,7Q<[%T;X$?&?7/B(/A M)IGPG^)%S\252&YN_ \(ZI:^)H;)M^^[U32SIFFW&DVR\,;JZNTLHU$C7C! M%4U_3A_P0PD"_LD^,E54,_\ PNGQ2T1=<@8\&^ '.[T3$;;C] !SQ[5^UM^U M-^SS_P $\]8U_P =#P*_BOXV?'J^C\1:GH>E2V>EZQJEMX)/$\ M]IJ3:!X5TV.&:+3I&TR]22234/LZ)Y+LW!F_CIQ?A/$3B;P_R[@BAQ-G6!K2 MP60Q2JRG4G&I35>57WE&T,'*K5DH)-6C:6K.WA[Z/?"&9>&O#OB%F'&]+AG) M<9!8K/YXR,%0I4TYJE'"2A MW6N7G[.NOSV%O%-(=56(A6M/\ B1^&?&][JFH2VP6<-!;:;'=V MQ?%RMPTB>7\(:CINHZ1J5]IFL:9>Z1JVFS-I^J:=JMNVFZK:ZC:,R74-[H\^ ME6%[IY0LJQFYNM0%P1)Y30B%_._M4_85_P""A'@3]MS3/$MI:^#[[X;?$#P, MEE>^(/!TVM6OB6P;1+VYNH[#6=$\06VGZ6=6TZX:PFM[H_V38F SVZJKM+O7 M\KO^"[7P0\/:)X@^$'QST+2]*L-:\:2ZWX \7M9QK&="O&'C!>($/#[CW(J/"^:3J2C@<13I2P\L'7J495 M:$'2E6K\RQ%XT8SC--\[;3C=QOC/P'X%K>'-;Q*\*,_Q7%F#P=-/-J.=U'6G MBZ5.O3H8JK@;4J;I9]1YI5,?[1:X"->"LW'F_GR^3:?,*E,J I;R_+ MY_Y7F/W7G0K_RTK[$^%O_ 3_ /VQ/C1X>@\6?#[X$^*;[P[<1^;8 MZUK-[X-\ :9JR-]R^\/6_B_4;*WUG3KD#,>N6Z3'4557F\L)$7^HO^"17[)/ MAO\ :3^-?B#QK\0=+M=>^'/P,&><,\:X'@#@'A^GQ)QQ4Q. _MJI4BZJK3JUJ=7#P5&,Z7.J<;5ZK=6FE% M*,7S7E'YOPD\$,JXQX)S7Q$\1,\ED'!6$PF9+*J<6HO#X>&'K4,PKRDT^6,* M3JJ/+&4I.+:5HN_\KGPW_9=^/W[-G[5W[+\/QC^%/B#P-#J/Q[^$D=AJ]U#I M&MZ-?WS^--(5HX=9T#4]0T:;[.TL2R&R\C8UPHEWG:(_ZM/V[51?V-?VF2JE M9#\&O%GFX/REO[*E;Y1V(+,#SSQGG-?&W[)7_!3CX.?MB^-++X.^//AA'\._ M'%WJ[ZUX/TC7/$4'C_PUXFUCPE(/$EC)I.JMX3\)26_B/3(M.?Q*;*;1(# N MD/+::C=R6N5^R?V[2S?L9_M+LSL^/@UXNC#%PV\Q:;,KR%0 %D:0LDF,Y\M> MF,#^>?$?B3BS/^._#C \>9%+),]R/'8:.&I.#IPJ4,5Q+A*TZE&/M*NB=2M3 ME'VM10<+-N5C^F_!OA+@3AW@OQ+S#PYXV?''"F;X#%1P%;F4_P"R<3A>$LVC MB:$IC]O7]LF7]B?X:^%OB0GPZ'Q,'B3QW:>"O["/BN3PBMK+ M?:1>ZG'JLFH+X0\6))'9II%OALOQ&7X9IX<\=6OC,ZTWA23QZ9'IDFG+XN\)HD=PFIS;I7EOB2JJD47S-)_ ?C-_8O_ !&_ ?ZQ7_L3_5;A M'^T;?6[^P^KYGM]1_P!KO[3D_@^]_-[G.?Z:?1P_M[_B7WB7_5>W^L/^L/&_ M]CW^IV^O\N6^PO\ 7_\ 9+<]K^VTM?E]_E/RK7_@O=(\4B']E:$LPB!G7XY3 M30S+)!!+?@[20KXAMO\ @@9-:V\B/^U=#,\1C8J/@;+#%$@AAMD@ M2/\ X7!B/8+?.=OSEB-QV9JQ_P .%'3<&_:IA(>W#S0CX*3P&2-9(+I(DNE^ M,)$?F& *[-;RJH(;@*<_78J?T1*<^:G#%U9NGAX8JA.7&\(XBM4=*$,,YNRA M3Q-1PHJ6D8QDFFK'PL(_3@="FZZPW]JPR>=6IIP2TL52JSJY7)+=RCB(47-; M-72U9^/_ ,;?&?BS]LK]I+QYX^\#_#/Q0_B/XFZJM_;_ ]\)07?Q'UA+30] M"T^.^DA33-/TW4;U7AT$!KFUMHEM<9?:TL0/]9_[!'P2\-_!G]FGX5)9?#.V M^'GCWQ'X!\+ZI\25O-"ETWQE<^+9]/MKK6+?Q-+J2-K*O!J,]U&+*\D'V(&7 M8BEF+?RY?LD?&3PE^QY^UQ:>/O&UEXG\5^'? 5W\0_#%ZO@W3;6?Q)JAD@U[ M1;>YL]&U'7X=-6#[6L!N?M6OVYC\R%HO/PXC_L?^$_Q,T#XG?#SP3\1?#5IJ MMGX?\<>#=*\6Z)::Q%9VFJ1Z9K-D-3L([ZTTZ_U33X[O[)<0B98M6N(T;Y1( MO1>;Z269YK@,DX/X1RW 2P/!&!PE'&8;&N?$?[JA*E*;X7FLRJ1PU3Z@H82N M_:0DVZ[FE.?)R:_1.P.69KQKQYQIQ'FT,/XIU,;1P.;<%-\.7P6'EC*-#'\3 MPCET'B5_;.=SJ8.4H5%&,:BC./+*3?\ &!^V)\ ?C%I/QG_:!\=ZY\'_ (J: M-X)E^+OQ#U*W\9ZUX"\96_@6:PU'Q-JCV-Q!XG4FT?3I@-^E38\K;+*5X<%O MZ"/^"(5M*/V-];CEC="?C!XXPSRB8NKZ;X69&24_O&BPH\L2C>HR#@&OF#_@ MI#_P48^#7Q1^$GQL_9?T'PE\2M/\<67BQ/"LVO:KHO@MO!#:K\./'\-QJD$M MR?B'#>R*9?#+M:R-IXE*,K&W5F:-/JK_ ((J.J_LD>(K?RBN[XO>,YI$G^9' M:;0/"5L08QNC%LS0;A'%-.A4\2]0.[CW.^*,Y^CKA8\6^E5&7"/%SXHI8[+?%[&\13DX MR?#_ !33XERW$XWA?W5%+ZE3C5JV=VO8N\I:-?E=_P %;/AGX^^*W[?\G@WX M;>#]=\<>*+CX7>!)K;0M TJYU.\D@M_[8$MS*UJJ-8VMNK*T]Y<7=I81*VZ[ M=D52GRCKG_!+O]NOP_H=UK-]^SWKKZ?%#+>&+3?$OPN\0:F9FVY*:'X9\<7F MIZ@]OM/[BVTZ*[B+,)A<,1Y/],/[:G[9'P7_ &);I/$MWX&7QA\9?BK8V]S% MHVD7%MI6H:IHWA$Q:5:WOB?Q+/8ZFVBZ)8#4)H]%=K&\6X=M5VV\9AD9K/[# MO_!0+P7^VA:>*M,MO"6H?#/X@>#X-.U'6O"T^M6?BG2;W1;J[NHH-5\/^(;; M3=(_M2))[1+/6HGTBS:SDU+3=IF-P[1>)D/BAXJ9!X99)F7#G =/%<'*6^(,FRN$E"4?K-.<:JBI0E&K)8:-6T/:0?)%M/1L_BKO\ 3[[1=1NM M.UJPO=)U?3[DZ7J5EJMNVFZK8ZC:EDNX+W1Y]*L+W3RK,@C-S4T/E M2>=^J7_!,3]J#XM_LX6?QBA^&/[*/Q$_:53Q7-X'376\ 2^(HV\)Q:3-XN6R MGU8:#\.?'WFQZPNL7QM4NFT5C_9%W]G>^/GFR^K?^"ZWP.\-Z%XB^$OQQT33 MK?3]9\>)K7@3QN]JH6'49O#:VNL:#?. Q#70BGU&QG;;&-EE #'E2S=Q_P $ M$IHX]/\ VHG=U$T]]\)I-A>-"R36/Q#N5D7>1N,0N#PO]_D8K]9XJ\1.R*.+I5X9=1S3AZ57.*4<36HYYE4(VGD+CFU\+B5#%1CA'>;I*-9.@ MZR/PC(_#7-> /I)\-\"9?Q-/**THYS5ROBF.!R;,)X&E5XI.*P7$%\IJO M&X?GP36*3=-5W4P]\1"G?\[_ /@IC^T5\4/VB_%GPKUGXG?LQ^.OV9KSP[X9 M\0V>DZ/XZF\1O<>)[*\U:Q,EYIZ^(/AQX "KIYM8?/6T;66V7]N+EK$I ;[\ MQXXWGDBMHHGEN+F:."V$<$$TLDTC%8[2W$X+/<73';#;VW^EW#*1!\R&OW__ M ."]I23XG?L]&1253P;XRD#EU81"77=,LOM@*Y7;&+[@#CY_R]2_X(N?L<>% M)O"G_#67C_1+;4?$][J-YI?PK.H1K/9:!9Z:UUI7B3Q!;P.#&VK:CK,.KV]K M=,K-91&;8-USNCWX6\0N&^#_ 2RWC"GPI2I4<6_8X?(E6S*<,1B(YUGBPM& M%;/'/'U%1JJ%9SAS/DHSE*Z3OT<;^&G%/'WTA,[X#JYM+-Y4JF2U*W$E3AG+ M,O>'H0X(RJMB*LZN2*.7OVM&E4I/!32CC_:_4XV5>+7Y(>"?^";/[;7Q!\/P M>*/"W[/GBR+2)UB>W'B?5?!O@.\N(IU)2<:5\0_$&B^+H(9%4-'-&EW;3JP: M'R%"^=P?Q>_8B_:J^ NF-KWQ0^"?C?PWX>"EY_$5AY'B_0K%4,0?[7XC\$^( M]?MM(60SQ*/[72R%R5<6HF-K=^3_ $S?MJ?\%6?AS^RIXYD^%7AGP)?_ !:^ M(&FQ:?)XLM(?$\/@GPWX5M=3'FQ07_B>3PWXK\Z^BM5BFO;.VT5S!'>V)N+Z MV>95/OW[(W[;GPA_;*^%WB3Q5;6$W@Z7PNR:/\2?!?C&^TN\&BR:JFH);M#J M\;O:ZKHVOP:;>1:6US;:9+J4%O>@6"&%HQ\!/QM\:,)DE+C;,.!:6$X%S'%T M8/$*C5A"E0=>$<,EB%5J2O*O["G"52A"$I5(1;2:9^E1^CUX#8K/_P#B&]'Q M#E5X[PN'E5CDOM87Q&*H47B:\-*=J"HT:5;$KAZ%9K!QI?6N3]US'\/36R;H M]KJ59HAY1F6:!XY@Q:69S^_G9 @(6<9C+,!]]J]H^$/[./QT^/=]+8?!?X7^ M,?'IMK@6USJ6C^'FA\/V9D+B&/4/$-VB^'M)6!;SP7\6?$'A&*TT/PUK'AO7[+X?ZCXUUVUL MM0\,7-KH"I/H4FF//!KOAW2M0!2+P-%"MDS!;AC_ %4PQ_#S]B[]FJ>X\*^" M]1F\%?"/P,^I#P[X4LUO?$&KP:8D44ET;>*.)[O4[\@7^M7J6SNL\]Y>.KX. M[[SCSQW>2\,\(YEDW#6"S#.^,Z4?J6$S.+6$E*G*$7[:F\-B)2J0J:4H>Q2= M6'/[>C%0KGYCX?\ T=:_$W'O'62<2<38S+\AX,::Q>7_ %5XN%#]XTJ/UR%3 M#I3I4Y*I*5.I45-R5"G/$.G!_P H-Q_P2:_X*!VMM<7Z<@>3%::8)0RLKQYV"OBGXE_";XG?!OQ&WA/XK> M/%OP_P#$BVZ7":?XNTZ_M;RYL7)$$EM>W"M8ZC;1?-M;3KJY2$2KYS*)H=_] M$OAC_@O9X%O_ !7:VOB[]G/7_"OA:74_LDWB"P^(UIKNNV-G+/9P6NHWGA:Y M\!:#%';Q"\,FJ'_A*;*_CU\);_Q M?I^DR:U\/-2T'7SXG\1^%?''V/[9I3VDG@UM=\0V9EVQ6/B2"U<*-,N98]2C M&U!#XF$\6O%WAG-LCPGB'X;9 \!Q%.%/+ZF78:7UJ-+$>SIPE1<,?Q"HJ/MH M.I#VV3R=+F<:X\W3=.9KTNCWNH^=YMXNI7UY]J\MBF]*_I^.]3#?5_[-]AAZ&*^H]_K')I_ MV[[3F^1_(4U>-2O[?^TKXJM@_KW;ZO*:O_V][/E_[>"BBBI(A+DDI=K_ (JW MEW"BBBIG\+^7YG1"OSR4;[WZ]E?N^P4445B;!1110 4444 %%%% !1110 44 M454/B7S_ " CD[?C_2HZDD[?C_2HZV **** (Y.WX_TJ.K%1R=OQ_I0!'111 M0 4HZ#_?3^=)2CH/]]/YTI?"_6'_ *=PY='_ 'G"?]A=#_W8!NI^I_G10W4_ M4_SHK\BQO^^XW_L,QG_J7BC[S!_[G@_^P3"?^HN&#L?^NL__ *.>DI>Q_P"N ML_\ Z.>DK]@_Y M(>3C&HO(H.1\J$X )K_/P&S*!H_-WRH)$_YZ6L"O?W,/_;0649_X!7]-7_!% M#]M+1+SP:W[)GCS6[>S\4Z1>7VL?".XOITM;;Q3HFH337VN^&+6XE(C_ +6T M?Q#=ZA-:V@!EO899F0'['Y;_ ,Y_26X4QF=^'F!S# X66,CPEQ'FV)G0BN9R MH8K"RHUIN*3JC*W]-_13XOR_AWQ*Q6 S+$QPG^N/#^5X:%> M322KX>NJM"#D](^UJ+V*;TO-+=H_$G]O#P7J'@#]L?\ :0\.:E#)')_PMOQC MKME(_(ET?Q7JUQXHT(GV8<"ODP%U$DD;(LL"Q7-N9E_.]'\2+\,/C#I&F0:)'XMDTH: MQHOBK1+8K-;Z;XMT47.GS2&*:2YMK34(;CS8$DN'>QOT:&*#\OOA=_P00^*] MQXQ$?QN^+7PZL/A]#&H;@1IYL^G0: MC/;+(X>YN/+1RN /'CP[7!^18/B#,ZV3YMP_PQ2PL,+[&I)U,3AW",525.$U M44VHN#BTFVX>[*+B=?BK]'3Q,EQSG&/X2RN.:Y?Q)Q15Q-''.<5]3J5ZWPD_X)I?M5?'+X*:)\=OA5X7T/Q/X4U>]U?2?# M_A4^+-!TOQG>"]N;"9OL\^M:9>;88_LYE\P&/QSP M-\(?%/P[_:J^$_PI^,O@S5O"&JM\5/ACI_B;0M8M[BVG;1M5\;Z''=E4D-U: MRQB.(8NM.UG5+*Y#JT/V9 //_N#U*\^#G[)WP1S?W-CX&^%'PC\'C,DBC;IN MDZ9&EHK.FP?;;R[D(MTE4F34KR[6!2TDJ[_X9_CW\?/$OQN_:"\=?'Z[672- M9\3>+I_%>@6]O?K->>';#2-VD>"["TF0*DUQX?L;#1].M[E55;_4K.PU4*HO MP*S\)O$[C?Q'SKB^$L(JO#2H8K#8?,N1PK86.+CB\+@=>>=.4Y2J4U4NO=JN M*7-%2YK\:O"#@3PKX8X-I4\8Z/%.85L EE'->.-HK%9?5XCXALTI+VV9TW0> MKC:HHJS5C^X7]JS5]<\-?LL_M$>)/#1:V\1:3\&?B;J>BE#S'J2^%]3N[-O0 MXN.=PXR,CL:_S^X56W"()))42*.-YI.=_P#HT$<>WMQ'&N?J.O-?WT_LU_&W MP%^U_P#LX^'O'>G&SO-'\:^%[K0O&>C0S>?-HFK26;Z?XJ\,W#DNX&G7DUS! M:;_]?9F&=(]C;*_FF^/G_!%_]JGP/\0-0M?@QX>T+XJ_#:\OKF31=5M_$'@S MPQ<^'-'NM0-U;Z/KGASQGXBT6W,%J;R;R[G0X-8NI?L]QN-HYM1=_FOT>.+N M&N!&RS.\5B<#'66(_M7"91B*4K7O^ZJY2JOE*ERMI MGT'_ ,$ -7U>#XA_M#Z$ QT23P3X+U:11]UM2T[7M9BTU6SW-OJ.J[<8R-]> MB_\ !P'I>D0V/[,6L^7&NOB[^*&F!T.6?12/!TS*_HJS7$K+R<-+)^'Z#?\ M!-K]AN?]B_X9^(X_%^M:7K7Q2^(-[INI>,;G1[B\GT33[#28M1?P]HML=1C\ M\+IB:[JD-](D]Q:,;F,V82-=\GX&_P#!8#]J+0?VA?VB+#PMX)OX]3\#?!+1 MM0\'V6J0%&M=8\6WUS<2^,]4L'C^62PCGTW2M AD#,)9M N9%(1E4=&0X[#\ M??29GQ-PQ4>89%E-;$?VACN1I-2RBKEM&M-V5I5\36IP@I7E.,%+X;6X,VRW M&>%_T28\ MDW"T\9:9IEOGHMC:>%/#$=G^:^9^5?U#?\$EWV_L!? G_KAX^'Y?$SQB>>/Y M?D:_EI_X*5G=^W/^T>WKXY0_GI6CFN_P;HN/T@/%.72,>,_O?$^ 7Z?J[@MCV_U=*<8U/I,\+L!0A_Y/RF. :I_0 MHQ6(?PX.-?'R_P &!\5I8B7_ )*F?I#_ ,$9+2V_X81\ 3QL>,/BCJ.M< M\C4Y/&&HQS?^0;.W7![#/:OP5_X+!75]-^WE\5X+N6=H[;2? $5I%* (H[9? M!NE/&80.@=Y96?'4[2>:_3W_ ((/_'C1+_P/\4?V=-5U.TM]<\/>(3\2_!%I M)<".]U;PIKEM967B*.RB/,L'AG7;-(M1*GA=D:IXW70(] \7^"[_5--T"?6XM(O9'TC5M!O=9:T\/O>PPW^HKJ8 MUG4[ $"S>WEN)))Q'YF!SC+.#?I(<=8KB_'SRFCF,N)*]#,))M4EG%# 8K"M M6CK&N\L6&4DN6+ER2DFFSUJF2XGQ&^BAP;A>#,!'-L9DF)X=JO :*56IP?Q% MQ+6KP3;N_9RQD:]D_>45H]#\;?\ @DWJ&I:?^WU\!Q82SI'>W7C6ROXXP#%+ M92?#WQ5(YF!!'[MXD:,]0V2/6OZ'_P#@LHH3]@_XB1@ "+Q1\.HE.Y\/P73Z ;S1+1-&U/4D:#7K\WK6QBMDN/JO\ MX+'>4?V#_B 8PJD>*/ATKQH5*Q.OC/2D:$;?DQ"4,7RX&4/&>3Y_B!Q=D/&G MCQP+B,DQ/]HT<'#AK"_7^5^_.GCH>TBI-*ZA[14W**<>?GBI/ED=OA)P=Q1P M5]'CQ4EQ?AO[.S#B3#\:\0X; -J\*>(R7%T]8W;3<82=K)VBGJF?DU_P0:_Y M.,^*WO\ "&X_]2[13_2OK7_@OXF?A1^SP?[GC/QM_P"H[I?^'I7PS_P0Y\7: M9H7[6OB;PWJ5Q;V\OC7X3>);#2/- ,EUJNBZWHVNR640/'SZ%9:Y=R9[62X! M. ?VZ_X*A?L@^,_VO/@;X7T3X;3Z.WCGX?>+T\7:3H6M7L^EV/BNQ&EW^E:G MX7.IQVE_:6)O/M-M%VO\ 0+/1;2RO)XY(H]3EO+X-;B[M-/$*F3]1P,DDXP<#Y[QDXMX9XE\3^ ,-PQB MWF.$R26'CB<=9\DZU3BG#XJ+@VDI:]E_X+\S7J^'_P!E[3H[ MBYCTR?4_B1=7%M;8\N?4+.Q\&K8"3'38LMQL_P!]L5^=_P#P21_:!T/X%?M6 M:/:>+=4BTCPE\5?#MU\/;_4;ZY6VTK2];O+ZPOO#&I7I?"M)+J5HWART#,JJ M_B20L0,U_1+_ ,%&OV-[W]LCX.Z9X<\)ZEIVB_$/P)XAG\4>#+S6+J[BTZZ$ ML;V^J:-&UM/,EAM1):K]I!M\M%]%XE8ZCPM])#)N+/H:DK]LOV5/^"/?[1\OQH\):Q^T+X*\,^$/A7X.\3:;K&NV. MJ:YX \63^.K:U-[ OABUT3PQXAU_2(]'U:2&TMM0?Q%:Z9??9[Z-84O+F*YB MM_O3_@IY\ ?V(_@C^S5XN\50_ GX;>%?BCXJU2RT+X50^$+/4/"&L2>,M3$T MEQKD%GX%O-+AN5\+:#!J7BV_%]'_ ,(]&UI"^NE([JW,W[+F_COPO@N,>'LE MR3$RXZJ9QC,GHTLTC*"CD\JV,I4Y8:*GRWG*C*I&3^&-.Z;;QQGAW3R?&8;%5,/GB#] M5L(!+:RM+9Z)K/B&Q)LGM-3U"U M=XH]4M7OS8^59;[JU\@2-YYC^SO^"NG[&_QV_:I/P(O_ ((^&],\43^"[KQM MI'BRRU#Q+H/AM++2_$R^'[^UU6YF\0J]M=V-K<>&6%S%:@Z@K20"U1FFS7X; MGF-P/#OTF\+C5:SHNU[+%'[QP M/EF9\3?1*SG+,GH_ZRYQBL9G^&PL.N)EE_'O#N)Q#W_Y=X;!U:RV_A=3^2_N M?H/YM2UVWQ)\#:_\,/'_ (R^''BN.VC\3^!_$FL>&_$!M)[J_M)=5TJ^FLII M;#5;[%Y?Z7_K_M*.GE^5_P!L3<;_ M /@-?V5@ZV!Q]'"8G!XE9E@L5.A+ZZK6DJDH.E!=UB)2A23Z^U3/X4KT,?E. M(S#!YOAO[-Q^&C77U+^7DA/VD_\ N!%2K?\ <,^KOV1_V//BI^V/X^NO!?PZ M%GI&EZ+!:77C/QQK'VXZ)X4T[4'N5LTEATZ"2[U+6=6^P7_]BZ,)]/AU :?? MO<:C9Q6K3+_03\,?^"&?[,_A:+3+KXE^-_B;\3=5M[=_MME92V'@#PC>*VW< M3:V]KK/C*RG. &MW^(VV+!,-M:[I@V+_ ,$&-0\,/^S]\7]-LOLO_"4VWQ?6 MZU=H\?;1H=YX,\*?\(T;LGD$SP:YY.,8_?$YZ59_X*K_ +)?[:G[0WC3PKJ? MP/U75O&_PKD\.:?I&K?"6P\:Z)X5L=/\0V^I7KZKXHU'2O%'BGPGX;\1V\UK M/I:"2]OKO4-(^P3_ -F:? MG#$0H4XUW.M.*=1RQ?NPI\KA#EJ1LW-W/[;\+O##@;*/!W!>(U?@Y^,N>9BN M?#9;RPG*,\17>$>$IQF^1JGS24W*,G=)))*Y^DW[//P%_9:_9\DUKPI\ _"W M@CPYK]Q;6'_"4V6F:[;^(?&TMI;3W!L&\0W]UJ6K:^UM')<7OV3^T+MDW37 MA"L)!7XL_P#!P!Y?]L?LO",;=ND_%0 )CR@G]H?#YD"D<%P2XD]]N.*^V/\ M@EE^P)\0OV0=+^('BKXN:UX'O#5W-JMCX9L= N-:NHQ-K3 MV]C'?7NHG4XQ/#961L;)K#]Q?WXGWP_$/_!?S3YXO$/[,FK$YMCH?Q.LY&Y^ M:2+4O ERQZ#^&^0?6S;1];?\ !"I@G[(WC-F P/C9XE8DG&-O@?P2 M_H?[OZ5^5'_!;C4[J]_;0BL)IO,MM#^$O@?3K5,8,9GN_$&K3D]>9&U)#^%? MJM_P0H6-/V1?&BQ_=/QJ\3,/^!>"/!!K\G/^"V'_ ">W??\ 9+_ ?_N9K[S@ MS_E*OC7O]8SWY?\ "/PG_5_D?E/%3_XXLX0_PY)]_P#K#Q.>D?\ !"&60?M1 M_$F%6Q%)\$=8DD7^\\7C'PN%(CZ]SG%?#_P#P0E_Y.G^(_P#V0K7_ /U,_ ]?<_\ P7NB9_@O M\"I -PA^*VN.D?\ ?N#X(O1#_P!\@2?G5<5QIS^E%P="I\,LAX0BO\QJ2^B%XJ>S^*,O$>H][*%*&2U*EO^W(2?J1_P#!!:RM(_@=\9;] M1NOKSXK:7:72CJUE9>#M$-@ ,CC]_<\^XZ5\@_\ !=2[O)/VD_A99RS2O86O MP6LIK.%P!'%-=>-/%RWCQD ;C*MM:!B23MBC&< 5K?\ !$'XZ:5X,^*?Q"^" M7B"_BMH?B5I%AKGA!I9!&1XH\'W6HSZCI4>< G4M,URYFR.2-,\I<-+D?I/_ M ,%./V"=?_; \/\ A'Q9\,;_ $2Q^*_P_L;_ $ZPTS7;VZL=*\6^'[V]@U*? M39=2AM;^VL+[3;U;\V!OM,N+6634YS-=V"1LTG/F>/I^'WTI?[2XKQ\LJP%3 MZE;,FFUAL/F/#>3X>,KI6C3E_N\GKR1J)RT=UV<.X/$>)WT/,9D7!^"CF>:? M4%;B_T#3]/T._:WUS2A#J5Q?SS6Y6]T^P,2++^S M/[-/%O"7$ M_B+X<8?A+$K,L-E&+H?6L^?_ %K?Y]:_NV&V'_[&U/\ ]0)'^:\=H_\ 8JQ? M_J!DA^TO_!"W_DZ?XB_]D*\0_P#J9^!:_:'_ (*<_M5_$7]D3X/^#OB%\--& M\&:]K7B+XAP^"+FQ\T*:"[B;P^HA%Q+'?B'#XWN;[QSJ/B"PT8V&G^'=4T26W5- T'79I[N5O$"F$W$5M#"L M]IR6ZG^D/@7_;__ !+'Q]_JM];_ -8OK?B/_9'U'ZE];^N_5>=D,TCQ M!B/BOIVR*.,JD.WS ZAR0F/GE'_!<7]K*^$._P !_LY++"[S,TOA'XAPQPVS MHT5TT=Q_PM34DBG!>(0B6!U?+##%5XKV M:Y%[K7O.O9)2]URM9/8_)ZJ^FK+V<)_Z]JA4DJ5!X#_5%8Q8>KA,KISE!X2V M(5J(9UM8FF*Q![JZ.T\LO5_P"WO]A?!_8__9I4*&5_@K\/R".JN/#-B'/3 MN1].#Z\_QV?M,?LW>.OV6?BY\&SZQ/HK:;J3S" MV).L6&G3^= (92[);)O#AFXV9_K]_8&UJVU']C/]G6ZM;B*YAA^%'AS33+ I M=2^@Q3:/-])K%9;F7AIP9C+Y3P6(P2 MDLGCAY<)MTI14HQ:C*G&=U*,7I23BFI)>G]$' 9[E'BQQ=D_$T\VIY_A>$W/ M&O/M"O' M?[2/Q\UWP_H<'PEL?B!JOCS3O$K^*-'O;[5[/QMXX$]LMEX;L5_M6!]/.MN+ MB+7&,C&YB%F!LNR?U^_X(I?+^R!JJ%F8CXO>,"'>,P2,BZ5X2MT+VYYB/^CG M ))8%\/CZ5.:DH8FGDM2$HRY?AE2FG>+LT MG9I,Y_!KAKB'A[Z4.4UH8A.]FN3EKI[- M:KH?E%_P6=U&XO/VP8;.28R6^B_"KP5IUNA_Y9&:YUW5I?QOKJ?.YBW_Q. M=)WU_P"(S95KMODF$O\ ?=_>SZY_X+OVSS_!KX,-&>(_B+J^0/\ :\&7V/SV MXQ7G_P#P02A=+7]J1Y#_ *N_^%RK[EX/B0IYYSVKTW_@NE_R1KX-?]E$U7_U M#+ZN._X(- &U_:?SVU+X6G\O^%@M_P"R_P#UZ_/8SYK_7S*M/ MG9*_G<_5^(8PG]-G@I5/ACP[PU4TT]ZEP%QE4A_Y/%'C7_!?!"GQ*^ "[(Y% MG\!^.@WF?PJ^JVIGV_\ ;C'=@_0>]?LM_P $\].LK3]B_P#9WBL$403_ TT M[4+A(@-HU37[NZUC5,YZ8U"]N)"<_P 1![5^-G_!>B(R_$C]GYU2662'P!XG M\N"/'[UY_$GARV=C[0QW$D@_W37W'_P1H_: T3XD_LSP_!Z^U**3QM\%K[4= M(N-/N)@+S4_!FL:A/KN@:W' P(?3;>XU.]\&W 17"S^'PT@4RQE_GN(\LS&O M]&7A#-X0=7"99Q5FE2M!?R?6L[IPFU9NT)06JLH\RE)\I]3PYF>#R_Z8W&^& MS*JJ6,XBX,R2>62?VO[-R[(\?.FG=6T$K_ //*WU:81Q+[1!\?B*^7*_HD_P""C7_!+GXS_$7XV>)/CI^S MQI6G>.K#XAW5CK'BKP(OB+PKX7\0Z9X@6W@TS4=9TFZ\72:5H>H6^MQVD%Y M\OBG1+FQ>VNOLUIK'VDFS^B/^"?'_!*O0OA?X"\;7_[67P\^%_Q#\7>/5TR* MT\+:[I/A_P :0>#=&L1K(O;;_A(+[2)GAU?6H]4LQK;Z#=_8[AM(T_%_>""" M6#]KROQU\/\ (?#7AW.,)F>*QV8+A;+,MQ?#67RY<7BL0\1AJ#4)2V.IZ7?6>HZ?(]+\9/'I7A#5]8LK>."\U#PKXVUE[?PI<:/?M'%)IEM>ZAIM] M)=2W=K:07TEO<2K^/?\ P4&\'_L8^#OVS? 'PM\&^$W\!> O#[:/;?M ZW\/ MM2O_ +9;ZEK3P6;V^D0>(I/$FCV%UX0\/)IFJR1Z;H4;2Z=)J,]NH8H\+$_ROBUQ-X?\7\+<"X[B7(.-,EQ M^/56>6YHX4:D,)1JRA"=6HJC=.K04:E*M7I*TWAI*K!J5K?7^"W!?B?P'QYX MBY#X=YWP3GV X?I4*N,:%:U M*I)GWCXX_9._91^/UO+KOC+X/?"KQTVO6+7#>,]-T'1;37-3AN0'66#Q;X?6 M'698#%Y;P75OX@,3[F:$^62Q_)#]K#_@B9X*/AO6O&?[+.N>(/#WB'3--O;^ MV^&'BW5CK?A[4OLB)<&S\,:_=B?7=#U22WCNU1+O4M5@OW>!=]FEHS3_ !9X M _X)F?\ !3GX8^-1I'PV&H> (KJ\CCO_ (E>%?C98^'O"5]-:02[]7FL_#/C M'3O&CPR:?@V.E2>![N%$2Y^UQ0Q.LDO\ 4WX;^W_#?X5Z+>?%3Q;;:CJW M@7P'IT_Q \;3;([&^O\ 0-!CN/%/B&9EA@8)(\-[?L[V4$K1W&Z2-V)1?QK- ML=G?A1F&2UN _%[!<8X/,JV'J/(LBJ5Y8?"0G4I\^'S;#R]I2590J2453<)_ M6%%13M")^_\ #>%R7QBPV=4_$CP0QG!6;95>$N(L]P678NMB:M&4Y1KY+GN+ MA'.X4ZE6BE-Q_BX:I*E6J7^CZ;#Q_RXZ;+CT'" M20=.?7O]/:O]"LMKK%9?@<;4_P!]QN!P]3&_]?'"G-_^3-G^7F.PN&R_-,?E MU#_=<'4XAIX'_KW'B-Q7_DB*\B(^-IQC.>G?&.@/H:CV;._7^GX#UJ21-F.< MYS^F/8>M1UV'$%%%% !1114S^%_+\RH2Y)*7:_XJWEW"BBBL3HA7YY*-][]> MROW?8****#8**** "BBB@ HHHH *CD[?C_2I**J'Q+Y_D!7HJ23M^/\ 2HZV M **** (Y.WX_TJ.K%1R=OQ_I0!'2CH/]]/YTE*.@_P!]/YTI?"_6'_IW#ET? M]YPG_870_P#=@&ZGZG^=%#=3]3_.BOR+&_[[C?\ L,QG_J7BC[S!_P"YX/\ M[!,)_P"HN&)$3>&YQB6;]9I/8^E/V;._7^GX#UI[]6_ZZS_^C6IE?L'_ "YJ M_P#8S_\ =-'YY0_AT/\ L$K?^ILB.3M^/]*(^_X?UJ2BI- HHHH *1AD$>M+ M4D??\/ZT 9$MOL;=ZY/Y?T&>.E1;MW']WC_/TQ_^NM]AD$>M9-S%Y3*?[^[_ M ,=Q^G/'2@"M1110 44JIO(]OZ__ *OPJTT6 I],\?3'\OKS0! B.X;;]T8W M?CG'\C6A87D^D7EMJFG7-W9:CI]Q#>65[8M/%=V-[;N9+:\M[NR_XF.G36[@ MO'JFF?Z?9MD0Y662J?F_P_AG'Z?TZ?XU)&NW)_O8/\_YYHMS*47@_K\91E"> M$_Y^TYQ<:G_@$'*I_P!NC4E"49O&?4'"<)PQ?_/JI"2E2_\ ZBC3_[>/V8_ M9\_X+9_M,?"K1--\-?$G0/"GQTT+38XX8=:UZZU#PUXY>"&/RX[2]\1^'M,U M_1M0B10@M=5O_#VH^([MQWM=(\!:3:_XAOH?*0(^N:C=F MQ(<62P+=W"O\?(\DC-*N]GC,LKI,OD7%PZA5GNUM/^6$,RF/R3TD",?X*917 MZ%DF2Y3PU@UE7#M)9+A=%'"15ERQ:E):+5M1?,VVVW=N3=S\XS_B3/N*L>\? MQ)4><5Y.4IXO7XFGRR_\#Y?T1]'_ +./[6/QN_93\2R^(_@[XOFTV+44B.L> M%MOHBI=ZIH'Q3O/#6@SR G<++2K_P/XUUFU4':#;"[ MOXXOE$4S9)/\\=%?+<3>%?AQQCBXXKB/AQU\3O5S:E*5&:G&/N.(/!-%X'(>*(X#"RYO99?.,:D;M.R49J25FU)VY;M M7:;U/UF_:D_X+ _M&?M#:!J7@;PQIV@? [P'JRR6FHV7A6\UG4/%.J65TICF MT[6/&VJ:=H5O;Z7/%YL5TEAX%>$^'>"\-5R[AG)%'#UY*QC)WQ,-,#02LFY/W+)624 M6XRLDEH?M9^RA_P6,N/V6_@+X!^!\?[.J>.D\'V_B GQ$WQ=/AW[:^L^*_$W MB1I4TX_">^CMFB6^&4DO4!WKAWPQK\P_VE/C'_PT+\=_B7\9_P#A'O\ A%/^ M$]\2P:[_ & =076?L CT?38-O]L+I^F"^W;!R+2,1[>%3S *\/HKR\B\.>"L M@XCSCBW)<%/!9KGE15:^(E4J3C2G#$_6\2HJ;:BJEJM-):1C/DC:%HGL9SXG M\7YWPOE/!>?8V.-R?):,J-+#J$8NK"I1>'PKDXI.3I3E2FG)OX.^I^CW[ ?_ M 4&?]A6+XH0CX5K\34^(9\*W4BOXW;P:ND#PM)XD?9\O@_Q8=1_M0>(G_Y\ M/LG]GD9N?M6;;GOV]_VY_P#AN+Q-\//$/_"J8_A8? &A:SH9LX_'!\9#4SK- M]9ZGYC!O!OA(ZU'$TZ6(:OK[%)Z)6ZKX?^._&?PR\7 MZ)XZ^'WB/4O"?BWP[>)?:/K>DW5W;W<=S&0PLYDLP1=:;>A=E_:ZD#HDL:(N MI _N*_=#X>?\%\/B3H?ANRL/B5\ /#?CWQ)!&MM>>(?#/CB?P'IU_)%&L88B@HQ MP>8TYRIU(TXU(S:52FXR2E&+LM;2?,E&7O!P1XD\8^'T*M/@WBA9?@ZE6-;& M9?.,9QE*#YDG":E&\7Y7LK7:T/V7^)7_ 6E^//Q \<^!-5M/!VC>"?AGX+\ M9Z#XRO\ X;^$]=U6QU_Q[_86K6&J0>'?$GCW5]/FMAHY%G/(=(\ M2+<)HO\ PJ:R6>"\:VEMH)5OBMPUO<$&/R]TOXWT5X6SA/#U%B<0H>TC+FO5A[24:SD[K][S;I:*R7TN+\>?%;'2SNKC.**=?!\0 MT:>&J4/9T](TY1?[M\J]GRQB_@Y=+]6V^K\$>,_%OPU\5Z'XX\":Q?>'?&'A MK4(+K0]7TT"UN[2Y@BMW^UR6Q8"73900NH6_V6W%S'L7:^,)^Z/PZ_X+U?$? MPUX8LM+^('[/_A7XA^)K9(X;KQ)X:\>3?#^QU*55"7%_)H[^$?&MXMQ<8B:0 M6UM! A0B*-E95B_ >/O^']:DKV^,/#W@_CFG@J/$F0RK5,#3C2P<:UVN97LI79\YP=XC\=^'U?%U^&\_]A#,:WUK&U&L$XQG&3J- MN.8_[%>6L+U;.TK0;GRH_8GXV?\ !9W]H#XN7^B:5H'A/PS\-/ -CXBT76=1 M\/>'[_6M3\5^*K/2=4L=6N/#&I>-=6\/VMO9:9?PZ?-;7MQ8>$],9X9W25;A M2JQ]K^T9_P %G)_VA_@5\2_@N_[.2^$(?B%X9&BCQ"?C -9^PDZIILB)'I'_ M J:R2[C8*S!([]QF1T+1+L#?B#17@2\%O"]/ SPO"]?#XC+JE.KAZD<3B%' MVM.I3JIUDJC]OS3IQTJMI-NR2E*+^IG]('Q;GB,XQU7BF->AGV'C@Y47'AA_ MNXWC)0> _P!LCRP, M_9K;S3'D!]F$_7+]FC_@L7^T)\"- TWP9XNT;P]\7<5Y!]8P>#I*EAJ:O&?*H*,'":M*#3C%WC)722=TDCX3A?B[B[@_-L3FW# M.?O#YIF%6IB*]7=*6%DTA@@- M_?0:UJM_JC0VTFJ-!+! 9_ :*^>X8\)^!>$\9''\-Y#4RW,*;J2P^8U:M2K. MC&<)0K14JDI-*M0E4HZ)?Q-;H^IXI\8_$;CC+JN6Y[GT,RP*5..)R^$(0C7] MG4A.,K0C%?NJD(UNMO9Z6/>/VR:&_CU&SDTV95F3S6<&/]HXO^"^6OC3 MM@_96T:+Q,D5O9?VG/\ &&^.EQZQ(4BD=M-M/AQ>11:;+YJ3:?$OB*ZE\MY8 MC+ 81)'7&^-HYAQ'PG4S7$X)Q)RW@_BJGEF"Q?.\7A*M.%10?%O5],TG1=3^(GB.]\6W^EZ(;V;3[2ZU=(;B18 MKV\<&[)^4,Z6UL5*Y"A_8^'P$(TLOPFNE&,8TW M#5MZ44UJV^[;N?GV8YM4QV8XS,\;/^UZ^,G4J8_%?]/JCDXR_P#!THO;[CZ+ M_9F_:D^+?[*/Q!C\>?"C5K>">YBCM_$7AS6+6^O_ OXKTRV=W2QUBSL9+5_ MM+XN7D- MDVHE4*M%HLGPX\V>W@E4,^FV'C"62..3R9KB,RV[#^>6BOC>)_"SPZXQQE'& M<1<+U,?BJ/I5*E)RE3?-353V#?&'Q1X$P.* MR_AOB:G@>(Z%:> M?=ZA8:\T@13:#33O%SS?[>'_ 4BTO\ ;;^'OA7PM?\ P%@^&_B7P7XCO/%6 MD>,;;XD/XRMY=/N-)FTS5]*ATQ_A[X4+C7%6Q1M2-[8?V:;)2'E^U?+^7%%. MCX2>'.$S;*<[APM5PF:9,E_8LZ=:K"DJL:56G0YZ46JVU;QY<^+$UIOB,W@][!]3T+2+6&U_L5/AY MXF\Z+3TTYT?5)-;VW1FWB0A& ^5/VU/VI/\ AL'XUR_&3_A!?^%="Y\*Z#X< M'AO_ (2&+Q7A=$DU +J(UZ'3=*BN5O%N@JVZ6<7V5;< C=*2?DJE49('K7;E MOAWPSE7%6,XUH8.K@N-\P]LLVKRK5)4Z6'KPC!\M.4G"/M81A32BK1YY37O!%YX._L:3Q6/!J6RW>LZ-JT ME^VLGP;XLV"*/2'0PA]-+[]P^V% +;Z&_;H_X*,O^VEX.\$>$C\'H?ARG@OQ M;<>*$U*+X@-XA_M$7>DW&GDB)O"'A3R$B%V"DBB^6\-PY_T;R!]H_+FVB\I6 M/]_;_P".Y_7GGI5FKQ?AWP9C.*<'QEB>'JV)SS!7Y,Q5>M[&,Y8:MA5+V#G[ M%2E#$3IN<8J4N=KI&K:GX?U/0]6T2_N]%UW19['5=(U&SN_L%UI5YI MRI%%J=G>_P#+*_B>W4VMX.+8&4'B?%?MA\%O^"X7QA\"^%+;P_\ %3X3^'_B MWJ=C;_9X/$=KXEU/P)K%[:V\<4%O#O&HO+R:*.-6U:*TL(-1:*65!, MRRE/PZHKKXPX%X6XYIT:7%7#[KNE2E0P482E3J\DTHVA5IN-2*2492BI.,N6 MTH2W7!P-XD<:^'M7%5^%.*5ET\366(Q6 :P3C.49N#?#_P>\-W,D(;[7?%NK:;NC$VA M6WBJ[L]$CTH7R>9#-,O^W3[,_8:_;"E_8L^)WB7XEP_#W_A8 M\FN^"+SP>-&/BL^$EMEN]9T75I+][\>#?%FY(TTAHW^?31&LAXO=^+7]68O^ M"_4RMNE$D<__ IV19ED$HX7:(]N.0PK^=*BORKB M;P@\/N+LU68X"B^2G.G&7M,"Y5:$VIRBYT*:G5YE3J MMTW*WZOP=XT>*' &087AKASB:&79?EU2I66#>7X#,:G+7T450S!+#U%%RC)J MI)*'*ZD+SC&_]&G_ !$ O_T:='_X?$__ #F:B?\ X+^S2RV\8_9/A$4LAAE) M^-[R-'O0NDP0?!J-=D9C8/(TT0BW*03DX_G0HKQ']'OPBDI1K<*RPL)1E%5X M<4<2XR4*DDU1MAL9".&JWLY_NY2/L/]K[]JX_M>?&M_B\? D?P\^T M^%-&\-'PY<^(H_%=G+#H[Z@IEN]?ATW28[JSU5;I5-NMG']E%C&&!>4LWTS^ MQO\ \%-OBA^RCX1'PWU#P?IGQ5^'%N]Q<:1HVK:Q=>']>T.YFD:9].TK6+73 MM<\C0C(4-DLOA_521'*8A;DR&7\HCQ@K_K ?D'\_Z?TYKH]/E,T>T@F1 N\# MD\@D'OZ,3[=:^VGP!P?C^%L%P1G.3R>4Y3&<,*W4G[2/M(RIX>HJJDJBJ1J3 M@^?GYKMM\UW&7YI/Q'XZRKC+$^)>!XG65\:XF4,1Q)B[8+EI4*.M&FX8]+!N M%:3AA^2JK6J6IKVBIV_9+]J+_@KOXF_:*^#OB[X.:;\#O#_@W2/&NC#1M7U& MZ\<:OXQO-C7MG=RVNGP2>'?A_/%*J69$I6QU59=R%H[3RHQ<6PQM+,<12A6K0JUJU.<94*CJ1J M6*4$U!22D?18[QX\5:O%M#B7,N)Z=7/N&J']GY5F!C+$\M7!^TI)4D[.2YW[-3/JK]L;]IM_VM_C$WQ@?P4W@%KKPMHG MAT^'GUU/$30_V))J \XZG'IVEI-YHN\#;9Q#" [07 M!@^-Z*^LGP;P[+A>KP;3P-3"\.XC!PP&(RSVU55:E*#I2H_OU/VW/2K4:-5U M/:<[E3;E)N4K_&SX]XDGQGB/$_%9O&'$RJ4\PR_.W&+C0QF"?M::<&G!QQ$I M?5N5KEM5M:VA^EW[=.2R1D\.>'Q$LRWF I-WYF2!Y B FY_\ 85_;SD_8C@^)UJOPMB^)*?$! M_"$TC2>+6\*'0QX+AUJ(622KX0\5?VE]L&ML2?\ B7FT^Q@#[2;O=;?GC17C MX7PSX$PG!F*\/Z'#]7&Y#B:BJYM05:I&I4JO$PQ&%?M4^>U/&PH3M>SA'D:Y M6T>EBO%GQ)QO'&#\0,7FE*GX@Y3"> K9PJ5/V6'P638:I@9+V2C[.V)PO$%2 MA;EM>M>US[M_;I_;5D_;2\2^ ?$4OPQ7X:-X'T/5M$^QIXR;Q8-0&JWEIJ(; M:W@[PH=.^R",'(.H"\%WTM#:DW?RC\,/BKX]^"WC32OB%\-/$MYX8\6:1YJ6 MEW"RBPNK:XV?:['58WMM16YM+A8T1[5M+G$Z&1?MEAC=/P%%>UE'"619%PSA MN#\KRMO+,%[95LEJOVOUFCB5.$XS=12YU3C5E4:DFK0M:R27@Y_QWQ/Q!Q-B M>-K0G!IQ4;*/M%3]BN6UN>ZL]3]TO!?_!='XB:+H%M M:>._V>/"GCO78519=8\.>.;GP#!.V-L]S)IH1O#<^)8]=@^(/BZVMGC,4MKHAEL M-'TBTOIHY91'J]W9^?I[K%+:1F;++^/U12VR7 &X?,@.W_@6,_GM%?#3\!_" M7#XYYEAN%9T<55G&K7YJM6=&E54E**C123G5C!5):GJ.I:PT]_=:M>:BXDGCUZZO\:C)-=,F^[U2;-H2D/V ;8YJ_1[] MDW_@J5^T1^RQH=OX&M;?1/B?\/=/BC%KX6\;?VQ-K&AQQM.6L= \=:67@@T= M?/'V2WU*SO$MQ&! B SA_P Y[JPG3##[OS8]\8X]#BLQ=X9@XZ$8X^N?Z5]O MGG"?#_$664LFXBX?6*R^G"$,-2=[\M-+V]"49U4+?T7- M_P %^;[R-G_#+-G'.MGYHOG^-]Q+8&?;D@_9_AJ[*-X'[N>\C8CY4D;#L/SC M_:T_X*9?M#?M::;+X4UA]!^'GPXD/FR>#_!MM>W-WJ45^>%%?$Y'X*>&O#>,699=PW4P>-IU/:4,77JU*Z MH2=TW!593C%RA*4%)1YHN2<91:N??<0>/GB]Q+EU3*\PXUCFF!K0C#%9?"/# M$/K,(3A-\W]FVQC=-P55NG>_)^\7LW,9'PI0X1@[/Y!_UD2/@(TGO)M)'^Z: M?117ZE+V3C1CA_X5%5'Y#&$9.MBE' M0?[Z?SI\G;\?Z56FF2"-I&^\"NT?B,_T]?I2E\+]8?\ IW#ET?\ ><)_V%T/ M_=@F;J?J?YT5S?V^8\\<\]3WYHK\BQO^^XW_ +#,9_ZEXH^\P?\ N>#_ .P3 M"?\ J+ACLQ]W_MI/_P"C7HI!U?\ ZZS?^C7I:_6/^7-7_L9_^Z:/SRA_#H?] M@E;_ -39!1114F@4444 %%%% !2,,@CUI:* ,BYML,I_O;OTQ['@9XZ5%'!U MY]._U]JVV3>#[?U__5^%46383[_T_P#U_C50^)?/\BH?$OG^16V.GW3UZ]>W M3H!ZFI(]_.[VQU]\]?PJ2BMC8**** "BBB@F?POY?F%%%%!B%%%% !114D?? M\/ZT 1U)'W_#^M244 %%%% !1LW]^G]?P/I4D??\/ZU)4S^%_+\P(XTV9YSG M'Z9]AZU)116(!1110 4444 %%%% !11150^)?/\ (F+C?>W7L[]WV"BBB@Q"BBI(TWYYQC'ZY]CZ4 1A-[K[9_7']0/\ .:D2 M'YWYQ]WO_O?7OGT_E5B--F>M24$S^%_+\R..#KSZ=_K[59BAP3SG MI_7V'_UJC5-Y'M_7_P#5^%:42; ??'Z9_P ?QJH?$OG^1SS^%_+\R18>!SC_ M #]#2^1[_K_]:I(^_P"']:DK8Q*_D>_Z_P#UJ/(]_P!?_K58HH CC@Z\^G?Z M^U$B;,P]:DHH CC[_ (?UJGJ'W$_X'_(5H55N_P#5?G0!DC[B_C_) M:*E3H?K_ $%/J9_"_E^94/B7S_(KT5))V_'^E1UB;!5BUN?LTR-QSZ^W_P"O MH?KVJO3'X&[^[S_G]*J'Q+Y_D-;_ "?Y,[,/YH$N<[_Z?_K/\Z*P]/N]Q6$? MQX!Z9XSGM[_Y-;0X++C&W'ZY_P *V.&M\:]7_P"W#J***#*?POY?F%%%%!SS M^%_+\PHHHH,0HJ2/O^']:DH KXSQZ\?G5:YL4D"EA\V&*\^N,\]L\=A]?31H MH&IGX]O6JWSCY7[=/Z_EP*[=HXY%(>/S/ M3VSU_/ ].E9<^EH_SQQ^6RDGZYZ=.PP?S]\U,_A?R_,]2EB?"">% M&=WTXI\\T<*$OW!(_#K_ #%:IYC".'ONW_D-OZY_'BM)_"_E^94/B7S_( MO7NHPQ$I;_Z]@0.O!! Q_P"/?3WQ7-2SSSL3/]X,/U(R?T_2D97!+OT?[OX= M?YBFGI^*_P Q44_XM'_K]2_]+1V87_?,%_V&4/\ W8!>@^@_E10O0?0?RHK\ M+Q/^\XG_ +"<1_ZD5S[K"?[IA/\ L$PO_J-ACT@=7_ZZS?\ HUZ6D'5_^NLW M_HUZ6OW/_ES5_P"QG_[IH_,Z'\.A_P!@E;_U-D%%%%2:!1110 4444 %%%% M!2,F\'V_K_\ J_"EHJH?$OG^0%!DV$^_]/\ ]?XTE7V3>#[?U_\ U?A5%DV$ M^_\ 3_\ 7^-; )1110 4444 %%%% !14D??\/ZU)0!''W_#^M2444 %%%21] M_P /ZU,_A?R_, C3?GG&,?KGV/I4FS9WZ_T_ >M%%8@%%%% !1110 4444 % M%%%5#XE\_P B9RY(N7:WXNWEW"BBBMCGG7YXN-][=>SOW?8****#$***DC[_ M (?UH (TWYYQC'ZY]CZ5)Y'O^O\ ]:I(^_X?UJ2@F?POY?F1QILSSG./TS[# MUJ2BB@Q"E'(*_P![ _G_ /6I*LVL/FOG^YC_ ,>S_A_D9JH?$OG^1,_A?R_, MO6L/E)G^_C_QW/\ C_DYJS2#@E?[N!_/_P"M2UL8A1110 4444 %%%% !4,_ M^J;_ #ZU-4,_^J;_ #ZT 9W8?4_R6DI>P^I_DM)LW]^G]?P/I0 44;-G?K_3 M\!ZT4 1R=OQ_I4=6** *X.PB7_GF?_0O7MCBNHM9O.A1O;_/\JYN3M^/]*GM M+G[,Y8_ZLE1)^&['\S0)[/T?Y'2T4U)/-195_P!6_P!S\,;OYCTSUIU!Y=;X MUZO_ -N"BI(^_P"']:DH((X^_P"']:DJ2--^><8Q^N?8^E6(TV9YSG'Z9]AZ MT%0^)?/\BGLW]^G]?P/I4D<'7GT[_7VJY10;%?R/?]?_ *U'D>_Z_P#UJL44 M 1QILSSG./TS[#UI[)O!]OZ__J_"EHH IBU\S>/I_7.>,?KSUK+NM*=,.D?F M9W9QR!C!'YY/'M]37044%0ER24NU_P 5;R[G"2QR1MAX_+ZX]\8S^61Z]:K2 M=OQ_I7>SVT%RN)NJY\OZMU_D*YNYT>>([H4WHV=WL!C;[=SG/7'7D5,_A?R_ M,ZJ5?GJ1C?>_7LF^[[&%14LJ;" 8]AYS[_\ ZN?SJ*L3L"BBB@ HHHH 1NA^ MA_E5%NI^I_G5^D9-X/M_7_\ 5^%!4/B7S_(H44K)L)]_Z?\ Z_QI*F?POY?F M=5+^)'Y_DPHHHK$[ HHHH **** "BBB@ W[.W7^GXCUJ&>Z\M=X'S*#M_''N M?3_/4.D[?C_2HZ .>F>:Z%_+/EV]S[XY/ MMZ^_Z5V,??\ #^M$G;\?Z4%0ER24NU_Q5O+N< D,^/\ 4W'Y9^N.G&:^+P_7L\0^[['& MJDVU?W%QT'8>E%=A2>-@66.*2&5 )YF/[@+&)&4K-\KASMQAJ_IL^+WB[]EW]D# M]DK]C_QUKW[#WP!^,^K?%SX<^"[/5)M4\*?#_P .:RNI67@#PK>-JM]K=Q\- MO&TVNC4H[N:)DF>R:#R2S2W@N1';?S.R)N5O91VSUFAQ_+BOZJOVD/V,?BG^ MV9^Q3^PWX;^%>M> =&U/P/\ #+PAKU]_PGVLZ]I-I=+ M.XJH^&N&6386.2Y?Q!*MC?K6&]G!91F;6"Q::4^:-9VI1C[>,9U*%.+^"=%_ MX*5_L->(-3MM,\5?\$OO@KX=\-ZC/&=8USPQ;_#_ %?6]*M((;=A=Z=IZ_!? MPG-?3Q7-O!;/:6WB+3[N2WN))8#.+5HJ\V_X*@_L=?"7X&+\)OCQ^SWYZ_!' MXWVK7=AX>>_O-3TSPYJ&76K3P[XDL9Q=66AW5[/::3=V> MH-IL-I#>21-Z=X=_X(6_'O3]16Z^*GQP^!7@?P+9HIU[Q!X?U#Q?XGNM/B,, M"((-'UKPK\.M%D2\GN4M7N;_ ,56ZV0GCO(K2]FA$(H_\%2?C[\)_B%9_ 7] MC_\ 9QUBW\<^&OA ]OI4FNZ+J[:EX?N]?ALK'PUX9\/:3JVC0I9ZC?:78Z?= MA_$,,]Y%?ZOXCT[3%N))EN&/R638GAQ<;<-S\(N)N,,5'#QSG%\>4?[2SOB' MAK_5#!Y3B<3@EB\9Q(GER?UNG26'>*5.,<1["=&U=T>;[W/\'QK6\._$O_B- MO#7#&$H2X=R/!\ 5\ORS).'N+/\ 6_&YEC\+BUA<'PY)YK*E+"UJCS&GAU.G M++XXN-52H.LX?B1NFWN9"2TB03._(+275M#$K/7/B)\=5^%OCCQ=H%OJ#W$E MH_A[[7X5LQ?,DT]O?7UEX+7QCX9M_#6F2:9=B'5'UV62U=X.A\<_\%(=!\6? M";]LW]C#7?@7\1=/\(:GXD^'GQ^3X8>,?!6CV]_;W=A8V6AKJ'C/3)M5LIX[ MF^T^\30(/%_BBVURUMM0:>/3)-.M#>_6U/'C"TXXWBC#Y$X\$8*JH?VK/CCA M>EC*,,)BZ>'S#$QX.PLX8[&T*U/V\'&E'VU"G46*]FXTY0/E:7T>*6(QF4\. MXSBO"Y7QICL!PI)X3)?#WB;'X!^WP$:F74L[XAQZE@:-9UHTH2E4:A+$J-)2 M4YQ:_EUR<$9.#U'8XZ9^E%?T ?\ !$WP?:Q_$#]K[P'XQ MK:/P;H7A3Q?I\ MJQB")EUKQ5HFII':7)GLH/+LI_[-EL9M,O'MACRI+999ENO ?CY_P4[\1_%W MP5XT_98\'?#SX7?";X :Y<:?X"\(:II.@^(#XJ\%>#-(U^RB?5IH]2:#PC)8 M2^%K2,Z@MII5A/9:5JMW=Q2W#VF5^DQW'W$2XNSO@[AOA&CFN#X<_L;C%YG5 MS:.3^PX.XCR!9S!4L1*+E/%U?:/ZIAH-1Q=7V6$E)O%0@_D,#X6Y/2X-P/&7 M&''%7A+'<0\2\3<(8;)Z/!.+K/.>+>',YGDOM:W]GOZW1PL*/H/#/B MOX@ZC<:Q#'M:#XK$DNF_9]4U#XB:WJ,UI).#(7_L_+(2BZOUB%G&E:K*4N M29W<7>$&3<*954PF<>(^%7%F79;B,G&E@_JM9R7M*_LJ5JG+?\G8^_P"']:DK]]_V;O!OP-_87_8HT7]MKXM_ M#BS^*7QA^*.L6\7PO\/^(8HK]].TZ]N=8MM#N+3[5;WMGH\^H>&=.U'Q+KVL MPBYN([*ZTVQBNK-)GFGVO@A_P56C_:C\>:'^SW^UY\"OA!K/P\^*>O6GA'0] M3\.Z/JS6?A[4-=N'L-%BU[2/$7B7Q9->0OJ1T_39/%^EW6B0Z5J5U8ZW##;+ MIP,>F/\ $[.ZM?B7,^&_#NAG^5E2DTY-'\]U+DXQG@GD<]NA/; MN<=QST[_ +D?"O\ 9HL?V5_^"P_PI^&.AW5S?>#KJ]UGQAX*FUB9;V__ .$/ M\1_#KQ?.^G:K>!F^UZKI.K0:WHT-PS%[^TTJUU=_GU-@/H3]M3_@H;IO['7[ M0_Q"\#?L]?!CX87/Q&O[O3-:^,?Q&\;Z5J&H7OB;Q%XAL;;5K;PS:?V'XD\) M:K!/I7AS7-/O(YY-1U"V@A1!;Z4)4EFGC$^)V.Q^;Y#PWP/P?#BRAQ!PS@.( MLFI3S/\ LB>4XC'XB.'S.$L8XMT(+#/%4&US2J2DJ/+RSYGM1\%<#D^2<8YI MQMQ?+A5>'_&&#X%?VW[;X<>'? ?Q6T+Q78Z!K%]ITMQ% M>:K9CQ??^#=8\,ZM>L_AZ?7K*1[BV\4Z/%K]AJ#Z2CW4-C+,;R]N;GY6_9&_ M:$_9!_9,_9[UWXJ7/AWPY\:?VR-8U:[;PWX/\4^%?%EM;^!].M=5N]#T$Z5K M^M>'!X>L[*R729M:U:/PG/<^(]274+6WL;BS53+)UY?XCX_'\)5\?A."L9// MKBH0J*HGQ*H..#P^&:G6Q.*<5?#TY*W-4LN7,_"C"9? MQEE&$Q?'&783AO-N%L!QO3XBS/*?["P^&H0JTJU+V>4W7M*-)LO$&B:Q!!X7U^_\ LE[HNJI+I5Z7:TRC7T<@APQ1&WR* M?V5_9$_X*(_&K]L[Q_9_!SXX_LT?#WQ[\*?&LVM:1JGBSPCX!\;IX6\-3Z;H ME]=/-XBLO$5S\0[>\ANKDV&E)J-[J/AFYL6GFFN+7$Z"S^)?@M\)_#_P._X+ M&>&OA?X4BGM_"WA/XQ:A;:#:W)L)'L]*U#X7W^MV&GVEQ:/YYTG2K+5+?1]. MMKJWMS:#3ITB5]\FWQ,1XA9EBL/QUPKGF0T,DS_ <$<28O+:61\6OBW &O! M7[:/QW\+>#O#WA_PIX9TCQ!HL6D^'/"^D6/A_0](M[GPIH5_]DLM%TJ.+2K( M*;O+FRCC$N5+QQ[$4?-7PL\8:7\/_B3X$\;:[X3T[QYH?A;Q;X>US6?!&KW% MM;Z9XKTS3-7LKVZT*\-WX>\10.FJ+ + ![4(/M1W),#A/K7_ (*=C'[=W[0X M]/$N@#\O _A>O@ROTG@*G]?X(X5IXU8QJMP!DM*HL!C,9E^+<)\'99"?LL7E M^-R_%TO=?O\ LL71YZ?-3GSTY2IR^ \474H>*/&L,NE@U5J%M!C_ M ."6O[.UG;^(]>TG3X[R2;X?7,NGPWNK#21J"VL?[.!CFE78M^L4]Y;/,+A5 M;4$^^GU;^V]\>/V3/V,/BYH_PKN/^"=_[/'Q&;6?!.B>,1XA;PW\-? ]K:/J M?B7Q)I-O92Z9'\&O%X9K-M'D?[9!K43S2,RS6%KLC+_SK?!__DK?PL_[*/X) M_P#4AL*_5?\ X+EL?^&N_"8(1B?@?X84';]U5\;?$14 R200F VM?CN M9^'/"V$\1O#S+,/+B2EE>:\,\;8W-)9AQEXAK"^TP&'X6QF'=5Y5Q1C\>E[= M.$51PM6+JU*;KJ-*'MJ/ZQD/BKQCFOA+XGY_7I\(5!9_#$MMXGNM0U3,&HW?_"/?#CX>DFS6PE6V:[& ML%Q>SO#_ &>?M'VWY"QTZ>!SU. ><'@X^Z_^"9O_ "?5^SGF.-D/ MC*]#M< &W6/_ (1G7!*&W?+YS0F00AN#\^2!7ZY_MH_\%&;S]C/]H7QQ\(?@ M1\(?AY?/=W4/BWXT:UXGL=8N->\6>,/%^@P^)I+>UOM,U73]-LOL>@76ES#^ MV8M1AN8I(DL88#!>-=?8XK.L7PCG7"?AOPIP;A,\K3X0QG%5&OC^/\VR_#*E MB,^@JSGBN(+YBJCH7CAJ*O4Q&)G2H37).5_CL-PWA>/^'.*_%CC;CG)N&:." MXNP/"=>.1,Q$X87&8=Y$? OCIO"WAJZT[1K^[>YUZU\4-XZ>]CO;M[#2%O]0D\+3Z M>T\TKK?1SH+",Z\3.)0>%7 V<3R'*ZGBSA*6:9SBI4N'LCR/AJ66)^'.0O1J_4S2_V)O"'BK_@IYXH M_9:L$U"T^$OASQU>ZEK8$E@ES9?#K3/#&E^*_P"P[?4;.47$&B3+J&C>#K%9 MX+>312DNJVXD?3W"_8WQ[_X*HV7[-'Q%\0?LZ_LT_ 7X0+\(?AAX@UGPEXKD M\2Z/J<6G^*'TMY]'\66VFVVD>(M*^R7CZY8:IHSZYJ&B^.YO%4HBUM-+N8YY M%EZ\?XDX['8O(<%PGPU_KUF68<*X+B]89S7",U6% M7E<'[!U7*R9P99X04\-@^(\X\1^._P#4;*V]FD>":A\*_AC#_ ,$:-"^*B?#OP0OQ.G^($-A)\0&\$^&3 MX]:SF^*>MQO:MXJTW[-K(21%3RWAU* [(P6B8DFOA%_CU\-X_P!EF_\ V?G_ M &=/!4OQ);5+G4X_VD(Y?#4_C^"V@\8/JZ:;'/J/PV.KRK!':&"=9/'H>-77 M]^Q8"+]K?VKO'OPL^)O_ 233QO\'?!]A\/_ ?X@^*OAN^NO VGO^X\(>+I M/B'=/XTT!8/)M!;);^*)-5N8X?[.TD>7=I,-)T\3_9T^?[- ?^"%ER_(*_%: MW7'9P_QOLCDCN8MAVD]!,^.IK\TX;XEH8K),[S;/Z=;$XG._I Y9@982KQA4 MHU,EKXC+ZU#V\"Z5\1O!W@'Q'XS\2V_@+684N-.\6>*8OBWKFG^#=(N4 MN8[BUD'_ DNHZ;(OVJRU0JL

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end GRAPHIC 43 tm2224121d1_ex99-p57img01.jpg GRAPHIC begin 644 tm2224121d1_ex99-p57img01.jpg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end GRAPHIC 44 j22320872_aa001.jpg GRAPHIC begin 644 j22320872_aa001.jpg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end GRAPHIC 45 j22320872_aa002.jpg GRAPHIC begin 644 j22320872_aa002.jpg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end GRAPHIC 46 j22320872_ac003.jpg GRAPHIC begin 644 j22320872_ac003.jpg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end GRAPHIC 47 j22320872_ba004.jpg GRAPHIC begin 644 j22320872_ba004.jpg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j22320872_ba005.jpg GRAPHIC begin 644 j22320872_ba005.jpg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end GRAPHIC 49 j22320872_ba006.jpg GRAPHIC begin 644 j22320872_ba006.jpg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end GRAPHIC 50 j22320872_ba007.jpg GRAPHIC begin 644 j22320872_ba007.jpg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end GRAPHIC 52 j22320873_ac001.jpg GRAPHIC begin 644 j22320873_ac001.jpg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end GRAPHIC 53 j22320873_ba002.jpg GRAPHIC begin 644 j22320873_ba002.jpg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end GRAPHIC 54 j22320873_za003.jpg GRAPHIC begin 644 j22320873_za003.jpg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end GRAPHIC 55 j22320874_ac001.jpg GRAPHIC begin 644 j22320874_ac001.jpg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end GRAPHIC 56 j22320874_ba002.jpg GRAPHIC begin 644 j22320874_ba002.jpg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j22320874_ba003.jpg GRAPHIC begin 644 j22320874_ba003.jpg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end GRAPHIC 58 j22320874_ba004.jpg GRAPHIC begin 644 j22320874_ba004.jpg M_]C_X 02D9)1@ ! @ 9 !D #_[ 11'5C:WD 0 $ 9 _^X #D%D M;V)E &3 ?_; (0 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0(" @(" @(" @(" P,# P,# P,# P$! 0$! 0$" 0$" M @(! @(# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# M P,# P,# P,#_\ $0@ U $^ P$1 (1 0,1 ?_$ :( & @,! M <(!@4$"0,* @$ "P$ 8# 0$! !@4$ P<"" $) H+ M$ " 0,$ 0,# @,# P(&"74! @,$$042!B$'$R( "#$403(C%0E10A9A)#,7 M4G&!&&*1)4.AL? F-'(*&<'1-2?A4S:"\9*B1%1S148W1V,H5597&K+"TN+R M9(-TDX1EH[/#T^,I.&;S=2HY.DA)2EA96F=H:6IV=WAY>H6&AXB)BI25EI>8 MF9JDI::GJ*FJM+6VM[BYNL3%QL?(R'EZ>W MQ]?G]TA8:'B(F*BXR-CH^#E)66EYB9FINJ.NL_4;Z57]]?GU_ MWC3\0/\ TN'N?_[WM[]U[KW]]?GU_P!XT_$#_P!+A[G_ /O>WOW7NO?WU^?7 M_>-/Q _]+A[G_P#O>WOW7NO?WU^?7_>-/Q _]+A[G_\ O>WOW7NO?WU^?7_> M-/Q _P#2X>Y__O>WOW7NO?WU^?7_ 'C3\0/_ $N'N?\ ^][>_=>Z]_?7Y]?] MXT_$#_TN'N?_ .][>_=>Z]_?7Y]?]XT_$#_TN'N?_P"][>_=>Z]_?7Y]?]XT M_$#_ -+A[G_^][>_=>Z]_?7Y]?\ >-/Q _\ 2X>Y_P#[WM[]U[KW]]?GU_WC M3\0/_2X>Y_\ [WM[]U[KW]]?GU_WC3\0/_2X>Y__ +WM[]U[KW]]?GU_WC3\ M0/\ TN'N?_[WM[]U[KW]]?GU_P!XT_$#_P!+A[G_ /O>WOW7NO?WU^?7_>-/ MQ _]+A[G_P#O>WOW7NO?WU^?7_>-/Q _]+A[G_\ O>WOW7NO?WU^?7_>-/Q M_P#2X>Y__O>WOW7NO?WU^?7_ 'C3\0/_ $N'N?\ ^][>_=>Z]_?7Y]?]XT_$ M#_TN'N?_ .][>_=>Z]_?7Y]?]XT_$#_TN'N?_P"][>_=>Z]_?7Y]?]XT_$#_ M -+A[G_^][>_=>Z]_?7Y]?\ >-/Q _\ 2X>Y_P#[WM[]U[KW]]?GU_WC3\0/ M_2X>Y_\ [WM[]U[KW]]?GU_WC3\0/_2X>Y__ +WM[]U[KW]]?GU_WC3\0/\ MTN'N?_[WM[]U[KW]]?GU_P!XT_$#_P!+A[G_ /O>WOW7NO?WU^?7_>-/Q _] M+A[G_P#O>WOW7NO?WU^?7_>-/Q _]+A[G_\ O>WOW7NO?WU^?7_>-/Q _P#2 MX>Y__O>WOW7NO?WU^?7_ 'C3\0/_ $N'N?\ ^][>_=>Z]_?7Y]?]XT_$#_TN M'N?_ .][>_=>Z]_?7Y]?]XT_$#_TN'N?_P"][>_=>Z]_?7Y]?]XT_$#_ -+A M[G_^][>_=>Z]_?7Y]?\ >-/Q _\ 2X>Y_P#[WM[]U[KW]]?GU_WC3\0/_2X> MY_\ [WM[]U[KW]]?GU_WC3\0/_2X>Y__ +WM[]U[KW]]?GU_WC3\0/\ TN'N M?_[WM[]U[KW]]?GU_P!XT_$#_P!+A[G_ /O>WOW7N@QW[\AOG%U_NKI/:>2^ M+/Q2K:WO'L[*]6[?J:'YP=O&EQ&7Q'37;?=_=>Z][]U[KWOW7N MO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][] MU[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO M>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U M[KWOW7NO>_=>Z][]U[HH'R6_YG/_ "]O_%O]Z_\ P OSA]^Z]UU\-O\ CW._ M/_%P/E!_[]3,^_=>Z'3M'L*HZVQ6V\NFVZC<%'F^Q.M-AY"6')T>-3"1]D]@ M[8Z[HLS(*A)ZBO\ L&.\D:/>2*P)]U[HL?87S8I]A25;'J[,9>@K M\YVKB-E9&'<-+!#F4Z(W5D-B=IR;GCCQ-;+LZLFWS14^&VK"HR,>Y,GF\33/ M-035DD=+[KW1ENJNV=M]NXS.9G;+PG'XC/-AXD;)8VJRDM/_ O&9*DRF3Q= M#45$^!AS,5>:C'QU!#UV+:FKXKT]7"3[KW0I>_=>Z][]U[KWOW7NO>_=>Z][ M]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7N MO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][] MU[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[HH'R6_Y MG/\ R]O_ !;_ 'K_ / "_.'W[KW77PV_X]SOS_Q<#Y0?^_4S/OW7NAL[WL7MR7?6]-B4^+W9M+>2UVR(MCR9"KR^QMQXO>&UEJSOG96]Z'[/&;JP=% M7:(H(FG>F6*5I*=Y89/=>Z3--\=MCP2[K9\ENZHI=UTN[\>] KQU754LF)P- N\NQ>QI,+MREIJ&DDIL7-V!VYN7+'[F2K MJ(Y_=>Z][]U[HMOR0ZOP?;6.Z\VAE>OL#NV M7+]A8>BJ=TYK:V*W!)UQL^CCFW?OG*8_(5]#45NV*[>6$VA_=FEKZ":EK:/) M9FDJHI U,"/=>Z#/YD;=WCO78Q&P<3FLYO#&-NW:VT-C9+9V\\CMS/;ZW#@: M$[+W_!NG:&6V\_6V:Z[S<<=3B-W5V0I\?B&DK63QY%:&KH_=>Z4&V:*.L^5% M3-+@]Y8W,;)ZM3 ;C[#J^O=^8S$=UYK-0;2J67^]PVW%UC3;5Z]I<2):''09 M2>IFS>;R1IJ:A2DK)]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O? MNO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U M[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?N MO=>]^Z]T4#Y+?\SG_E[?^+?[U_\ @!?G#[]U[KKX;?\ 'N=^?^+@?*#_ -^I MF??NO=.'RN[UW?TAM_:U?LK&8?*Y#)5FXLEG5R>%R>YEQ&SMI;UZS;^RZ+(/0TV7W.TM=!MY:V!WQU<9TC7W7NC8>_=>Z][]U[KWOW7NO> M_=>Z][]U[HI_S8[VW=\;_CSNOMK8^.VYE=QX+*;5HJ2BW729.NPDD6"Z"_\ 06[$ M_P#MI^WO!7Y]4U'JSG^7)\T>TOE]_IC_ -)6!V#@_P#1Y_H]_@O]QL7N+&_= M?WL_OQ_$?XI_']U;F\WA_NS!X/%X-.N35KNNAN1 E*=64UZLX]M]6Z][]U[K MWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_= M>Z][]U[HJ?RUVSN[=>T^O,?@WJ'V9#VA35G<&-I]C9SLT9S8"=?]A4^'Q%?U M[MK+8K-[QP<_;=5M=\E01K5T\^.CG%; U!]T\?NO=![WQB]^[VZ ZYV_D-C5 M6T\Y29+8#]F8;"=?S]O;$VA*.N,KDJ_&CJ/!M6S=U;)Q.]I:+"PTE"[+BJ^2 MFS0=DP[7]U[J=MB3)X/NWXPU>YMG]J8[<,OQ/W1LO>LT^&["[)P.VMVYSW]NU773;DBGVEN7[[*O+1M/]O'+5&..IQZR>Z]T>#W[KW7O?NO M=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]T4# MY+?\SG_E[?\ BW^]?_@!?G#[]U[KKX;?\>YWY_XN!\H/_?J9GW[KW1A-^=7= M==HT=!C^Q=E;;WI0XRHFJ:*DW'BJ7*00FKIVH\A3F*IC=9MI7U4U M;3.T,\]^Z]U[W[KW5]^Z]U[W[KW6-YHHVA226.-ZB0PP([JK3RK%+.8H58@R2""!W*KCV_7;AP=%GLC&DV/PE7EJ"FR]=%*\T4_=>Z][]U[KWOW7NO>_=>Z] M[]U[KWOW7N@*^379^?Z8Z$[1[3VO28BOW!LG;$^:Q5'GZ>MJL-4545330K'D M*?'9#%5LM.5F-Q'41->WJ]V458 ]:.!U0'_P]%\H_P#G@N@O_06[$_\ MI^W MO!7Y]4U'H_W\O3Y\=P_+/LS>NS.QMM]:X7%[;V(VYZ&?96'W1CJ^6O7<&&Q0 MAJY<[O'K*2>K<_;75NO>_=>Z][]U[KWO MW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[HH'R6_YG/_+V M_P#%O]Z__ "_.'W[KW77PV_X]SOS_P 7 ^4'_OU,S[]U[IM^8_:N\^N,9L:F MV]F*79^V\M-NO,;TW=5[QP>PJG)T6U<7128_J39^Y]Q;$[ QE'V-V7+EY9L5 M$M+35E7!A*N&EK**HDCK:?W7NCD4-4*ZBHZU8*JE%92T]4*:N@>EK:<5$23" M"LII/73U4(?3)&W*."#]/?NO=2O?NO=>]^Z]U[W[KW7O?NO=5S?S6?\ LBGL M7_M?]>_^]OA/;D?QCJK<.M3#VIZ;ZOT_D=?]S/\ _E%?_FM>V9O+JZ=7Z>V. MK]>]^Z]U[W[KW7O?NO=$Q[CZ=[BWI\GOC+VEAZO965ZQZ?WED,O+M_+G+4V; MVK6;CZB[RV)O/?%$L=5_"'[S%0RUX1_M#,TN)GIJAI(YE7W7NF/X_=>Y[86[.ZF7;NX-L;"W1O3+;MP%!O* M#JEMRUN]=X=@=F[Y[)SF/R?5\U;/7==Y:JW;CVP<>XJF3<%*ZUD 'W7 MNC0>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z*'\]_^R.OD%_X8-7_[ MG4'NZ?&.M'AUII^U7375R_\ )4_YGUVK_P"(AD_][/:_MJ;X?SZNG6RC[3]7 MZ][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWO MW7NB@?);_F<_\O;_ ,6_WK_\ +\X??NO==?#;_CW._/_ !<#Y0?^_4S/OW7N MC@>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NJYOYK/_9%/8O_ &O^O?\ WM\) M[U/3?5^G\CK_ +F?_P#**_\ S6O;,WEU=.K]/;'5^O>_=>Z] M[]U[KWOW7NJM_P":/\C.Y?CGL+JS-=-;Q_N=D]Q[OS.+S-3_ '>VKN'[RAI, M,E73P>'=6#SE/3^.H.K5$D;GZ$D<>W8U#$UZJQ(&.J6?^'0/G/\ \_P_]AIT M_P#_ &O_ &[X:>G5=1ZOL_EL=W=G]_?'BMWUVWN?^]FZH>QMRX&/*?P7;V!T MXG'XO;E324GV.V<3AL]^Z]U[W[KW7O?NO=>]^Z]U[W[KW10_GO_ -D=?(+_ ,,&K_\ D-]= M@Y[=G=NR>RFI5S.P-[8]=MHF#Q^#K,AL'<.&BFPFY'I\'NS>^'3"YK<&,RZX MF*:O7-Q8RFA.4I:>I?\ <]U[I UV\_D%G,9W=3];9+;^]VVKO#KS;^T-Q87: M.,PM2MRN,I,-DJN>KQM/)4U-;B\=4UV+HZB: MH+,R4E14T=S>GFEA*2-[KW2\]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^ MZ]U[W[KW10/DM_S.?^7M_P"+?[U_^ %^_=>Z][]U[KWOW7NJ2?YVG_,KND?_#^W#_[SL?MZ'B>JOPZU MS?;_ $WUM(?R=?\ LDO(_P#B7MX_^Z3:/M/+\7Y=.+PZLLWWE9\%LW'KG-1)[KW16\O\F^T:7IOI/L*AQ^Q6SNX M_B3NWY5]BTGZ]T?KW[KW0(T.]=Y/W]DNNVKMHYS9L'7-5O&OAQ&#RM#NOK_ M "4VZ"'='R-WCM MGP<+09:LR^W]QX_=W6O355W#/N[?>Y]>9PF$ZWS<&&K MZ!G3&FHQT3XVM,E5_$7HZ+W7NA*^-_9^[.T]E9K)[XQRXCWL_3)NCKG+;O[!K=EY9Z3<"/# Z0O MSW_[(Z^07_A@U?\ [G4'NZ?&.M'AUII^U7375R_\E3_F?7:O_B(9/_>SVO[: MF^'\^KIULH^T_5^JHNR_GS\-OB[OS=_14O1VZL74[.W9C\_EJ3KSK/JRBVA4 M[OJ,=ALY2[HH8&WCM^2;.0QM2G[V2CBJEE@6S$(C>W%C9A44ZKJ Z NB_F3? MRYL=@-R[5Q_Q8W'0;7WG545=O#;=%TAT72X#==;C:_\ BF.K-RX>#?28[.U5 M!DS]S#)51RO%/^XI#\^]^"WRZ]J'5Y-)24M!2TU#0TU/14-%3PTE'1TD,=-2 MTE+31K#3TU-3PJD,%/!"@1$0!54 #VUU;J1[]U[KWOW7NO>_=>Z][]U[KW MOW7NO>_=>Z][]U[KWOW7NB@?);_F<_\ +V_\6_WK_P# "_.'W[KW77PV_P"/ M<[\_\7 ^4'_OU,S[]U[HR6[>P-A[ AQU3OO>VT=E4^7KDQF)GW;N3#;;ARF2 METB/'XZ7,UM&E;72%AIBB+2&XL/?NO=*[W[KW7O?NO=>]^Z]U[W[KW7O?NO= M5S?S6?\ LBGL7_M?]>_^]OA/;D?QCJK<.M3#VIZ;ZOT_D=?]S/\ _E%?_FM> MV9O+JZ=7Z>V.K],^%W#@-R4]55[=SF'S]+0Y3)X.NJ<+DZ+*T]'FL+62X[,X M>JFH9YXZ?*8G(0/!4T[D2P3(R.JL"/?NO=)V+M#K.?:%3V#!V)L6;85'--3U MF]XMW8"3:%)44^1&'J(*G=C]O0\3U5^'6N;[?Z;ZVD/Y.O\ V27D?_$O;Q_]TFT? M:>7XORZ<7AU91O[:VR-Y[0S>W^Q]I[;WQLJHIX:[.;8W;@,7NC;^1CP=73YV MB>MP6:I:W&UTF.R6-AJJ?R1L8JF&.1+.BL&NK=5>)_,A_EW1X&/:L>U)8]L1 M;=K=H1;<3IC&K@8]IY&:*HR&UX\.L(QZ;=KZB!'FHA']M*Z*S(2 ?;GA/U74 M.EKT1\H?Y?W;FZ.K?C[U/U?MJ@?#Y3(YSJO:9Z2VYMW:&RLUMK#93=4V8VO1 MPX]<5M3*4M'AYI(:BCAAE$H 5@3?WHQLHJ>'6PP/5GWNG6^J]N_.\_AS\5NR ML]_I.VYD:7>_=>UJK)[NJ<7M_*;CHMX8'()1[2JTW#2R9!L7433X_:%+1$- M7%%210@B(!/=U1F%1UHD#CT"-5_,>_EXUVX-P[JKMO96NW!NW U&U]T9.MZJ M%7-N#;]924N.K\5F$J))8,A2Y/&8^EI:L2HQJZ2CIH)B\5- D>_"?K6H=6'? M'ZHZGRW5>V]V]+;?I=O;$WQ$VZJ"*'%?PFMR,U6L= ^2S$4C25=1DFIL;%!Y M)Y))%IX(H@PCC15H00:'CU;H+/GO_P!D=?(+_P ,&K_]SJ#W9/C'6CPZTT_: MKIKJY?\ DJ?\SZ[5_P#$0R?^]GM?VU-\/Y]73K91]I^K]:>7\QO_ ++6[Y_[ M7^W_ /WB-L>U4?P#IH\>B2>[]:ZWZ/:+I[KWOW7NO>_=>Z][]U[KWOW7NO>_ M=>Z][]U[KWOW7NO>_=>Z*!\EO^9S_P O;_Q;_>O_ , +\X??NO==?#;_ (]S MOS_Q<#Y0?^_4S/OW7NE]\B=J]K;]VMBMB]>X;KW,;4W9EFQ/VY-EU^ M1ZOFI)ESNU-IU.W^NNP U=O56&-KZB84 M]^Z]U[W[KW7O?NO=>]^Z]U7-_-9_[(I[%_[7_7O_ +V^$]N1_&.JMPZU,/:G MIOJ_3^1U_P!S/_\ E%?_ )K7MF;RZNG5\&>PZ6IDSW7N/V[1 M5VR^K.K\ALS"9?;M=BI9>I-C[FPF3[*A,3P4U?1[X=L9@<;!4F+(?P'%XR6N MAHG6>BI/=>Z#?']2=FP[)WENI]M=B2]A57R$K.XNL<3D]P]*OOFE>MZVJJ%J_J2#;]-22Y;'00X49BHQNVQBY88ZC)4\L0]U[HV'2&PLAU7TOU#U? MELQ'N'*];]7[ V%D\_#3K219S(;/VIB=O5N8BI4CB2FCR=3CFF6,(H0/8 6M M[]U[JIG^=I_S*[I'_P /[JOPZUS?;_3?6TA_)U_[)+R/_B7 MMX_^Z3:/M/+\7Y=.+PZLYW7_ ,>MN7_M09G_ -UU3[:ZV>'6AM[6]-='Z_E? M_P#9<_1__E2__?/]@>Z2? >K+QZV[O:7ISK6N_G5_P#,^NJO_$0Q_P#O9[H] MJ(?A_/JC]4T>W>J=;EGP(_[(Z^/O_A@TG_N=7^TK_&>G1PZ]\]_^R.OD%_X8 M-7_[G4'OR?&.O'AUII^U7375R_\ )4_YGUVK_P"(AD_][/:_MJ;X?SZNG6RC M[3]7ZT\OYC?_ &6MWS_VO]O_ /O$;8]JH_@'31X]$D]WZUUOT>T73W7O?NO= M>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]T4#Y+?\SG_E[?^+?[U_\ M@!?G#[]U[KKX;?\ 'N=^?^+@?*#_ -^IF??NO=#9VCV_MCJ:BI*O/4>X,Q-5 M4>^\Y\8*FGJ)MO[.Q=1'+5BG$]=42ST]'14]77 MU5)23^Z]T*$,T51%%/!+'/!/&DT,T+K)%-%(H>.6*1"R21R(P*L"00;CW[KW M7&H>:.GG>FA6HJ$AE>"G>7P)/,J,8H6G*2"%97 4OI;2#>Q^GOW7NB"[B^1' MSLPF2:AQG\NG^^%*L,4HS.W?EUT[38UWD!+TZQ;MPFU\P)H"+.6I!&2?2S#W MNGSZ]TQ?[,_\_/\ O6#G?_2POCO_ -?_ 'Z@]1_/K5>A4H^W/F?54E+4S_#; M9&.FJ*:">;'UGRKPKU=#++$LDE'5/C^HZZ@>II78HY@GFA+*=#NMF.NM]%J^ M86VOG!\ENA]S]18/XP]7;9R.>R6VJZ',97Y/Q5E%3K@L_09B6.2"CZ:6=FGB MHRBD/=D;2U>M$5'5-?_ U#_,;_ .?8= _^E#Y/_P"T[[>\8>AZKHZL M9^ /Q[^>7PZ_TL_WE^//4&\O](O]P_LOX'\EVH/X;_='^^?W/W7W_3;>7[S^ M\\>C1^GQ-?ZCVV[AZ4ZV!3JQG_2M\RO^\0NO_P#TJBA_^TS[;ZMU7=O;'_SV M\IO/=V3V3-T3MC9F1W/GZ[:.VZOLGKK)U6WML5>5JZC 8.IR57\9:JJR%1B< M5)%3O/++))*T99F8DDN QTR,]:H?7J-M;&?SY*#N M(RN-3XB]>Q/D,;74*2O\IZ)EC:KII8%D8#IFY5#)<@,/0]4T=&-^)?P._F#?'/Y!; [ES72O2.X M\9L[^]7W.%Q?R/JZ2NK/[P[)W)M6'P5%7TX:>/[>HSB2MJ'*1D#DCW5I RTI MUL+0UZNE_P!*WS*_[Q"Z_P#_ $JBA_\ M,^V>K=59?/#XI?/KY==B[/WKMWH M/IK:%+MK92[6GH2," BR M\\^_*=+5Z\,/0]4T='E^!_Q2^? M7Q%[%WAO7<70?36[Z7Z/(&%!UL"G5IO\ I6^97_>(77__ *510_\ VF?;75NJ2/D_\ /YA/?G M?'8G;N(Z8Z/P&.WKDL;74N'R7R.K*FMHEH7',X*\:6 ^ MOMY9 JTZH5J>@$_X:A_F-_\ /L.@?_2A\G_]IWW;QAZ'KVCK8R_TK?,K_O$+ MK_\ ]*HH?_M,^T_5^@)^0_S=^1GQDV##V/V/\/-OS[>GW!CMM(FVODOB,GD? MXCDZ;(5=,S4U5U1C8A3"+&R:F\EP;<&_%E4L:#K1-.B/?\/OY7_O#'._^CWV MO_\ 8-[OX3?+K6H='!^-7\P+OOY5X/(77_P#Z510_ M_:9]UZWU5[GOYXVX=NYS,[?R'PRR[5^"RN1PU::?OK;$E.:O&5DU%4F"1MAQ MM)"9H&TL54E;&P^GMSPF^75=0Z4/6_\ .BWEVGO[:'7&V?AI7IN'>VX,9MK# M/E._MMTN.7(Y:I2DI6K:F+K^JE@IA+(-;+&Y _!]^,; 5QUX,#U>3MZKS-?@ M,'7;CP]/M[<-;A\95Y[ 4F57.TN#S-110393#TV;6BQJYFGQE<[PI5BGIQ4* M@D\::M(;ZMT\>_=>Z*!\EO\ F<_\O;_Q;_>O_P +\X??NO==?#;_CW._/\ MQ<#Y0?\ OU,S[]U[H5NWNGW[-_AU9BMU56RMPTNW=Z;#J<]2XNGS,LW7W9<. M%IM^82DHJRIIJ6CS52VV\=6XO(.)TQ^3QU/)-35M(:FAJ?=>Z%['8^BQ./H< M5C:>.CQ^,HZ;'T%)""(J6BHX4IJ6GB!)(C@@C55N3P/?NO=>R-9_#\?75_VM M97?8T=36?98Z#[G(5GVT+S?:T--J3[BLJ-&B)-0UN0+B_OW7NBB[B[EWPO:N M-@QE1-@\'CJKX_8L=59C!XZ+=&]*/O?+[HQ^>W'65%2[9;$5W6U#MZ6N@AHI M/ D&W=P)5QU9DI9<7[KW0J;FW;N2B[DZ8QF(W!0S[%WWA=]K7XF#'453]_5X M?"TF]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^ MZ]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7 MO?NO=>]^Z]U[W[KW54_\XK_LDO'?^)>V=_[I-W>W8OB_+JK<.M6_VHZ;ZV,O MY)?_ #*[N[_P_MO?^\[)[8FXCIQ.'5VWMGJW6BMVM_S-'LG_ ,/[>/\ [T61 M]K1PZ:/'H7OA;_V5I\=?_$O;(_\ =W2^]/\ "?LZ\O'K=+]H^G>O>_=>Z*!\ MEO\ F<_\O;_Q;_>O_P +\X??NO==?#;_CW._/\ Q<#Y0?\ OU,S[]U[H2NV M.Z8]B8+=V4VA3;-[!RW6[8V7L+9B]@18?>6)CS5'!6;:V_AIV]@*S-XS(Q^9:C?,4.,RLL#5U!1Y5L=3FIBBD1)S!'K#:%M[KW27 MR/4W5>7SFV=SY;K3K_*;EV53T-)LW<.1V;MRMSFTJ7&3-48VFVSEJG&RU^!I M\?.Q>!*62)8G)*@'GW[KW4C:_6/6VQ\KG\[LKKW8^T,WNNH-7NG,[7VG@=OY M7_=> MZ][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWO MW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z M+3\K/C3@_E9UA3]8;@W-E=J4%/NG$[I&4PU)1UM6U1BJ/*4<=*8:TK"(95RC M%F_4"@M]3[LK:37K1%<=5O\ _#)?5W_/[M_?^@]MW_KY[<\8^G6M Z/M\0/B M!MOX@[;WAMS;F\,WO"#>&;H/0O?"W_LK3XZ_^)>V1 M_P"[NE]Z?X3]G7EX];I?M'T[U[W[KW10/DM_S.?^7M_XM_O7_P" %^YWY_XN!\H/\ WZF9]^Z]T-79_4. [7EV7-GLUN[$OL+:3S):9(W3W7NA6]^Z]U[W[KW7O M?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z] MU[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O? MNO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW14_E;LG>^^N@/D9M"GV3B^Z9-Z==Y M[;W5W6^%P&T\1N"AW%E=H5^'@KLYN;M'LK$['R\E-NBJCKZ>J1,))C:9-"I5 MSJLC>Z]TZ=Y8G,=H]09/$3]=;LIJXQ]>[II]GYK ]>[_ *+<697=<=1)UONS M9]-VIB-M;FQ]&^-A_CD=3G<=A!2UDOQ2INS>N- MDUN?ZNAW#V1N/=*X#;==+L3*8G*393JWH;9N4E:MS>*V;L?-[[:JQ/\ #JR: MEHH-CTT$C/'5(9?=>Z/U[]U[K16[6_YFCV3_ .']O'_WHLC[6CATT>/0O?"W M_LK3XZ_^)>V1_P"[NE]Z?X3]G7EX];I?M'T[U[W[KW10/DM_S.?^7M_XM_O7 M_P" %^YWY_XN!\H/\ WZF9]^Z]TP_,3Y8GH/KS?$NT:&N3 ML# X'<>:ILKO'KCL=^ML?C]K;+J-]92O_O-3XC%X#=Z.U#+'/%%/$VJ*:-)8VLRZHY%#HVE@&%U(X(!]^Z]UD]^Z M]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O M?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z] MU[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW6BM MVM_S-'LG_P /[>/_ +T61]K1PZ:/'H7OA;_V5I\=?_$O;(_]W=+[T_PG[.O+ MQZW2_:/IWKWOW7NB@?);_F<_\O;_ ,6_WK_\ +\X??NO==?#;_CW._/_ !<# MY0?^_4S/OW7NC:9''8_+X^NQ.6H:/*8O*4=3CLEC_=>ZF>_=>Z][]U[KWOW7NO>_=>Z][]U[KWO MW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z M][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW M7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NM%;M;_F:/9/_ (?V\?\ WHLC M[6CATT>/0O?"W_LK3XZ_^)>V1_[NZ7WI_A/V=>7CUNE^T?3O7O?NO=% ^2W_ M #.?^7M_XM_O7_X 7YP^_=>ZZ^&W_'N=^?\ BX'R@_\ ?J9GW[KW21^6^<[M MIY<-CL3CVPG5U-59G.29C8VX^Y*O>_9.>PFW*"HVEU%FH^G,-MG?O5D.^MRU MU:E'EZ/)0SSU-%1U-5138VIJ*6GGJ,=42TTU1 M03RQ))+13S44]31RS4LC%&:&22)F4E69;$^Z]U*]^Z]U[W[KW7O?NO=>]^Z] MU[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O? MNO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U M[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW6BMVM_P S1[)_\/[>/_O1 M9'VM'#IH\>A>^%O_ &5I\=?_ !+VR/\ W=TOO3_"?LZ\O'K=+]H^G>O>_=>Z M*!\EO^9S_P O;_Q;_>O_ , +\X??NO==?#;_ (]SOS_Q<#Y0?^_4S/OW7NC: M5N1Q^.6G?(5U'0)5UE+CJ5ZVIAI5J]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO= M>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[ MKW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=> M]^Z]U[W[KW6BMVM_S-'LG_P_MX_^]%D?:T<.FCQZ%[X6_P#96GQU_P#$O;(_ M]W=+[T_PG[.O+QZW2_:/IWKWOW7NB@?);_F<_P#+V_\ %O\ >O\ \ +\X??N MO==?#;_CW._/_%P/E!_[]3,^_=>Z0?S.Z;[A[9QV/HMOX3![_P #0UFX*S;6 MVL7B,)B_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[ MKWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_ M=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[K MWOW7NO>_=>Z][]U[K4%[&^#'RYRO86^\ICNA=]U>/R6\]T5]#5Q4E$8JJCK, MW75%+41$UP)CF@D5EX'!]J@ZTX]-D&O0F?%3X7_*;9?R2Z/W9NGI+>N$VYMW MLS:>7S>7K:6D2DQN-H],ZE3GRZ\ :];5WM-TY MU[W[KW10/DM_S.?^7M_XM_O7_P" %^YWY_XN!\H/\ WZF9 M]^Z]T93=.^=I[*; )NC-4^(;<^X,3M;!B:*IE^]SF=R%)B,12'[6"<4D==E\ MA34B3S^.G^[JH(2XEGB5_=>Z@X#LO8VZ-S;@V?@=PTN1W#MAIERM#'!6Q1M] MI6OB\F^)KZFFAQNXH<%FHGQV2DQ\U4F,R<;T568:I&A'NO=+KW[KW7O?NO=> M]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[K MW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>] M^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW3'G-PT&WEQ3U]/G*@ M9G.8S;U(,'MCVMX46W\?M[:V8FFZHJL7MO,867>&RZ;L+L_9LFZ*'.Y#= MVXJ#?&'\&TL:LE93T>$D@R$T_P#D,'\"QW7G96W-K==-5[@W%V'M797;G^FS9VYERE))BLEM M^FP5713T=;,TBR_;^Z]T.70>_<]V9U1MK>&ZJ:AHMS5=5NC$[BQU!BFR5''D\M24V1BFCI MZ5G=G7/9.>VW'C.MOX'N>NK^W.K.R\E%V?V)GMM8O!TO5_8^Q>Q8L!M7^ ]; M[[F2CSTVR_LRDB1+1M5M4@SE?MV]U[KW6G2VX=F]AU.XLKEZ7W/0U$$..P\FS]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[ MKW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=> M]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[K MW0>XGJ3JG 5^Y.K]V;GP>>J=U87<>Y:RCQ ML-1G<]A]T5LV2I:RJ:6HIZ^5ZB-UE9G/NO=<3U%U8Z[W2?KO9=:.RY(I.Q#D MMMXG)MOH4TM7-10;N?(4M2^X:/'/7S"E@JS+#2I*RPJBDCW[KW2LV_M[ ;3P MF,VUM7!X?;6W,)1PX_#8#;^,HL-A,1CZ==$%#C,5CH*:AH*.!>$BBC1%'T ] M^Z]T\>_=>Z*!\EO^9S_R]O\ Q;_>O_P OSA]^Z]UU\-O^/<[\_\ %P/E!_[] M3,^_=>Z,!V!V'0]=4^VZ[*X/<&4QNX=Z;-V/+D<)'AY:;;^1WYNK"[)VYD,V MF3S6*JVQ=3N?<5%2O]C%6U4?F\IA\,Z]U%V[V739W?V[NNJO:NZMM9K: MV-QN=IJO.C;4N+W7MS*Y3-X:EW!MZ7;NY<_74M"]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO M=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W M[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO= M>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW10/DM_S.?^7M_P"+?[U_^ %^&[FQF[LCA\!GMO-LG?65Z]S-'G3/87%X/)Y,XW, M]=;RWWM?(TM"^<6BJ!'7FHI,E2U5)410ST\B#W7NG#.^9=NY*G?=T6^*>NDVWL:NF2=,++0%A'&:@ M.^D>Z]T$+?+?9[];=F=G4.P>S,GB>M^K\!W='AZ2GV##G]]]/;KIMTU^V.PM MF1Y+L&@P\./S>*V3E:I,=G*W"9V".C*5%##-+!%+[KW0I=A]S;2ZVW3U?LS, MP9K([@[9W4VV-OT6"HZ:L.,BAI7EK-T;C>IKJ$8[:M#7S4=!)41^>8UV2I8T MA<.[Q^Z]TOMR9:OP6$R&6Q>V,YO*OHXXWI]L[;J-M4N;RS//%"T./J-W[AVI MMN.2&.0RL:K(4R&-&"LSZ4;W7N@!J_E1L:EVUL+=@VUOJJPV\MBGL[.5%+1; M89>K>O*:IPM'E]Y=AS2[LAI/X#AJG,WDFP4N<^ZIJ2JK*(55% ]3[]U[IZWI M\AMO["I/D#6;BV;OBG3X\=3Q=SY]8O[CR'>FRJC'=CUU+-L:9][Q4BY"HEZL MRM,(L])@ECF$32.D#F9?=>Z%+8>[Z??VS\!O*CQM5B:/<-",C1T-9EMHYV=* M2261::;^,;#W-O':&0AK($6:*2AR=7$T4BW8/J1?=>Z#G=/?> V+GMX8?>VU M-Z;9Q^T>L]^=MKNJJBVIE,#N3976?]W_ .^=9@:?;>[8R'7?8V-KJ'M[8?2V]-L5/^CR7/==[K M[)S>P\1M6MW/+0=A5NWLE@:JF[-P>0DEP5?F9XZ&N%X?/'-!'[KW3MB>^=H; MA[MW/T7@#3Y'Z47;W9L73^Q,[V'7;.W=O' [6QN4SVZ(]FOL_ M^(X+;6#Q5=FZ97[QVTO:, M/5RX3=$D\FZ#L!]X)3X,;1I^R!UE+W,-@S+)GX]WMF&ZNC&8%;'B'P>AUIOO M_OM5*ONO=-N/[XBRG4F2[;HNLNPC3X/<78>W=P;,K,EU)BMU8&3J[?.[-A;P MRN3R>7[3H.N$PM#D=G554LT>?D9J%XW*"0O%'[KW0I;(W.-[;+VAO,8+<&UA MN[:^ W.-L;LI:.AW5MP9_$TF5&"W+18[(9;'T>X,0*O[>MB@JJF&.IC=4ED4 M!S[KW0/U/R*Q>.3=U'E^N.R,5NS:VNLAN#=]=V175&.V>NVZ]U[JGOS:W;V[^V]F;>P>YL;7=.;F.T]QU^;.UCCZ_++FMU862'' M18'=.>S.-F0[4:M%-F:3$UTN)R..KXX'I*^GF?W7NE)O_LV+KNNVK'D]G;NR MN"W/N;:VT9MW81]GRX3;6:WINC%;.VU#G:#*;NQ6[JB'(9[-TT;28S%Y):>- MS+-XXHY'7W7NDKM_O[!;HW)N/:^%V=OBJR.+C[%?;$CQ[.I:3LMNHM[T_6_9 MT.S)*K>,,M#)LW?-=38^<[@3!)5-4QS4;5-+JG7W7NDKEOEAL;$; ZV[(FVI MOZHP'8O3.4^0,\5/2[/7(["ZFVYB-BYO=^Z-ZQ5F\Z2EE;:5!V'CS546$FS5 M?4-Y110U>@%O=>Z,EEJVIQV,R%?1XG(9ZJHJ.HJ:;"8F3%0Y/+30Q-)'CL?+ MG,GA<-'65;J$C:JJZ:G#,/)*BW8>Z]T7&M^4^UZ/9.,W>-@=G5V2JYNW&RG7 MV,Q^SHV?E.O\SM;9..P&7W54T*[ M?W;F-]4T>'QNX(I6JJS!TF-ET:(JEY9J5*CW7NE%UIV?2=DP[BB?:F[MAY_: MF6H\5GMH;Z@V_2[CH1E,#B=RX;)^+;.XMT8J?$Y?%9B/Q2QU;%*F&HI9EBJJ M6HAC]U[J+G^VL?M7?F(V7N3:^Z,/C<]1YNIP_8-1/LZ?9E7/MW;T^ZZ0^$^2%#N/:F=W'A^J^T)< MI@,7MW=%3L?)3=5;:W7/U_N_%9/+;6[&CFW3VCA-H46T\VF$KH%%;EJ7)4U5 M0U$-520/!*%]U[I88/N;";AWIU_M#';;W@M-V9T_F>YMK[MKJ#$8W -A,#EM M@8O(;;RF+K\Y3[\Q&\(H^R\74^"?"I1B%I4:I6HB:#W[KW2ZW=G\CMG!U.7Q M>S]Q;YJJ=H[;?VM6;/H_=>Z!6 ME^4&Q*ZKZ_6BP>]*G#[\VGT]O&7])3ND[>Z]TJL9W!493+]A[9BZL[&@W=U[C=KYQ] MK5%5U@Z,5@*&IJ-FY%GI\MD,570QP*SP*)H?)[K MW2PZZWUC>RMG8C>>*Q^6Q-+E&R=/)B\Y'CUR>-R&%R]?@Z6WOW7NB@?);_F<_\ +V_\6_WK_P# M"_.'W[KW77PV_P"/<[\_\7 ^4'_OU,S[]U[HX'OW7NO>_=>ZAY&FFK[I,WW"P2P^Z]T^8SX^8G;^_>J-X[8W M]V!MO ].]7Y3J':O5V/7K^KV%4;/RQV4:F+,5FN\/XYH-PTX7 M[.VDB6;R>Z]TJNK^J*3K*3>M>V[=U;YW#V#N:FW5NG<^[J?9-!D\AD:';. V MC0J:#KS9NP]L*M+A=MTT?F_AYK9@H$T\B1PI%[KW4.MZA:O[LPO=4W9/80? M;1K=G8[K33L"7K>&CRTLM3FLK'%4["J-]TN>S57%025-1!GH@PQ-+$JK3M50 MU/NO=!G4?$C:;=8=F=5X[L/L["XKLCK' ])PY['2=[ M,GS'7&5PM3C<+B=Y96DCK\_0YS.2Q5K/-72SQPS1>Z]T_;C^+^Q-Y[EZ\WUN M[%)O_,;.DW=_H]SFX-Q;;HM][.Z^.T>L]QX^#*;HKC+& M<'%Y8IVA)\3,C>Z]T)G:_7TG:G7VY>OEWSOCKF'=-''C*_=?7%7M_';QI<3) M50/E\?B,GN7;FZJ#%_Q[&)+03U45(M?34]2\E%/2U:PU,7NO=!_N/XY;8W30 M;1QV4W5O!*?;VRY^MMR18VGV#B:3M#KJMFPTV2V/OS$8[8E-@X=OY#^"K&4P M%+@IJ>GJ:F"FD@@J98V]U[IPAZ4R%-V7V3VA2]S=J4^5[&V'M[8"81*'IY]O M;'H=I9G=F==;#QO M6VU:?:N,R&4S"+F-U[CR6:S8Q"Y?.;CWQNO-[WW9G,E'@,3@<'#69K<^XJRJ M>.CHJ2EC:73%$B */=>Z"]_CGALCG>]LINGL+LC>F*^0&UYMD[IVCN";8D." MVWM%L-78*BVYLC([=V'@-Z8C#XBCS.3DIH*G+5L:UF6K:MP]54--[]U[IKW' M\9H-Q[-J-L'N7MS#YK+]J;([AW;V'B*;IK^^6\]W==9#8]=L\9RCRO3^5V#0 MXO%0]:X&E,6*P>->>GQJ^:1Y9JF6?W7NE93]#;:@[,'9QW#NR>K.[(>PY=L2 MR[:3;$_9,74XZ/;?TS4VV:?=!S$_5ZKC&HQE!A1I%0M"M5^][]U[J=W+U"W< MF(VWA7[)["Z[H]O;NP^\9QL%=@2#WNW-VYC/]B4G:\78^Y/]%7^ MD#!;]H\K296#.8NNP'5>!V]5QQ"@AH(J/)8W(4%/A88\5!#%C(HJ1/=>Z<*G MXY8\UW2U3B>S^S-NTG2^],IV'%B,5%U?44/8V\]R8S>^+WEGNQJK/=99K-SU MF](NR,W+D?X)68134U[30""1(V3W7NG+JGX^;8ZCW;OK>&&W)N[-UN^6D26B MW!_=%*/"4$N]-\[^>@I:O;.T=M9[=#?WC["R,BUVYJW/95!*Y6K5ZFM>J]U[ MIXWGU"V\^S>M.RI>R>PL&O5[9:HQ6P\,NP)MB9G*9NG;&9#.YZEW%L+/[E_C MQVY456*@JZ#*4$U)CLA61P&)JJ=W]U[IGPO0&%VYG-S;AP6]M]8W)9:'LJ/: MDB?W&JDZNE[BWG2]B]FU>R5R&QZQLC-NW?6/I)Q=-4[VVWU)DMW;FP> HZ]T9;>>WJS=NTMR;8Q^[-S M;$K=P87(XBFWGLQ\%'NW;$N0II*92G>KQ]9"DJAFB M:UO?NO= 7/\ %[;Z=F^.FW*O?._\ =>>W M?O3P.NXNIZCJ++P; AZQVOU\F,_AU1MK9M-A=AX?>F$H\I)45=37,;:^V]K8M,7B,7BD$,:T@=ZB:HJ)7DJ*F>63W7ND^_2=+5=N[A[9R M^_\ ?F?AS^RUZ_7K/-0]?5?6^"VO)&CY2AV]3IL&'>N/DW)E5^^RLK9N63)S M1TT529*2@QU-1^Z]T&N3^(V$R6PZW8@[@[FHERDVQ<=E]TPU/5M;NK-=<]:Q MY [.Z;S,^:ZKRV$RO6-%6Y6IJ*RGGH'R69-5509*MK*2MK::H]U[H3LMT]4Y M;MCK[MH]J]D4-=U_L?<6PUVE14O5IVCNS';MS&TLYN7)[H^^ZSK=V)F,M6;& MQ89L5EL730I2VA@B,DID]U[IR[HZJB[IV!DNNZO?&]MAXK-U6..0QN2VIOS-U. M70;>J<%35=1((:N&HHT2F7W7NDMC_C758[8G<.RHN_\ O,GHIJ:">/W M7NASV3M:'9&T=N;/IZ MZ^&W_'N=^?\ BX'R@_\ ?J9GW[KW1P/?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W M[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO= M>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[ MKW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=> M]^Z]T4#Y+?\ ,Y_Y>W_BW^]?_@!?G#[]U[HIF?\ ]D2_T@=L?PK_ (<3_CG^ ME3>_^DC_ &7O_AXO_1;_ *4OXJW]_/X+_LO/_&&_O/XWK^]_@7^2?=:[_N:_ M?NO=0_\ G##_ ,&_?^U\_?NO=>_YPP_\&_?^U\_?NO=>_P"<,/\ P;]_[7S] M^Z]U[_G##_P;]_[7S]^Z]U[_ )PP_P#!OW_M?/W[KW7O^<,/_!OW_M?/W[KW M7O\ G##_ ,&_?^U\_?NO=>_YPP_\&_?^U\_?NO=>_P"<,/\ P;]_[7S]^Z]U M[_G##_P;]_[7S]^Z]U[_ )PP_P#!OW_M?/W[KW7O^<,/_!OW_M?/W[KW7O\ MG##_ ,&_?^U\_?NO=>_YPP_\&_?^U\_?NO=>_P"<,/\ P;]_[7S]^Z]U[_G# M#_P;]_[7S]^Z]U[_ )PP_P#!OW_M?/W[KW7O^<,/_!OW_M?/W[KW7O\ G##_ M ,&_?^U\_?NO=>_YPP_\&_?^U\_?NO=>_P"<,/\ P;]_[7S]^Z]U[_G##_P; M]_[7S]^Z]U[_ )PP_P#!OW_M?/W[KW7O^<,/_!OW_M?/W[KW7O\ G##_ ,&_ M?^U\_?NO=>_YPP_\&_?^U\_?NO=>_P"<,/\ P;]_[7S]^Z]U[_G##_P;]_[7 MS]^Z]U[_ )PP_P#!OW_M?/W[KW7O^<,/_!OW_M?/W[KW7O\ G##_ ,&_?^U\ M_?NO=>_YPP_\&_?^U\_?NO=>_P"<,/\ P;]_[7S]^Z]U[_G##_P;]_[7S]^Z M]U[_ )PP_P#!OW_M?/W[KW7O^<,/_!OW_M?/W[KW7O\ G##_ ,&_?^U\_?NO M=>_YPP_\&_?^U\_?NO=(/=__ W7_>#JS^^W_#K7]Y?[^9#_ $/_ ,<_X?I_ GB?\ I%_T8]C?Q/\ N;]Q^]_>3_1+_>CR^#]W^$??7_;\GOW7NO_9 end GRAPHIC 59 j22320874_ba005.jpg GRAPHIC begin 644 j22320874_ba005.jpg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j22320874_za006.jpg GRAPHIC begin 644 j22320874_za006.jpg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end XML 61 R1.htm IDEA: XBRL DOCUMENT v3.22.4
    Document and Entity Information
    Total
    Prospectus:  
    Document Type 485BPOS
    Document Period End Date Sep. 30, 2022
    Entity Registrant Name SEI INSTITUTIONAL INTERNATIONAL TRUST
    Entity Central Index Key 0000835597
    Entity Inv Company Type N-1A
    Amendment Flag false
    Document Creation Date Jan. 27, 2023
    Document Effective Date Jan. 31, 2023
    Prospectus Date Jan. 31, 2023
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Prospectus:  
    Trading Symbol SEITX
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Prospectus:  
    Trading Symbol SIEMX
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Prospectus:  
    Trading Symbol SEFIX
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Prospectus:  
    Trading Symbol SITEX
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS I  
    Prospectus:  
    Trading Symbol SEEIX
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND | Class Y  
    Prospectus:  
    Trading Symbol SEFCX
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND | Class Y  
    Prospectus:  
    Trading Symbol SEQFX
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Class Y  
    Prospectus:  
    Trading Symbol SIFIX
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | Class Y  
    Prospectus:  
    Trading Symbol SIEDX
    GRAPHIC 62 BarChart1.png IDEA: XBRL DOCUMENT begin 644 BarChart1.png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htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND
    INTERNATIONAL EQUITY FUND
    Investment Goal

    Long-term capital appreciation.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class F Prospectus
    SIT INTERNATIONAL EQUITY FUND
    SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)
    Management Fees 0.51%
    Distribution (12b-1) Fees none
    Other Expenses 0.58%
    Total Annual Fund Operating Expenses 1.09%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) | USD ($) 111 347 601 1,329
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The

    Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

    The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

    Principal Risks

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in

    issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 20.28% (06/30/2020)
    Worst Quarter: -25.26% (03/31/2020)







     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return Before Taxes (15.96%) 0.96% 4.38% 3.45% Dec. 20, 1989
    After Taxes on Distributions | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions (16.21%) 0.01% 3.75% 2.61%  
    After Taxes on Distributions and Sale of Fund Shares | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions and Sale of Fund Shares (9.08%) 0.77% 3.49% 2.65%  
    MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) (14.45%) 1.54% 4.67% 4.27% Dec. 20, 1989

    XML 64 R7.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading INTERNATIONAL EQUITY FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Long-term capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 108.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The

    Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

    The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in

    issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 20.28% (06/30/2020)
    Worst Quarter: -25.26% (03/31/2020)







     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.28%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (25.26%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees or expenses)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND | MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (14.45%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 1.54%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 4.67%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 4.27%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Dec. 20, 1989
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.51%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.58%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.09%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 111
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 347
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 601
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,329
    Annual Return 2013 rr_AnnualReturn2013 21.38%
    Annual Return 2014 rr_AnnualReturn2014 (6.07%)
    Annual Return 2015 rr_AnnualReturn2015 1.86%
    Annual Return 2016 rr_AnnualReturn2016 (0.53%)
    Annual Return 2017 rr_AnnualReturn2017 26.66%
    Annual Return 2018 rr_AnnualReturn2018 (16.71%)
    Annual Return 2019 rr_AnnualReturn2019 22.41%
    Annual Return 2020 rr_AnnualReturn2020 11.36%
    Annual Return 2021 rr_AnnualReturn2021 9.96%
    Annual Return 2022 rr_AnnualReturn2022 (15.96%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.96%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.96%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 4.38%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.45%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Dec. 20, 1989
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (16.21%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.01%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 3.75%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.61%
    Class F Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.08%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.77%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 3.49%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.65%
    GRAPHIC 65 BarChart2.png IDEA: XBRL DOCUMENT begin 644 BarChart2.png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htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND
    EMERGING MARKETS EQUITY FUND
    Investment Goal

    Capital appreciation.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class F Prospectus
    SIT EMERGING MARKETS EQUITY FUND
    SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)
    Management Fees 1.05%
    Distribution (12b-1) Fees none
    Other Expenses 0.76%
    Total Annual Fund Operating Expenses 1.81%
    Fee Waivers and Expense Reimbursements (0.10%) [1]
    Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements 1.71%
    [1] Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) | USD ($) 174 560 971 2,118
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund

    operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

    The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

    Principal Risks

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be

    heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Country Concentration Risk — The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

    Risk of Investing in China — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 20.87% (06/30/2020)
    Worst Quarter: -25.69% (03/31/2020)







     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return Before Taxes (21.49%) (2.56%) 0.94% 3.70% Jan. 17, 1995
    After Taxes on Distributions | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions (21.64%) (2.97%) 0.67% 3.17%  
    After Taxes on Distributions and Sale of Fund Shares | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions and Sale of Fund Shares (12.22%) (1.64%) 0.92% 3.25%  
    MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses) MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses) (20.09%) (1.40%) 1.44% [1] Jan. 17, 1995
    [1] The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999.
    XML 67 R13.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading EMERGING MARKETS EQUITY FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jan. 31, 2024
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund

    operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 93.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

    The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be

    heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Country Concentration Risk — The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

    Risk of Investing in China — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 20.87% (06/30/2020)
    Worst Quarter: -25.69% (03/31/2020)







     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.87%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (25.69%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees or expenses)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND | MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (20.09%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.40%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.44%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jan. 17, 1995
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 1.05%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.76%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.81%
    Fee Waivers and Expense Reimbursements rr_FeeWaiverOrReimbursementOverAssets (0.10%) [2]
    Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements rr_NetExpensesOverAssets 1.71%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 174
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 560
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 971
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 2,118
    Annual Return 2013 rr_AnnualReturn2013 (0.26%)
    Annual Return 2014 rr_AnnualReturn2014 (5.10%)
    Annual Return 2015 rr_AnnualReturn2015 (14.49%)
    Annual Return 2016 rr_AnnualReturn2016 12.49%
    Annual Return 2017 rr_AnnualReturn2017 37.27%
    Annual Return 2018 rr_AnnualReturn2018 (18.67%)
    Annual Return 2019 rr_AnnualReturn2019 19.75%
    Annual Return 2020 rr_AnnualReturn2020 17.02%
    Annual Return 2021 rr_AnnualReturn2021 (1.83%)
    Annual Return 2022 rr_AnnualReturn2022 (21.49%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (21.49%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.56%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 0.94%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.70%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jan. 17, 1995
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (21.64%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.97%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 0.67%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.17%
    Class F Prospectus | SIT EMERGING MARKETS EQUITY FUND | SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (12.22%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.64%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 0.92%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.25%
    [1] The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999.
    [2] Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.
    GRAPHIC 68 BarChart3.png IDEA: XBRL DOCUMENT begin 644 BarChart3.png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end XML 69 R14.htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND
    INTERNATIONAL FIXED INCOME FUND
    Investment Goal

    Capital appreciation and current income.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class F Prospectus
    SIT INTERNATIONAL FIXED INCOME FUND
    SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A)
    Management Fees 0.30%
    Distribution (12b-1) Fees none
    Other Expenses 0.77%
    Total Annual Fund Operating Expenses 1.07%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) | USD ($) 109 340 590 1,306
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40%

    of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.

    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 or other instruments directly.

    Principal Risks

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — 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.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Derivatives Risk — The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Asset-Backed Securities Risk — Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment

    grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    U.S. Government Securities Risk — Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

    Bank Loans Risk — With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.

    Mortgage-Backed Securities Risk — Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 3.15% (03/31/2016)
    Worst Quarter: -4.10% (06/30/2022)







     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return Before Taxes (9.20%) (0.14%) 1.35% 3.50% Sep. 01, 1993
    After Taxes on Distributions | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions (13.45%) (1.83%) (0.21%) 1.92%  
    After Taxes on Distributions and Sale of Fund Shares | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions and Sale of Fund Shares (5.42%) (0.74%) 0.39% 2.12%  
    Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes) Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes) (9.76%) 0.52% 2.10% 4.75% Sep. 01, 1993
    XML 70 R19.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading INTERNATIONAL FIXED INCOME FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Capital appreciation and current income.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 47.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40%

    of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.

    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 or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — 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.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Derivatives Risk — The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Asset-Backed Securities Risk — Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment

    grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    U.S. Government Securities Risk — Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

    Bank Loans Risk — With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.

    Mortgage-Backed Securities Risk — Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    Risk Nondiversified Status [Text] rr_RiskNondiversifiedStatus 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 3.15% (03/31/2016)
    Worst Quarter: -4.10% (06/30/2022)







     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Mar. 31, 2016
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 3.15%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Jun. 30, 2022
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (4.10%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.76%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.52%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 2.10%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 4.75%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Sep. 01, 1993
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.30%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.77%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.07%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 109
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 340
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 590
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,306
    Annual Return 2013 rr_AnnualReturn2013 (0.11%)
    Annual Return 2014 rr_AnnualReturn2014 7.92%
    Annual Return 2015 rr_AnnualReturn2015 0.39%
    Annual Return 2016 rr_AnnualReturn2016 4.56%
    Annual Return 2017 rr_AnnualReturn2017 1.79%
    Annual Return 2018 rr_AnnualReturn2018 1.93%
    Annual Return 2019 rr_AnnualReturn2019 6.55%
    Annual Return 2020 rr_AnnualReturn2020 2.95%
    Annual Return 2021 rr_AnnualReturn2021 (2.20%)
    Annual Return 2022 rr_AnnualReturn2022 (9.20%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.20%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (0.14%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.35%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.50%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Sep. 01, 1993
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (13.45%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.83%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (0.21%)
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 1.92%
    Class F Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (5.42%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (0.74%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 0.39%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.12%
    GRAPHIC 71 BarChart4.png IDEA: XBRL DOCUMENT begin 644 BarChart4.png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end XML 72 R20.htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND
    EMERGING MARKETS DEBT FUND
    Investment Goal

    Maximize total return.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class F Prospectus
    SIT EMERGING MARKETS DEBT FUND
    SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A)
    Management Fees 0.85%
    Distribution (12b-1) Fees none
    Other Expenses 0.77%
    Total Annual Fund Operating Expenses 1.62%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) | USD ($) 165 511 881 1,922
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly

    (e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).

    The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    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 or other instruments directly.

    Principal Risks

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will

    be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Structured Securities Risk — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based

    on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.
    Bar Chart

      Best Quarter: 12.67% (06/30/2020)
    Worst Quarter: -16.72% (03/31/2020)







     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return Before Taxes (15.44%) (2.86%) (1.30%) 5.92% Jun. 26, 1997
    After Taxes on Distributions | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions (15.99%) (3.64%) (2.23%) 3.56%  
    After Taxes on Distributions and Sale of Fund Shares | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) Return After Taxes on Distributions and Sale of Fund Shares (9.14%) (2.42%) (1.32%) 3.79%  
    J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes) J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes) (17.78%) (1.31%) 1.59% 6.66% Jun. 26, 1997
    The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes) The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes) (14.75%) (1.86%) (0.18%) [1] Jun. 26, 1997
    [1] The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003.
    XML 73 R25.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading EMERGING MARKETS DEBT FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Maximize total return.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 88.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly

    (e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).

    The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    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 or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will

    be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Structured Securities Risk — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    Risk Nondiversified Status [Text] rr_RiskNondiversifiedStatus 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Additional Market Index [Text] rr_PerformanceAdditionalMarketIndex This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 12.67% (06/30/2020)
    Worst Quarter: -16.72% (03/31/2020)







     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 12.67%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (16.72%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (17.78%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.31%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.59%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 6.66%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jun. 26, 1997
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (14.75%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.86%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (0.18%)
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jun. 26, 1997
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A)  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.85%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.77%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.62%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 165
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 511
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 881
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,922
    Annual Return 2013 rr_AnnualReturn2013 (9.59%)
    Annual Return 2014 rr_AnnualReturn2014 (1.20%)
    Annual Return 2015 rr_AnnualReturn2015 (9.12%)
    Annual Return 2016 rr_AnnualReturn2016 9.40%
    Annual Return 2017 rr_AnnualReturn2017 14.25%
    Annual Return 2018 rr_AnnualReturn2018 (8.73%)
    Annual Return 2019 rr_AnnualReturn2019 14.37%
    Annual Return 2020 rr_AnnualReturn2020 4.04%
    Annual Return 2021 rr_AnnualReturn2021 (5.83%)
    Annual Return 2022 rr_AnnualReturn2022 (15.44%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.44%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.86%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (1.30%)
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 5.92%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jun. 26, 1997
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.99%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (3.64%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (2.23%)
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.56%
    Class F Prospectus | SIT EMERGING MARKETS DEBT FUND | SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.14%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.42%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (1.32%)
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.79%
    [1] The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003.
    GRAPHIC 74 BarChart5.png IDEA: XBRL DOCUMENT begin 644 BarChart5.png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end XML 75 R26.htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND
    INTERNATIONAL EQUITY FUND
    Investment Goal

    Long-term capital appreciation.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class I Prospectus
    SIT INTERNATIONAL EQUITY FUND
    SIT INTERNATIONAL EQUITY FUND - CLASS I
    Management Fees 0.51%
    Distribution (12b-1) Fees none
    Other Expenses 0.83%
    Total Annual Fund Operating Expenses 1.34%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS I | USD ($) 136 425 734 1,613
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The

    Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

    The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

    Principal Risks

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in

    issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 20.23% (06/30/2020)
    Worst Quarter: -25.35% (03/31/2020)







     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    SIT INTERNATIONAL EQUITY FUND - CLASS I Return Before Taxes (16.15%) [1] 0.70% [1] 4.11% [1] 3.20% [1] Dec. 20, 1989 [1]
    After Taxes on Distributions | SIT INTERNATIONAL EQUITY FUND - CLASS I Return After Taxes on Distributions (16.34%) [1] (0.17%) [1] 3.55% [1] 2.36% [1]  
    After Taxes on Distributions and Sale of Fund Shares | SIT INTERNATIONAL EQUITY FUND - CLASS I Return After Taxes on Distributions and Sale of Fund Shares (9.24%) [1] 0.57% [1] 3.28% [1] 2.41% [1]  
    MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) (14.45%) 1.54% 4.67% 4.27% Dec. 20, 1989
    [1] The Fund's Class I Shares commenced operations on January 4, 2002. Therefore, the Fund's average annual total returns for the periods prior to that time are based on the average annual total returns of the Class F Shares, adjusted for the higher expenses of the Class I Shares.
    XML 76 R31.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading INTERNATIONAL EQUITY FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Long-term capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 108.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The

    Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

    The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in

    issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 20.23% (06/30/2020)
    Worst Quarter: -25.35% (03/31/2020)







     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.23%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (25.35%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees or expenses)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND | MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (14.45%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 1.54%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 4.67%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 4.27%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Dec. 20, 1989
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS I  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.51%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.83%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.34%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 136
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 425
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 734
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,613
    Annual Return 2013 rr_AnnualReturn2013 21.08%
    Annual Return 2014 rr_AnnualReturn2014 (6.35%)
    Annual Return 2015 rr_AnnualReturn2015 1.61%
    Annual Return 2016 rr_AnnualReturn2016 (0.76%)
    Annual Return 2017 rr_AnnualReturn2017 26.31%
    Annual Return 2018 rr_AnnualReturn2018 (16.99%)
    Annual Return 2019 rr_AnnualReturn2019 22.17%
    Annual Return 2020 rr_AnnualReturn2020 11.03%
    Annual Return 2021 rr_AnnualReturn2021 9.67%
    Annual Return 2022 rr_AnnualReturn2022 (16.15%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (16.15%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.70% [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 4.11% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.20% [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Dec. 20, 1989 [1]
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS I | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (16.34%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (0.17%) [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 3.55% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.36% [1]
    Class I Prospectus | SIT INTERNATIONAL EQUITY FUND | SIT INTERNATIONAL EQUITY FUND - CLASS I | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.24%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.57% [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 3.28% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.41% [1]
    [1] The Fund's Class I Shares commenced operations on January 4, 2002. Therefore, the Fund's average annual total returns for the periods prior to that time are based on the average annual total returns of the Class F Shares, adjusted for the higher expenses of the Class I Shares.
    GRAPHIC 77 BarChart6.png IDEA: XBRL DOCUMENT begin 644 BarChart6.png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end XML 78 R32.htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND
    INTERNATIONAL EQUITY FUND
    Investment Goal

    Long-term capital appreciation.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class Y Prospectus
    SIT INTERNATIONAL EQUITY FUND
    Class Y
    Management Fees 0.51%
    Distribution (12b-1) Fees none
    Other Expenses 0.33%
    Total Annual Fund Operating Expenses 0.84%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND | Class Y | USD ($) 86 268 466 1,037
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The

    Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

    The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

    Principal Risks

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in

    issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk

    and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 20.30% (06/30/2020)
    Worst Quarter: -25.22% (03/31/2020)
    The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    Class Y Return Before Taxes (15.68%) [1] 1.23% [1] 4.58% [1] 3.51% [1] Dec. 20, 1989 [1]
    After Taxes on Distributions | Class Y Return After Taxes on Distributions (15.98%) [1] 0.20% [1] 3.83% [1] 2.56% [1]  
    After Taxes on Distributions and Sale of Fund Shares | Class Y Return After Taxes on Distributions and Sale of Fund Shares (8.88%) [1] 0.96% [1] 3.59% [1] 2.61% [1]  
    MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) (14.45%) 1.54% 4.67% 4.27% Dec. 20, 1989
    [1] The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    XML 79 R37.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading INTERNATIONAL EQUITY FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Long-term capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 108.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The

    Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.

    The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in

    issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk

    and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Long/Short Risk — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 20.30% (06/30/2020)
    Worst Quarter: -25.22% (03/31/2020)
    The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.30%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (25.22%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees or expenses)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND | MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (14.45%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 1.54%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 4.67%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 4.27%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Dec. 20, 1989
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND | Class Y  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.51%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.33%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.84%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 86
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 268
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 466
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,037
    Annual Return 2013 rr_AnnualReturn2013 21.38%
    Annual Return 2014 rr_AnnualReturn2014 (6.07%)
    Annual Return 2015 rr_AnnualReturn2015 2.11%
    Annual Return 2016 rr_AnnualReturn2016 (0.31%)
    Annual Return 2017 rr_AnnualReturn2017 26.94%
    Annual Return 2018 rr_AnnualReturn2018 (16.52%)
    Annual Return 2019 rr_AnnualReturn2019 22.74%
    Annual Return 2020 rr_AnnualReturn2020 11.71%
    Annual Return 2021 rr_AnnualReturn2021 10.13%
    Annual Return 2022 rr_AnnualReturn2022 (15.68%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.68%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 1.23% [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 4.58% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.51% [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Dec. 20, 1989 [1]
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND | Class Y | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.98%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.20% [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 3.83% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.56% [1]
    Class Y Prospectus | SIT INTERNATIONAL EQUITY FUND | Class Y | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (8.88%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.96% [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 3.59% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.61% [1]
    [1] The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    GRAPHIC 80 BarChart7.png IDEA: XBRL DOCUMENT begin 644 BarChart7.png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htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND
    EMERGING MARKETS EQUITY FUND
    Investment Goal

    Capital appreciation.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class Y Prospectus
    SIT EMERGING MARKETS EQUITY FUND
    Class Y
    Management Fees 1.05%
    Distribution (12b-1) Fees none
    Other Expenses 0.51%
    Total Annual Fund Operating Expenses 1.56%
    Fee Waivers and Expense Reimbursements (0.10%) [1]
    Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements 1.46%
    [1] Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND | Class Y | USD ($) 149 483 840 1,848
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund

    operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

    The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

    Principal Risks

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in

    economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Country Concentration Risk — The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

    Risk of Investing in China — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in

    addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 20.87% (06/30/2020)
    Worst Quarter: -25.63% (03/31/2020)
    The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    Class Y Return Before Taxes (21.29%) [1] (2.31%) [1] 1.14% [1] 3.77% [1] Jan. 17, 1995 [1]
    After Taxes on Distributions | Class Y Return After Taxes on Distributions (21.50%) [1] (2.79%) [1] 0.79% [1] 3.16% [1]  
    After Taxes on Distributions and Sale of Fund Shares | Class Y Return After Taxes on Distributions and Sale of Fund Shares (12.07%) [1] (1.45%) [1] 1.05% [1] 3.24% [1]  
    MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses) MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses) (20.09%) (1.40%) 1.44% [2] Jan. 17, 1995
    [1] The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    [2] The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999.

    XML 82 R43.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading EMERGING MARKETS EQUITY FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jan. 31, 2024
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund

    operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 93.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.

    The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.

    The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in

    economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Country Concentration Risk — The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.

    Risk of Investing in China — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

    Currency Risk — As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Small and Medium Capitalization Risk — The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.

    Depositary Receipts Risk — Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.

    Preferred Stock Risk — 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.

    Participation Notes (P-Notes) Risk — P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.

    Warrants Risk — Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in

    addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Portfolio Turnover Risk — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 20.87% (06/30/2020)
    Worst Quarter: -25.63% (03/31/2020)
    The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.87%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (25.63%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees or expenses)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND | MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (20.09%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.40%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.44%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jan. 17, 1995
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND | Class Y  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 1.05%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.51%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.56%
    Fee Waivers and Expense Reimbursements rr_FeeWaiverOrReimbursementOverAssets (0.10%) [2]
    Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements rr_NetExpensesOverAssets 1.46%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 149
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 483
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 840
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,848
    Annual Return 2013 rr_AnnualReturn2013 (0.26%)
    Annual Return 2014 rr_AnnualReturn2014 (5.10%)
    Annual Return 2015 rr_AnnualReturn2015 (14.25%)
    Annual Return 2016 rr_AnnualReturn2016 12.77%
    Annual Return 2017 rr_AnnualReturn2017 37.58%
    Annual Return 2018 rr_AnnualReturn2018 (18.42%)
    Annual Return 2019 rr_AnnualReturn2019 20.05%
    Annual Return 2020 rr_AnnualReturn2020 17.38%
    Annual Return 2021 rr_AnnualReturn2021 (1.66%)
    Annual Return 2022 rr_AnnualReturn2022 (21.29%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (21.29%) [3]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.31%) [3]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.14% [3]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.77% [3]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jan. 17, 1995 [3]
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND | Class Y | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (21.50%) [3]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.79%) [3]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 0.79% [3]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.16% [3]
    Class Y Prospectus | SIT EMERGING MARKETS EQUITY FUND | Class Y | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (12.07%) [3]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.45%) [3]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.05% [3]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.24% [3]
    [1] The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999.
    [2] Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees.
    [3] The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    GRAPHIC 83 BarChart8.png IDEA: XBRL DOCUMENT begin 644 BarChart8.png MB5!.1PT*&@H -24A$4@ H< %6" 8 ;GC?U .71%6'13;V9T M=V%R90!-871P;&]T;&EB('9E/Z(C@22D[F:&[^>Z]DIVZO/+LSM[YYG9 M7<,T35, " )%>@&P (""@W ( "^$0 %L(A +(1# 6 B' M L! . 0 8"$< @ P$(X! @(5P" OA$ !;"(0 "R$0P M %C<@6Y 7BI;MJS.GCVKRI4K![HI 7/@P $5+5I4QXX=R_:ZC@J'9\^> M56)2DA*2?(%N"@ 0, D)B7)F\,XY*AP6+ER924D^?3:9S\$NBD !T[WE MS3E>EVL. 0 8"$< @ P$(X! @,6QX=#(X&=&RYQ_R\GVT]N'H8SW<>%Z MZ>T[*_?3VTY6UKFP7>DM>^&T2\W/K&V9+9/5;62EO[+:C^G5GY7E,YN?T=\G MHSHNM=V\:%MN^C2CQV]FV\KI8S*];636MUGMO\P>VQDMG]X^TELFJ]OG6)3Y M.AR+LM[.\Y?/;#['(HY%N>6H-Z3\+:,_5E8/*'EY4,YL>UE9]E+W<[K.A=/S MXZ!\J7DYV49N_[[9V6YVMW>I97)R4,[K_69U_YG-SX_'9$[Z,#LO;)=:)B?K M9N>@S+$HZ_OG6'1I'(NR=C\GZSC]6)15CATY! 0/81#@$ & A' ( ,#B MR&L.D3>.'3J@@4^T5IER%25)7F^*$L^=TYSEJ],L]];TL4I)3I;'$ZP__SBG MKB^/5%!0D)8MFJWH(P=5IEP%[=J\4?<__I1J-6@BTS0U_]5!*E.N@DX>.Z+N M0\;*, QM^&Z5MO^V08_U[!^(<@$ @ B'R$21HL74<]04W=3T#DG2U_]Y7W_^ M<2[-,C]\]:FV_/R#)KZS7)(T[J6G]/7'[ZG%(X\I/BY&/8:.D\OE4M2O/VM" MGVY:_'\;M3=JBX*"W'KDZ5Y:,':H]D9M4=E*E?6_I0LU?.Y2O]<) #^P6EE M9"BT1$DK&$K2UQ^_K[L>>C3-,H?W[5%$Q.U).]!RO(S?\K $$N$06?++ M]_^GZ^HU5'"A*]),O_ZFF[5STR]*24Z6:9K:OG&]SL7'I5G&Y_/IH]?GZOD1 M$R5)92M5462]1GIWSF35:M!$!W9O5\DR9940%Z=1K=DO^% M 0" -!@YQ"7MW;Y%)K+W$#W4]3G% MQ\7HKH<[_C7O3\TI*D"7V>T=ZH+3JR?Z\DZ=C!?9JW8HT*75%8 M4NJ;64J7+:\:U]62)#6\O:7>GS]-QP[NU]U_C2P" #_,DS3- /=B+P2&1FI MA"2?%GSV0Z"; @ $##/M+Q9DK1_5U2VU^6T,@ "R$0P %@(AP + 0 M#@$ &!QY+N5C4 W P*8<&0Z1MS[X\C/),"272X8K2 IRRW![9'@\,MS! MDB*2599DJRS.2DU%M*ZD]Y4V1Z4R2?3S)- MM;NK9:#+!0#@LL9I90 %B<-W)HB//*=D;? 8X3<^JD/GISKHJ7+*V]45M4 MZNI\\(A *! F3+@>?4:/5GAY2O)Y_-=]*&\YQ+B-7?4 'WTZSX5+EI,B\8/ MUT=OS%7W(6-T<,].A5>HI#+E*J199V_4%KG<;K7MUDNOC1VJO5%;5+929?UO MZ4(-G[O4G^4!CD,X! #DFS,GCVMOU!:M7[U*?YX[J[/Q<7JPR[-IEG%[@A42 M5D*Q9TZK<-%BBCE]2CW%1?_^=]3>K70Z,6 MO&BCZIVPUMU\?'@G^N&RE:JJNMO:J1W9T]6 M[09-=#I4*+ZNS<7%:,G6,BH:&Z9&G>_FM3L!)>$,* "#?% T)E21==V-# M25+D38WTV[KOTRRS)VJS7I\P4F/>7*:>(R>I0?,6FC[XQ4MNNV6[3NK8L[\: MM[A7R]]>I [/]M72&>/UQ$N#]RHBH:$RA,<+$DJ%5%.R4F)6=['PG'# MU+GO4+D]'KE<+KE<+H66**6S<;%Y7@]P.7#H:64 0$$0Y'9KT/37]=Z\*:I4 MHZ8.[-ZA?I/F:O-/:_3FE%R(@-0-V9YBF:0:Z$7DE,C)2"*> M0)<+ (#M=6O92)*T?V?4)9:\F.-&#OF80WNC[P R+W5.:=@8_0=@-SB. +D"B.' L! . 0 M8"$< @ P$(X! @,61;TCA6F3[HN\ Y!;'$2!W&#D$ " A7 ( "^$0 M %L(A ++PA!04*?0<@MSB. +GCR'#(D<'&Z#L N<5Q!,@53BL# # MXLR10^ RY_5Z-?#)AU2Z;'D-F#POS;R-Z[[3C&']5*)4:4G2'^?.JDRY"AK] MVCO:N.X[S1T]2,5"PR1)-:ZKI>>'CY=IFIHS>J#"RU74B6.']=RP<3(,0^M7 MKU+4QO5ZXH67_5XC "!_$ X!!UHZJ?!R&CAEOFK6OD&2 M]/:L2:I9^T9K_G/#QZENHUO3K+,G:K."@MQJ]TPOS7MUB/9$;5;9BE7TG[<6 M:-3\M_.W& " 7SDR'!I<<&);]%WNK?[L?RI3MH+*5:JJW]9]?]'?M'+UJZS? MDQ(3M>FGM7JB5^K(GR%#7W[\GG9NVJB$N%C=WOH15;OZ6A4+"5-\;(P,&8J/ MC5%(:'$MFC!27?L,E=OM\6M]P*5P' %RAVL. 07-OVX1O<]VCE+RW_Q MT;]TYP/MK/M5KKQ&C_?LK_;/O* '.G73H"Z/Z,S)$RI7J:IJW=1(2V=-4IV& M3;1OUPZ5#"^KA+A8O3'E57VP<%8^500 \#?"(> @JU?^1\5"P_3NO*E:M^IS M[=VQ5>_.FZK$/_^X:%G3-/7-BH]T1^NVUK02I> M5@8N5X_W[&_]_MF_W]%OZ[Y7QV?[R)N2HN-'#BF\?$5K_MJO5NJF6VZ7V_// M:>%WYTW5O1TZ*ZQ$224G)>G$T<,J7Z5ZFGW,'S-43_4;)K?'(\-ER.5R*:Q$ M*27$Q>9_@0" ?.?(<,C5)O9%W^6-'[_Y4C]\O5+'#N[7\G=>5\5J5VK1I-&: M^_'7UC(KWENL(=,6IOF;EZM417-'#U25JVKJT.][U*7W8%6I\<\UBFN^_%1E MRE705=?5EB0UON,>_6O>5!TYL$_WMG^"_D.!P.,0R!W#-$TSD UXX($'%!,3 M8]V?/GVZZM:MFZ-M149&ZFRR3XN_^#%O&@=)TMN??2H9AN1RR7 %24%N&6Z/ M#(]'ACM8\@2GWG=[4N>Y@J2@(,DT)9]7IMDM)_2EOBDQO MBN3S2::IQUNV"G2Y /(!QQ' OSJW:"A)VK;I1_ M&^V+O@.06QQ'@%P)>#@\>/"@QHX=*Y?+I6+%BJE'CQYRNS-O5F1D9+K3]^S9 MH[*5J^5',P$ "X+ 0^'W;MW5_WZ]648AOKUZZ<1(T9HS)@Q.=Z>(?YIM#/Z M#D!N<1P!'#AU\R'&[=NC7=Z9&1D3J7[,O3]@$ M %Q. OHYA_'Q\1H]>K1U?]>N7;KZZJL#V"( (#+6T!'#CT>CS9MVJ1APX;) M[79K^_;MFC)E2B";!#C"TI4Y>&>HRY6Z3@[>'?K$/;P[% "<(J#A\(HKKM"_ M__WO0#8! YPGX-8?Y@8N1[8N^LR?Z#04)CT<@=QP9#CDRV!A]9T_T&PH2 M'H] K@3T#2D H6!PYCS^?3H*?:Z]JZ]922G*Q]NW9HX*0Y M*A8:9BVS8_.O>G_!+%UU?5U%'SZ@T!(EU;7W8$G2KS]\IUFC!UK+7WE=+;TP M8H),T]3,40,47JZB3AP[K%[#Q\LP#/VT^FM%_;I>3[XXP"_UX?+ER'!H\#IE M6_2=/=%O*$C\]7@T#"GRQOIZ\H67)4DCGNNLSY>]JT>Z/FLM<_I$M!Y\\AG5 MKM](DO3X[3>I7I-FJMNPB0Q#>F'$>-UP\ZUIMKM[VV:YW6YU[/&"9K\R6'NB M-JM,D"O;K@'9YOR'>.#(< .0WE\ME!4.OUZMCAP_H_D>?3+-,XSM: MIKGO]7I5N$A1Z_[G'[VG[9M^54)M4UZM2KO\I7KJJ3T'9WKYJ3I_"G0M3KEYF^!KI=; MP;_YD[]K:]#T=HU?]"^5*%5:4P?W3G>9M5^MU)8-/ZKWZ,G6M)*ERZA"Y:HR M))6)**M2X1':_ML&&9+N[]!)G5]X64U;W*N/WUJH3CW[Z$0 (#\]OO.[5KSU4KK?H4JU;5_STZEI*0H^L@A:_IG MR_ZEG5M^TXLC)RCFU$EM6/.M)&GIG*F*/7-*DI2CUR&2RZ72\5+EE)"7*P?*L3EBM/* #D0'!PL#[]\!WMVKI)DK1S MZR:],&*\?OMQC5Z;.$H+_KM*WW_QJ:8,[:N:M>IJP]K52OSCG.YJTU;UFC13 M^4I5-'/D0%6]ZAH=_'VWGNX[1)5K7&5M__LO/E69LN5U561M25*3.UMJZ9RI M.G)@G^[KT"D@->/R0#@$ " '*E2MKC&OO9WNO 7_725)NJ5%*WT9=23=9>YH M_;#N:/UPAMN_I44KW=*BE76_W=//YZ*U0-8Y,ASF]EP[ H>^LR?Z#04)CT<@ M=YP7#O/B2DP$#GUG3_0;"A(>CT"NG@>."X=D0WNC[^R)?D-!PN,1R-WS@'&.UCR!*?> M=WM2Y[F"I* @R30EGU>FURNE),M,29:9G)1Z2TG]*6^*3&^*Y/-)IJFG[KLW MT.7B,N#(<,CU)O9%W]D3_8:"Q,F/1R?7AH+#D>%0!D\?VZ+O[(E^0T'BY,>C MDVM#@>',< C <8X>W*^YXT;HZLC:BH^-T=F$>/4>/4EN=]K#V+Y=VS5O_$@E M_IFHZ>]\;$U/2DS4K%>&J%1$A([LWZ=['GE4-S2Z1:9I:OJ( 0HO7T''CQ[1 M2R/'RS ,_?CMU]KZZWIU?6F OTL%@(!R9#CD_RK[HN_LR1_]%A=S1K>W>D"W MW_> ).FEQQ[4E__Y0*T>Z9AFN:V_KE?CV^_6-Y_^+TV[/GQCGHJ&A*A+K_Z* MCXW1$RT:Z_UO?]'^/3L5Y [2XSU>U(S1@[1[VV:5KU1%_U[\FL8O?-I:P5"2?*9/18H6NVBY M^]H]+K?'<]'T[[]:J3HW-9(DA8055XG29;1EPT\J%A*JN)@SDE(#:+'0,,T9 M.US=^P^[*)SEE[^#;Z?G^^CYP:-U9/\^??&?#](L<_SH$$<^KU?=^@Y6_S%3]JS'BW(% MN;1KVV8EQ,7JP\6OJ5//OGZI#8#],'*( H6^LR=_]]OF#3_JBL*%U>SN^]+= MMW'!3TDZ?>*XBH:$6-.*%@O1Z9/'=5.3IJI;_V:].6.B;FQTB_;MW*[2X665 M$!NKUR:]HI#0,#W6_85\K>?:6G5U;:VZUGV?Z5/1HL72M/_';[]2S5IUY X* MDB3=T+")OOMBA6YOU4:EPR-TYM1)&9+.G4U0L9!0190KK[/Q<8J+.2-#J0$T MY+S@Z_%3\ T$)Q]'G%P;"@[G'AT .-+67]?KX[??T*MS%LOEROK)CY)EPG4V M/MZZ?S8A7B5+ATN26C_ZI"0I/C9&PWL]I4FOOZ=>'=MHSON?Z/5IX[5A[7>J MU_C6O"TD W\'WZ9WWY=F^NF3QU6T6(AUOVBQ$)T^<4*2U/3N^_3]UY]I=)\> M.G'TB%H^U$&AQ4LHK$1)U:U_L][X*_C^?E[PG>^GX O ?IP9#OG7RK[H.WOR M4[_]N'J5OO]RI89,F2O3-/7U)Q^KV3WWZU3T,454J'AQF\YKURUWW:--Z]>I MR9UW*SXV1F=.GM#U]>JG66;FJT/T[( 1<@=[Y'*YY IRJ7BI4DJ(C_%+C5;P MG;M8KJ"TP;=DF7#MW++):L?9L_$J6::,9$BSQPY3Z?"R>G;@"/E\/G6YM[FJ MU+A*=[9^2*T[GA=\>SZE26^\IUZ/MM&<#_X*OC_X+_CZC9./(TZN#04&UQP" ML(6H3;_JY:Z/:G?4%O5L?Y^>;W>O?OMYG3:N6Z-!W9^PEOMZ^KH*NOKZV MI-0PN63V%.V*VJ*&S>[,]_I^7+U*GWWTOH9,F:L@MUM?+_]8*2DIBCY\2)+4 MJ-F=VK'E-ZN>C>O6J.G=J1^(''WXD$I'E)4DN5PNE2Q=1DE)B6FV/_.5OX*O MYZ_@ZW*I>,E22HB+R??: -B+(T<.^_)'OUU7^P:MWAV=[KPW/_D_ MZ_<[[W]0=][_X$7+%"I42"^/F9+A]INUN%?-6OSS[1,=NSV?B]9FS]_!][JZ M-ZIG^_OD\_ETS?5U%5:BI.:-'ZDW/OD_190KKV<'C-"4H?T46KR$*E6KH=ON M:2U#4O?^0S1GW$C%Q\3H[-EX192OJ+O;/&+UR]_!M^9?P??6N^[16[.GZ/"! M?6K=H9/CGG=.J^=\3JX-!8%WP?]6/P!6 _G%8& " Q9$CAPR[VQ=]9T_T&PH2)S\> MG5P;"@Y'AD.>/39&W]D3_8:"Q,F/1R?7A@*#T\H "P.&[D,/6CS?C7RJ[H M.WOR9[_-^^]RR3 DETN&*T@*V1X/#+E-D7P^R33U;)O[_58;\H:3CR-.K@UY M*S>/%,>%0P"P*X(O@(+ D>&0_ZOLB[ZS)R?W&[79CU/KDIQ=&PH.KCD$ " MQ9$CA_QK96/TG3TYN=^HS7Z<6I?D[-I08#!R" (LC1P[YQ\J^Z#M[!@Y! 61@Y1H-!W]N3D?J,V^W%J79*S:T/!P<@A M+(X<.>1?*QNC[^S)R?U&;?;CU+HD9]>& L.1X9#GCGW1=_;DY'ZC-OMQ:EV2 MLVM#P>' <&B(IX^=^:?OUJ_]3BN6O:<*E:OJ9/0Q]1TY3I[@8&O^Z1/'-:+W MLZK;H)%B3Y]6S)G3&C9YMCP>CXX=/J19XT;HRFLB=6#O;MUYWP-JEC]1T^481A:^\U7VO++>CW39Z!?:@L,)S_GJ,U^G%J7Y.S: MD+=R_ECAFD-<=OXX=TY#>SVMOB/'Z>D7^^N*PH7UWAOSTRR3XO6J>>;R+#$E_GCNGV#.G5:5:#1F2]N_9I0J5 MJLB0%!H:)K?'HRV__*R0D##%QIR1(2DVYHQ"0XMKQJO#]/R 8?*XW8[M,^5! M>ZF-VO*2/^MR>FW<['O+#4>&0R SIT\<5[&0$.M^L9 0G3IY/-UE/__O,KW4 MI;T>>JRSJE]]C:34,+GQYW62I$/[]^G4\6@EQ,6I8I6JNJ%A8RV8-D$WW7R+ M]NZ,4IGPLHJ/C=7L":.U9-Z,_"\. (!<H,]^:/O2I4)U]GX>&M? M9Q/B5:I,>+K[;OG PVKYP,,:U;>G%DZ?J&=ZOZR^(\=JZ6NS]=;\&2I4Z I= M==WUJE"YB@Q#>OBQ)R5)<;$Q&O1<5TU?_+YZM&NMAV.:?4P9.5B]!HV0Q^.1X3+D "R M@W"(RT[A(D4T=O8B31HV0.4J5=8?Y\[IT:X]M.&'[S5S[$B]L_(;!1>Z0DOF MS= UU]=14E*B=F_?IK[#QTB2-FWX2:L^7:Y:-]ZD,Z=/:>SL17*Y_KE"X_\^ M6Z&(\A5TS?5U)$G-6K32ZS,GZ]#^?7JPXY,!J1D @*QR9#ADU-V^_-5W#9HT M58,+3N\VNK6Y&JW\1I)4IUY]35WT=KKKMF[;4:W;=LQPV[>WO%>WM[S7NM^I M>\_<-[B <_)SCMKLQZEU2&1Z/#'>PY E.O>_VI,YS!4DN M5^HZIBGYO#*]7BDE669*LLSDI-1;2NI/>5-D>E,DGT\R3?5YN(W?:O,_)S_G MJ,U^G%J7Y.S:4% X,AQRP:Y].;GOJ,V>J,U^G%J7Y.S:4'!PS2$ L 1\Y M_/;;;_7VVV^K6K5J.GKTJ*9,F:+@X.! -PL ."R%-!P>.[<.3WQQ!/:LF6+ M0D-#-6# ,V>/5M]^O3)\39-T]39/Y/SL)5(]BKU,A=3,LS4:89AIMYD2H9/ MAGPR3)_D\\IP2?+I@NOR?#*]/IDI/IDIIDRO*=,KR:O4G[[4[?NS[W)4E\M, MYYI#:J,V:LN7VFQP''%Z;; OGVG*EA8175-&.,_*\K0 '9Q9-%SJERZ MJ'9OWY;M=0-ZS6%T=+1"0T.M^Z&AH8J.C@Y@BP "YO 3VM'!$1H;BX..M^ M7%R<(B(B+KG>UJU;TYT>&1FIX_&)>=8^ N\KIF]L#&@X;-6JDHT>/*BXN M3J&AH5J]>K7:M,G=9\&%%?;H_5ZWYE$+ 0"X/(7.ZB)),EPN&>X@Z^8*]L@( M]LCPN%-_][AE! 7)<+MDN%R2D7K]OZQK*%/D2TJ1+SE92DJ6+S%9ON1D:YZ\ MIDR9BNOU)K7EH78?%\GQN@$-AT6*%-'2I4O5NW=O5:E216?/GE7/GCUSM4W# M,!1RA<>Z?_X%E>DQ9UQ]G:1NFTM]F1M//WY9QP;(9M=U0]O:3 ME7V?[_SM7]BVS+9[_OT+?T]ON^G5D=G^OO+[#&4 M65LO7/]2TRZL([VV9;7=&>TGO>GI;2>C]F0DLVV66:*?(%IWDI-U9^3V[?]?V;[RTK_9;9^5J=EUK:LMCNS^5EY M?&1G/UG91E:VE=6Z<[./C);E6'3I=3D693X_N\^9O):3>G)S+/*G[!Q[\_I8 ME!-\"#8 L 1\YS ^&G[]?*"DQ4>.'#U29B'(ZN/]W/=C^,=5O?,M%RZ6D MI.B]Q8LT>])8S7_[0]6MW]":=^SP(U^NR_'TF2 M6K9Y2/4:-I;/Y],+73IJ]-39*EFJ=+[7!P! ?O/W:[<_V:TV1X9#?WMKP1P5 M"PG5LWU>5EQLC%HW;:#/?]RD0E=/G'[[77?>U MT88??T@S?=&L:9HT[PU)4O]GNZI>P\9:\MILW?=P.X(A #(RQ6VV.#(?^=NKX M<14+";'N%PL)U?-AWKT'C]"[;RR0#$,O#ARJ42_WT8B)TS1KTE@E)R;J M_D?:ZZIKKLN3?0$ ! .<^B#I6_JL_]]+$D*"0U50GR\-2\A/DZERUSZP[RS MHFSY"NHS=)0D:<',*6K3KH/6?+-*Y2M44JL''E:O+AVUZ/W_Y,F^ '!D. M_7'=9_M.7=2^4Q=)TL*94_7+3S_HMA8M%1<;HU,G3^B&^@UD&-+1PX=4JDRX M@H.#+VKC1>W\ZYQR>NW?O6.[=D9M5?<7^^K->;-4I7H-%2E:1,G)27ZI%P" M_.3DUS*[U<9'V>2!3MV?5WQ=#.CYC%9__84D MZ>3Q:,V9/%[Q<7'ZZ%]OZX?OOK6V\?W_?:W_O/^NSIP^K3F3Q^O,Z5/6/*_7 MJ_'#!VGPJQ,D2?<]U%9?KURA:6-&J=WCG?U7* <#S#-,WT/H#>EB(C(Y7D M-?79#[\$NBD -A:T0EM4\]FG?\5:CES3=*DG9MWY;M=1UW6OG"=_L" M (""S\FOW07Q&V37[H#4EHM],G(( MB_-&#B4Y^\H% ">5K;;^"T );(8: ; LL7)K]UVJXV10P M %@(AP + X\[2RW<9O 0"XS#GYM=MNM3DR' ( @-Q)'OSO0#*X<&C( M?A=^ @ YPI$+LG-/AT7#E,1#P$ 0$%AKUS"&U( !@<>3(H;WR.0 <#*[ MY1)'AD/;]0( 6(:9KZ^(/W-&7,*+T\?+3:/-(NW>6BMF[1_!E35?.ZZ[0S M*DI=NC^G.C?6T\']^]3^_KM5OF)E29(W)47GSIW5Y]__I)_7K=4G'R^3)-WW MX,.JWZBQ?#Z?NG=Z5!-FS%')4J7]5J??V"R7.#,< @" '-N]<[LJ5JZL55-W?97,)2D9?]Z6V^^ M_Y$,26'%2RCF]"F9IJGB)4IJ[ZZ=VK9ELY[I^6(^5Q4X=LLEC@R' @_S5J M?(M^7O>#*E:NHO4__B!)BH^-2[/,ZE5?J7ZCQKKBBBLD22\/&ZDEBUZ3(4-] M!P_3T'XO:J4*F2[G_P$3WS1 >]O>Q_>5]@ -DM MES@R'-JN%P "+#'.G?58YV[7CSC@O/*1PX?4NDRX0H.#M;1HX?5=_!0!04% M:?_O>U7GQGHJ'1YN+;MMRV9%E"NG4J4OOI9PU_8H;=^V5<_W[J>%IP9#@$ 0(XE)B9JWHRI.G1POU8N_Z\*!1?2/:W;2))> MZO&TGNKQO.Z^]WZM^N)SS9LQ5===7TNG3I[4M+D+TFQGP>R9>K'_@(NV[_5Z M-7K(0$V?OTB2U.:1=IKTZBC]NOYG=7PRG8 *OS),TS0#W8B\$AD9J12?J6]^ MWACHI@ @ +*>/5AR9 ,ETN&.RCUYG'+%>R1*]@CX^^?'O<_\UTNR4C]F!]Y M?3)3O#*34^1+2I$O*5EF4I)\B00 M %D>.'-HLH , ">S62YQ7#C,[&M^ _']:V?]RLT].*P, ,!". 0 M (#%<:>5)4XK P" @L-NN8210P %B<-W+(.U( $!!8K-WI#!R" (OS M1@[%P"$ "@X[)9+&#D$ " A9%# " ?&2W7,+((0 "P.'#DT),-N&1T M #A60'))SO?IP'!HO^%; #@7';+)9Q6!@ @(5P" OA$ !:N.00 M ,A'=LLEC@R'MNL% #@7#;+)8X+AX9LUP< ,#![/5!-EQS" @/,0#@$ M & A' ( ,#BN&L.):XY! !8?=/:LKHWGOOS=)ZD9&1 MZ4[?LV>/JE6O(<-NX[< ,"Q[)9+\C4.'+EH>NO6K35Z]&B-'3M6 M#1LV5$I*BFZ]]59Y/!ZU:-$B#_9LLUX .9J]J.0 % KSD,#P_7R)$CM6'#!IT^?5J5*E52UZY= ]4< M*(#AL%:M6EJV;%F^;-M>9_8! ("3V2V7\ TI L#CR&U)L%]$! (!SV2R7 M.#(](85/P08 6)S3X%VWGA4&1# !0<-@MEW!:&0 !;" M(0 "R$0P %@(AP +#PAA0 (!\9+=5 0 8"$< @ P$(X! @(5P" M MO2 $ )>-LV?/JGNW;KJZYM4Z?ORXPL+"-&;LN(N6V[QYLZ9,GJSKKX_4 MUJW;]'S/GKKIIIOD\_GT8)LVJM^@OI*3DQ6U+4H+7W]=86%A6K-FC9;]^T-) MTL./M%63)DWD\_G4H5T[S9T_7Z5+E_9WN3E". 0 )>-)4L6R^OU:OB(D3)- M4Y4JE%?[#H^J=NW::9;KVJ6SIDR9JJ;-FFG'CAUJ?=^]VK9]APS#4,-#X MR%!)4L<.'?366TO4J]<+FCIYLA:_]98DJ7.G3FK2I(EFSIRA]ATZV"882IQ6 M!@ EY%R94XD2)2Y:[M9;FVKMFC6J M4J6*?EB[5I(4&QMKS?_JRR\U;^Y<-6K42,V:-Y&86C$R%%Z ML57VD"A4JI%=>'2.?SZ>;&S54OW[]U;9=NS3KG#IU2K-F MSE#Q$B44&A*JX<.&ZI>-ORD\/#S-5R*2(\0HF)B9*D0X<.*2DIR?I]V/ 1>NFEWFI^VVVZ MZ:;Z"@\/U[9MV[3BDT^L;=>H<:5V[-B19G]145':O'F+'FG;5K%QL2I=NK2* M%"FBI.0D/U6<.YQ6!@ EXT1HT9IZ.#!BCES1O'Q\:I8J:+:=^@@27JJ:Q?U M[-E+][=NK<\_6ZDIDR>K3IW:.G'BA!:^_KHDJ5"A0EJR>+$V;OQ5DK3QUXV: M,G6:M7VOUZL!_?OK]3??E"2U;]]!(T<,UT\__:BN79_R<[4YPVEE ARG0 MIY77K5NG9LV:J4>/'FFFQ\3$J%NW;AHW;IRZ=.F2H\8# @;^7K:>64E!1M MW[Y=S9LW5W1T=)IY0X8,48,&#=2M6S=%147IT4N77KWW7?SNRD "X!$=^SN$F M/N<0 !O1(L\S,F3/5K5LW39PX46W:M-%77WWEYU;F3%9J^]N2)4MD M&(:?6I9[6:EM\>+%:M2HD9HW;Z[FS9MK_/CQ?FYESF2UWV;/GJTI4Z9HZ-"A MNNVVV_S8PIS+2FVM6K6R^JQY\^8J7;JT?OOM-S^W-/NR4MO1HT?UT$,/:K?U/KUZ_W@9;EWJ=K>>^\]5:U:U?\-RP.9U?;^^^\K+BY.@PUVJW/GSNF.GKW\\LLJ7+BP)&GW[MVZ_OKK_=K& MG,I*;:=/G];TZ=,U8L0(?S MO%A>KU?3IT_7X,&#]<K5K>E!04$J5*B0)&GY\N5JTJ2)).G::Z_5X<.']?OOO_N_L=F4E=IN MOOEFV[R>G2\KM?T=#"7)Y_,I)"3$OXW,9XP/U_KU MZ[5DR9)\;E7>N%1M/I]/_?KUTX0)$^1VV^NAEI5^:]:LF5JU:J7P\'!MVK1) MM]UVFZ*BHA0<'.R'%N9<5FK;OW^_PL/#M63)$L7&QJI6K5I:LV:-*E6JY(<6 MYEQ6GV]2ZDC5\N7+]>677^9CB_).5FKKT:.'VK=OKUZ]>FGCQHUZ\<47"_QS M+RMU-6W:5&O6K%&5*E6T=NU:25)L;&Q^-RW7TJMM^O3I&C1HD"(B(B1)T='1 M"@T-M>:'AH8J.CI:U:I5\UL[K5 M]=-//Q7X<)@='W[XH1Y^^&&Y7,XY@=*I4R>U;MU:W;IUT[ESYW3555>I;MVZ MMG^^+5VZ5#-FS-"T:=,4&AJJB(@(6U[.L7#A0GF]7@T:-,B:%A$1H;BX..M^ M7%R<+<-5>K4Y14:UG3MW3CUZ]-"D29-4LV;- +4N?SCGJ&AC$R=.M'ZO4*&" MSIT[IU.G3@6P17GCIIMNTH(%"S1PX$ -'#A0DC1PX$#;OU#];="@04I.3I8D MG3IU2G_^^::-6LD25%142I?OGR!'S6\ M4$:U.4%&M9T^?5K=NG73\.'#=<,--^C==]\-9#/SG&&:IAGH1EPN%BU:I'?? M?5<)"0GJV+&C7GKI)4G2"R^\(+?;K?#P<$5%1:EV[=KJV[=O8!N;31G5)DF' M#Q_6FV^^J6'#ANF55UY1ERY=5*%"A< U-ILRJFWFS)G:M&F3JE>OKJU;MZI] M^_9JW;IU8!N;31G5EI"0H-Z]>ZM2I4HZ?ORXKKWV6CW__/.!;6PV9?:87+5J ME;[YYAN-'CTZ< W,A8QJ6[MVK29/GJQZ]>KIZ-&C*EZ\N%Y]]=7 -C8;,JIK M_/CQVK)EB^K4J:,3)TZH?__^*E.F3& ;FPVS9LW2J%&CK.OO3I\^K=&C1^N! M!Q[0F3-GU*]?/U6K5DV[=NW2RR^_;*NS#YG5%AT=K84+%VK*E"EJW[Z]VK=O M;YM//I RKZU>O7I*3$Q4Z=*E)4E'CAS1SIT[ ]G XML 84 R44.htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND
    INTERNATIONAL FIXED INCOME FUND
    Investment Goal

    Capital appreciation and current income.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class Y Prospectus
    SIT INTERNATIONAL FIXED INCOME FUND
    Class Y
    Management Fees 0.30%
    Distribution (12b-1) Fees none
    Other Expenses 0.52%
    Total Annual Fund Operating Expenses 0.82%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Class Y | USD ($) 84 262 455 1,014
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40%

    of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.

    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 or other instruments directly.

    Principal Risks

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — 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.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Derivatives Risk — The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Asset-Backed Securities Risk — Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment

    grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    U.S. Government Securities Risk — Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

    Bank Loans Risk — With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.

    Mortgage-Backed Securities Risk — Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 3.15% (03/31/2016)
    Worst Quarter: -4.09% (06/30/22)
    The Fund's Class Y Shares commenced operations on October 30, 2015. For full calendar years through December 31, 2015, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    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.

    In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    Class Y Return Before Taxes (8.93%) [1] 0.10% [1] 1.53% [1] 3.56% [1] Sep. 01, 1993 [1]
    After Taxes on Distributions | Class Y Return After Taxes on Distributions (13.28%) [1] (1.66%) [1] (0.10%) [1] 1.96% [1]  
    After Taxes on Distributions and Sale of Fund Shares | Class Y Return After Taxes on Distributions and Sale of Fund Shares (5.26%) [1] (0.59%) [1] 0.50% [1] 2.16% [1]  
    Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes) Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes) (9.76%) 0.52% 2.10% 4.75% Sep. 01, 1993
    [1] The Fund's Class Y Shares commenced operations on October 30, 2015. For periods prior to October 30, 2015, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    XML 85 R49.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading INTERNATIONAL FIXED INCOME FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Capital appreciation and current income.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 47.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40%

    of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.

    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 or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — 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.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Derivatives Risk — The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Asset-Backed Securities Risk — Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment

    grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    U.S. Government Securities Risk — Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

    Bank Loans Risk — With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.

    Mortgage-Backed Securities Risk — Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    Risk Nondiversified Status [Text] rr_RiskNondiversifiedStatus 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 3.15% (03/31/2016)
    Worst Quarter: -4.09% (06/30/22)
    The Fund's Class Y Shares commenced operations on October 30, 2015. For full calendar years through December 31, 2015, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Mar. 31, 2016
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 3.15%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Jun. 30, 2022
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (4.09%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    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.

    In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.76%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.52%
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 2.10%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 4.75%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Sep. 01, 1993
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Class Y  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.30%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.52%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.82%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 84
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 262
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 455
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,014
    Annual Return 2013 rr_AnnualReturn2013 (0.11%)
    Annual Return 2014 rr_AnnualReturn2014 7.92%
    Annual Return 2015 rr_AnnualReturn2015 0.39%
    Annual Return 2016 rr_AnnualReturn2016 4.75%
    Annual Return 2017 rr_AnnualReturn2017 2.10%
    Annual Return 2018 rr_AnnualReturn2018 2.08%
    Annual Return 2019 rr_AnnualReturn2019 6.81%
    Annual Return 2020 rr_AnnualReturn2020 3.25%
    Annual Return 2021 rr_AnnualReturn2021 (1.97%)
    Annual Return 2022 rr_AnnualReturn2022 (8.93%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (8.93%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 0.10% [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.53% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.56% [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Sep. 01, 1993 [1]
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Class Y | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (13.28%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.66%) [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (0.10%) [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 1.96% [1]
    Class Y Prospectus | SIT INTERNATIONAL FIXED INCOME FUND | Class Y | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (5.26%) [1]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (0.59%) [1]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 0.50% [1]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 2.16% [1]
    [1] The Fund's Class Y Shares commenced operations on October 30, 2015. For periods prior to October 30, 2015, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    GRAPHIC 86 BarChart9.png IDEA: XBRL DOCUMENT begin 644 BarChart9.png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end XML 87 R50.htm IDEA: XBRL DOCUMENT v3.22.4
    Total
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND
    EMERGING MARKETS DEBT FUND
    Investment Goal

    Maximize total return.

    Fees and Expenses

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Annual Fund Operating Expenses
    Class Y Prospectus
    SIT EMERGING MARKETS DEBT FUND
    Class Y
    Management Fees 0.85%
    Distribution (12b-1) Fees none
    Other Expenses 0.52%
    Total Annual Fund Operating Expenses 1.37%
    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example
    1 Year
    3 Years
    5 Years
    10 Years
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | Class Y | USD ($) 139 434 750 1,646
    PORTFOLIO TURNOVER

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly

    (e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).

    The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    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 or other instruments directly.

    Principal Risks

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes

    in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk

    are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Structured Securities Risk — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Performance Information

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Bar Chart

      Best Quarter: 12.77% (06/30/2020)
    Worst Quarter: -16.65% (03/31/2020)
    The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Average Annual Total Returns (for the periods ended December 31, 2022)

    This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Average Annual Returns - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND
    Label
    Average Annual Returns, 1 Year
    Average Annual Returns, 5 Years
    Average Annual Returns, 10 Years
    Average Annual Returns, Since Inception
    Average Annual Returns, Inception Date
    Class Y Return Before Taxes (15.21%) [1] (2.63%) [1] (1.10%) [1] 6.00% [1] Jun. 26, 1997 [1]
    After Taxes on Distributions | Class Y Return After Taxes on Distributions (15.85%) [1] (3.53%) [1] (2.14%) [1] 3.60% [1]  
    After Taxes on Distributions and Sale of Fund Shares | Class Y Return After Taxes on Distributions and Sale of Fund Shares (9.00%) [1] (2.30%) [1] (1.22%) [1] 3.84% [1]  
    J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes) J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes) (17.78%) (1.31%) 1.59% 6.66% Jun. 26, 1997
    The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes) The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes) (14.75%) (1.86%) (0.18%) [2] Jun. 26, 1997
    [1] The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    [2] The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003.
    XML 88 R55.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading EMERGING MARKETS DEBT FUND
    Objective [Heading] rr_ObjectiveHeading Investment Goal
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    Maximize total return.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.

    Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 88.00%
    Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

    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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly

    (e.g., in fixed income securities and other instruments) or indirectly/synthetically (e.g., through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.

    The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).

    The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

    The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.

    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 or other instruments directly.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

    Market Risk — 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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.

    Foreign Investment/Emerging Markets Risk — The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.

    Investment Style Risk — The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

    Non-Diversified Risk — 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).

    Currency Risk — As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes

    in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.

    Liquidity Risk — The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

    Foreign Sovereign Debt Securities Risk — 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 because of 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.

    Below Investment Grade Securities (Junk Bonds) Risk — Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.

    Duration Risk — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.

    Interest Rate Risk — The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.

    Credit Risk — The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.

    Corporate Fixed Income Securities Risk — Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.

    Extension Risk — The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

    Prepayment Risk — The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.

    Derivatives Risk — The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk

    are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.

    Leverage Risk — The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.

    Structured Securities Risk — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.

    LIBOR Replacement Risk — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.

    Exchange-Traded Funds (ETFs) Risk — 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.

    Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    Risk Lose Money [Text] rr_RiskLoseMoney You could lose money on your investment in the Fund, just as you could with other investments.
    Risk Nondiversified Status [Text] rr_RiskNondiversifiedStatus 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).
    RIsk Not Insured [Text] rr_RiskNotInsured An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance.
    Performance Additional Market Index [Text] rr_PerformanceAdditionalMarketIndex This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

      Best Quarter: 12.77% (06/30/2020)
    Worst Quarter: -16.65% (03/31/2020)
    The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
     
    Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel Best Quarter:
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 12.77%
    Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel Worst Quarter:
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (16.65%)
    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for the periods ended December 31, 2022)
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred 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.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

    This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.

    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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (17.78%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.31%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 1.59%
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 6.66%
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jun. 26, 1997
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes)  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes)
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (14.75%)
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (1.86%)
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (0.18%)
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception [1]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jun. 26, 1997
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | Class Y  
    Risk/Return: rr_RiskReturnAbstract  
    Management Fees rr_ManagementFeesOverAssets 0.85%
    Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.52%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.37%
    Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 139
    Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 434
    Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 750
    Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,646
    Annual Return 2013 rr_AnnualReturn2013 (9.59%)
    Annual Return 2014 rr_AnnualReturn2014 (1.20%)
    Annual Return 2015 rr_AnnualReturn2015 (8.96%)
    Annual Return 2016 rr_AnnualReturn2016 9.79%
    Annual Return 2017 rr_AnnualReturn2017 14.54%
    Annual Return 2018 rr_AnnualReturn2018 (8.48%)
    Annual Return 2019 rr_AnnualReturn2019 14.64%
    Annual Return 2020 rr_AnnualReturn2020 4.26%
    Annual Return 2021 rr_AnnualReturn2021 (5.63%)
    Annual Return 2022 rr_AnnualReturn2022 (15.21%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.21%) [2]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.63%) [2]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (1.10%) [2]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 6.00% [2]
    Average Annual Returns, Inception Date rr_AverageAnnualReturnInceptionDate Jun. 26, 1997 [2]
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | Class Y | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (15.85%) [2]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (3.53%) [2]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (2.14%) [2]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.60% [2]
    Class Y Prospectus | SIT EMERGING MARKETS DEBT FUND | Class Y | After Taxes on Distributions and Sale of Fund Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    Average Annual Returns, 1 Year rr_AverageAnnualReturnYear01 (9.00%) [2]
    Average Annual Returns, 5 Years rr_AverageAnnualReturnYear05 (2.30%) [2]
    Average Annual Returns, 10 Years rr_AverageAnnualReturnYear10 (1.22%) [2]
    Average Annual Returns, Since Inception rr_AverageAnnualReturnSinceInception 3.84% [2]
    [1] The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003.
    [2] The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.
    XML 89 R56.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Risk/Return: rr_RiskReturnAbstract  
    Prospectus Date rr_ProspectusDate Jan. 31, 2023
    XML 90 tm2232087d1_485bpos_htm.xml IDEA: XBRL DOCUMENT 0000835597 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member ck0000835597:C000017607Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017607Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017607Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006418Member ck0000835597:index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member ck0000835597:C000017609Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017609Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017609Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006420Member ck0000835597:index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member ck0000835597:C000017608Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017608Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017608Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006419Member ck0000835597:index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member ck0000835597:C000017610Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017610Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017610Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_F_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member ck0000835597:C000017606Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000017606Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000017606Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_I_ProspectusMember ck0000835597:S000006418Member ck0000835597:index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member ck0000835597:C000147407Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147407Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147407Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006418Member ck0000835597:index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member ck0000835597:C000147409Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147409Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147409Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006420Member ck0000835597:index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member ck0000835597:C000147408Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147408Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147408Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006419Member ck0000835597:index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member ck0000835597:C000147410Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsMember ck0000835597:C000147410Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member rr:AfterTaxesOnDistributionsAndSalesMember ck0000835597:C000147410Member 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 0000835597 ck0000835597:doc_Class_Y_ProspectusMember ck0000835597:S000006421Member ck0000835597:index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember 2022-09-30 2022-09-30 pure iso4217:USD 2023-01-27 N-1A SEI INSTITUTIONAL INTERNATIONAL TRUST 2023-01-31 2023-01-31 SEITX SIEMX SEFIX SITEX INTERNATIONAL EQUITY FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Long-term capital appreciation.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0051 0 0.0058 0.0109 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 111 347 601 1329 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.</span></p> 1.08 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk</i> — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Small and Medium Capitalization Risk — </i>The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Depositary Receipts Risk — </i>Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Preferred Stock Risk — </i>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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Participation Notes (P-Notes) Risk — </i>P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Warrants Risk — </i>Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Long/Short Risk</i> — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk</i> — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Portfolio Turnover Risk</i> — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 137px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 20.28% (06/30/2020)<br/>Worst Quarter: -25.26% (03/31/2020)<br/> <br/> <br/> <br/> <br/> <br/> <br/> <br/> </span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.2028 2020-06-30 Worst Quarter: -0.2526 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1989-12-20 1989-12-20 Return Before Taxes -0.1596 0.0096 0.0438 0.0345 Return After Taxes on Distributions -0.1621 0.0001 0.0375 0.0261 Return After Taxes on Distributions and Sale of Fund Shares -0.0908 0.0077 0.0349 0.0265 MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) (reflects no deduction for fees or expenses) -0.1445 0.0154 0.0467 0.0427 EMERGING MARKETS EQUITY FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Capital appreciation.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0105 0 0.0076 0.0181 -0.001 0.0171 2024-01-31 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 174 560 971 2118 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund </span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.</span></p> 0.93 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk</i> — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Country Concentration Risk — </i>The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Risk of Investing in China</i> — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Small and Medium Capitalization Risk — </i>The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Depositary Receipts Risk — </i>Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Preferred Stock Risk — </i>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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Participation Notes (P-Notes) Risk — </i>P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Warrants Risk — </i>Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Portfolio Turnover Risk</i> — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 137px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 20.87% (06/30/2020)<br/>Worst Quarter: -25.69% (03/31/2020)<br/> <br/> <br/> <br/> <br/> <br/> <br/> <br/> </span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.2087 2020-06-30 Worst Quarter: -0.2569 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1995-01-17 1995-01-17 Return Before Taxes -0.2149 -0.0256 0.0094 0.037 Return After Taxes on Distributions -0.2164 -0.0297 0.0067 0.0317 Return After Taxes on Distributions and Sale of Fund Shares -0.1222 -0.0164 0.0092 0.0325 MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses) (reflects no deduction for fees or expenses) -0.2009 -0.014 0.0144 INTERNATIONAL FIXED INCOME FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Capital appreciation and current income.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.003 0 0.0077 0.0107 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 109 340 590 1306 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.</span></p> 0.47 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40% </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (<i>i.e.</i>, take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk — </i>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, </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Non-Diversified Risk — </i>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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Interest Rate Risk — </i>The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. </span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Duration Risk</i> — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Corporate Fixed Income Securities Risk — </i>Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Sovereign Debt Securities Risk</i> — 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 because of 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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Asset-Backed Securities Risk — </i>Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Below Investment Grade Securities (Junk Bonds) Risk — </i>Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>U.S. Government Securities Risk — </i>Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Bank Loans Risk — </i>With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Mortgage-Backed Securities Risk — </i>Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Extension Risk — </i>The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Prepayment Risk — </i>The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk</i> — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC). You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p> </td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 137px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 3.15% (03/31/2016)<br/>Worst Quarter: -4.10% (06/30/2022)<br/> <br/> <br/> <br/> <br/> <br/> <br/> <br/> </span> </td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.0315 2016-03-31 Worst Quarter: -0.041 2022-06-30 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1993-09-01 1993-09-01 Return Before Taxes -0.092 -0.0014 0.0135 0.035 Return After Taxes on Distributions -0.1345 -0.0183 -0.0021 0.0192 Return After Taxes on Distributions and Sale of Fund Shares -0.0542 -0.0074 0.0039 0.0212 Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.0976 0.0052 0.021 0.0475 EMERGING MARKETS DEBT FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Maximize total return.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0085 0 0.0077 0.0162 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 165 511 881 1922 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.</span></p> 0.88 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">(<i>e.g.</i>, in fixed income securities and other instruments) or indirectly/synthetically (<i>e.g.</i>, through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (<i>i.e.</i>, take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk — </i>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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Non-Diversified Risk — </i>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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Sovereign Debt Securities Risk — </i>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 because of 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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Below Investment Grade Securities (Junk Bonds) Risk — </i>Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Duration Risk</i> — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Interest Rate Risk — </i>The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates. </span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Corporate Fixed Income Securities Risk — </i>Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Extension Risk — </i>The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Prepayment Risk — </i>The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Structured Securities Risk</i> — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk</i> — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC). You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based </span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 137px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 12.67% (06/30/2020)<br/>Worst Quarter: -16.72% (03/31/2020)<br/> <br/> <br/> <br/> <br/> <br/> <br/> <br/> </span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.1267 2020-06-30 Worst Quarter: -0.1672 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index. 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1997-06-26 1997-06-26 1997-06-26 Return Before Taxes -0.1544 -0.0286 -0.013 0.0592 Return After Taxes on Distributions -0.1599 -0.0364 -0.0223 0.0356 Return After Taxes on Distributions and Sale of Fund Shares -0.0914 -0.0242 -0.0132 0.0379 J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.1778 -0.0131 0.0159 0.0666 The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes) -0.1475 -0.0186 -0.0018 SEEIX INTERNATIONAL EQUITY FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Long-term capital appreciation.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0051 0 0.0083 0.0134 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 136 425 734 1613 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.</span></p> 1.08 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk </i>— The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk </i>— The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk </i>— The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk </i>— As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Small and Medium Capitalization Risk </i>— The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Depositary Receipts Risk </i>— Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Preferred Stock Risk — </i>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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Participation Notes (P-Notes) Risk </i>— P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Warrants Risk </i>— Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk </i>— The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Long/Short Risk</i> — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk </i>— The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk </i>— The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk </i>— The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk </i>— The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk </i>— 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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Portfolio Turnover Risk </i>— Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 136px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 20.23% (06/30/2020)<br/>Worst Quarter: -25.35% (03/31/2020)<br/> <br/> <br/> <br/> <br/> <br/> <br/> <br/> </span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.2023 2020-06-30 Worst Quarter: -0.2535 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1989-12-20 1989-12-20 Return Before Taxes -0.1615 0.007 0.0411 0.032 Return After Taxes on Distributions -0.1634 -0.0017 0.0355 0.0236 Return After Taxes on Distributions and Sale of Fund Shares -0.0924 0.0057 0.0328 0.0241 MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) (reflects no deduction for fees or expenses) -0.1445 0.0154 0.0467 0.0427 SEFCX SEQFX SIFIX SIEDX INTERNATIONAL EQUITY FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Long-term capital appreciation.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0051 0 0.0033 0.0084 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 86 268 466 1037 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 108% of the average value of its portfolio.</span></p> 1.08 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Equity securities may include common stocks, preferred stocks, warrants, participation notes and depositary receipts. The Fund will invest primarily in equity securities of issuers of all capitalization ranges that are located in at least three countries other than the U.S. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Fund will invest primarily in companies located in developed countries, but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets in emerging markets. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors. A Sub-Adviser may take long positions with respect to investments it believes to be undervalued and likely to increase in price, while also taking short positions (including through derivative instruments) with respect to investments it believes to be overvalued and likely to decrease in price.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may invest in futures contracts, forward contracts, options and swaps for hedging or investment purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk</i> — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>The risk that developed international and emerging markets equity securities may underperform other segments of the equity markets or the equity markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Small and Medium Capitalization Risk — </i>The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Depositary Receipts Risk — </i>Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Preferred Stock Risk — </i>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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Participation Notes (P-Notes) Risk — </i>P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Warrants Risk — </i>Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk </span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Long/Short Risk</i> — The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund's long or short positions will produce positive returns and the Fund could lose money if either or both the Fund's long and short positions produce negative returns.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk</i> — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Portfolio Turnover Risk</i> — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 1715px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 20.30% (06/30/2020)<br/>Worst Quarter: -25.22% (03/31/2020)<br/>The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.</span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 2020-06-30 Worst Quarter: -0.2522 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1989-12-20 1989-12-20 Return Before Taxes -0.1568 0.0123 0.0458 0.0351 Return After Taxes on Distributions -0.1598 0.002 0.0383 0.0256 Return After Taxes on Distributions and Sale of Fund Shares -0.0888 0.0096 0.0359 0.0261 MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses) (reflects no deduction for fees or expenses) -0.1445 0.0154 0.0467 0.0427 EMERGING MARKETS EQUITY FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Capital appreciation.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0105 0 0.0051 0.0156 -0.001 0.0146 2024-01-31 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The effect of the Fund's fee waivers and expense reimbursements is reflected for only the first year in the below examples. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 149 483 840 1848 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund </span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 93% of the average value of its portfolio.</span></p> 0.93 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market issuers. Equity securities include common stocks, preferred stock, warrants, participation notes and depositary receipts of all capitalization ranges. The Fund normally maintains investments in at least six emerging market countries, however, it may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. Due to the size of its economy relative to other emerging market countries, it is expected that China will generally constitute a significant exposure in the Fund. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase. Due to its investment strategy, the Fund may buy and sell securities and other instruments frequently.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. One or more Sub-Advisers may apply a quantitative investment style, which generally involves a systematic or rules-based approach to selecting investments based on specific measurable factors.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may invest in swaps based on a single security or an index of securities, futures contracts, forward contracts and options to synthetically obtain exposure to securities or baskets of securities or for hedging purposes, including seeking to manage the Fund's currency exposure to foreign securities and mitigate the Fund's overall risk. Swaps may be used to obtain exposure to different foreign equity markets.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may purchase futures contracts or shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities or other instruments directly. The Fund may also invest a portion of its assets in securities of companies located in developed foreign countries.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk</i> — The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Equity markets may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Country Concentration Risk — </i>The Fund's concentration of its assets in issuers located in a single country or a limited number of countries will increase the impact of, and potential losses associated with, the risks set forth in the Foreign Investment/Emerging Markets Risk.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Risk of Investing in China</i> — Because China is an emerging market that may be subject to considerable government intervention and varying degrees of economic, political and social instability, such investments may be subject to greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. In addition, periodic U.S. Government restrictions on investments in Chinese companies may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>The risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Small and Medium Capitalization Risk — </i>The risk that small and medium capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small and medium capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization and medium capitalization stocks may be more volatile than those of larger companies. Small capitalization and medium capitalization stocks may be traded over-the-counter (OTC). OTC stocks may trade less frequently and in smaller volume than exchange listed stocks and may have more price volatility than that of exchange-listed stocks.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Depositary Receipts Risk — </i>Depositary receipts, such as American Depositary Receipts (ADRs), are certificates evidencing ownership of shares of a foreign issuer that are issued by depositary banks and generally trade on an established market. Depositary receipts are subject to many of the risks associated with investing directly in foreign securities, including, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Preferred Stock Risk — </i>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 </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Participation Notes (P-Notes) Risk — </i>P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. However, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Warrants Risk — </i>Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Warrants may be more speculative than other types of investments. 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. A warrant ceases to have value if it is not exercised prior to its expiration date.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of futures contracts, forward contracts, options and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swap agreements is also subject to credit risk and valuation risk. Credit risk is described below. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Portfolio Turnover Risk</i> — Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and taxes subject to ordinary income tax rates as opposed to more favorable capital gains rates, which may affect the Fund's performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 1715px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 20.87% (06/30/2020)<br/>Worst Quarter: -25.63% (03/31/2020)<br/>The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.</span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.2087 2020-06-30 Worst Quarter: -0.2563 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1995-01-17 1995-01-17 Return Before Taxes -0.2129 -0.0231 0.0114 0.0377 Return After Taxes on Distributions -0.215 -0.0279 0.0079 0.0316 Return After Taxes on Distributions and Sale of Fund Shares -0.1207 -0.0145 0.0105 0.0324 MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses) (reflects no deduction for fees or expenses) -0.2009 -0.014 0.0144 INTERNATIONAL FIXED INCOME FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Capital appreciation and current income.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.003 0 0.0052 0.0082 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 84 262 455 1014 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 47% of the average value of its portfolio.</span></p> 0.47 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) 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 U.S. (including, to a lesser extent, emerging market countries). It is expected that at least 40% </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">of the Fund's assets will be invested in non-U.S. securities. Other fixed income securities in which the Fund may invest include: (i) securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities and obligations of U.S. commercial banks, such as certificates of deposit, time deposits, bankers' acceptances and bank notes; (ii) U.S. corporate debt securities and mortgage-backed and asset-backed securities; and (iii) obligations of supranational entities.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. In selecting investments for the Fund, the Sub-Advisers choose securities issued by corporations and governments located in various countries, looking for opportunities to achieve 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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (<i>i.e.</i>, take long or short positions) using derivatives, principally futures, foreign currency forward contracts and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund will also invest in securities rated below investment grade (junk bonds). However, in general, the Fund will purchase bonds with a rating of CCC or above. The Fund also invests a portion of its assets in bank loans, which are generally non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans or assignments of all or a portion of the loans from third parties.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk — </i>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, </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Non-Diversified Risk — </i>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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Interest Rate Risk — </i>The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Duration Risk</i> — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Corporate Fixed Income Securities Risk — </i>Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Sovereign Debt Securities Risk</i> — 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 because of 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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of swaps, futures and forward contracts is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described above, and leverage risk and liquidity risk are described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of swaps and forward contracts is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Asset-Backed Securities Risk — </i>Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Securitization trusts generally do not have any assets or sources of funds other than the receivables and related property they own, and asset-backed securities are generally not insured or guaranteed by the related sponsor or any other entity. Asset-backed securities may be more illiquid than more conventional types of fixed-income securities that the Fund acquires.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Below Investment Grade Securities (Junk Bonds) Risk — </i>Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>U.S. Government Securities Risk — </i>Although U.S. Government securities are considered to be among the safest investments, they are still subject to the credit risk of the U.S. Government and are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. No assurance can be given that the U.S. Government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Bank Loans Risk — </i>With respect to bank loans, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. The Fund may also have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Mortgage-Backed Securities Risk — </i>Mortgage-backed securities are affected significantly by the rate of prepayments and modifications of the mortgage loans backing those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage-backed securities are particularly sensitive to prepayment risk, which is described below, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities; however, the timing and amount of prepayments cannot be accurately predicted. The timing of changes in the rate of prepayments of the mortgage loans may significantly affect the Fund's actual yield to maturity on any mortgage-backed securities, even if the average rate of principal payments is consistent with the Fund's expectation. Along with prepayment risk, mortgage-backed securities are significantly affected by interest rate risk, which is described above. In a low interest rate environment, mortgage loan prepayments would generally be expected to increase due to factors such as refinancing and loan modifications at lower interest rates. In contrast, if prevailing interest rates rise, prepayments of mortgage loans would generally be expected to decline and therefore extend the weighted average lives of mortgage-backed securities held or acquired by the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Extension Risk — </i>The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Prepayment Risk — </i>The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.</span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk</i> — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC). You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p> </td> <td colspan="1"> </td> <td colspan="3" style="padding:12pt .7pt 6pt 0pt; width: 1715px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 3.15% (03/31/2016)<br/>Worst Quarter: -4.09% (06/30/22)<br/>The Fund's Class Y Shares commenced operations on October 30, 2015. For full calendar years through December 31, 2015, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.</span> </td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.0315 2016-03-31 Worst Quarter: -0.0409 2022-06-30 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1993-09-01 1993-09-01 Return Before Taxes -0.0893 0.001 0.0153 0.0356 Return After Taxes on Distributions -0.1328 -0.0166 -0.001 0.0196 Return After Taxes on Distributions and Sale of Fund Shares -0.0526 -0.0059 0.005 0.0216 Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.0976 0.0052 0.021 0.0475 EMERGING MARKETS DEBT FUND Investment Goal <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Maximize total return.</span></p> Fees and Expenses <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table describes the fees and expenses that you may pay if you buy, hold and sell Fund shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table and examples below.</span></p> ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0085 0 0.0052 0.0137 EXAMPLE <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 then redeem or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. </span></p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 139 434 750 1646 PORTFOLIO TURNOVER <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 88% of the average value of its portfolio.</span></p> 0.88 Principal Investment Strategies <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of emerging market issuers. The Fund will invest in debt securities of government, government-related, supranational entities, and corporate issuers in emerging market countries, as well as debt securities of entities organized to restructure the outstanding debt of any such issuers. The Fund may obtain its exposures by investing directly </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">(<i>e.g.</i>, in fixed income securities and other instruments) or indirectly/synthetically (<i>e.g.</i>, through the use of derivative instruments, principally futures contracts, forward contracts and swaps and structured securities, such as credit-linked and inflation-linked notes). The Fund may invest in swaps based on a single security or an index of securities, including interest rate swaps, credit default swaps, currency swaps and fully-funded total return swaps. Emerging market countries are those countries that: (i) are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development; (ii) are included in an emerging markets index by a recognized index provider; or (iii) have similar developing or emerging characteristics as countries classified as emerging market countries pursuant to sub-paragraph (i) and (ii) above, in each case determined at the time of purchase.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund uses a multi-manager approach, relying upon a number of sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SEI Investments Management Corporation (SIMC), the Fund's adviser. The Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to any single emerging market economy and may not invest more than 25% of its assets in any single country. 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 the fourth highest rating category by a Nationally Recognized Statistical Rating Organization (NRSRO), commonly referred to as junk bonds).</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Sub-Advisers may seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (<i>i.e.</i>, take long or short positions) using derivatives, principally futures, foreign currency forward contracts, options on foreign currencies and currency swaps. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase its exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. In managing the Fund's currency exposure from foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The Fund may also invest in futures contracts, forward contracts and swaps for speculative or hedging purposes. Futures contracts, forward contracts and swaps are used to synthetically obtain exposure to the securities identified above or baskets of such securities and to manage the Fund's interest rate duration and yield curve exposure. These derivatives are also used to mitigate the Fund's overall level of risk and/or the Fund's risk to particular types of securities, currencies or market segments. Interest rate swaps are further used to manage the Fund's yield spread sensitivity. When the Fund seeks to take an active long or short position with respect to the likelihood of an event of default of a security or basket of securities, the Fund may use credit default swaps. The Fund may buy credit default swaps in an attempt to manage credit risk where the Fund has credit exposure to an issuer and the Fund may sell credit default swaps to more efficiently gain credit exposure to such security or basket of securities.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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 or other instruments directly.</span></p> Principal Risks <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Market Risk — </i>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. In a low interest rate environment, risks associated with rising rates are heightened. Declines in dealer market-making capacity as a result of structural or regulatory changes could further decrease liquidity and/or increase volatility in the fixed income markets. Markets for fixed income securities may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, environmental and public health risks, such as natural disasters, epidemics, pandemics or widespread fear that such events may occur, may impact markets adversely and cause market volatility in both the short- and long-term. In response to these events, the Fund's value may fluctuate and/or the Fund may experience increased redemptions from shareholders, which may impact the Fund's liquidity or force the Fund to sell securities into a declining or illiquid market.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Investment/Emerging Markets Risk — </i>The risk that non-U.S. securities may be subject to additional risks due to, among other things, political, social and economic developments abroad, currency movements and different legal, regulatory, tax, accounting and audit environments. These additional risks may be heightened with respect to emerging market countries because political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investments in emerging markets are subject to the added risk that information in emerging market investments may be unreliable or outdated due to differences in regulatory, accounting or auditing and financial record keeping standards, or because less information about emerging market investments is publicly available. In addition, the rights and remedies associated with emerging market investments may be different than investments in developed markets. A lack of reliable information, rights and remedies increase the risks of investing in emerging markets in comparison to more developed markets. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investment Style Risk — </i>The risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Non-Diversified Risk — </i>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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC).</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Currency Risk — </i>As a result of the Fund's investments in active positions in currencies and securities or other investments denominated in, and/or receiving revenues in, foreign currencies and the Fund's active management of its currency exposures, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected. Due to the Fund's active positions in currencies, it will be subject to the risk that currency exchange rates may fluctuate in response to, among other things, changes </span></p><p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the United States or abroad.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Liquidity Risk — </i>The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price of the security, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Foreign Sovereign Debt Securities Risk — </i>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 because of 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.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Below Investment Grade Securities (Junk Bonds) Risk — </i>Fixed income securities rated below investment grade (junk bonds) involve greater risks of default or downgrade and are generally more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. Because these securities typically offer a higher rate of return to compensate investors for these risks, they are sometimes referred to as "high yield bonds," but there is no guarantee that an investment in these securities will result in a high rate of return.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Duration Risk</i> — The longer-term securities in which the Fund may invest tend to be more volatile than shorter-term securities. A portfolio with a longer average portfolio duration is more sensitive to changes in interest rates than a portfolio with a shorter average portfolio duration.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Interest Rate Risk — </i>The risk that a change in interest rates will cause a fall in the value of fixed income securities, including U.S. Government securities, in which the Fund invests. Generally, the value of the Fund's fixed income securities will vary inversely with the direction of prevailing interest rates. Changing interest rates may have unpredictable effects on the markets and may affect the value and liquidity of instruments held by the Fund. Although U.S. Government securities are considered to be among the safest investments, they are not guaranteed against price movements due to changing interest rates.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Credit Risk — </i>The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Corporate Fixed Income Securities Risk — </i>Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Extension Risk — </i>The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Prepayment Risk — </i>The risk that in a declining interest rate environment, fixed income securities with stated interest rates may have the principal paid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Derivatives Risk — </i>The Fund's use of futures contracts, forward contracts, options, swaps and credit-linked notes is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk </span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">are described above, and leverage risk is described below. Many over-the-counter (OTC) derivative instruments will not have liquidity beyond the counterparty to the instrument. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts, options, credit-linked notes and swap agreements is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of the above risks could cause the Fund to lose more than the principal amount invested in a derivative instrument. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. The Fund's use of derivatives may also increase the amount of taxes payable by shareholders. Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, the ultimate impact of which remains unclear.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Leverage Risk — </i>The Fund's use of derivatives may result in the Fund's total investment exposure substantially exceeding the value of its portfolio securities and the Fund's investment returns depending substantially on the performance of securities that the Fund may not directly own. The use of leverage can amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The Fund's use of leverage may result in a heightened risk of investment loss.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Structured Securities Risk</i> — The payment and credit qualities of structured securities derive from their underlying assets, and they may behave in ways not anticipated by the Fund, or they may not receive tax, accounting or regulatory treatment anticipated by the Fund.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>LIBOR Replacement Risk</i> — The U.K. Financial Conduct Authority stopped compelling or inducing banks to submit certain London Inter-Bank Offered Rate (LIBOR) rates and will do so for the remaining LIBOR rates immediately after June 30, 2023. The elimination of LIBOR may adversely affect the interest rates on, and value of, certain Fund investments.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Exchange-Traded Funds (ETFs) Risk — </i>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 securities. When the Fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;"><i>Investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its investment goal. You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.</i></span></p> 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. However, the Fund intends to satisfy the asset diversification requirements under the Internal Revenue Code of 1986, as amended (the Code) for classification as a regulated investment company (RIC). You could lose money on your investment in the Fund, just as you could with other investments. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The performance information shown is based on full calendar years. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. For current performance information, please call 1-800-DIAL-SEI.</span></p> The bar chart and the performance table below provide some indication of the risks of investing in the Class Y Shares of the Fund by showing changes in the Fund's performance from year to year for the past ten calendar years and by showing how the Fund's average annual returns for 1, 5 and 10 years, and since the Fund's inception, compare with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. <table border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td colspan="3" style="padding:0pt .7pt 6pt 0pt; width: 8px; text-align: left;" valign="top"> <p style="margin:0pt 0pt 0pt 0pt"> </p></td> <td colspan="1"> </td> <td colspan="3" style="padding:0pt .7pt 6pt 0pt; width: 1715px; text-align: left;" valign="bottom"> <span style="font-size:8pt; font-family: Arial, Helvetica;">Best Quarter: 12.77% (06/30/2020)<br/>Worst Quarter: -16.65% (03/31/2020)<br/>The Fund's Class Y Shares commenced operations on December 31, 2014. For full calendar years through December 31, 2014, the performance of the Fund's Class F Shares is shown. The Fund's Class F Shares are offered in a separate prospectus. Because Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares would have been substantially similar to those of Class F Shares, shown here, and would have differed only to the extent that the classes do not have the same total annual fund operating expenses.</span></td> <td colspan="1"> </td> </tr> </table> Best Quarter: 0.1277 2020-06-30 Worst Quarter: -0.1665 2020-03-31 Average Annual Total Returns (for the periods ended December 31, 2022) <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index.</span></p> <p style="margin:0pt 0pt 6pt 0pt; text-align: left;"><span style="font-size:10pt; font-family: Arial, Helvetica;">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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.</span></p> This table compares the Fund's average annual total returns to those of a broad-based index and the Fund's 50/50 Blended Benchmark, which consists of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index (50%) and the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM) Global Diversified Index (50%). The Fund's Blended Benchmark is designed to provide a useful comparison to the Fund's overall performance and more accurately reflect the Fund's investment strategy than the broad-based index. 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. 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. In some cases, the Fund's return after taxes may exceed the Fund's return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. 1997-06-26 1997-06-26 1997-06-26 Return Before Taxes -0.1521 -0.0263 -0.011 0.06 Return After Taxes on Distributions -0.1585 -0.0353 -0.0214 0.036 Return After Taxes on Distributions and Sale of Fund Shares -0.09 -0.023 -0.0122 0.0384 J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.1778 -0.0131 0.0159 0.0666 The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes) -0.1475 -0.0186 -0.0018 ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ 0.2138 -0.0607 0.0186 -0.0053 0.2666 -0.1671 0.2241 0.1136 0.0996 -0.1596 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ -0.0026 -0.0510 -0.1449 0.1249 0.3727 -0.1867 0.1975 0.1702 -0.0183 -0.2149 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ -0.0011 0.0792 0.0039 0.0456 0.0179 0.0193 0.0655 0.0295 -0.0220 -0.0920 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ -0.0959 -0.0120 -0.0912 0.094 0.1425 -0.0873 0.1437 0.0404 -0.0583 -0.1544 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_F_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ 0.2108 -0.0635 0.0161 -0.0076 0.2631 -0.1699 0.2217 0.1103 0.0967 -0.1615 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_I_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ 0.2138 -0.0607 0.0211 -0.0031 0.2694 -0.1652 0.2274 0.1171 0.1013 -0.1568 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006418Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ -0.0026 -0.0510 -0.1425 0.1277 0.3758 -0.1842 0.2005 0.1738 -0.0166 -0.2129 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006420Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ -0.0011 0.0792 0.0039 0.0475 0.0210 0.0208 0.0681 0.0325 -0.0197 -0.0893 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006419Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ -0.0959 -0.0120 -0.0896 0.0979 0.1454 -0.0848 0.1464 0.0426 -0.0563 -0.1521 ~ http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member row primary compact * ~ ~ http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052 column dei_DocumentInformationDocumentAxis compact ck0000835597_doc_Class_Y_ProspectusMember column dei_LegalEntityAxis compact ck0000835597_S000006421Member column rr_PerformanceMeasureAxis compact * row primary compact * ~ 0.203 false 2022-09-30 485BPOS 0000835597 Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees. The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999. The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003. The Fund's Class I Shares commenced operations on January 4, 2002. Therefore, the Fund's average annual total returns for the periods prior to that time are based on the average annual total returns of the Class F Shares, adjusted for the higher expenses of the Class I Shares. The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses. Renewed as of January 31, 2023, SIMC, the Fund's investment adviser, has contractually agreed to waive its management fee as necessary to keep the management fee paid by the Fund during its fiscal year from exceeding 0.95%. This fee waiver agreement shall remain in effect until January 31, 2024 and, unless earlier terminated, shall be automatically renewed for successive one-year periods thereafter. The agreement may be amended or terminated only with the consent of the Board of Trustees. The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses. The MSCI Emerging Markets Index Return (net) for the "Since Inception" period is not provided because returns for the MSCI Emerging Markets Index Return (net) are not available prior to 1999. The Fund's Class Y Shares commenced operations on October 30, 2015. For periods prior to October 30, 2015, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses. The Blended Benchmark Return for the "Since Inception" period is not provided because returns for the J.P. Morgan GBI-EM Global Diversified Index Return are not available prior to 2003. The Fund's Class Y Shares commenced operations on December 31, 2014. For periods prior to December 31, 2014, the performance of the Fund's Class F Shares has been used. Returns for Class Y Shares would have been substantially similar to those of Class F Shares and would have differed only to the extent that the classes do not have the same total annual fund operating expenses. XML 91 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 92 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 93 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.4 html 48 79 1 true 23 0 false 2 false false R1.htm 000001 - Document - Document and Entity Information Sheet http://www.sei.com/20230127/role/DocumentAndEntityInformation Document and Entity Information 1 false true R2.htm 020000 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA Risk/Return Summary- Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 2 false false R7.htm 020005 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA Risk/Return Detail Data- Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 3 false true R8.htm 020006 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA Risk/Return Summary- Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 4 false false R13.htm 020011 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA Risk/Return Detail Data- Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 5 false true R14.htm 020012 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA Risk/Return Summary- Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 6 false false R19.htm 020017 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA Risk/Return Detail Data- Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 7 false true R20.htm 020018 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA Risk/Return Summary- Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 8 false false R25.htm 020023 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA Risk/Return Detail Data- Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A)) 9 false true R26.htm 020024 - Document - Risk/Return Summary {Unlabeled} - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI Risk/Return Summary- Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I) 10 false false R31.htm 020029 - Disclosure - Risk/Return Detail Data {Elements} - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI Risk/Return Detail Data- Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I) 11 false true R32.htm 020030 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY Risk/Return Summary- Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y) 12 false false R37.htm 020035 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY Risk/Return Detail Data- Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y) 13 false true R38.htm 020036 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY Risk/Return Summary- Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y) 14 false false R43.htm 020041 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY Risk/Return Detail Data- Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y) 15 false true R44.htm 020042 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY Risk/Return Summary- Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y) 16 false false R49.htm 020047 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY Risk/Return Detail Data- Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y) 17 false true R50.htm 020048 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y) Sheet http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY Risk/Return Summary- Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y) 18 false false R55.htm 020053 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y) Sheet http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY Risk/Return Detail Data- Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y) 19 false false R56.htm 040000 - Disclosure - Risk/Return Detail Data {Elements} Sheet http://xbrl.sec.gov/rr/role/RiskReturnDetailData Risk/Return Detail Data 20 false false All Reports Book All Reports tm2232087d1_485bpos.htm ck0000835597-20230127.xsd ck0000835597-20230127_cal.xml ck0000835597-20230127_def.xml ck0000835597-20230127_lab.xml ck0000835597-20230127_pre.xml tm2232087d1_ex99-bd13.htm tm2232087d1_ex99-bd15.htm tm2232087d1_ex99-bd20.htm tm2232087d1_ex99-bd21.htm tm2232087d1_ex99-bd26.htm tm2232087d1_ex99-bi.htm tm2232087d1_ex99-bj.htm tm2232087d1_ex99-bp1.htm tm2232087d1_ex99-bp14.htm tm2232087d1_ex99-bp18.htm tm2232087d1_ex99-bp2.htm tm2232087d1_ex99-bp20.htm tm2232087d1_ex99-bp3.htm tm2232087d1_ex99-bp4.htm tm2232087d1_ex99-bp5.htm tm2232087d1_ex99-bp6.htm tm2232087d1_ex99-bp7.htm tm2232087d1_ex99-bp8.htm j22320872_aa001.jpg j22320872_aa002.jpg j22320872_ac003.jpg j22320872_ba004.jpg j22320872_ba005.jpg j22320872_ba006.jpg j22320872_ba007.jpg j22320872_za008.jpg j22320873_ac001.jpg j22320873_ba002.jpg j22320873_za003.jpg j22320874_ac001.jpg j22320874_ba002.jpg j22320874_ba003.jpg j22320874_ba004.jpg j22320874_ba005.jpg j22320874_za006.jpg BarChart1.png BarChart2.png BarChart3.png BarChart4.png BarChart5.png BarChart6.png BarChart7.png BarChart8.png BarChart9.png http://xbrl.sec.gov/dei/2022 http://xbrl.sec.gov/rr/2022 true true JSON 95 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "tm2232087d1_485bpos.htm": { "axisCustom": 0, "axisStandard": 4, "baseTaxonomies": { "http://xbrl.sec.gov/dei/2022": 17, "http://xbrl.sec.gov/rr/2022": 737 }, "contextCount": 48, "dts": { "calculationLink": { "local": [ "ck0000835597-20230127_cal.xml" ] }, "definitionLink": { "local": [ "ck0000835597-20230127_def.xml" ] }, "inline": { "local": [ "tm2232087d1_485bpos.htm" ] }, "labelLink": { "local": [ "ck0000835597-20230127_lab.xml" ] }, "presentationLink": { "local": [ "ck0000835597-20230127_pre.xml" ] }, "schema": { "local": [ "ck0000835597-20230127.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd", "https://xbrl.sec.gov/rr/2022/rr-2022.xsd" ] } }, "elementCount": 234, "entityCount": 1, "hidden": { "http://xbrl.sec.gov/dei/2022": 4, "http://xbrl.sec.gov/rr/2022": 131, "total": 135 }, "keyCustom": 0, "keyStandard": 79, "memberCustom": 21, "memberStandard": 2, "nsprefix": "ck0000835597", "nsuri": "http://www.sei.com/20230127", "report": { "R1": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityRegistrantName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "000001 - Document - Document and Entity Information", "menuCat": "", "order": "1", "role": "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityRegistrantName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c6", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020011 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "5", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Detail Data- Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "link:footnote", "span", "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c6", "decimals": null, "lang": "en-US", "name": "rr:FeeWaiverOrReimbursementOverAssetsDateOfTermination", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c11", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020012 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "6", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Summary- Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": null }, "R19": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c11", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020017 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "7", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Detail Data- Class F Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c11", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c1", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020000 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "2", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Summary- Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": null }, "R20": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c16", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020018 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "8", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Summary- Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": null }, "R25": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c16", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020023 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "9", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Detail Data- Class F Prospectus - SIT EMERGING MARKETS DEBT FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c16", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c22", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020024 - Document - Risk/Return Summary {Unlabeled} - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I)", "menuCat": "", "order": "10", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "shortName": "Risk/Return Summary- Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I)", "subGroupType": "", "uniqueAnchor": null }, "R31": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c22", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020029 - Disclosure - Risk/Return Detail Data {Elements} - Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I)", "menuCat": "", "order": "11", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "shortName": "Risk/Return Detail Data- Class I Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS I)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c22", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c27", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020030 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y)", "menuCat": "", "order": "12", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "shortName": "Risk/Return Summary- Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y)", "subGroupType": "", "uniqueAnchor": null }, "R37": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c27", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020035 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y)", "menuCat": "", "order": "13", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "shortName": "Risk/Return Detail Data- Class Y Prospectus - SIT INTERNATIONAL EQUITY FUND (Class Y)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c27", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c32", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020036 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y)", "menuCat": "", "order": "14", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "shortName": "Risk/Return Summary- Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y)", "subGroupType": "", "uniqueAnchor": null }, "R43": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c32", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020041 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y)", "menuCat": "", "order": "15", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "shortName": "Risk/Return Detail Data- Class Y Prospectus - SIT EMERGING MARKETS EQUITY FUND (Class Y)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "link:footnote", "span", "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c32", "decimals": null, "lang": "en-US", "name": "rr:FeeWaiverOrReimbursementOverAssetsDateOfTermination", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c37", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020042 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y)", "menuCat": "", "order": "16", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "shortName": "Risk/Return Summary- Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y)", "subGroupType": "", "uniqueAnchor": null }, "R49": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c37", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020047 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y)", "menuCat": "", "order": "17", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "shortName": "Risk/Return Detail Data- Class Y Prospectus - SIT INTERNATIONAL FIXED INCOME FUND (Class Y)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c37", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c42", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020048 - Document - Risk/Return Summary {Unlabeled} - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y)", "menuCat": "", "order": "18", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "shortName": "Risk/Return Summary- Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y)", "subGroupType": "", "uniqueAnchor": null }, "R55": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c42", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020053 - Disclosure - Risk/Return Detail Data {Elements} - Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y)", "menuCat": "", "order": "19", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "shortName": "Risk/Return Detail Data- Class Y Prospectus - SIT EMERGING MARKETS DEBT FUND (Class Y)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c42", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "rr:ProspectusDate", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "040000 - Disclosure - Risk/Return Detail Data {Elements}", "menuCat": "", "order": "20", "role": "http://xbrl.sec.gov/rr/role/RiskReturnDetailData", "shortName": "Risk/Return Detail Data", "subGroupType": "", "uniqueAnchor": null }, "R7": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c1", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020005 - Disclosure - Risk/Return Detail Data {Elements} - Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "3", "role": "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Detail Data- Class F Prospectus - SIT INTERNATIONAL EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "rr:PortfolioTurnoverTextBlock", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c1", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c6", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "020006 - Document - Risk/Return Summary {Unlabeled} - Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "menuCat": "", "order": "4", "role": "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "shortName": "Risk/Return Summary- Class F Prospectus - SIT EMERGING MARKETS EQUITY FUND (- CLASS F, effective 1-31-2017 (formerly Class A))", "subGroupType": "", "uniqueAnchor": null }, "S1": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c1", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "true", "longName": "000000747 - Disclosure - Class F Prospectus, SIT INTERNATIONAL EQUITY FUND", "section": 0, "shortName": "Class F Prospectus, SIT INTERNATIONAL EQUITY FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c1", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S10": { "firstAnchor": { "ancestors": [ "b", "span", "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c0", "decimals": null, "lang": "en-US", "name": "dei:DocumentCreationDate", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000043265 - Disclosure - Document and Entity Information", "section": 9, "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "b", "span", "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c0", "decimals": null, "lang": "en-US", "name": "dei:DocumentCreationDate", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S2": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c6", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000001603 - Disclosure - Class F Prospectus, SIT EMERGING MARKETS EQUITY FUND", "section": 1, "shortName": "Class F Prospectus, SIT EMERGING MARKETS EQUITY FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c6", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S3": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c11", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000002366 - Disclosure - Class F Prospectus, SIT INTERNATIONAL FIXED INCOME FUND", "section": 2, "shortName": "Class F Prospectus, SIT INTERNATIONAL FIXED INCOME FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c11", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S4": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c16", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000003104 - Disclosure - Class F Prospectus, SIT EMERGING MARKETS DEBT FUND", "section": 3, "shortName": "Class F Prospectus, SIT EMERGING MARKETS DEBT FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c16", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S5": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c22", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000008991 - Disclosure - Class I Prospectus, SIT INTERNATIONAL EQUITY FUND", "section": 4, "shortName": "Class I Prospectus, SIT INTERNATIONAL EQUITY FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c22", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S6": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c27", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000012212 - Disclosure - Class Y Prospectus, SIT INTERNATIONAL EQUITY FUND", "section": 5, "shortName": "Class Y Prospectus, SIT INTERNATIONAL EQUITY FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c27", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S7": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c32", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000013059 - Disclosure - Class Y Prospectus, SIT EMERGING MARKETS EQUITY FUND", "section": 6, "shortName": "Class Y Prospectus, SIT EMERGING MARKETS EQUITY FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c32", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S8": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c37", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000013821 - Disclosure - Class Y Prospectus, SIT INTERNATIONAL FIXED INCOME FUND", "section": 7, "shortName": "Class Y Prospectus, SIT INTERNATIONAL FIXED INCOME FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c37", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S9": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c42", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000014552 - Disclosure - Class Y Prospectus, SIT EMERGING MARKETS DEBT FUND", "section": 8, "shortName": "Class Y Prospectus, SIT EMERGING MARKETS DEBT FUND", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "tm2232087d1_485bpos.htm", "contextRef": "c42", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 23, "tag": { "ck0000835597_C000017606Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT INTERNATIONAL EQUITY FUND - CLASS I (SIT INTERNATIONAL EQUITY FUND)", "terseLabel": "SIT INTERNATIONAL EQUITY FUND - CLASS I" } } }, "localname": "C000017606Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026" ], "xbrltype": "domainItemType" }, "ck0000835597_C000017607Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) (SIT INTERNATIONAL EQUITY FUND)", "terseLabel": "SIT INTERNATIONAL EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)" } } }, "localname": "C000017607Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002" ], "xbrltype": "domainItemType" }, "ck0000835597_C000017608Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A) (SIT INTERNATIONAL FIXED INCOME FUND)", "terseLabel": "SIT INTERNATIONAL FIXED INCOME FUND - CLASS F, effective 1-31-2017 (formerly Class A)" } } }, "localname": "C000017608Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014" ], "xbrltype": "domainItemType" }, "ck0000835597_C000017609Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A) (SIT EMERGING MARKETS EQUITY FUND)", "terseLabel": "SIT EMERGING MARKETS EQUITY FUND - CLASS F, effective 1-31-2017 (formerly Class A)" } } }, "localname": "C000017609Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008" ], "xbrltype": "domainItemType" }, "ck0000835597_C000017610Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A) (SIT EMERGING MARKETS DEBT FUND)", "terseLabel": "SIT EMERGING MARKETS DEBT FUND - CLASS F, effective 1-31-2017 (formerly Class A)" } } }, "localname": "C000017610Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020" ], "xbrltype": "domainItemType" }, "ck0000835597_C000147407Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class Y (SIT INTERNATIONAL EQUITY FUND)", "terseLabel": "Class Y" } } }, "localname": "C000147407Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032" ], "xbrltype": "domainItemType" }, "ck0000835597_C000147408Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class Y (SIT INTERNATIONAL FIXED INCOME FUND)", "terseLabel": "Class Y" } } }, "localname": "C000147408Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044" ], "xbrltype": "domainItemType" }, "ck0000835597_C000147409Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class Y (SIT EMERGING MARKETS EQUITY FUND)", "terseLabel": "Class Y" } } }, "localname": "C000147409Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038" ], "xbrltype": "domainItemType" }, "ck0000835597_C000147410Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class Y (SIT EMERGING MARKETS DEBT FUND)", "terseLabel": "Class Y" } } }, "localname": "C000147410Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "domainItemType" }, "ck0000835597_RiskReturnSummaryAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Risk/Return Summary [Abstract]" } } }, "localname": "RiskReturnSummaryAbstract", "nsuri": "http://www.sei.com/20230127", "xbrltype": "stringItemType" }, "ck0000835597_S000006418Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT INTERNATIONAL EQUITY FUND" } } }, "localname": "S000006418Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032" ], "xbrltype": "domainItemType" }, "ck0000835597_S000006419Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT INTERNATIONAL FIXED INCOME FUND" } } }, "localname": "S000006419Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044" ], "xbrltype": "domainItemType" }, "ck0000835597_S000006420Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT EMERGING MARKETS EQUITY FUND" } } }, "localname": "S000006420Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038" ], "xbrltype": "domainItemType" }, "ck0000835597_S000006421Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SIT EMERGING MARKETS DEBT FUND" } } }, "localname": "S000006421Member", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "domainItemType" }, "ck0000835597_doc_Class_F_ProspectusMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class F Prospectus [Member]", "terseLabel": "Class F Prospectus" } } }, "localname": "doc_Class_F_ProspectusMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020" ], "xbrltype": "domainItemType" }, "ck0000835597_doc_Class_I_ProspectusMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class I Prospectus [Member]", "terseLabel": "Class I Prospectus" } } }, "localname": "doc_Class_I_ProspectusMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026" ], "xbrltype": "domainItemType" }, "ck0000835597_doc_Class_Y_ProspectusMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class Y Prospectus [Member]", "terseLabel": "Class Y Prospectus" } } }, "localname": "doc_Class_Y_ProspectusMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "domainItemType" }, "ck0000835597_index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxes", "terseLabel": "Bloomberg Global Aggregate ex-US Index, Hedged Return (reflects no deduction for fees, expenses or taxes)" } } }, "localname": "index_Bloomberg_Global_Aggregate_exUS_Index_Hedged_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046" ], "xbrltype": "domainItemType" }, "ck0000835597_index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxes", "terseLabel": "J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes)" } } }, "localname": "index_JP_Morgan_EMBI_Global_Diversified_Index_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "domainItemType" }, "ck0000835597_index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expenses", "terseLabel": "MSCI EAFE Index Return (net) (reflects no deduction for fees or expenses)" } } }, "localname": "index_MSCI_EAFE_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034" ], "xbrltype": "domainItemType" }, "ck0000835597_index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expenses", "terseLabel": "MSCI Emerging Markets Index Return (net) (reflects no deduction for fees or expenses)" } } }, "localname": "index_MSCI_Emerging_Markets_Index_Return_net_reflects_no_deduction_for_fees_or_expensesMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040" ], "xbrltype": "domainItemType" }, "ck0000835597_index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxes", "terseLabel": "The Fund's Blended Benchmark Return (reflects no deduction for fees, expenses or taxes)" } } }, "localname": "index_The_Funds_Blended_Benchmark_Return_reflects_no_deduction_for_fees_expenses_or_taxesMember", "nsuri": "http://www.sei.com/20230127", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentCreationDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The date the document was made available and submitted, in YYYY-MM-DD format. The date of submission, date of acceptance by the recipient, and the document effective date are all potentially different.", "label": "Document Creation Date" } } }, "localname": "DocumentCreationDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of the document as assigned by the filer, corresponding to SEC document naming convention standards." } } }, "localname": "DocumentDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "dei_DocumentEffectiveDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The date when a document, upon receipt and acceptance, becomes officially effective, in YYYY-MM-DD format. Usually it is a system-assigned date time value, but it may be declared by the submitter in some cases.", "label": "Document Effective Date" } } }, "localname": "DocumentEffectiveDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentInformationDocumentAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table.", "label": "Document Information, Document [Axis]" } } }, "localname": "DocumentInformationDocumentAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "domainItemType" }, "dei_EntityInvCompanyType": { "auth_ref": [ "r78" ], "lang": { "en-us": { "role": { "documentation": "One of: N-1A (Mutual Fund), N-1 (Open-End Separate Account with No Variable Annuities), N-2 (Closed-End Investment Company), N-3 (Separate Account Registered as Open-End Management Investment Company), N-4 (Variable Annuity UIT Separate Account), N-5 (Small Business Investment Company), N-6 (Variable Life UIT Separate Account), S-1 or S-3 (Face Amount Certificate Company), S-6 (UIT, Non-Insurance Product).", "label": "Entity Inv Company Type" } } }, "localname": "EntityInvCompanyType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "invCompanyType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "stringItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation" ], "xbrltype": "tradingSymbolItemType" }, "rr_AcquiredFundFeesAndExpensesBasedOnEstimates": { "auth_ref": [ "r29" ], "lang": { "en-us": { "role": { "documentation": "This element represents a statement that \"Acquired Fund\" (as defined) fees and expenses for the current year are based on estimates.", "label": "Acquired Fund Fees and Expenses, Based on Estimates [Text]", "terseLabel": "Acquired Fund Fees and Expenses, Based on Estimates [Text]" } } }, "localname": "AcquiredFundFeesAndExpensesBasedOnEstimates", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_AcquiredFundFeesAndExpensesOverAssets": { "auth_ref": [ "r38" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 4.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses.", "label": "Acquired Fund Fees and Expenses", "terseLabel": "Acquired Fund Fees and Expenses" } } }, "localname": "AcquiredFundFeesAndExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_AfterTaxesOnDistributionsAndSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Calculate the taxes due on any distributions by the Fund by applying the tax rates specified in Instruction 4 to each component of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain). The taxable amount and tax character of each distribution should be as specified by the Fund on the dividend declaration date, but may be adjusted to reflect subsequent recharacterizations of distributions. Distributions should be adjusted to reflect the federal tax impact the distribution would have on an individual taxpayer on the reinvestment date. For example, assume no taxes are due on the portion of any distribution that would not result in federal income tax on an individual, e.g., tax-exempt interest or non-taxable returns of capital. The effect of applicable tax credits, such as the foreign tax credit, should be taken into account in accordance with federal tax law.", "label": "After Taxes on Distributions and Sale of Fund Shares", "terseLabel": "After Taxes on Distributions and Sales" } } }, "localname": "AfterTaxesOnDistributionsAndSalesMember", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "domainItemType" }, "rr_AfterTaxesOnDistributionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Calculate the taxes due on any distributions by the Fund by applying the tax rates specified in Instruction 4 to each component of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain). The taxable amount and tax character of each distribution should be as specified by the Fund on the dividend declaration date, but may be adjusted to reflect subsequent recharacterizations of distributions. Distributions should be adjusted to reflect the federal tax impact the distribution would have on an individual taxpayer on the reinvestment date. For example, assume no taxes are due on the portion of any distribution that would not result in federal income tax on an individual, e.g., tax-exempt interest or non-taxable returns of capital. The effect of applicable tax credits, such as the foreign tax credit, should be taken into account in accordance with federal tax law.", "label": "After Taxes on Distributions", "terseLabel": "After Taxes on Distributions" } } }, "localname": "AfterTaxesOnDistributionsMember", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "domainItemType" }, "rr_AnnualFundOperatingExpensesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to OperatingExpensesData.", "label": "Annual Fund Operating Expenses [Table]" } } }, "localname": "AnnualFundOperatingExpensesTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_AnnualReturn1990": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1990", "terseLabel": "Annual Return 1990" } } }, "localname": "AnnualReturn1990", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1991": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1991", "terseLabel": "Annual Return 1991" } } }, "localname": "AnnualReturn1991", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1992": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1992", "terseLabel": "Annual Return 1992" } } }, "localname": "AnnualReturn1992", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1993": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1993", "terseLabel": "Annual Return 1993" } } }, "localname": "AnnualReturn1993", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1994": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1994", "terseLabel": "Annual Return 1994" } } }, "localname": "AnnualReturn1994", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1995": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1995", "terseLabel": "Annual Return 1995" } } }, "localname": "AnnualReturn1995", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1996": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1996", "terseLabel": "Annual Return 1996" } } }, "localname": "AnnualReturn1996", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1997": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1997", "terseLabel": "Annual Return 1997" } } }, "localname": "AnnualReturn1997", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1998": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1998", "terseLabel": "Annual Return 1998" } } }, "localname": "AnnualReturn1998", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn1999": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 1999", "terseLabel": "Annual Return 1999" } } }, "localname": "AnnualReturn1999", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2000": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2000", "terseLabel": "Annual Return 2000" } } }, "localname": "AnnualReturn2000", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2001": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2001", "terseLabel": "Annual Return 2001" } } }, "localname": "AnnualReturn2001", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2002": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2002", "terseLabel": "Annual Return 2002" } } }, "localname": "AnnualReturn2002", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2003": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2003", "terseLabel": "Annual Return 2003" } } }, "localname": "AnnualReturn2003", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2004": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2004", "terseLabel": "Annual Return 2004" } } }, "localname": "AnnualReturn2004", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2005": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2005", "terseLabel": "Annual Return 2005" } } }, "localname": "AnnualReturn2005", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2006": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2006", "terseLabel": "Annual Return 2006" } } }, "localname": "AnnualReturn2006", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2007": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2007", "terseLabel": "Annual Return 2007" } } }, "localname": "AnnualReturn2007", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2008": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2008", "terseLabel": "Annual Return 2008" } } }, "localname": "AnnualReturn2008", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2009": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2009", "terseLabel": "Annual Return 2009" } } }, "localname": "AnnualReturn2009", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2010": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2010", "terseLabel": "Annual Return 2010" } } }, "localname": "AnnualReturn2010", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2011": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2011", "terseLabel": "Annual Return 2011" } } }, "localname": "AnnualReturn2011", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2012": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2012", "terseLabel": "Annual Return 2012" } } }, "localname": "AnnualReturn2012", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2013": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2013", "terseLabel": "Annual Return 2013" } } }, "localname": "AnnualReturn2013", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2014": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2014", "terseLabel": "Annual Return 2014" } } }, "localname": "AnnualReturn2014", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2015": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2015", "terseLabel": "Annual Return 2015" } } }, "localname": "AnnualReturn2015", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2016": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2016", "terseLabel": "Annual Return 2016" } } }, "localname": "AnnualReturn2016", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2017": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2017", "terseLabel": "Annual Return 2017" } } }, "localname": "AnnualReturn2017", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2018": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2018", "terseLabel": "Annual Return 2018" } } }, "localname": "AnnualReturn2018", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2019": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2019", "terseLabel": "Annual Return 2019" } } }, "localname": "AnnualReturn2019", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2020": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2020", "terseLabel": "Annual Return 2020" } } }, "localname": "AnnualReturn2020", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2021": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2021", "terseLabel": "Annual Return 2021" } } }, "localname": "AnnualReturn2021", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2022": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2022", "terseLabel": "Annual Return 2022" } } }, "localname": "AnnualReturn2022", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2023": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2023", "terseLabel": "Annual Return 2023" } } }, "localname": "AnnualReturn2023", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2024": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2024", "terseLabel": "Annual Return 2024" } } }, "localname": "AnnualReturn2024", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2025": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2025", "terseLabel": "Annual Return 2025" } } }, "localname": "AnnualReturn2025", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "pureItemType" }, "rr_AnnualReturnCaption": { "auth_ref": [ "r69" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. Provide annual total returns beginning with the earliest calendar year. Calculate annual returns using the Instructions to Item 8(a), except that the calculations should be based on calendar years. If a Fund's shares are sold subject to a sales load or account fees, state that sales loads or account fees are not reflected in the bar chart and that, if these amounts were reflected, returns would be less than those shown. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets). When a Multiple Class Fund offering one or more Classes offers a new Class in a prospectus that does not offer the shares of any other Class, include the bar chart with annual total returns for any other existing Class for the first year that the Class is offered. Explain in a footnote that the returns are for a Class that is not offered in the prospectus that would have substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that the Classes do not have the same expenses. Include return information for the other Class reflected in the bar chart in the performance table.", "label": "Annual Return Caption [Text]", "terseLabel": "Annual Return Caption [Text]" } } }, "localname": "AnnualReturnCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_AnnualReturnColumnName": { "auth_ref": [ "r62" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. Provide annual total returns beginning with the earliest calendar year. Calculate annual returns using the Instructions to Item 8(a), except that the calculations should be based on calendar years. If a Fund's shares are sold subject to a sales load or account fees, state that sales loads or account fees are not reflected in the bar chart and that, if these amounts were reflected, returns would be less than those shown. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets). When a Multiple Class Fund offering one or more Classes offers a new Class in a prospectus that does not offer the shares of any other Class, include the bar chart with annual total returns for any other existing Class for the first year that the Class is offered. Explain in a footnote that the returns are for a Class that is not offered in the prospectus that would have substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that the Classes do not have the same expenses. Include return information for the other Class reflected in the bar chart in the performance table.", "label": "Annual Return, Column [Text]", "terseLabel": "Annual Return, Column [Text]" } } }, "localname": "AnnualReturnColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_AnnualReturnInceptionDate": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. Provide annual total returns beginning with the earliest calendar year. Calculate annual returns using the Instructions to Item 8(a), except that the calculations should be based on calendar years. If a Fund's shares are sold subject to a sales load or account fees, state that sales loads or account fees are not reflected in the bar chart and that, if these amounts were reflected, returns would be less than those shown. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets). When a Multiple Class Fund offering one or more Classes offers a new Class in a prospectus that does not offer the shares of any other Class, include the bar chart with annual total returns for any other existing Class for the first year that the Class is offered. Explain in a footnote that the returns are for a Class that is not offered in the prospectus that would have substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that the Classes do not have the same expenses. Include return information for the other Class reflected in the bar chart in the performance table.", "label": "Annual Return, Inception Date", "terseLabel": "Annual Return, Inception Date" } } }, "localname": "AnnualReturnInceptionDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "dateItemType" }, "rr_AverageAnnualReturnAbstract": { "auth_ref": [], "localname": "AverageAnnualReturnAbstract", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "stringItemType" }, "rr_AverageAnnualReturnCaption": { "auth_ref": [ "r73" ], "lang": { "en-us": { "role": { "documentation": "This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.", "label": "Average Annual Return, Caption", "terseLabel": "Average Annual Return, Caption" } } }, "localname": "AverageAnnualReturnCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_AverageAnnualReturnColumnName": { "auth_ref": [ "r59" ], "lang": { "en-us": { "role": { "documentation": "This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.", "label": "Average Annual Return, Column Name", "terseLabel": "Average Annual Return, Column Name" } } }, "localname": "AverageAnnualReturnColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_AverageAnnualReturnInceptionDate": { "auth_ref": [ "r72" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Average Annual Returns, Inception Date", "terseLabel": "Inception Date" } } }, "localname": "AverageAnnualReturnInceptionDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "dateItemType" }, "rr_AverageAnnualReturnLabel": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.", "label": "Label", "terseLabel": "Label" } } }, "localname": "AverageAnnualReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "stringItemType" }, "rr_AverageAnnualReturnSinceInception": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Average Annual Returns, Since Inception", "terseLabel": "Since Inception" } } }, "localname": "AverageAnnualReturnSinceInception", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnYear01": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Average Annual Returns, 1 Year", "terseLabel": "1 Year" } } }, "localname": "AverageAnnualReturnYear01", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnYear05": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Average Annual Returns, 5 Years", "terseLabel": "5 Years" } } }, "localname": "AverageAnnualReturnYear05", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnYear10": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Average Annual Returns, 10 Years", "terseLabel": "10 Years" } } }, "localname": "AverageAnnualReturnYear10", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "pureItemType" }, "rr_BarChartAndPerformanceTableHeading": { "auth_ref": [ "r55" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Bar Chart and Table.", "label": "Bar Chart and Performance Table [Heading]", "terseLabel": "Bar Chart and Performance Table [Heading]" } } }, "localname": "BarChartAndPerformanceTableHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_BarChartClosingTextBlock": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Bar Chart Closing [Text Block]", "terseLabel": "Bar Chart Closing [Text Block]" } } }, "localname": "BarChartClosingTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_BarChartDoesNotReflectSalesLoads": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by Item 4 (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Provide annual total returns beginning with the earliest calendar year. Calculate annual returns using the Instructions to Item 8(a), except that the calculations should be based on calendar years. If a Fund's shares are sold subject to a sales load or account fees, state that sales loads or account fees are not reflected in the bar chart and that, if these amounts were reflected, returns would be less than those shown.", "label": "Bar Chart Does Not Reflect Sales Loads [Text]", "terseLabel": "Bar Chart Does Not Reflect Sales Loads [Text]" } } }, "localname": "BarChartDoesNotReflectSalesLoads", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_BarChartFootnotesTextBlock": { "auth_ref": [ "r67" ], "lang": { "en-us": { "role": { "documentation": "Multiple Class Funds.", "label": "Bar Chart Footnotes [Text Block]", "terseLabel": "Bar Chart Footnotes [Text Block]" } } }, "localname": "BarChartFootnotesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_BarChartHeading": { "auth_ref": [ "r55" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Bar Chart and Table.", "label": "Bar Chart [Heading]", "terseLabel": "Bar Chart [Heading]" } } }, "localname": "BarChartHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_BarChartHighestQuarterlyReturn": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Highest Quarterly Return", "terseLabel": "Highest Quarterly Return" } } }, "localname": "BarChartHighestQuarterlyReturn", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_BarChartHighestQuarterlyReturnDate": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Highest Quarterly Return, Date", "terseLabel": "Highest Quarterly Return, Date" } } }, "localname": "BarChartHighestQuarterlyReturnDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "dateItemType" }, "rr_BarChartLowestQuarterlyReturn": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Lowest Quarterly Return", "terseLabel": "Lowest Quarterly Return" } } }, "localname": "BarChartLowestQuarterlyReturn", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_BarChartLowestQuarterlyReturnDate": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Lowest Quarterly Return, Date", "terseLabel": "Lowest Quarterly Return, Date" } } }, "localname": "BarChartLowestQuarterlyReturnDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "dateItemType" }, "rr_BarChartNarrativeTextBlock": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Bar Chart Narrative [Text Block]", "terseLabel": "Bar Chart Narrative [Text Block]" } } }, "localname": "BarChartNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_BarChartReasonSelectedClassDifferentFromImmediatelyPrecedingPeriod": { "auth_ref": [ "r71" ], "lang": { "en-us": { "role": { "documentation": "If the Fund provides annual total returns in the bar chart for a Class that is different from the Class selected for the most immediately preceding period, explain in a footnote to the bar chart the reasons for the selection of a different Class.", "label": "Bar Chart, Reason Selected Class Different from Immediately Preceding Period [Text]", "terseLabel": "Bar Chart, Reason Selected Class Different from Immediately Preceding Period [Text]" } } }, "localname": "BarChartReasonSelectedClassDifferentFromImmediatelyPrecedingPeriod", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_BarChartReturnsForClassNotOfferedInProspectus": { "auth_ref": [ "r69" ], "lang": { "en-us": { "role": { "documentation": "When a Multiple Class Fund offering one or more Classes offers a new Class in a prospectus that does not offer the shares of any other Class, include the bar chart with annual total returns for any other existing Class for the first year that the Class is offered. Explain in a footnote that the returns are for a Class that is not offered in the prospectus that would have substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that the Classes do not have the same expenses. Include return information for the other Class reflected in the bar chart in the performance table.", "label": "Bar Chart, Returns for Class Not Offered in Prospectus [Text]", "terseLabel": "Bar Chart, Returns for Class Not Offered in Prospectus [Text]" } } }, "localname": "BarChartReturnsForClassNotOfferedInProspectus", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_BarChartTableAbstract": { "auth_ref": [], "localname": "BarChartTableAbstract", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051" ], "xbrltype": "stringItemType" }, "rr_BarChartTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to BarChartData.", "label": "Bar Chart [Table]" } } }, "localname": "BarChartTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_BarChartYearToDateReturn": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Bar Chart, Year to Date Return", "terseLabel": "Bar Chart, Year to Date Return" } } }, "localname": "BarChartYearToDateReturn", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_BarChartYearToDateReturnDate": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Bar Chart, Year to Date Return, Date", "terseLabel": "Bar Chart, Year to Date Return, Date" } } }, "localname": "BarChartYearToDateReturnDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "dateItemType" }, "rr_Component1OtherExpensesOverAssets": { "auth_ref": [ "r25" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 0.0, "parentTag": "rr_OtherExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or expenses comprising \"Other Expenses,\" but must include a total of all \"Other Expenses.\" Alternatively, the Fund may include the components of \"Other Expenses\" in a parenthetical to the caption.", "label": "Component1 Other Expenses", "terseLabel": "Component1 Other Expenses" } } }, "localname": "Component1OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_Component2OtherExpensesOverAssets": { "auth_ref": [ "r37" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 1.0, "parentTag": "rr_OtherExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or expenses comprising \"Other Expenses,\" but must include a total of all \"Other Expenses.\" Alternatively, the Fund may include the components of \"Other Expenses\" in a parenthetical to the caption.", "label": "Component2 Other Expenses", "terseLabel": "Component2 Other Expenses" } } }, "localname": "Component2OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_Component3OtherExpensesOverAssets": { "auth_ref": [ "r25" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 2.0, "parentTag": "rr_OtherExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or expenses comprising \"Other Expenses,\" but must include a total of all \"Other Expenses.\" Alternatively, the Fund may include the components of \"Other Expenses\" in a parenthetical to the caption.", "label": "Component3 Other Expenses", "terseLabel": "Component3 Other Expenses" } } }, "localname": "Component3OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_DistributionAndService12b1FeesOverAssets": { "auth_ref": [ "r44" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 1.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Distribution [and/or Service] (12b-1) Fees\" include all distribution or other expenses incurred during the most recent fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR 270.12b-1]. Under an appropriate caption or a subcaption of \"Other Expenses,\" disclose the amount of any distribution or similar expenses deducted from the Fund's assets other than pursuant to a rule 12b-1 plan.", "label": "Distribution (12b-1) Fees", "terseLabel": "Distribution and Service (12b-1) Fees" } } }, "localname": "DistributionAndService12b1FeesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049" ], "xbrltype": "NonNegativePure4Type" }, "rr_DistributionOrSimilarNon12b1FeesOverAssets": { "auth_ref": [ "r22" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 2.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Distribution [and/or Service] (12b-1) Fees\" include all distribution or other expenses incurred during the most recent fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR 270.12b-1]. Under an appropriate caption or a subcaption of \"Other Expenses,\" disclose the amount of any distribution or similar expenses deducted from the Fund's assets other than pursuant to a rule 12b-1 plan.", "label": "Distribution or Similar (Non 12b-1) Fees", "terseLabel": "Distribution or Similar (Non 12b-1) Fees" } } }, "localname": "DistributionOrSimilarNon12b1FeesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_ExchangeFee": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "Exchange Fee includes the maximum fee charged for any exchange or transfer of interest from the Fund to another fund. The Fund may include in a footnote to the table, if applicable, a tabular presentation of the range of exchange fees or a narrative explanation of the fees.", "label": "Exchange Fee", "terseLabel": "Exchange Fee" } } }, "localname": "ExchangeFee", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExchangeFeeOverRedemption": { "auth_ref": [ "r19" ], "lang": { "en-us": { "role": { "documentation": "Exchange Fee includes the maximum fee charged for any exchange or transfer of interest from the Fund to another fund. The Fund may include in a footnote to the table, if applicable, a tabular presentation of the range of exchange fees or a narrative explanation of the fees.", "label": "Exchange Fee (as a percentage of Amount Redeemed)", "terseLabel": "Exchange Fee (as a percentage of Amount Redeemed)" } } }, "localname": "ExchangeFeeOverRedemption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_ExpenseBreakpointDiscounts": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Include the narrative explanations in the order indicated. A Fund may modify the narrative explanations if the explanation contains comparable information to that shown. The narrative explanation regarding sales charge discounts is only required by a Fund that offers such discounts and should specify the minimum level of investment required to qualify for a discount.", "label": "Expense Breakpoint Discounts [Text]", "terseLabel": "Expense Breakpoint Discounts [Text]" } } }, "localname": "ExpenseBreakpointDiscounts", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpenseBreakpointMinimumInvestmentRequiredAmount": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "This element represents the minimum level of investment required to qualify for discounted sales charges or fund expenses (SEC Form N-1A 2006-09-14 A.3.instructions.1.b).", "label": "Expense Breakpoint, Minimum Investment Required [Amount]", "terseLabel": "Expense Breakpoint, Minimum Investment Required [Amount]" } } }, "localname": "ExpenseBreakpointMinimumInvestmentRequiredAmount", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "monetaryItemType" }, "rr_ExpenseExampleAbstract": { "auth_ref": [], "localname": "ExpenseExampleAbstract", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleByYearCaption": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example by, Year, Caption [Text]", "terseLabel": "Expense Example by, Year, Caption [Text]" } } }, "localname": "ExpenseExampleByYearCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleByYearColumnName": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, By Year, Column [Text]", "terseLabel": "Expense Example, By Year, Column [Text]" } } }, "localname": "ExpenseExampleByYearColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleByYearHeading": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example by Year [Heading]", "terseLabel": "Expense Example by Year [Heading]" } } }, "localname": "ExpenseExampleByYearHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleClosingTextBlock": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher.", "label": "Expense Example Closing [Text Block]", "terseLabel": "Expense Example Closing [Text Block]" } } }, "localname": "ExpenseExampleClosingTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleFootnotesTextBlock": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "documentation": "The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher.", "label": "Expense Example Footnotes [Text Block]", "terseLabel": "Expense Example Footnotes [Text Block]" } } }, "localname": "ExpenseExampleFootnotesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleHeading": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Heading for Expense Example.", "label": "Expense Example [Heading]", "terseLabel": "Expense Example [Heading]" } } }, "localname": "ExpenseExampleHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleNarrativeTextBlock": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.", "label": "Expense Example Narrative [Text Block]", "terseLabel": "Expense Example Narrative [Text Block]" } } }, "localname": "ExpenseExampleNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleNoRedemptionByYearCaption": { "auth_ref": [ "r9" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, By Year, Caption [Text]", "terseLabel": "Expense Example, No Redemption, By Year, Caption [Text]" } } }, "localname": "ExpenseExampleNoRedemptionByYearCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleNoRedemptionByYearColumnName": { "auth_ref": [ "r9" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares.", "label": "Expense Example, No Redemption, By Year, Column [Text]", "terseLabel": "Expense Example, No Redemption, By Year, Column [Text]" } } }, "localname": "ExpenseExampleNoRedemptionByYearColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleNoRedemptionNarrativeTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ExpenseExampleNoRedemption.", "label": "Expense Example, No Redemption Narrative [Text Block]", "terseLabel": "Expense Example, No Redemption Narrative [Text Block]" } } }, "localname": "ExpenseExampleNoRedemptionNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleNoRedemptionTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ExpenseExampleNoRedemption.", "label": "Expense Example, No Redemption [Table]" } } }, "localname": "ExpenseExampleNoRedemptionTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleNoRedemptionYear01": { "auth_ref": [ "r9" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 1 Year", "terseLabel": "Expense Example, No Redemption, 1 Year" } } }, "localname": "ExpenseExampleNoRedemptionYear01", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleNoRedemptionYear03": { "auth_ref": [ "r9" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 3 Years", "terseLabel": "Expense Example, No Redemption, 3 Years" } } }, "localname": "ExpenseExampleNoRedemptionYear03", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleNoRedemptionYear05": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 5 Years", "terseLabel": "Expense Example, No Redemption, 5 Years" } } }, "localname": "ExpenseExampleNoRedemptionYear05", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleNoRedemptionYear10": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 10 Years", "terseLabel": "Expense Example, No Redemption, 10 Years" } } }, "localname": "ExpenseExampleNoRedemptionYear10", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleWithRedemptionTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ExpenseExample.", "label": "Expense Example, With Redemption [Table]" } } }, "localname": "ExpenseExampleWithRedemptionTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleYear01": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 1 Year", "terseLabel": "1 Year" } } }, "localname": "ExpenseExampleYear01", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleYear03": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 3 Years", "terseLabel": "3 Years" } } }, "localname": "ExpenseExampleYear03", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleYear05": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 5 Years", "terseLabel": "5 Years" } } }, "localname": "ExpenseExampleYear05", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleYear10": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 10 Years", "terseLabel": "10 Years" } } }, "localname": "ExpenseExampleYear10", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseFootnotesTextBlock": { "auth_ref": [ "r16" ], "lang": { "en-us": { "role": { "documentation": "Shareholder Fees.", "label": "Expense Footnotes [Text Block]", "terseLabel": "Expense Footnotes [Text Block]" } } }, "localname": "ExpenseFootnotesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseHeading": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Summary Fee Table Includes the following information, in plain English under rule 421(d) under the Securities Act, after Item 2 Fees and expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold shared of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[_____] in [name of fund family] funds. Shareholder Fees (fees paid directly from your investment) 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 then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be You would pay the following expenses if you did not redeem your shares The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher. Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or \"turns over\" its portfolio). A higher portfolio turnover may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was __% of the average value of its whole portfolio. Instructions. A.3.instructions.6 New Funds. For purposes of this Item, a \"New Fund\" is a Fund that does not include in Form N-1A financial statements reporting operating results or that includes financial statements for the Fund's initial fiscal year reporting operating results for a period of 6 months or less. The following Instructions apply to New Funds.", "label": "Expense [Heading]", "terseLabel": "Expense [Heading]" } } }, "localname": "ExpenseHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpenseNarrativeTextBlock": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in [name of fund family] funds. More information about these and other discounts is available from your financial intermediary and in [identify section heading and page number] of the Fund's prospectus and [identify section heading and page number] of the Fund's statement of additional information", "label": "Expense Narrative [Text Block]", "terseLabel": "Expense Narrative [Text Block]" } } }, "localname": "ExpenseNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpensesDeferredChargesTextBlock": { "auth_ref": [ "r17" ], "lang": { "en-us": { "role": { "documentation": "A Fund may include in a footnote to the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __% in the __ year and eliminated thereafter).", "label": "Expenses Deferred Charges [Text Block]", "terseLabel": "Expenses Deferred Charges [Text Block]" } } }, "localname": "ExpensesDeferredChargesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpensesExplanationOfNonrecurringAccountFee": { "auth_ref": [ "r20" ], "lang": { "en-us": { "role": { "documentation": "The Fund may include an explanation of any non-recurring account fee in a parenthetical to the caption or in a footnote to the table.", "label": "Expenses Explanation of Nonrecurring Account Fee [Text]", "terseLabel": "Expenses Explanation of Nonrecurring Account Fee [Text]" } } }, "localname": "ExpensesExplanationOfNonrecurringAccountFee", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees": { "auth_ref": [ "r30" ], "lang": { "en-us": { "role": { "documentation": "The Fund may clarify in a footnote to the fee table that the total annual fund operating expenses under Item 3 do not correlate to the ratio of expenses to average net assets given in response to Item 8, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.", "label": "Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]", "terseLabel": "Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]" } } }, "localname": "ExpensesNotCorrelatedToRatioDueToAcquiredFundFees", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpensesOtherExpensesHadExtraordinaryExpensesBeenIncluded": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "\"Other Expenses\" do not include extraordinary expenses as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred that materially affected the Fund's \"Other Expenses,\" disclose in a footnote to the table what \"Other Expenses\" would have been had the extraordinary expenses been included.", "label": "Expenses Other Expenses Had Extraordinary Expenses Been Included [Text]", "terseLabel": "Expenses Other Expenses Had Extraordinary Expenses Been Included [Text]" } } }, "localname": "ExpensesOtherExpensesHadExtraordinaryExpensesBeenIncluded", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpensesOverAssets": { "auth_ref": [ "r26" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 0.0, "parentTag": "rr_NetExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses. If the Fund is a Feeder Fund, reflect the aggregate expenses of the Feeder Fund and the Master Fund in a single fee table using the captions provided. In a footnote to the fee table, state that the table and Example reflect the expenses of both the Feeder and Master Funds. If the prospectus offers more than one Class of a Multiple Class Fund or more than one Feeder Fund that invests in the same Master Fund, provide a separate response for each Class or Feeder Fund. Base the percentages of \"Annual Fund Operating Expenses\" on amounts incurred during the Fund's most recent fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee waiver arrangements. If the Fund has changed its fiscal year and, as a result, the most recent fiscal year is less than three months, use the fiscal year prior to the most recent fiscal year as the basis for determining \"Annual Fund Operating Expenses.\"", "label": "Total Annual Fund Operating Expenses", "terseLabel": "Expenses (as a percentage of Assets)" } } }, "localname": "ExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049" ], "xbrltype": "NonNegativePure4Type" }, "rr_ExpensesRangeOfExchangeFeesTextBlock": { "auth_ref": [ "r19" ], "lang": { "en-us": { "role": { "documentation": "The Fund may include in a footnote to the table, if applicable, a tabular presentation of the range of exchange fees or a narrative explanation of the fees.", "label": "Expenses Range of Exchange Fees [Text Block]", "terseLabel": "Expenses Range of Exchange Fees [Text Block]" } } }, "localname": "ExpensesRangeOfExchangeFeesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ExpensesRepresentBothMasterAndFeeder": { "auth_ref": [ "r15" ], "lang": { "en-us": { "role": { "documentation": "If the Fund is a Feeder Fund, reflect the aggregate expenses of the Feeder Fund and the Master Fund in a single fee table using the captions provided. In a footnote to the fee table, state that the table and Example reflect the expenses of both the Feeder and Master Funds.", "label": "Expenses Represent Both Master and Feeder [Text]", "terseLabel": "Expenses Represent Both Master and Feeder [Text]" } } }, "localname": "ExpensesRepresentBothMasterAndFeeder", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ExpensesRestatedToReflectCurrent": { "auth_ref": [ "r27" ], "lang": { "en-us": { "role": { "documentation": "In a footnote to the table, disclose that the expense information in the table has been restated to reflect current fees.", "label": "Expenses Restated to Reflect Current [Text]", "terseLabel": "Expenses Restated to Reflect Current [Text]" } } }, "localname": "ExpensesRestatedToReflectCurrent", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_FeeWaiverOrReimbursementOverAssets": { "auth_ref": [ "r38" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 1.0, "parentTag": "rr_NetExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses. If there were expense reimbursement or fee waiver arrangements that reduced any Fund operating expenses and will continue to reduce them for no less than one year from the effective date of the Fund's registration statement, a Fund may add two captions to the table one caption showing the amount of the expense reimbursement or fee waiver, and a second caption showing the Fund's net expenses after subtracting the fee reimbursement or expense waiver from the total fund operating expenses. The Fund should place these additional captions directly below the \"Total Annual Fund Operating Expenses\" caption of the table and should use appropriate descriptive captions, such as \"Fee Waiver [and/or Expense Reimbursement]\" and \"Total Annual Fund Operating Expenses After Fee Waiver [and/or Expense Reimbursement],\" respectively. If the Fund provides this disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is expected to continue, and briefly describe who can terminate the arrangement and under what circumstances.", "label": "Fee Waivers and Expense Reimbursements", "terseLabel": "Fee Waiver or Reimbursement" } } }, "localname": "FeeWaiverOrReimbursementOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037" ], "xbrltype": "NonPositivePure4Type" }, "rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "This element represents the date of expected termination of any expense reimbursement or fee waiver arrangements that reduce any Fund operating expenses (SEC Form N-1A 2006-09-14 A.3.table.1.11 Total Annual Fund Operating Expenses A.3.instructions.3.e).", "label": "Fee Waiver or Reimbursement over Assets, Date of Termination", "terseLabel": "Fee Waiver or Reimbursement over Assets, Date of Termination" } } }, "localname": "FeeWaiverOrReimbursementOverAssetsDateOfTermination", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_HighestQuarterlyReturnLabel": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Highest Quarterly Return, Label", "terseLabel": "Highest Quarterly Return, Label" } } }, "localname": "HighestQuarterlyReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_IndexNoDeductionForFeesExpensesTaxes": { "auth_ref": [ "r61" ], "lang": { "en-us": { "role": { "documentation": "The Performance Table includes a parenthetical, indicating that the Index \"(reflects no deduction for fees, expenses or taxes)\". This tag is used when this is reflected in a footnote.", "label": "Index No Deduction for Fees, Expenses, Taxes [Text]", "terseLabel": "Index No Deduction for Fees, Expenses, Taxes [Text]" } } }, "localname": "IndexNoDeductionForFeesExpensesTaxes", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_LowestQuarterlyReturnLabel": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Lowest Quarterly Return, Label", "terseLabel": "Lowest Quarterly Return, Label" } } }, "localname": "LowestQuarterlyReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ManagementFeesOverAssets": { "auth_ref": [ "r21" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 0.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Management Fees include investment advisory fees (including any fees based on the Fund's performance), any other management fees payable to the investment adviser or its affiliates, and administrative fees payable to the investment adviser or its affiliates that are not included as \"Other Expenses.\"", "label": "Management Fees", "terseLabel": "Management Fees (as a percentage of Assets)" } } }, "localname": "ManagementFeesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumAccountFee": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Include the caption \"Maximum Account Fees\" only if the Fund charges these fees. A Fund may omit other captions if the Fund does not charge the fees or expenses covered by the captions. Disclose account fees that may be charged to a typical investor in the Fund; fees that apply to only a limited number of shareholders based on their particular circumstances need not be disclosed. Include a caption describing the maximum account fee (e.g., \"Maximum Account Maintenance Fee\" or \"Maximum Cash Management Fee\"). State the maximum annual account fee as either a fixed dollar amount or a percentage of assets. Include in a parenthetical to the caption the basis on which any percentage is calculated. If an account fee is charged only to accounts that do not meet a certain threshold (e.g., accounts under $5)", "label": "Maximum Account Fee", "terseLabel": "Maximum Account Fee" } } }, "localname": "MaximumAccountFee", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_MaximumAccountFeeOverAssets": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "Include the caption \"Maximum Account Fees\" only if the Fund charges these fees. A Fund may omit other captions if the Fund does not charge the fees or expenses covered by the captions. Disclose account fees that may be charged to a typical investor in the Fund; fees that apply to only a limited number of shareholders based on their particular circumstances need not be disclosed. Include a caption describing the maximum account fee (e.g., \"Maximum Account Maintenance Fee\" or \"Maximum Cash Management Fee\"). State the maximum annual account fee as either a fixed dollar amount or a percentage of assets. Include in a parenthetical to the caption the basis on which any percentage is calculated. If an account fee is charged only to accounts that do not meet a certain threshold (e.g., accounts under $5)", "label": "Maximum Account Fee (as a percentage of Assets)", "terseLabel": "Maximum Account Fee (as a percentage of Assets)" } } }, "localname": "MaximumAccountFeeOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumCumulativeSalesChargeOverOfferingPrice": { "auth_ref": [ "r36" ], "lang": { "en-us": { "role": { "documentation": "Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price). If a sales charge (load) is imposed on shares purchased with reinvested capital gains distributions or returns of capital, include the bracketed words in the third caption.", "label": "Maximum Cumulative Sales Charge (as a percentage of Offering Price)", "terseLabel": "Maximum Cumulative Sales Charge (as a percentage of Offering Price)" } } }, "localname": "MaximumCumulativeSalesChargeOverOfferingPrice", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumCumulativeSalesChargeOverOther": { "auth_ref": [ "r36" ], "lang": { "en-us": { "role": { "documentation": "Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price). If a sales charge (load) is imposed on shares purchased with reinvested capital gains distributions or returns of capital, include the bracketed words in the third caption.", "label": "Maximum Cumulative Sales Charge (as a percentage)", "terseLabel": "Maximum Cumulative Sales Charge (as a percentage)" } } }, "localname": "MaximumCumulativeSalesChargeOverOther", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumDeferredSalesChargeOverOfferingPrice": { "auth_ref": [ "r17" ], "lang": { "en-us": { "role": { "documentation": "Maximum Deferred Sales Charge (Load) (as a percentage of ____) A.3.instructions.2.a.i \"Maximum Deferred Sales Charge (Load)\" includes the maximum total deferred sales charge (load) payable upon redemption, in installments, or both, expressed as a percentage of the amount or amounts stated in response to Item 7(a), except that, for a sales charge (load) based on net asset value at the time of purchase, show the sales charge (load) as a percentage of the offering price at the time of purchase. A Fund may include in a footnote to the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __% in the __ year and eliminated thereafter). A.3.instructions.2.a.ii If more than one type of sales charge (load) is imposed (e.g., a deferred sales charge (load) and a front-end sales charge (load)), the first caption in the table should read \"Maximum Sales Charge (Load)\" and show the maximum cumulative percentage. Show the percentage amounts and the terms of each sales charge (load) comprising that figure on separate lines below.", "label": "Maximum Deferred Sales Charge (as a percentage of Offering Price)", "terseLabel": "Maximum Deferred Sales Charge (as a percentage of Offering Price)" } } }, "localname": "MaximumDeferredSalesChargeOverOfferingPrice", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumDeferredSalesChargeOverOther": { "auth_ref": [ "r17" ], "lang": { "en-us": { "role": { "documentation": "Maximum Deferred Sales Charge (Load) (as a percentage of ____) \"Maximum Deferred Sales Charge (Load)\" includes the maximum total deferred sales charge (load) payable upon redemption, in installments, or both, expressed as a percentage of the amount or amounts stated in response to Item 7(a), except that, for a sales charge (load) based on net asset value at the time of purchase, show the sales charge (load) as a percentage of the offering price at the time of purchase. A Fund may include in a footnote to the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __% in the __ year and eliminated thereafter). If more than one type of sales charge (load) is imposed (e.g., a deferred sales charge (load) and a front-end sales charge (load)), the first caption in the table should read \"Maximum Sales Charge (Load)\" and show the maximum cumulative percentage. Show the percentage amounts and the terms of each sales charge (load) comprising that figure on separate lines below.", "label": "Maximum Deferred Sales Charge (as a percentage)", "terseLabel": "Maximum Deferred Sales Charge (as a percentage)" } } }, "localname": "MaximumDeferredSalesChargeOverOther", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice": { "auth_ref": [ "r36" ], "lang": { "en-us": { "role": { "documentation": "Maximum Deferred Sales Charge (Load) (as a percentage of ____) A.3.instructions.2.a.i \"Maximum Deferred Sales Charge (Load)\" includes the maximum total deferred sales charge (load) payable upon redemption, in installments, or both, expressed as a percentage of the amount or amounts stated in response to Item 7(a), except that, for a sales charge (load) based on net asset value at the time of purchase, show the sales charge (load) as a percentage of the offering price at the time of purchase. A Fund may include in a footnote to the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __% in the __ year and eliminated thereafter). A.3.instructions.2.a.ii If more than one type of sales charge (load) is imposed (e.g., a deferred sales charge (load) and a front-end sales charge (load)), the first caption in the table should read \"Maximum Sales Charge (Load)\" and show the maximum cumulative percentage. Show the percentage amounts and the terms of each sales charge (load) comprising that figure on separate lines below.", "label": "Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price)", "terseLabel": "Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price)" } } }, "localname": "MaximumSalesChargeImposedOnPurchasesOverOfferingPrice", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Maximum Sales Charge (Load) Imposed on Reinvested Dividends[and other Distributions] (as a percentage of ____)", "label": "Maximum Sales Charge on Reinvested Dividends and Distributions (as a percentage)", "terseLabel": "Maximum Sales Charge on Reinvested Dividends and Distributions (as a percentage)" } } }, "localname": "MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativePure4Type" }, "rr_MoneyMarketSevenDayTaxEquivalentYield": { "auth_ref": [ "r64" ], "lang": { "en-us": { "role": { "documentation": "Calculate a Money Market Fund's 7-day yield under Item 21(a); the Fund's average annual total return under Item 21(b)(1); and the Fund's average annual total return (after taxes on distributions) and average annual total return (after taxes on distributions and redemption) under Items 21(b)(2) and (3), respectively.", "label": "Money Market Seven Day Tax Equivalent Yield", "terseLabel": "Money Market Seven Day Tax Equivalent Yield" } } }, "localname": "MoneyMarketSevenDayTaxEquivalentYield", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_MoneyMarketSevenDayYield": { "auth_ref": [ "r64" ], "lang": { "en-us": { "role": { "documentation": "Calculate a Money Market Fund's 7-day yield under Item 21(a); the Fund's average annual total return under Item 21(b)(1); and the Fund's average annual total return (after taxes on distributions) and average annual total return (after taxes on distributions and redemption) under Items 21(b)(2) and (3), respectively.", "label": "Money Market Seven Day Yield", "terseLabel": "Money Market Seven Day Yield" } } }, "localname": "MoneyMarketSevenDayYield", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_MoneyMarketSevenDayYieldCaption": { "auth_ref": [ "r64" ], "lang": { "en-us": { "role": { "documentation": "Calculate a Money Market Fund's 7-day yield under Item 21(a); the Fund's average annual total return under Item 21(b)(1); and the Fund's average annual total return (after taxes on distributions) and average annual total return (after taxes on distributions and redemption) under Items 21(b)(2) and (3), respectively.", "label": "Money Market Seven Day Yield, Caption [Text]", "terseLabel": "Money Market Seven Day Yield, Caption [Text]" } } }, "localname": "MoneyMarketSevenDayYieldCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_MoneyMarketSevenDayYieldColumnName": { "auth_ref": [ "r64" ], "lang": { "en-us": { "role": { "documentation": "Calculate a Money Market Fund's 7-day yield under Item 21(a); the Fund's average annual total return under Item 21(b)(1); and the Fund's average annual total return (after taxes on distributions) and average annual total return (after taxes on distributions and redemption) under Items 21(b)(2) and (3), respectively.", "label": "Money Market Seven Day Yield Column [Text]", "terseLabel": "Money Market Seven Day Yield Column [Text]" } } }, "localname": "MoneyMarketSevenDayYieldColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_MoneyMarketSevenDayYieldPhone": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "A Fund (other than a Money Market Fund) may include the Fund's yield calculated under Item 21(b)(2). Any Fund may include its tax-equivalent yield calculated under Item 21. If a Fund's yield is included, provide a toll-free (or collect) telephone number that investors can use to obtain current yield information.", "label": "Money Market Seven Day Yield Phone", "terseLabel": "Money Market Seven Day Yield Phone" } } }, "localname": "MoneyMarketSevenDayYieldPhone", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_NetExpensesOverAssets": { "auth_ref": [ "r38" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses.", "label": "Total Annual Fund Operating Expenses Less Fee Waivers and Expense Reimbursements", "terseLabel": "Net Expenses (as a percentage of Assets)" } } }, "localname": "NetExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037" ], "xbrltype": "NonNegativePure4Type" }, "rr_ObjectiveHeading": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).", "label": "Objective [Heading]", "terseLabel": "Objective [Heading]" } } }, "localname": "ObjectiveHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ObjectivePrimaryTextBlock": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).", "label": "Objective, Primary [Text Block]", "terseLabel": "Objective, Primary [Text Block]" } } }, "localname": "ObjectivePrimaryTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ObjectiveSecondaryTextBlock": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).", "label": "Objective, Secondary [Text Block]", "terseLabel": "Objective, Secondary [Text Block]" } } }, "localname": "ObjectiveSecondaryTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_OperatingExpensesAbstract": { "auth_ref": [], "localname": "OperatingExpensesAbstract", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049" ], "xbrltype": "stringItemType" }, "rr_OperatingExpensesCaption": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investment)", "label": "Operating Expenses Caption [Text]", "terseLabel": "Operating Expenses Caption [Text]" } } }, "localname": "OperatingExpensesCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_OperatingExpensesColumnName": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investment)", "label": "Operating Expenses Column [Text]", "terseLabel": "Operating Expenses Column [Text]" } } }, "localname": "OperatingExpensesColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_OtherExpensesNewFundBasedOnEstimates": { "auth_ref": [ "r34" ], "lang": { "en-us": { "role": { "documentation": "This element represents the disclosure for new funds that \"Other Expenses\" are based on estimated amounts for the current fiscal year.", "label": "Other Expenses, New Fund, Based on Estimates [Text]", "terseLabel": "Other Expenses, New Fund, Based on Estimates [Text]" } } }, "localname": "OtherExpensesNewFundBasedOnEstimates", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_OtherExpensesOverAssets": { "auth_ref": [ "r23" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 3.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "\"Other Expenses\" include all expenses not otherwise disclosed in the table that are deducted from the Fund's assets or charged to all shareholder accounts. The amount of expenses deducted from the Fund's assets are the amounts shown as expenses in the Fund's statement of operations (including increases resulting from complying with paragraph 2(g) of rule 6-07 of Regulation S-X [17 CFR 210.6-07]). \"Other Expenses\" do not include extraordinary expenses as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred that materially affected the Fund's \"Other Expenses,\" disclose in a footnote to the table what \"Other Expenses\" would have been had the extraordinary expenses been included.", "label": "Other Expenses", "terseLabel": "Other Expenses (as a percentage of Assets):" } } }, "localname": "OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049" ], "xbrltype": "NonNegativePure4Type" }, "rr_PerformanceAdditionalMarketIndex": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance Additional Market Index [Text]", "terseLabel": "Performance Additional Market Index [Text]" } } }, "localname": "PerformanceAdditionalMarketIndex", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceAvailabilityPhone": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "If applicable, include a statement explaining that updated performance information is available and providing a Web site address and/or toll-free (or collect) telephone number where the updated information may be obtained.", "label": "Performance Availability Phone [Text]", "terseLabel": "Performance Availability Phone [Text]" } } }, "localname": "PerformanceAvailabilityPhone", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceAvailabilityWebSiteAddress": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "If applicable, include a statement explaining that updated performance information is available and providing a Website address and/or toll-free (or collect) telephone number where the updated information may be obtained.", "label": "Performance Availability Website Address [Text]", "terseLabel": "Performance Availability Website Address [Text]" } } }, "localname": "PerformanceAvailabilityWebSiteAddress", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceInformationIllustratesVariabilityOfReturns": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance Information Illustrates Variability of Returns [Text]", "terseLabel": "Performance Information Illustrates Variability of Returns [Text]" } } }, "localname": "PerformanceInformationIllustratesVariabilityOfReturns", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceMeasureAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The Performance Measure Axis has members that distinguish different returns according to whether they are Before Taxes (the default), After Taxes on Distributions, After Taxes on Distributions and Sales, or are a pre-tax measure of returns based on a broadly available market index.", "label": "Performance Measure [Axis]" } } }, "localname": "PerformanceMeasureAxis", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "stringItemType" }, "rr_PerformanceMeasureDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The default member of the Performance Measure axis. It represents any return that is measured before taxes." } } }, "localname": "PerformanceMeasureDomain", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052" ], "xbrltype": "domainItemType" }, "rr_PerformanceNarrativeTextBlock": { "auth_ref": [ "r55" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Bar Chart and Table.", "label": "Performance Narrative [Text Block]", "terseLabel": "Performance Narrative [Text Block]" } } }, "localname": "PerformanceNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceOneYearOrLess": { "auth_ref": [ "r56", "r63" ], "lang": { "en-us": { "role": { "documentation": "For a Fund that provides annual total returns for only one calendar year or for a Fund that does not include the bar chart because it does not have annual returns for a full calendar year, modify, as appropriate, the narrative explanation required by stating that the information gives some indication of the risks of an investment in the Fund by comparing the Fund's performance with a broad measure of market performance). Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance One Year or Less [Text]", "terseLabel": "Performance One Year or Less [Text]" } } }, "localname": "PerformanceOneYearOrLess", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformancePastDoesNotIndicateFuture": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance Past Does Not Indicate Future [Text]", "terseLabel": "Performance Past Does Not Indicate Future [Text]" } } }, "localname": "PerformancePastDoesNotIndicateFuture", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableClosingTextBlock": { "auth_ref": [ "r58" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____)", "label": "Performance Table Closing [Text Block]", "terseLabel": "Performance Table Closing [Text Block]" } } }, "localname": "PerformanceTableClosingTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableDoesReflectSalesLoads": { "auth_ref": [ "r58" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____)", "label": "Performance Table Does Reflect Sales Loads", "terseLabel": "Performance Table Does Reflect Sales Loads" } } }, "localname": "PerformanceTableDoesReflectSalesLoads", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableExplanationAfterTaxHigher": { "auth_ref": [ "r77" ], "lang": { "en-us": { "role": { "documentation": "If average annual total return (after taxes on distributions and redemption) is higher than average annual total return, the reason for this result may be explained.", "label": "Performance Table Explanation after Tax Higher", "terseLabel": "Performance Table Explanation after Tax Higher" } } }, "localname": "PerformanceTableExplanationAfterTaxHigher", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableFootnotesReasonPerformanceInformationForClassDifferentFromImmediatelyPrecedingPeriod": { "auth_ref": [ "r70" ], "lang": { "en-us": { "role": { "documentation": "This element represents disclosure when presented performance information for a class is different from the class selected for the most immediately preceding period (Form N-1A, Item 2., Instr. 3.(c).(ii).(D)).", "label": "Performance Table Footnotes, Reason Performance Information for Class Different from Immediately Preceding Period [Text]", "terseLabel": "Performance Table Footnotes, Reason Performance Information for Class Different from Immediately Preceding Period [Text]" } } }, "localname": "PerformanceTableFootnotesReasonPerformanceInformationForClassDifferentFromImmediatelyPrecedingPeriod", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableFootnotesTextBlock": { "auth_ref": [ "r58" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____)", "label": "Performance Table Footnotes", "terseLabel": "Performance Table Footnotes" } } }, "localname": "PerformanceTableFootnotesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableHeading": { "auth_ref": [ "r70" ], "lang": { "en-us": { "role": { "documentation": "This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.", "label": "Performance Table Heading", "terseLabel": "Performance Table Heading" } } }, "localname": "PerformanceTableHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableMarketIndexChanged": { "auth_ref": [ "r65" ], "lang": { "en-us": { "role": { "documentation": "If the Fund selects an index that is different from the index used in a table for the immediately preceding period, explain the reason(s) for the selection of a different index and provide information for both the newly selected and the former index.", "label": "Performance Table Market Index Changed", "terseLabel": "Performance Table Market Index Changed" } } }, "localname": "PerformanceTableMarketIndexChanged", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableNarrativeTextBlock": { "auth_ref": [ "r74" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____). For a Fund that provides annual total returns for only one calendar year or for a Fund that does not include the bar chart because it does not have annual returns for a full calendar year, modify, as appropriate, the narrative explanation required by paragraph (c)(2)(i) (e.g., by stating that the information gives some indication of the risks of an investment in the Fund by comparing the Fund's performance with a broad measure of market performance).", "label": "Performance Table Narrative", "terseLabel": "Performance Table Narrative" } } }, "localname": "PerformanceTableNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableNotRelevantToTaxDeferred": { "auth_ref": [ "r75" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation that the actual after-tax returns depend on an investor's tax situation and may differ from those shown, and 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.", "label": "Performance Table Not Relevant to Tax Deferred", "terseLabel": "Performance Table Not Relevant to Tax Deferred" } } }, "localname": "PerformanceTableNotRelevantToTaxDeferred", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableOneClassOfAfterTaxShown": { "auth_ref": [ "r58", "r76" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation that if the Fund is a Multiple Class Fund that offers more than one Class in the prospectus, after-tax returns are shown for only one Class and after-tax returns for other Classes will vary.", "label": "Performance Table One Class of after Tax Shown [Text]", "terseLabel": "Performance Table One Class of after Tax Shown [Text]" } } }, "localname": "PerformanceTableOneClassOfAfterTaxShown", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to PerformanceTableData.", "label": "Performance [Table]" } } }, "localname": "PerformanceTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableUsesHighestFederalRate": { "auth_ref": [ "r58" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation that 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.", "label": "Performance Table Uses Highest Federal Rate", "terseLabel": "Performance Table Uses Highest Federal Rate" } } }, "localname": "PerformanceTableUsesHighestFederalRate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PortfolioTurnoverHeading": { "auth_ref": [ "r33" ], "lang": { "en-us": { "role": { "documentation": "Disclose the portfolio turnover rate provided in response to Item 14(a) for the most recent fiscal year (or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required by this Item.", "label": "Portfolio Turnover [Heading]", "terseLabel": "Portfolio Turnover [Heading]" } } }, "localname": "PortfolioTurnoverHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_PortfolioTurnoverRate": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "This element represents the rate of portfolio turnover presented as a percentage (SEC Form N-1A 2006-09-14 A.3.example.3 Portfolio Turnover A.3.instructions.5 Portfolio Turnover).", "label": "Portfolio Turnover, Rate", "terseLabel": "Portfolio Turnover, Rate" } } }, "localname": "PortfolioTurnoverRate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_PortfolioTurnoverTextBlock": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Disclose the portfolio turnover rate provided in response to Item 14(a) for the most recent fiscal year (or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required by this Item.", "label": "Portfolio Turnover [Text Block]", "terseLabel": "Portfolio Turnover [Text Block]" } } }, "localname": "PortfolioTurnoverTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ProspectusDate": { "auth_ref": [ "r4" ], "lang": { "en-us": { "role": { "documentation": "The date of the prospectus.", "label": "Prospectus Date" } } }, "localname": "ProspectusDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://xbrl.sec.gov/rr/role/RiskReturnDetailData" ], "xbrltype": "dateItemType" }, "rr_ProspectusShareClassAxis": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "Prospectus Share Class Axis.", "label": "Share Class [Axis]" } } }, "localname": "ProspectusShareClassAxis", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "stringItemType" }, "rr_ProspectusTable": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "Prospectus Table.", "label": "Prospectus:" } } }, "localname": "ProspectusTable", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "stringItemType" }, "rr_RedemptionFee": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "\"Redemption Fee\" (as a percentage of amount redeemed, if applicable) If the Fund is an Exchange-Traded Fund and issues or redeems shares in creation units of not less than 25,000 shares each, exclude any fees charged for the purchase and redemption of the Fund's creation units. \"Redemption Fee\" includes a fee charged for any redemption of the Fund's shares, but does not include a deferred sales charge (load) imposed upon redemption.", "label": "Redemption Fee", "terseLabel": "Redemption Fee" } } }, "localname": "RedemptionFee", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonPositiveMonetaryType" }, "rr_RedemptionFeeOverRedemption": { "auth_ref": [ "r18" ], "lang": { "en-us": { "role": { "documentation": "\"Redemption Fee\" (as a percentage of amount redeemed, if applicable) If the Fund is an Exchange-Traded Fund and issues or redeems shares in creation units of not less than 25,000 shares each, exclude any fees charged for the purchase and redemption of the Fund's creation units. \"Redemption Fee\" includes a fee charged for any redemption of the Fund's shares, but does not include a deferred sales charge (load) imposed upon redemption.", "label": "Redemption Fee (as a percentage of Amount Redeemed)", "terseLabel": "Redemption Fee (as a percentage of Amount Redeemed)" } } }, "localname": "RedemptionFeeOverRedemption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonPositivePure4Type" }, "rr_Risk": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure.", "label": "Risk [Text]", "terseLabel": "Risk [Text]" } } }, "localname": "Risk", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskCaption": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure.", "label": "Risk Caption", "terseLabel": "Risk Caption" } } }, "localname": "RiskCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskClosingTextBlock": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "(ii) (A) If the Fund is a Money Market Fund that is not a government Money Market Fund, as defined in \u00a7270.2a\u2013 7(a)(16) or a retail Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(25), include the following statement: You could lose money by investing in the Fund. Because the share price of the Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. (B) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(16), or a retail Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(25), and that is subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter (or is not subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter pursuant to \u00a7 270.2a\u20137(c)(2)(iii) of this chapter, but has chosen to rely on the ability to impose liquidity fees and suspend redemptions consistent with the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii)), include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. (C) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(16), that is not subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter pursuant to \u00a7 270.2a\u20137(c)(2)(iii) of this chapter, and that has not chosen to rely on the ability to impose liquidity fees and suspend redemptions consistent with the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii), include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. Instruction. If an affiliated person, promoter, or principal underwriter of the Fund, or an affiliated person of such a person, has contractually committed to provide financial support to the Fund, and the term of the agreement will extend for at least one year following the effective date of the Fund's registration statement, the statement specified in Item 4(b)(1)(ii)(A), Item 4(b)(1)(ii)(B), or Item 4(b)(1)(ii)(C) may omit the last sentence (\"The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.\"). For purposes of this Instruction, the term \"financial support\" includes any capital contribution, purchase of a security from the Fund in reliance on \u00a7 270.17a\u20139, purchase of any defaulted or devalued security at par, execution of letter of credit or letter of indemnity, capital support agreement (whether or not the Fund ultimately received support), performance guarantee, or any other similar action reasonably intended to increase or stabilize the value or liquidity of the fund's portfolio; however, the term \"financial support\" excludes any routine waiver of fees or reimbursement of fund expenses, routine inter-fund lending, routine inter-fund purchases of fund shares, or any action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the fund's portfolio. (iii) If the Fund is advised by or sold through an insured depository institution, state that: An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance corporation or any other government agency. Instruction. A Money Market Fund that is advised by or sold through an insured depository institution should combine the disclosure required by Items 4(b)(1)(ii) and (iii) in a single statement.", "label": "Risk Closing [Text Block]", "terseLabel": "Risk Closing [Text Block]" } } }, "localname": "RiskClosingTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_RiskColumnName": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure.", "label": "Risk Column [Text]", "terseLabel": "Risk Column [Text]" } } }, "localname": "RiskColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_RiskFootnotesTextBlock": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure.", "label": "Risk Footnotes [Text Block]", "terseLabel": "Risk Footnotes [Text Block]" } } }, "localname": "RiskFootnotesTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_RiskHeading": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure.", "label": "Risk [Heading]", "terseLabel": "Risk [Heading]" } } }, "localname": "RiskHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskLoseMoney": { "auth_ref": [ "r47", "r50", "r51", "r52" ], "lang": { "en-us": { "role": { "documentation": "Summarize the principal risks of investing in the Fund, including the risks to which the Fund's portfolio as a whole is subject and the circumstances reasonably likely to affect adversely the Fund's net asset value, yield, and total return. Unless the Fund is a Money Market Fund, disclose that loss of money is a risk of investing in the Fund. If the Fund is a Money Market Fund, include the following statement: \"You could lose money by investing in the Fund.\"", "label": "Risk Lose Money [Text]", "terseLabel": "Risk Lose Money [Text]" } } }, "localname": "RiskLoseMoney", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundMayImposeFeesOrSuspendSales": { "auth_ref": [ "r50", "r51" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors.\"", "label": "Risk Money Market Fund May Impose Fees or Suspend Sales [Text]", "terseLabel": "Risk Money Market Fund May Impose Fees or Suspend Sales [Text]" } } }, "localname": "RiskMoneyMarketFundMayImposeFeesOrSuspendSales", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundMayNotPreserveDollar": { "auth_ref": [ "r51", "r52" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so.\"", "label": "Risk Money Market Fund May Not Preserve Dollar [Text]", "terseLabel": "Risk Money Market Fund May Not Preserve Dollar [Text]" } } }, "localname": "RiskMoneyMarketFundMayNotPreserveDollar", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundPriceFluctuates": { "auth_ref": [ "r50" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"Because the share price of the Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them.\"", "label": "Risk Money Market Fund Price Fluctuates [Text]", "terseLabel": "Risk Money Market Fund Price Fluctuates [Text]" } } }, "localname": "RiskMoneyMarketFundPriceFluctuates", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundSponsorMayNotProvideSupport": { "auth_ref": [ "r50", "r51", "r52" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.\"", "label": "Risk Money Market Fund Sponsor May Not Provide Support [Text]", "terseLabel": "Risk Money Market Fund Sponsor May Not Provide Support [Text]" } } }, "localname": "RiskMoneyMarketFundSponsorMayNotProvideSupport", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskNarrativeTextBlock": { "auth_ref": [ "r48" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure. A Fund may, in responding to this Item, describe the types of investors for whom the Fund is intended or the types of investment goals that may be consistent with an investment in the Fund.", "label": "Risk Narrative [Text Block]", "terseLabel": "Risk Narrative [Text Block]" } } }, "localname": "RiskNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_RiskNondiversifiedStatus": { "auth_ref": [ "r54" ], "lang": { "en-us": { "role": { "documentation": "If applicable, state that the Fund is non-diversified, describe the effect of non-diversification (e.g., disclose that, compared with other funds, the Fund may invest a greater percentage of its assets in a particular issuer), and summarize the risks of investing in a non-diversified fund.", "label": "Risk Nondiversified Status [Text]", "terseLabel": "Risk Nondiversified Status [Text]" } } }, "localname": "RiskNondiversifiedStatus", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskNotInsured": { "auth_ref": [ "r50", "r51", "r52" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.\"", "label": "RIsk Not Insured [Text]", "terseLabel": "RIsk Not Insured [Text]" } } }, "localname": "RiskNotInsured", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskNotInsuredDepositoryInstitution": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "If the Fund is advised by or sold through an insured depository institution, state that \"An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.\"", "label": "Risk Not Insured Depository Institution [Text]", "terseLabel": "Risk Not Insured Depository Institution [Text]" } } }, "localname": "RiskNotInsuredDepositoryInstitution", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskReturnAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Risk/Return:" } } }, "localname": "RiskReturnAbstract", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_RiskReturnHeading": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Summary Investment Objectives/Goals Include the following information, in plain English under rule 421(d) under the Securities Act, in the order and subject matter indicated", "label": "Risk/Return [Heading]", "terseLabel": "Risk/Return [Heading]" } } }, "localname": "RiskReturnHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ShareClassDomain": { "auth_ref": [ "r3" ], "lang": { "en-us": { "role": { "documentation": "All members of this domain must be elements with name starting with \"C\" and consisting of a 9-digit Fund share class CIK." } } }, "localname": "ShareClassDomain", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentAndEntityInformation", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20001", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20007", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20013", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20019", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20025", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20031", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20037", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20043", "http://www.sei.com/20230127/role/ScheduleAnnualFundOperatingExpenses20049", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20003", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20009", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20015", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20021", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20027", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20033", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20039", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20045", "http://www.sei.com/20230127/role/ScheduleAnnualTotalReturnsBarChart20051", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20004", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20010", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20016", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20022", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20028", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20034", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20040", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20046", "http://www.sei.com/20230127/role/ScheduleAverageAnnualReturnsTransposed20052", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20002", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20008", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20014", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20020", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20026", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20032", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20038", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20044", "http://www.sei.com/20230127/role/ScheduleExpenseExampleTransposed20050" ], "xbrltype": "domainItemType" }, "rr_ShareholderFeeOther": { "auth_ref": [ "r37" ], "lang": { "en-us": { "role": { "documentation": "Other Expenses", "label": "Shareholder Fee, Other", "terseLabel": "Shareholder Fee, Other" } } }, "localname": "ShareholderFeeOther", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ShareholderFeesCaption": { "auth_ref": [ "r35" ], "lang": { "en-us": { "role": { "documentation": "Shareholder Fees (fees paid directly from your investment).", "label": "Shareholder Fees Caption [Text]", "terseLabel": "Shareholder Fees Caption [Text]" } } }, "localname": "ShareholderFeesCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ShareholderFeesColumnName": { "auth_ref": [ "r35" ], "lang": { "en-us": { "role": { "documentation": "Shareholder Fees (fees paid directly from your investment).", "label": "Shareholder Fees Column [Text]", "terseLabel": "Shareholder Fees Column [Text]" } } }, "localname": "ShareholderFeesColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ShareholderFeesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ShareholderFeesData.", "label": "Shareholder Fees [Table]" } } }, "localname": "ShareholderFeesTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_StrategyHeading": { "auth_ref": [ "r45" ], "lang": { "en-us": { "role": { "documentation": "Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.", "label": "Strategy [Heading]", "terseLabel": "Strategy [Heading]" } } }, "localname": "StrategyHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_StrategyNarrativeTextBlock": { "auth_ref": [ "r45" ], "lang": { "en-us": { "role": { "documentation": "Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.", "label": "Strategy Narrative [Text Block]", "terseLabel": "Strategy Narrative [Text Block]" } } }, "localname": "StrategyNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_StrategyPortfolioConcentration": { "auth_ref": [ "r45" ], "lang": { "en-us": { "role": { "documentation": "Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.", "label": "Strategy Portfolio Concentration [Text]", "terseLabel": "Strategy Portfolio Concentration [Text]" } } }, "localname": "StrategyPortfolioConcentration", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_SupplementToProspectusTextBlock": { "auth_ref": [ "r1" ], "lang": { "en-us": { "role": { "documentation": "This element contains the text of a prospectus supplement (submission type 497) not already contained in an element containing amended text or other data from a previous submission.", "label": "Supplement to Prospectus [Text Block]", "terseLabel": "Supplement to Prospectus [Text Block]" } } }, "localname": "SupplementToProspectusTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DocumentRiskReturnSummaryUnlabeledClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ThirtyDayTaxEquivalentYield": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "A Fund (other than a Money Market Fund) may include the Fund's yield calculated under Item 21(b)(2). Any Fund may include its tax-equivalent yield calculated under Item 21. If a Fund's yield is included, provide a toll-free (or collect) telephone number that investors can use to obtain current yield information.", "label": "Thirty Day Tax Equivalent Yield", "terseLabel": "Thirty Day Tax Equivalent Yield" } } }, "localname": "ThirtyDayTaxEquivalentYield", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_ThirtyDayYield": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "A Fund (other than a Money Market Fund) may include the Fund's yield calculated under Item 21(b)(2). Any Fund may include its tax-equivalent yield calculated under Item 21. If a Fund's yield is included, provide a toll-free (or collect) telephone number that investors can use to obtain current yield information.", "label": "Thirty Day Yield", "terseLabel": "Thirty Day Yield" } } }, "localname": "ThirtyDayYield", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "pureItemType" }, "rr_ThirtyDayYieldCaption": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "A Fund (other than a Money Market Fund) may include the Fund's yield calculated under Item 21(b)(2). Any Fund may include its tax-equivalent yield calculated under Item 21. If a Fund's yield is included, provide a toll-free (or collect) telephone number that investors can use to obtain current yield information.", "label": "Thirty Day Yield Caption", "terseLabel": "Thirty Day Yield Caption" } } }, "localname": "ThirtyDayYieldCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_ThirtyDayYieldColumnName": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "A Fund (other than a Money Market Fund) may include the Fund's yield calculated under Item 21(b)(2). Any Fund may include its tax-equivalent yield calculated under Item 21. If a Fund's yield is included, provide a toll-free (or collect) telephone number that investors can use to obtain current yield information.", "label": "Thirty Day Yield Column [Text]", "terseLabel": "Thirty Day Yield Column [Text]" } } }, "localname": "ThirtyDayYieldColumnName", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "textBlockItemType" }, "rr_ThirtyDayYieldPhone": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "A Fund (other than a Money Market Fund) may include the Fund's yield calculated under Item 21(b)(2). Any Fund may include its tax-equivalent yield calculated under Item 21. If a Fund's yield is included, provide a toll-free (or collect) telephone number that investors can use to obtain current yield information.", "label": "Thirty Day Yield Phone", "terseLabel": "Thirty Day Yield Phone" } } }, "localname": "ThirtyDayYieldPhone", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" }, "rr_YearToDateReturnLabel": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Year to Date Return, Label", "terseLabel": "Year to Date Return, Label" } } }, "localname": "YearToDateReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSDEBTFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITEMERGINGMARKETSEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALEQUITYFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassFProspectusSITINTERNATIONALFIXEDINCOMEFUNDCLASSFeffective1312017formerlyClassA", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassIProspectusSITINTERNATIONALEQUITYFUNDCLASSI", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSDEBTFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITEMERGINGMARKETSEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALEQUITYFUNDClassY", "http://www.sei.com/20230127/role/DisclosureRiskReturnDetailDataElementsClassYProspectusSITINTERNATIONALFIXEDINCOMEFUNDClassY" ], "xbrltype": "stringItemType" } }, "unitCount": 2 } }, "std_ref": { "r0": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r1": { "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r10": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "6", "Subsection": "example", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r11": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subsection": "example", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r12": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "b", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r13": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r14": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r15": { "Chapter": "A", "Clause": "i", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r16": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r17": { "Chapter": "A", "Clause": "i", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "a", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r18": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "b", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r19": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r2": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r20": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r21": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "a", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r22": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "b", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r23": { "Chapter": "A", "Clause": "i", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r24": { "Chapter": "A", "Clause": "ii", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r25": { "Chapter": "A", "Clause": "iii", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r26": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r27": { "Chapter": "A", "Clause": "ii", "Exhibit": "B", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r28": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "e", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r29": { "Chapter": "A", "Clause": "vi", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "f", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r3": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "1", "Subsection": "a", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r30": { "Chapter": "A", "Clause": "vii", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "f", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r31": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "4", "Publisher": "SEC", "Section": "3", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r32": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "4", "Publisher": "SEC", "Section": "3", "Subparagraph": "f", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r33": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "5", "Publisher": "SEC", "Section": "3", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r34": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "6", "Publisher": "SEC", "Section": "3", "Subparagraph": "a", "Subsection": "instructions", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r35": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r36": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "1", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r37": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "10", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r38": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "11", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r39": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "3", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r4": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "1", "Subsection": "a", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r40": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "4", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r41": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "5", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r42": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "6", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r43": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "7", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r44": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "9", "Subsection": "table", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r45": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "Section": "4", "Subsection": "a", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r46": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r47": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "i", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r48": { "Chapter": "A", "Clause": "instruction", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "i", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r49": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r5": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "Section": "2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r50": { "Chapter": "A", "Clause": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r51": { "Chapter": "A", "Clause": "B", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r52": { "Chapter": "A", "Clause": "C", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r53": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r54": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r55": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r56": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "i", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r57": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r58": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r59": { "Chapter": "A", "Clause": "1", "Exhibit": "1", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r6": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "Section": "2", "Subsection": "a", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r60": { "Chapter": "A", "Clause": "1", "Exhibit": "2", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r61": { "Chapter": "A", "Clause": "1", "Exhibit": "5", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r62": { "Chapter": "A", "Clause": "1", "Exhibit": "a", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r63": { "Chapter": "A", "Clause": "1", "Exhibit": "b", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r64": { "Chapter": "A", "Clause": "2", "Exhibit": "a", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r65": { "Chapter": "A", "Clause": "2", "Exhibit": "c", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r66": { "Chapter": "A", "Clause": "2", "Exhibit": "d", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r67": { "Chapter": "A", "Clause": "3", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r68": { "Chapter": "A", "Clause": "3", "Exhibit": "a", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r69": { "Chapter": "A", "Clause": "3", "Exhibit": "b", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r7": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "1", "Subsection": "example", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r70": { "Chapter": "A", "Clause": "3", "Exhibit": "c", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r71": { "Chapter": "A", "Clause": "3", "Example": "ii", "Exhibit": "c", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Sentence": "D", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r72": { "Chapter": "A", "Clause": "4", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r73": { "Chapter": "A", "Clause": "5", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r74": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r75": { "Chapter": "A", "Clause": "B", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r76": { "Chapter": "A", "Clause": "C", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r77": { "Chapter": "A", "Clause": "D", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r78": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "313", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r8": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "2", "Subsection": "example", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r9": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "1", "Subsection": "example", "role": "http://www.xbrl.org/2003/role/presentationRef" } }, "version": "2.2" } ZIP 96 0001104659-23-007584-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001104659-23-007584-xbrl.zip M4$L#!!0 ( ,:(.U8Z^NW5V H %N. 9 8VLP,# P.#,U-3DW+3(P M,C,P,3(W+GAS9.U=6U/;.A=][Z_0R5,[_8+C6RY,X4R:"R= @$-"6]KI>!Q; M"2Z.['H(D,<*I:0"B! G\H5 Y%"=QT:T H"&+8Y,V'L7OH:G=PJ )HPB&TO";N MM@[[JF]Z1[F?OFH:?0/J.>"I: "]"W4(74?5X%%N!I,+#0*#(XX+O%#* 3P* MEGMH&M;]G.&XA\P#&PVP94'DR,<]U861^7C)_D$,K/E*I<(%GT:FOIOW)@YT MGZP#S[[+11^0'BKY I\7^:B-=E_ _\JB+%=*5/#';AP8[)CGOK3/.\&P/=GB M_G5O'L[46N;"#R-3A.;-7*@=#.P1AQ!!($1FNH?BQPY_P)$8B76!A"CPLRB, M-2-N6*ZG6AK,'8,W )#DJY9E>ZJ'JY54T!M21<%EQS&LOGT\O80ODM$_C#)V M#?L@R,
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�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�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δ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
    II\;T)-X,=2 M.T+RO-UR'Q/DF'3Q1G8+D<'^ MH_GR3W0B\1#V-,8T:#VT_@VF8I+G+;NKLS%W9W7 (#1V4"V>N40%LT.H\X>X#7'= V]7>*^E19G2%URH0CJ>-[\U,+SVTNT0)ZSYX5&;MRXH MAC/59I8\E.YV*/($CJ<:.YPVF!&@W&&ULLZP+!0S^0+O8KT@3Y=21V R;3-? M^..MC2+_H%'DQ]],%/D[./I/]J&/JW.^Z]]14W"H&-'3W..M357TE/J(A3[" M1I]]FO*L01C!*MO\UFSG[/C=Z>X@O'=);WFKBV@#UK7<,UKK#G0CN=,KU'Q? MH$\:UJI*3_F,ZEUF:+53Q?]N_\M@$$W\M0EFGXZM;)=$Y>\=8 ,:CW>X/<@B:#EK)*S?;#8%.ZSEIN6;3FQE\3%;FN9 M&+Q"C"$JX;>27+1T:#<7_4J=AG23-[7(/<9/M&:%P\A"TX5(1E(+9_!I*W?8UQ&T#XE-=QEZ/"\5M:5 M<[IB#4VB!B+A&!O]('">.,IANR/V*^'WL[>F9;"A2P61C030J.?IX#\O,!4&RX =TGP6,7B^:>),OP"VQ"N\ M_NME,XXA>+>D8#36?8@ JM4&4TIS"YXS+45;ZN-ZM7,J]R!&QKQQ1 T)5QG$ M42;^(XA@%576)W<*"J[X%2O?9@/Y*2$-"V0.'=%(FG!Z_Z=W6\\U%[%E!J27 MXD>O);G#E)O;3$M_B7C &U#9)2?UAXGM4B9O?G[N)!='+:VX6:5C:UD/,"8V M?DF#XE>Q12-U4]<-156TN67CL91NY&U +WV7R/^ R9@I1W5P?$FY9:^8K[1S M)\O0C#+!"*84/'+9MEU>5GV@K'TU)4JT8W7Z"3AXC.4:#!H%F4W$2S:8#;T> MC5EJ:Q.TN $$D2-/Q!;/+%[ 4.-[[ 6]F:.QVWC[6LF/C.BK*3$%;B1$3$[F ML^@0;S3$?@32]M3S.X!,Q1(-2GKO] MS+)1WZ?PD$!YFP_Q#6M[J/:*>;"T5%I7!;U\ H!(1!QJ"P:IA;!^L[1#X0 : M;#%N!)^$H,.+/%3CWE)1!%%ZA%!M@WDNK'Y!/O^0%XY@ULG^N;:3%VI9XL!S MWHGU[*PAKMR^] ML>T1B'&:3#2JW;GTT/&[+?=N;4/:41A#B=79OK:;!](5W%74W3<7%P6:QGY M0FVM-="F!4S/6HSCV_9%'B1W&?-N(QXA:F MW% 3L$9 !,A=?^'B7I(W@;WE*KJWNWA-W9^S=_O MNH5KI7% O+F:91#?3F#]FN(P2^130(*XIKM&FC6;)!6:0C4P=UDL6>L6H'5B M%'7BS:AS^KPHZ!: LA-W.I"KS&9M6.7K1DC"I5E2Z9E3Y;A=D46\71'T)UL; M07^J$?0GWTP$_:^#P[ZMR^GXV=OW$/";Y=3,J^?9_;+_:I^Y#P#W=$@->+/A MLIO6A(3HZ@65)C*E?^H.# 1R( V96:GV\',(3 M>"?)>YUV8S#H)[WJ9R@A>W /7_. "WOALJ@"*!@]!K5\JGU4S%E8#9@JDN[) M@6Z&\:AC&)&_6,$H+&F*^%[V96,V%('G(2QY5N=@TP0M496VLN&24HT2FK9E MY(LA[(,"*QCU#5\_]-5ARCO#)<:$T?!.7 %%][.RG6KM_HRY/?#+3&$CT3%^ M _QX#MTJYOF_ K#P/I\,B$N'5)(#?VO3YE.CO(GEJIX@8I/25>_I;B)?!;24: /KGXO$\??OB_:YIO&-Q8PVID[[ [P?3BY?] M7 ,%!I:-N\DUU!#\J2IW#8X9(4:?04>YE9W%F-,PPN2'M$BS^@I34,J%$N78 MR(6OW,ZPROG'$FAUD*<6KU[+G8E),8T8MH52!8-365^A_;T0)HE"\TCVR[UB M ' "E-ARCN07$$]U1[1294*UA:0- K-8,H1 ["8]>FQ/1G?655_J@RBB GTF M [!EVO#=.=CU=+&0(A@A+-#0H%+.] /SJ):V^C*"?.[ P:" M%O@;:I@52"]O&Z&) 5-!&Q4)$#))\,A(G#! -"LN\C$!G^%7;HQP@[5,BJ?A M\@A\6R+>*. D$9 *@?$@2:+)4=Q)W<$LO\J9SCRQZD"?,OL"$QB$J,8J+AU! MU=.,N0/H&&B7(_3)+=D<>HZL1_PZQ/>CJ+$GDHP1T!S#_8F*AO9M=UI83;GN M^@1> 6Q1$5B">)ICQA,X\/,#O!.32I5WH0<%RD MV51TS%%Q-P,(E\0-1@3=0#DLZ&# M;<,:FX8*=AL4JOBO8X3;\WQ)6VF3M3HG_''P_-[3MR+ZXS3IWTZQ]^$I![5Z M)G:R:2-N$S32:)%_.V@YHA0&:I;'FH"Z+:9^0UH]^4O#05[5/A^7:3V22I)7 M9W=Y>+5T>#11!+A=2%D5F7">ZC,"."55XR-NEI(,Y;E$5T0)QB_TL_1OE)=I M/Q%^60(;H@%D2#4Z$9SF:%5\XE*'G>Z8L\K$,?V3?,D$A5:YLL8$G6W6 5M( MH D\2 3R=HF0C#0+Y5'*9KR< X?+&$MD8>5Y-1M=4D5NFX2S.62BHC@PBROA MEQ;/7K^LHY@O9C5WI#15+!8FW::C#W8VS00)_*" 9,_#$D/G['@9: MBV=#OB'8ZYS=7 5=L"D2@3)\[@,^-&"--[)M,EBG82C3CK5(/Y5554+#DT(] MTCZJXPY:[.X?OIE0]W>P^)]Y=YSDXT!78([K ML_5%-EJ2#97 N,:X,PPOPH4]@QB'PFP#^B.]$ 9G=W:-XA(./R%#0Y/#8\2C:PC4?D.L) ![!*)4>@Q= M1AON&ZGGSFT9GG/8*NP1^ >W[$-MN/!;#GP"O:@?'T3RBJ9;Z?W$1E+)VW6%C56PUP9]$Z/9-80F@(*J MG$THAN;<$?!TG>!RSMPY,(L%$>\A*ASG1F)K'L6Q'4:10G_W M\6>'^!\LX2P,=7.]H [8UC8KZC$]&%"5:FS&5&&2NB&'HULMZ))GI#2[5]3" MYVQ=216& L&'X"Q[_\>M%%(AR1[%X.0,&2R7G-'TF0+O%??1V"N1@QC'>6@@ M_U[F%N!IV= 8@MXFQLR&4D >9\>*(4TRQ[7%-H=2;KVL_=,L8ZU39G<5V8V( MP\C^^8X]L7?0P<86D!AT?V=/L_W(E_J)PAHY<81J2\!Z73G);*?E0C=9!R,E MZ.$Y'P1(NS444U[>+;F&S%= MZ>\,Z[C'2\IODU_HL,(QZ8,,]336,RJ;7PN5_9-"-(0)YQ.D&3FWN)#2J=/$ M*E>%9B@2/>FO/#4 \_4UK1]\H)=]9M"&"9EG2:ZR<0'*410"D7T2JY;P@O:? MO 6'+$*']F=NVKO9":3\SX2G-J#T'+/Z\HUX!6)E"G@E&CUP4E\C@3_\-_HR M,[/X6N=KV,KIE*3BV31<[?OG! O*%5(M-@EO2<$D*MMW?^?B'2IQ4&R]3=R> M:U*2$F_S C6!4PW VEK?-N'WF52'H8Z_N&@@+%D84AUHV-64SG@4^5R_M5I_ MWJ##P4M#**\9803/^U>V>)VKTKGR+=;.B1WGQ4/J2X+FC9V,G38NI2P$0P:# M)P=W[A3C.:=?VUCIQ;H!E +?AQK+Q>(XGSQ/_1!HD>NQY"HD[S:>%OV&@X88 M%T%X6H244(+7O!/9J:0EF2]J^2#L^C($J2OO$:1)GP&COC15 C;38..QOG&# MVP&Z(DQD+,U;N7\*_T91T=)Q63("Z2:F$]_]>>%VJ_0G<='$=8*1:LV&)H^L MJB.W79_M82 *,S"3L?N%E3K,+NG;=,I&9C"1U-03.5Z6;N*<,N+FJ!D#C)*$ M'4!K+M!D#6V_U!E(7U$P@K"?M4'B*)-%!]*"E.!(75C$VRZG&O_[IZX MEBW56K78]%QK4?DUA$92T[8W^CA""!1U1'6!KSS/V\ZGVS#C)PR:D>I89_U< MG5-6)27E:(,_/&,U$;2+21$1NA>34GSR=]<[# MEYS:8)ZT">9[4WD5< HQ-'K@O= ML4[X@[R;04:AIS$Z5V)_4%O%E>\Z&3E7;;8=)HO#4U[2,I+;1>, MN@M3-!X+@F?0229XC'=SM?!'0BJ^A46B'ZN!T;-.#3O!MS[!9;,-+[U/?'T2 M8_-V$$,B(;4L7AMU#A+Y32))"/#9'BM_6+-3(FVB^.M,7(_XLL(""K4N:.?] M\>'N-C.@/-W:H/:!!K6??C-![>_X[:^LOM]R@^> C!D*3JG!8TL80F(/5-K< MJUH]9P$6^IHB,,6!-)08"!.H!V;WC?D\(Y)/J"W9SWZIH%P^066(J68>Y463 M4SS##Z.A7G'"W45O=$;,O%S.Y98&2Q*[)&8[V-V^,@&]7:R[7JX,?71J*N[R MT%$@D+S'N'B!KE4P-$[:NQ=O&"2UBW/7 MR1GF"L3+XD6CIMRT,+.UEJH3% M+9638^&Y6&"*9 _EP ,X1H+Q"9)O9SMN&79EDC0B@SO 77;_]8\H3I>#T MM58!"9WO+])-TU1S6/=(,=)P*LFAZQTOC:)7\=VD3Q&N NR,L["4;@ACNVN\F)V;WBG!9,/G(N3E7!!R M'KN!09F^7\0=V49@4N3CHAD1/NHQ0TSIKCE&2^Y5B\AE#M7;O9%L\L#9-%Q?,)0*'D8_1(AZ'D&]$C6Z(GV[DB/ ^"Z1]XG?\+D"#>PU3/^A M'=!DY3CL./%%V[H?-SRFL!8;SZ=A//F448\*X%6YV3$T,G3-<*X3(?/S3Y @ M&IX=E6KFNXPP)4A4B+A#F76FI;/*#5N1_(Q^T8/>E=6>^Y\]0L71.=OUU:<3 MB 24[32#W<$W[V=''Y!MGKIR59'J"1['@05:SKSS 2(\Y6[YJ182+'_G))2, M]IAHM!-_"($"#K-@-04&[3C>Y'FL>!1"RHCLSD7E2Q!T)62@LLR31-\XN%D8 MQ6P#[$CH$3&+\T.)WT6?F>7+KH;FQ72),"]!&ZX..\_1S)&%EZN7[&ALBP]. MF(>="=RUS^(LPQAPAH'EJ4\0((VC%'*]8R%'QN.#+G3.;[5_.54/ZI9TQ/8-W.J\I)!$38.:S1D@0CK >;]!KYK12V\ ON&%0&]A5/U"MD_*9C/-%"4W8D!HKZ_*/MC+2 M=K+I1YU-@G$+%EQA2Z>=TY77!!NY&"(9US*%$C&ET4)?TL)+P-*/_J)GV9#Y M$@#+7PC;38#VRN7UI,1@[JE3J^!JG@1Y2=V(@[$ M.W 7C9=SYK^_TQO(+O%A@"*\YDD;GX+) I;I^@H27_%W,NTB$;Z'E#)],ZJP MJ$ SN;]@!#SBL:/^X9)V0A/#2;8013$!$5D2X.23L0U"T$N=XK*+[9O8;\RA M+4=8X"=-"8#.TF(+$ ABZSNX"%-8P>0,^DX4L+IB.J%UQT;;F+&\A4PMUP)2 MKI245$.8UM5(Q;\4)ETR=/=S1G;HNW\C[)+,W:3_JTG)S M*L5U;\ [FFAPXPIY[@& RMY5TS,7JVPQ@R:,):-VV?;VK_SO" =HE M.RRS_$I1'N1..E^P)MI+70?M(@:$#.Z9 M*3P!.2>+G5<+IP3D17?MS8=$E? M@ 0&M+35I/<">F*PC^)D8(!.DLQ^Z%:(1U$A/$'SSU>#Z/Q@]*OWYMQP@$E' M&D^=R&'-O./W7>6>[$,HQ].MM(T@:ATN,L:0U]Q.!2CQH2P "@IQ7H@-3.G% M!4NB$L@R:4=(.*E,@8P!G5'AFM,0D,H ?O)@4>?UI#"]P&'[&)FUG_W"V7E4 M%M#)56>[+42RA^;X5;#1M5YB6GTD(XY_JS*7)\^TH&N@<@N"U& M?QR'[+=(ZFJ[QS@IQ*XNU%1;637PL*"?ZF>9[9SJ?^\&; S.E*, F"T);\,P MC_3/"G04&<#^L?O9;Y[X]=3H"1QC@M>?%&$'^* N\TO0&H0?C06"U)4OY$; MA.=WR>;E1RWW;"GJF2$%SCZ]&L4$CN(8;7ED\?#C$]$EGE2K"0T6S6Q0-#A? M A)FD"*:8V6W[6-D,(+.9$(DH<"CY+YIQLC]WF>D4T,X,*-(370\$P#6F'NXR+^2+\K1VP(2*W+^IWKJ/:@,[,AA1; "_BK678?2PS M=+=PD:N756Q$0<1#3CJ="XJJ=*9T/)4^EF.:U-MN#BX"><.35* A(EST:UI50J? M%U0*Z'FFN+Z%.9N@;Z2HYKQQII8Q,[ SI22-J,UOCE0/F-Q ^\>7H-&2T?KA MN.ZV:*=HB-_=F5 :Y0,;1-Z#J,=PAC)LGJG4Z>'5M9801GYDMAHC6!2K@[ ? MR1W$SZ7#!/+]"Q,)+RLD:RH/PP0!&*\HXP88F1GHX%]FR8N M\ZT[Q#^@0*:A-P*W%O)M.>F*@;&!_:D) M7.;OA5*N@;8XA%BL0F8&Y.'X3\".A@_<2>L\B7#@9H 5,*>* -, D7#4./Z< M&4*E#L50-$+2CKAR( \-PT5^^W\M)Q>2+,M5MMSJ-EU4H*E%>'%YM6W7F=4] M[>:?*1KXF@ #)7.66#-23\M1&?8#R]"H$#@#I:G%RTG_0 \BKK/7Y^;V0!&% M)\23(VLX5R6: H-L&"LV&" HB=Q2: -0;8XPCP52D&;<)[?.]/R-%A^P M$'@QZ(G#$EKT#7X]/L+L@U..13ZAVBAF1C*] BAQ&]U1>;2KF)5SS\LP&(G. M:BWZU\3Z/5>>5D]$SS'6)GP*CP0LDM.$/ Y?=LKZN#<0"A/0BR"MZK0Z6/2T M) L@3NSTV7Q]0LA5J,^CY]%4L*FLJA:,8W,I^+&]9;<'50TLP)^\B F-C#B,O3_ MU:9&CI*R17:+543 $K; FB'P+S7V08Q8L8)&S?Z('KB@+ J%GJ+2QU2/1%@7 M&*#$?M5LP(>B?2!U^#F4_'-W]Z!VSD]IWQ*VS5@Z@B2%F.R(XH4B,+@6 JS< MAYJXQ/4#7<30^ED#HQ=&F(DS6S#8!,D"=\JQP+GW$,81"_T!]N8F7#=AS]R' M_AW7FT#ORE3 MF[K3$?;7I;]#)0G)?$S6ZLGEZ4!RE89OQ0GA-R:9=':6.[LU=5 IND+AX/#X MH.8/.+:YW9X16O0O&3H:('2M1LBIJ%ZK2$(J<[/KIAGK2-O=R;;X&HB SE%+ M9%#\F/&[\5T7.-O)_0Y-Y2(0X&OA:*>U!9J-"=X)J1DG;T%1:R^LC@>5+/P0 M')^J6EC1\VBU?2->K20RL\%?Z:[H2RGB9(*#&]8ST^L+CP;AS7#*M M0UOL4U?N9B ,>E@QT'+/#*,):!FQD)3J3C&KQKD#85FU^;]/Z=^D>W%W,T_= O#X*?"3$=&OU_@WH/$-#XU@H=T\QI=$^K& /VY25'M,S"8:O3LF,*HW:A@ MF DB0T80+D4Z0LP38T9YEV4WR , 1+% BAA")^/( 6)<=VF0? 0 M/\5W<<;5#P=(8CV@1VFO'FXJI34&QJ!BBA0\$XQO,IT'TO/U85?J$@.G38M& M;= <=X^*J7R$W'=*<%(/54%(SM*0;XEFZ1;XVIZ3T3M6$5;,\#9:LRI'TD9" M &BE]XVJ;-(U-M87]>U\!K[(IDWVM,##W!MAZ6MOR"W<4'S3*[U1?S;='UD3 M;Q;WW26K58(,4!SX!K65&C>5T#''JBI>RGL:(\U?"',PDI1!,R+SLKZ!6&0# M>XR9AZO7&H6,/)9;:1Z-OR/Q_1A85^FIY)(/-(=?G72-7TCK$W8)UB[*.3;] MJ"4T03E"$]\*S"DQN(5I!;-X^F1-M,$G['2]E^X8CX) M2P*#'Y/?SEPF4G+C%K, 8+.S.\=,ZC1:F;9EA-LP%RNZH;XP.F=0!32V^FC[ ME1$QB[EP<*QLXGJDNBUZ&H0]5&9!O[ !]J:A0##\B[FR]7H>8!.U&?=-&2\] M )H^9<.=(JWT)\4KK+0X\&]VPDJ,+7H.;WH:&UI=5]-Z[M$3+>7>J;Z* ?[P M5(P],L\CHC."1M$V>A?0=X9O]>D&B=/PP<4&TW'O:7Y]8C%UBK<=%SFK.W2A M449:/;0>H(!3E["TY@-XM2QI?\!%)&>8@\%V!=@VZ^R+R8OJA"!8? .(3#DW M^Y*(G$,^6CK6B%"3_U8R#@C8]Z9U07DA3H0PBQ*9V)0S$F!U(3U4^IW=O43[ M(>HX8DN^=_@@)86U?"P$]MQ+1!5ERZNB$8'F0%HF5%$0'#TLF8W<"R+30SQ1 M%Z^"0' 8$H/S^L"L4C8Q!=^-"FD%?I,*=W.;51- A29=3!R3F"QXRS [4)OX MI-YFH;NLD#Q$<,$Y=!(&4EDTT ITW&8ML7-BFA:5]1Z[ALCM8!LW.&]RW)0C MR(T"050T HFS?>:[0X*)*J2EN&7/?"C7F*@^E(,"&RZV!GMM".0IXZKWVJJ,202MOD(3O&/#PC MDUUON'JB-89Q.($R;J-GP]0"<&H%8:B?@YMT=Q!=7WZIJ=7AW[&+%JYTP")4 M"4FRYK#@0R"_0?/&,RCK/8L7)U@4EB\'%:XLRL2LRD"KW_'+>)W:*[1>$]C) MN LU%1"81ZLZQBY:,"%.8Q1=)^6%TMN/PL+<&F*< ^]2$P1';SIG3I,6DL!? MA2>LLD,VH9*.'&V<+;MP/G3P$A%ICRQHMRA44?8"* MI0(.VC)*P2?%F ]!\ E8_JRRF00D6K[@@ID4U#I<3$XW&D@S$,4^UU:(NYIG MP,HV7\X-J@HY5E#*"*:5C4J .W3U!786%RXF;S#"&!@6[[Y1 X2@*:A,%ZP7 M66\^.2I=./1;-B$.^[>U]\QPA@K +L.:32J2G!,J6&POS=UCH+O72!MG/-#6 MR[-5S*!M<.O:&HW=9OB#Z9R#RE_04;5Q&U'-@<"0.3[U1(+8W(S/LC5Q."XL M:R!=:8)PLSE_YF""Q@60?BN\8&+\U%?5!=;;&-]A(FS6[I$^PZGK R[R:R*U M33<^)KM_,5VUF*[S7DK"XNK1G6AR0XXF=<+"O8K@>7&GV)0/LL5,VP\?;&VH M^I&&JA]\,Z'JOPX*_%9"-.YL/:\GD[T735Y=0E1Z8.@0M$8=-&-^!9&MGY=. MA]T_&#AA.+@W"%+:1"C5%%-HZ/*!BL%-K/&\<U/#E^<'3IC%JF[9]@?BA847?\1H LEKXZEM:S@ M)MP2I2.X9(W.WQ+YW9A:M4MLE9AU&^8?X%.-$\S6#*$W1B4#E\'%+E43]^ ? M.V_=W$1![[3U'D22W$/N^ >X;P3OO+,;8L92TP"Z:&KPPZLV^*1942^.JR!\ M!-7_5&()",-9D3=^Q;.U,Z:[T@X)B#\+F.6IX:Q"P[+--%-U3 \E5= M6;P_G^,@Q1&5&U*U &'5B0D5K:&KLD42?\M=2(@RIP\NI$4(JBX:^J1>=,AH MO4F0-[2P/4%]GKT'LJ$[UM6-0;YUVYDZ@FSGT@DV]A_!(D,N?85G[5)=G3BN M<";WNEKKCPVD4B))O!S+2F0RAJY?IY/ALK 3$?J/BNOZ\F#HD=/JO!QJJDL/ M&&'7+0["T306-22!X#L>X4:3R#NB1)2$R.=.(6!GD1I-6S(J7=\581OW3Q6Y MUX;O^"MD&7%O="*(K"DTQ:#'3,@+\UGK?_LHU[AN=PT6*_Y:A+0)0B?G@U[7 M7CH=O;:]F-"698??Z&=[T!"NK6%)95/W-PU"=IF)IT8K9,3VSP/6$RW@E8QO MNBQJ5_P8H.IBA)9.IC5%[[93MDPB;QG3>1Y22L!!Z; _!Y]>0$&2?\?'>PQ! MES929T%1;_Q2,Z@U#ZV&!&TV'S4&K\R:DEU YGYO6A 7V$@WY;4 M(4U?D.NN3>>XJ&EN)11>ODT>5[UP ZLT4:JI=V"&$W[\B+52S 6*B Z*5_*; M")-0^\J6#5.FLA&?I9M"Q8QTW#8G%LK"@@[SR0;S:U[H!87B.:&,O"@F>)=L M%!!?!\3??@GS>PWU;_KU0V^GT#TVSS]BU,U?.L(ZK3D%"\F#)VY8*E@>W"7( M>1!@HW:M-C^GO+KB M@08^7N9T&S)#!)$;2]&[1G"$P#X2#LGQ<0688J49LX\V:)_(\O81Q[]A56+W ME2HVKOCI)(MPL"1[R9]@ #% $OA&5H@VJ$R\&,N=F#+"EN-0 #%JPD0;0?%O MTZ^"=Y5?STP?%C$&Y5C2,G2TB"LL#-.&V^GN9RH "ZQ= M,*5UQ+%8@==7U5R?J]0\.<9(E?IM8;*SLK5,^>T[C+"RDQ! V$/%EH%B7FQ6 MMT+C7%"CF@AEOL3H#>WC%H=)'VYMF/2QADD??C-ATN^(WB]T03RXR>Q_>OWV MV?!U-CP]/3K+AJ]?OSTP1I4"I?4V$N26E%JRXT+8%@(8EI!NV@47/@BM=BK &O;?2$*4IA%AR!*2] M']22KB)%G8>%KN=21TYO8H0&ANBD#%;'8SQ',W>B_%+:;_G[70(N03 :*HHQ M).U=B5LVM;X6L6V\,=M,=!L/]@\0W_9//N$\HP#:=S+<'ADNXMD#-MS!9CI< M,UXTEOO?$MXDCAW\O=\+:1!U/_+;!]6]52*H@5K$SY5_3M;G1UG[Q]?Y0=OWGQ M]OT)WMG9\-G;7\ZRLY='V8M?WCP_O9L].WIS^/)D^/Z5^]KSH_\Y.KW]:]WM MVZR^(C_9E_,*[IB4HG1D1.05"HY/0?!9>&>2)\?F06TAQ)*]!&3(Y(01&GX^ MQ_LI]@U/7]^?W=U SV9T;)\Y?3*%._>6[QU8U6>SN@8?^B+[:5:/W"$<7CB[ M FL1CC[N_7+JU@BK>UX6DPODM&I-;8"-V0Y,6R3R#BVW%7=C<6367E MF\UI#?$6K,C/^^_V(6AVX1[3V\YG;AJT)-G.T BFPIO$"? R#Z MDN]J \ GNQ$C1P3KW[.+TF]2I;' %CO*PG+!\OY[F;?EGO^;!OVW:P%-<,PO MW5YO67=^>G:\=W2R837+MH>MN*#OPMTXBUF[6ZE*XT!%6[84CA8^!.P?MMKEU?X5-6V7/&Z=#!]G;_-+9 M-^^&0(3PZ/$ N93)N2;[-GYLT X"T2YNFT^+15=@)/[!/4#%W;_/WNLTYX92 M'\LY45/\[X,G!_L/'P!&9B9X6O+AJ%K"4 6%N?[M"MP^VMK [1,-W#[Z9@*W M?QU\ZZU&1)NB'P4%9[O"D 0J>\,H)Q$\K%+&R.0=^G7C*;V:5GN8:^QE$"=. M:[3E((7'7WU60P6+^\=9XV[IPJ>I\-_9#GZ^.R!<&"(_I W!WV_WYI8\*$0G M\V8\E680@ &UQI,-N"SJ MY#/V#4!\;PX,OVW'W,W6)?8JGTP]UTFO#;Q[\2U["H'^32C?H#-+&R!S$=V, MX48@+$%.4^K*(M2T* I'AY1,BK]*W2M:CG>K/* I]R&?!8I\P!39$#->5OGY M>3DCQC9W#>SE(FCA2.&)];(3A+42+,LOH%;"L)0@[.]#W2EBRY#Z6+I; I& M69IH%=1MF&>'%:/57MA\1^B%%_F**A'YTB1+-<"9I$=.>/Z2^YXP%I96%3EG MZ6W,C*%Q-U^Q&CP5*<.QGD[&$=?(%T*W3XC=\=A-TA_HW(-SXV70=!!=P'"> MV7R'KZ3$9F N;4#Y>>;&TU)L7>27]WN;+ M2LH**IL!=H;$LBVG"]GSO$'ZF&HE/5LU/P2YL1*''AVJ]S$ M(1_"+E5D(\6.6]2RU#AO9[J%[7(!/71:$4Z)F 1W!=Y]6NO4>OTOB[DBCG8* MU//"E=:EDUS7[<FAP!'= &>KWQ&QBS4PG.FGNT/"+,C1OXH--3>E!G!> ML*7E8E:$2>K][+DT_RK)8I!-;2\!QX1'B@(C>YZC1P+%@&ZN<--@N'<1M>R^ MO IN8>A7UOG^C=(=.+KF":!=:9T_)$-Q,P)1H3S;FM0]05IQ6JV8K%!Q+^UO M#7UFT!97BEVC*@\=:-= .1VN!\;T2-)1A2&D',M]EQTE9SHRS6,,X?DLGN)MBG9<'Z,3=KDU?TX_E'&BO"5#:7NX1F$+(TY#/ M'PO9W>UZ7I(K!WQN0#;G,2,324RPOI=:,U8E\!7 /F.7/7S:#J%>C%:@A_F* MRE#>R*[3-LA\,\Q)61O$ 9I$*8%%[5*:+NVL.U02^ [@K]X-V.M5Q>6SQ33W M"A+QSPSCGH/&4_HFM(+RI69\U$4 LVHRT0T@&$WVZCQD,'.@%Z6Q=9:C FG\53&Z,S@U;#' MWQ[P/TD\]FB%$:BR!5D)GV*/@1(-&4AT 95KC Y[T5>3?MQ'6I:T/;:PVPZ] MOPO+.@21VF)!CPWB^;>7A'RP#A_; .L2I#,VF/S"1/Z"3A=J[5 M[%D[P9( \6Y:SG+G.RZF M91Y=UK=P"'_.6VC%7D-OK=;O5_F MG[SD[U+9X*O]#9=][Y7HUP$NH()CV9]E+*CX?)P8@F'R*E)+]O%PPJ&CB-/K M3M;NW[OWE"%3-3C-:#)KW68L[.KSXM$%5YI>HP:GR05W#Z*'#&SB8U1W4QD>=3"JR;4\=E!I2;2%RVGZ5\ MQ C6+3A$ ]J<17Q3R+=IMQ=HD$+ J0*JXI53@MA6_?32_1J06:T>(G,>Y 8, M)76- ATV%(HQ7;.I'7C+B8NI4Y\0.47M^ MOM8;5IV;RBI[Y6YM\#/;GJ]R4_WW H3?_0V%/ZD %;7,VD+?*1I0CJ#ZTA"K M#Y[[7_E\\6-V@C([1)DUA58;/)U<"&%"G98\ZQ"SXB;MH<,Y67;A:>X9,CGB MF*6"ONBOW=^&&# )ADVSD<4]K6=+BL6 H>:D^I=GIQE-U8^Q;P3ZM70RS%3I M-94.G)))*(O+8-C>=O'?7[JI9O\LX2&455/+$4X8KO\[CRS\1[R3N 3!S2(S M=C__R1D,X-"=NI/69C\_^ZT0^\(_0%M=YL&!?"9MYW;,\=NEXW=Z558C.('V M\+G%/2EF(SR9"MQT=@9839]KR-PV4+R&C4U=1C!^%9"#M T52*0KGC5P-JW*Y51&_ M%XW3>.CQ<,.D&[4PS[/A'K4G);=I7X>L<4OWZ)>0PGU5,^B"&;U13L-]!].% M3P0O#0(ENZXHT@J #9TG?J7HGH*H>U'))=6NM[67Y%$[?FW5:*1]%I>0"M<>0KJ"3A[L LG.8!.(^?E""@L"B(M)L:?X)&'[FPY<:_*?."L$C<1 M@*#2*?:/4\TQG A,"X#"!\^[Q Z)8Z<8/D'WW+$].<< EUN^-.R*_J1P\^Z MC;W+(<\ER0^^M#:.N/EJC9X;6_X'!Q2E9+$/WB@W0VBE!U\Y<[*_[L(-WLON M-YIL'_$_\/<8HFCL#294UV1)O*M1PLY^,GU+KKWQ4%VW[D]Z#8XYK_ES54YQN9"^% OZ6*T6I??;-R:Y[VI$2HS M=0N]Q9P63[8VP/M4 [Q/OID [W=H]-=3X"^==BF*1?8*ZBN637ZCY _#6"/# MQWM,;"7S(_M:]A'%5RB9BN3K6$'<)JU]&TD)'@O&^T)57V +4^ W>,R:T#+1 MHW%_=2CFI!$$:EG"$L)#J8"7N.!.*- '4:'BB__9="OHA*BG&]T+N?;^&><+ M9T8*I>G&.5&PXC2G9-@42UF*$$)-CP]%6V M,W3'&%?3QVE>5?75#,I@=P?H>1)" )>2R2T0180AJTF!:!:T<##5/%&*$"Z; M;YU19ULO _ZV@!I.9X."#436;=FDHLL !8P$XOJ[:TAA?A@UW:A\^:3")&OO MLNBM:]PS?<9ZG^S/+_@Z_>79'E=ZW7(U^U&$1$;2Q"!/,G%"1RS?8C,*T84( M@5)P,1P?4_* TT':247SD0"2-8W DB[.Q[A[U-EM_2$A$!2.!Y],L3$59!IF M=A22-@B@X.Q3$E"0W!5^CO8IN5ABR+#2^+)ZG6U K2ZH5Q(N9W*@*G;_FQA] M(H"$RX98LFJV4C((0R5"WO9,JN80$>XY/Q 3:X$CTLX=W&0@^\!#9%">[N]C M9^6CWVLY;JDO%MT4Q/#B+(0^V!*P,\+!&!7A*1BX["0&(WV'!%6!'2)W;QU6 M\8*%][QLH49[A4!8I$!86S&H0:6UL\:KP,DDF'M\<5F9Y.;QV20'F KT$J*C M,\@8\>M!+GE50<\19%O\>Q@P(I88LD;_^\Z].\ZXG,T60()<7>B_6[B<^-]H MQ?[W';!BP9;I&O@_R(( C_WO.P_N>"L1GX*KO__$YNK%$GYTS]G%=R !ZG;B MO^^,G-E?S]U3_^L_#A[?^_'__JV;1 \_@(*'-9_=Y,5L=5=U5<@_]NBM?R^-=?O.U^AL)\/52_%"6[6%2BA..VW^,QT5Q?I[2-HGU MN<:/^8,*:FU>V/JPJ=62%ZZ?W@;A.[CY*OZP>0T_34G<^*V/GGS"UB'YY^?L MW8\ G^Z*/5"CA3MF5TV^^(/[>6__T<%-M^[:5;C_X$\0X*^P"/]YTQ6XH8Q] MPX+\^)K7?A?DOZX@W_B*N[=N7?F*VX)[;%,&\?]ZY,-LD7/?VGWX7KIL*UQ=3Z-^2 MS]++'O_)GLO&,_O5#+YK[HIOTN![<.\+G_3O!M\W+,C?L.=R__%W0?[NN7RN MYZ*)].]NR]<]IC]\MRR_NRU?2[@>W_\N7)_DMOP-,XY?O+3D1FBN_Y.]+ZKB M2GMQ_YQ72Z"9>8 MSN\_&&C?B\U8]1 1H#RTP/&'337R<;>D/B: /L84^U6. M%#1=:VLJSPMDDY$V9\BD<@E K:C2';XGA%B:P6<=$"/:1:J&4U ^".>]NL!* 8 MLST"((B>!DU(EDY4\X[[N32\[-@,?CF&Z2(I5U7LX:"I^0NB YHBAVP>\X#H M,*6WR9S2ZK5]+2$=E+P-@ K,#Z#<75M0U80L:$NB-?9&A YX7P!.1)J3(ER.X!JT M.3".M^.N!B@#2<-!)HU63A!KQT)RW[.<\%O^P OJ!(#BMDM>F#&NM;34*GS: MO/0%]2))?%ON$3JA^M9PP[JIL[3+>'<#+^"A2?*"TV-AT_/!KN]OCP MA ).JB*8+0X;T7 ;K*#/QWZFGGRU;+8' \G]@HBHM M;@D._,U6[VBXK_QQJ%*P.A06Q?#F^8$QTL8^+GR:+#@<6B7[Q6]&L*IVF_'J M/VPK7OW1/<6K__#-X-7_RH0DM]#$P#0P&B+?5@KM]S\AK%V6.7# M.H*9^K##E]1P(O/'/[-3[>8K.CQ@&5?6(T\-$!A[$R1=]$I3B%S;:7U5R5W/ MUR^J\[Y['0Y1_I%;14UHA9U ^:\%DT/]!3MP%[U:@N;OTV@ MP T:TM6-F"K!+[0$KL:NYVX"Q+R%INI$?M(4Y7RT;+![9(1H+1N&B59"\RIF M-.[(!!EH4INQP_?.AR)HX([+Z11>@^A)-\%14U\2V'*LK2E:Z?,^+_AS'(2; M>?X1_@=;O@$DD^JNV42 .JH+ZE>"-FS^<<]=@\0BK-7\3-7*SPOZRDMC8MLR M;B8P7K?K38?MV9C#]*-;5:*W:%;^%VP<+)O&]\C4;XUK6./(Z!3"G-VXOS32 MV)&I3HX%BC)NANV<^'%D.Z'^\9F#XP.> P'@D1H1)$V28[/2;8A/#?<[[; //8')?V.;M2V,9[CFES3\_$LHNIMKMYUU$.I= MD@=L8(@4Q-L :OY<%.TGA*@W7&[7!:EO!+1%Y?\F!U(+YF\)MR^BV]L:(/+! MO<0V_K]]-U@]#09^]?-N" M[?X#Q_9+(R76K-OVHKQ#8=L#LPY:ZRX+S2_\+Q&)/S:T)X^^1![Z^JW^.BFN M^S??XS\'17LK"_&?-U^%[8:$?Y?ZFTC]DR??I?Y/D/H_%87QU>_*&^$P/MDZ M^^/)\B]]Y->^GX[\]I[K@_T'GW&NOT!6_1LZO-\E\<^1Q(.#[Y*X/1B/&RIX M!#! 3+GN9\\:=U[N!78.Y^UQ0M]IL: .-G$= [OT5R[\;.'YM/K>7:NJ;/"@]%J+9DZXCE M\R'GHY0JRS.0FQ8%$^W&<)ZD^0^XQ)-] )#C9C70S@9(G6->B]@-\Q8>I?9] MF&2_U@"[F,7=L5PHKY?N>\_=RH16';/BZ:I!T+Z M&.^==*D8R*K;A@I?:/O\,)(["+24O*8!X=EY/E[.@!:5EH,3=N=,J(C\Z,#] MF#NL _E]VFE==GIW4T,D26-(!K02]70\>N7OPQ:P& M&7A=M]FPNB@0P.097;.G]^[=?[11G<6I:=,U^AH)"=M2B=9+M*?Z@OI.UFG? MK4J33[.7^]DKI[>=P#3"?TY*S1\OUFE$=\B^[QZL?W>B^O.R*D [ M';@CT(9/3W$.1BV=M@Q ]71K 50'"J!Z^LT J+X3?GY]%8I =:L3H->0L'@/ MDI]1DZ6!<&1N^D&-A)YP ^$UR;^(_AK^I)T#?F&<+P9"ZP>R3828@3%@E<44 M->VS_>'^6FIB]VAA@"3^_2X'Q-@D[GWAEO1D'Y^DF*GAW&G[L^7X4J_,YWG3 M4><,:,E17$!?(VC0FOV&_]'A@UD_J@WQ.1JQ"9^W1B-^^YMIY^DW,^+CO%$' MJ.7(.1V D )L\$KV9^#W]G2\GWC2V\M9/G4J'>2BLP\=>,[]=],R>Y4O%O1? M9&WM9S^[F793N!_V@?J=OOKSTKG%7_4SZ',UY>N/]+CY:N1KJ]U >FQ^2[GPVAILE] MRWEGO^8S[$A<_K7%Q2_#AC/_F-P@)=SVC8:\,UO/:W8X^HL%?,W.[9R! _P@ M?N^4FA=91:#=,?J.KKU,1%#[5\%/1=U<%!W@HV.5 X+NQ'.>7U1Y-E[.LUF^ MG!2##;^+!YRFB78JT9V#*GM=%']AB7+_'Q8@(4O#Y060,$.KFC\N31)?!P9Z M_]:$)"$3L9B)B2M%!4QD@\1I8^^6TZ)>SGP-F!64TPZ;[KRY6*Z*[[>1.Q.T M$DEY$(5P_XN*P]/@O2 1X874NXN<%>&-CK2MD1:-GHT3:XUG#83]#J?U7UL$ M8 $2^^\!WW I?$D9N'_@7\R-!$CKP]=,D+NUOF28TO M9"$W5HRG53VK+^*V MB7^^RR_-<4T"HJ4\H23-!MA8K"D)AG\"M0RY^]>:1DHJS)C_^WMV_?.SG>?' M+X:[?^0UV<[)\XV\G MY01+YF029LVMWY:CMIR4(*_!\IDU>^FL"BI,.JZ<8;YS'?^)YW1@9FZ8:6Z!(R6E$)V2UUU_BOX_N?3/QW[]R >UM7!!XPD _&-7Z M"#6KP Y GZ!N]/P(/1I4=A^ M;@JOV7I7PT_8/I)UP7[V[)H R<$/$LZDT>50&UM4R7>[BVT#I#_>Y]_8B;[(WX)0\RZM+D\"51G_HR>32PA:H-AKH#@Q+.JJQ7!&- M.>U#XSXK/V#[3NJ@>O#TZ4/L#D7,P@,NO68*0>5^A:<2,=FZ\.;4X->DWA>81C*\.S=P-E8%309<\.9 M.:4 -;]0#(7>)39!'3G1K;#3#DK,TZ=!(\M$4W.W4E =K*@![+\,B! X-M14 MVK-KB"D[R.9.''*F<0%GH9[/EY OIV+PG;.3L]W>$AW6 )@!$>+!.2/,K2V( MJ!GC*18G#XWPTO@VS@/ZNW=7L+[NE/R OZ+G!YM@%O.#.\QNE;DNN^4C(\@. M.P2(Y>"LC00F.RV'M'C-U M$ZSB8-8?/"\[OD4\K)4Q]7)MC>9,K4,\+C\OE[/KM.',^>H &?SX> MFOYYT&?.]B_G=YK&W:&:S+C2<@3""@>7A5.M'N;HA)X- 9E?[I<_-=_W'_PX$=GWBR=+T@ .6@J!L]XYQ0EB9M782$(LK[F&*6;R&C;)Q-?->(>S&2QI#A:FL_K V/-A0):YDQRC M-??6]2:]F6("^9R#5L $KGL:=3P'?JN/P#DF#2,5IV55):28W A7B::>;I"H MFZB;^CG HKB7>N=E1K!I;HF[2BXA$MZY7&LO8*G<$;D'3X> -5UIO"1T2MBX MLX_^%2-V\N"4UN21:?MH3(H^.\U^*_)9-PTBF,D%QN5SUH9[&:A">S9)7MWS M0/<6.6K??3ML%<";W&\J:!J ?^[O-Y8T"->!F/Y47X'H*/3B)8 QW6;RMO_# M]JF7<"$$H]#HH2U>SHGRA+-7$!(>MLJE 5.%+^,28J;PNB;G2KSFE8"H$D;J MKW%7D BQ@ Y^,R;QP;"CNB<>YHD"/G?'OMPC&1TC)4,-OX$@4+_IJZ[3E;6J M@N61>S0Z1Q0$-I=C6OC]";WWQ(A;BPD.DC\JM:)![F_F\[:5E=LA\2 M+Z!>[) $PC"C[!W7 H%BD>6RLKCD.&=J#W-L"@3-= ?ZIU-. MY4-\[I].OOJ?N-^'D6$AHC1?2)V#]O;I07]^^_+PQ(G!Z7 7H[I_S^*_9#OX MES V_NA!*+*G[GP5V<&#>_<'[O\*HME79PRA) ,,H&\E/HYSYAN@JQ<@UZ^1 M%@L3J-L<+3[8VFCQ XT6'WPST>*_#EKX5BAMR4; G _;-P,QR4D/D9?\@\1: M$S] 0FWXKC?(X;OV68X\V/W0[1WZ MY,[NP#*,04U-J[9CWXDXI4S\F=-Q%"Z%LE[48*@:U43488&516]R#WD-S^4G MO02$V]#=1'D0D,.OQ(Z,LTV 6-%Y)P!S!!1"W@W\1]\:IP M+G&>"LW33@Q)B^/"H4.FPTV#I#)K5#UCHPJV2'#=.R_=Y# 6_U,!-L=BNB*S M);*GZFH"89$WRXD3A.Q].9ZN0-P]X"8ENV*OCF=U6TA5K!]Q%1?DWD36:;UD MN6WJ8<@B!>7%:$"S1Y,:&4A(]"H@8ROSZ"RE'%7\'0D*KX/$TTQ25L$G'&;O M>RV4GH'X%1VUG80"ENMLZ[=*KK? M@QU\^R;>Z_QWL(33=;@;/LQVZ,/0\GMPSYD=X\OBO,#XT+N9^\[ V,;R7\Z@ M.#BX_^T8?#17)\SYTKE>M;./,/Z!8H/K H*G,INL _\;:[ !ICC@^_30NUJ/ M[R8/98 7A0\64;3#^*U14/*\!"U+<;K[B;/&&TC7UA,Z='[X5]&=(ZJ2B J" MGHQ=&=NZ+[G_DMBZ'C)T#,E\![C1(( .183KT&+ M0#"4(A*0^<5]S6DB@;]=]!5?G/^*4YWE]NQCKA9S>"= M8+80)]V/MH'P["?H&$=0OIV3DUW2(F_@B5>H-%(8X6$"5'R2CR&K!$_5DJ'P MS:+V_F^[7 !EQI.'/SJ%Y/X[A@J?+MN\JHKLMW(V6\XUC_F)H@]T_M<)/82B M/T7J'UPG]3]07-V/'/:W-_"!'@0K_=CI .)^#U'3P@4MBN MJ); _4KB[?,)?TB:G8V#M2D284V*;C1U>GTX80S63GP<31/O.B2G-Q=-62!7 M[Z1H+V$B=!E#'(PV!0Q5IK[.3D['&#R?EHL%6GUG&&2'T;Z00KLQRNH56_X47'3[)4;434N%VSY\;N&B\6,\^39, 0"Q0*OF);L!O/XZ:TAG!^D5-BD#P[CGF?Z:K MUBBQ&^!IS]\,]N[&" MQ&1Z]BIOI^Z7EU]:-&%,^NQ/$=*'-Q12?7A*C%*YKD^0UK3\6$Q6Z-K)7@2V MF8K53_)P3+##;0GIR"(WZ9OS>KQLD4E(L.%%5307*YN!79O3]TCNI-?1'\?S M8MFU8RCV"E, T:YAV%K 2YU[SJR$E.D1C0S*$=T2==+VQ8>> <)ZJ,D(>WR# MC"(HY6?<$B8W^'8X\^[A@5;^-:> ^JQ;9TC\!/&,RL?@3YW-\CJ_:M#1L4'S MX:SXZ#Z):]+^5%WLI/A:TU_F9#M=X#O MGQM? %40& A_\"X)U'9PINV=L@?Y6- "QHM[74SAQ#UK,!$)/=#*G!2O^]XK M]W\"94HV:J W.289U ]GSYS&]*&?%P:&,E18V]HX4.D,L LX\:Q#56LIJ\<_'@Q#T:B+_$3TI9L $!L]L*!KZ!&(\>GLY--\5L^A'G$.!L@SP,^L8MLD/D[].%QX.G[.%WFE+B/\ M/(K:]7DY@+JLF..OY5/U+9\MQ]@NI#-'K&@Z:AED(L\2@MSYY=7N[8=GW_U> M5'FZ6FE ,=KKOI'MX#>B.*V[?M_ES64V_%!4RV*0_>!YQDRT]I]@1=S_AN*T M.%6G%_/&:8VJ MZZ.-)0Y#ZF403IM>V"-Q]>?:M#95B/5;6PTK7;S\4*!UVKQ(SH*5)' M6#IW8E84=C(%L>[^;Z$'G&=!H#!2-TUSN*S@PRL;_.2!4TJ'-A[OTV)BEHY5 M<__RG3AOX:)B@#-,$BJP7Y3.^=LL78;1,>5*?XXXT5NOWT5B;YP6LP6=#[=J MU7B:9@5F@5KY6QFJ7+ M+H0S#:XZ*<.48(/_LZ 5,J#M_E%.QCT[3O[>OW?P MV,X3+V_W4D$Q]A_GL= $0\7.KW"7Y%=R9S^#RI7C29&S?+B7/"&$Z_W[--A> MV;:ZASBF^ZE0LSD2--:K$"S]I:3\7;L:3TVL*YN7P",$(.XF=U_&*24HPGZN MI\@2]5-==+]?HP3KO?5DL5]&$3;!0#Y'%:I5!N\F"^$%&TNT\U$Q74P$&_+/ M6F,YL(]3L?O1LL0*9ZEN(P$((OH^6D?3O.: KA^@TSI8Q!*D6<--EQVS[@L M5A99T0%;W+C6,!&"(2 O-PAFBV@JR M,UK<-3KJE8A,\TE&S/![>-'J8A&%+CQ5>Q&W7/#G0U?.<9A-KDHHCZ/9^]EH M@VC9R'&VF.58^D#@GRYS)@MTL38&!5^!;L#81]F77;A%EK*KNJ1HYABR\V J MRZ2H( ,+=60'<$&"'8#I@O(KYHM9O2)8+Y"C8EH.4G+$%,"'&E\D XS(]^_K[+>5;;C2(S=-)4R_\;#OW M2?T[W.QNHU^"30Y+C;X8EO! @*&J/W!W[@I":?654[:Q)>9LHOJ\0UJ*@A,2 M&/*%5<_>+YV7)!^SYQ@(AH&6F 0'P$J<;"TARR"($Y0/?D$093BND,!Y3;)D MD+W*J\6R&=#W0AZTS0^Q*SF@95YB$'\_W'CPZ^' ?S]M(-/WJPM='H1QJ- M?O#-1*._ XB_:M.5VPM$_ ;U :=Y]:]\E0U7X!YM*-I":T$9W+S' "H+_3=Q MO;0M"EZ!6J/\A&Y->,_=%KM_ Y C,,DP_-<4:;\+BRO#(BB&NKUWM^4LQZCC MYN&#\W#TE@<]N'[4!T]_8.8S?/X7'#8FXG]VE^JRNBQF?\:ZTYN^W!0@+9"[ MH3_;!\Y29\==-P?OJ'["X!]S_P=XPY<;^\]UA42K%_FLV#SNFTH*4R;24/&Y MZT:+'3I20_UZILF-U.G1R='[GX[?_)2=#-^_.CH[7=N&YWN)U\9>57]4AV]Z M]N9"+_CE"OKO7/D>%%@QP7DJ4VP"']$*]EYG>^;@DT#N'W !^%VM[39UX/O9 M_0?TT+J5B/1 MO@1] LCD[1%B2!RG#P23@9UPB\!1M7L_[!&; ?H5V"H[44-S<*^W$I[S\%K& M]5^Z?+K.;PF_^;X6I+V;(0"[ZNR5<^'<'S]LJ!BZ=A/A6?JFYX*U4>-1I]=6L9A$6")WN&[A?+V0B[0>)\9[GSH=UQI!-D*%9,R;)9 M&"W\XENLQV,&TD$:S=[W4W^GMWTF]F.^^9/ MQ_%'42+2+1'G'>]#6?:H7C94(B[D;\.1_[^;V#['\>O7O@/FD* M*-;^UNZ4Y*KL9S\Y0PM9,*9TQP@>/3:=U/:ZSL!C#4L/9!V5?/?=@$O#)V&X ML%(.5J)RWR?9+36M.;D2IZ3M<^?*G99)]K*^R!L@!I Y2K68/:0#YM0'0A8F M:B@#. 17*-J L::DH)\:F/(T,'X$UG0\,/TOR@CY&^,UD O39 MZW$K@Q2C,.Q13'4RC(I$\,D4JEPL(/I=!!?5NOT,,;2>Z&2):6'JS\;025PR M,[IXD=:0W6B6^.<9T0I/C22Y*0#7]4&7Z9@+9 MBX>O>2]BYV#D(>2J%R(ES%7188>ZN!(P,F-BNSA)$HXSG>47[;1<1.AJMI"A M4FH.I+U5G9W5U40P'"_>GWRR@*U92ZW5_A++B&-,H;R2;N\+YZHO@9VD5U;) M%YIW?"E][W.6.9T)\[!M!BX_W-I0\6,-%3_\9D+%?V7@\I]O#M_\D+IKX+9C M.&^*I5-PH!&>%7"#)N",+27!;OI-I^>>'0]_S-"\[NJ+ KF;\!J+.=7C1T;M M3>\_O<<@0^V92[JS75<7?N_A'[3H#^NJ<7?0$ +PLTE>37.^/Q)5GPEF^CZI MPI>Q^V%%R8R182G7<;PK;'Y'W]Y,'2RPY7!@(?U@[U*3FQ)AR@@S$4ZM %_R MTU'BYH?88$1B,L@ 9@AX&XE'(Y5: AQ0A\55\6HZ_PMZ:?4X/=:C##A='?): MK'S\I \Q28TU_?PP^=.OR>7,OV>OVP1:TKG*3Z-=3I65N_7GD(Z3+8]4-%KI M'3&>15B"0^>-:0'7_SC?"_TW[4]XF,_&RZ[+!P+1IO*P$L97@MT[6W54(FE@ M &)!84B$W"S@)Q7ZX/6 R@ _>>OQCG\ MTW0-@059/+/V0[^.8('..<-R70$ M'&!:-8=A[QLTF]^R$ 5.UWGK\[)KH/^D6X>5.T>X]^_AA)"&&K 3% MO-H0HN=TFRWXX@'%(TES"PU\F&H!P;%V2B2PF'JHEPTVNDI'_WS2%"ZOHF*% MY.:'C*UCKO1IW297>>ID4=):$7!T7/&><4.;(P_R>-KV3=_0&5V7LY!9!)ZP M^9JG6>,BZAWP=.5,14C,S2/R4PEQO6N')L2\F-CNO.[0*(: QJ/CR?9(B^?_ M(8P5&*02IRY:VIXY 2]==N[9P1VCQ6QES]+XY92:E^V-\P75M&4[0!L.2;:' M?KU\/:1_>[K\S^ :#D^W\_.YD-XP1]P_?NY/; MAC*^KZ%C0!3$[9U&)QF4L/^DKV<[]/7(F'D0U8-1/O_!@P?W>@5A!X^_N30^ M31EBU>X0?<@AC=!@\^\@F9^,5M)/(6P,MIYS+9W7@*/189QV$$?L>QR&[R)V M,0UR'6.46+/!?K%S%W+":9/;,)"/S^G3D^)C">!T8'.F"^HL+Z_R:D.KB"BL MK_%.Y@B!_]5III6&Z4R!S3OJ#[[)P;K],,%U3D4%*V_4A\WZ%\[BE#OZJ,G; M^3+HPOV^=F98,P%/YY5S<_)R!BB["_&.^UNHNW_]%FH62LKIUD@%[*#_*2AG M9-A2;A$I+V7R$5. VU/"S->!&/,,'0]!9+_++S$1E'#:^;SST@[8?<1%N.H% MB?]V:-HU=-FPN*BKQ#VZQ8CC1UL;1GZB8>1'WTP8^3OB^&O>W&I';E+$@?9] M2F7R:65X(TV8*6%]DC+B,+"E;A<)>?SF[.C]F^'9\=LWP]?9B^/_.7J>';\Y M?'MRU =#_OF;EZA;WG_G[*OTW[.=WM\CB.2] ]_6!@)P;_)V^@&ZV3@-]R9[ M\.3^O0>?6%G_HOR(9 5C=T_>V)8:8&1BM'*&N!.9['EYDE]\@]%X_R>5U!$Y7Q);2J((/M>NA\ M;PIK3+;>XI()(://QL )B,39?@7CDLY1[6Y7#C$'[T7$NAOP) __#M5Z_?<> MP\'%<[S(Q]C0(AC)#)M!XKM,2/M&[U/_<"^J@N9*,O=28#2=NT69K7I6)(1F M+(T:D)*0:^M$-!Z/&<()LJ0RI7@PGIB]3.<88HWZ!P*C6E=N%*L];7;"H&T4 MK>1V);/C_6>OZ<>16.=!-ARY2QZBU.^+SKF"R D3?@.,ZO[FQ%F3Y\6HV[ [ MP=2BGCSQ.)./5D/P_V?O6[\:1Y)\O^]?H65[MF#6N/P&JA_G4CRZZ:[7 -4] M/??<6T?8,JC+ECR2#$5]N'_[S8C(IR0;0\E(MO.#I!,?;JR>0R>A#9M?Z73%B%)RV1]2!,^]4^*V =C* / ]P M[_PB9#[Z(I:#O\P]#IS6.!]4U/\$#"'^"UI)30LJB+5E5LL/**,U9VE(5?U- M:A8D_4<9LKT+@UW-E?0S09TFF:B= G86Z4-Q%J6(*037-[OWM+51R.G-5%#L M.,D>LZ]L%?C[\(J];)0>JP#W22QPPT(-E5- "TPPN]68)C94TDM-F"-*.9:2 MY$'06A'%HC! WG6?U3*-\<1LB90',9 G88'<-71E^E#-F_ LYI'/;-$!=YGS M$!WO+1?1S6/DO?)NW-%02]'-E]&QN44>NYW!5J*\1CR/CR&(>4/T^F,/[@)Z M81FSC&B/$O+L&AFSK^X%H6''1%5]&[]X^:EXS0;1F[<;?4!4XUC\B"YZ8?P4SB-V8&P>W3A MWD+YQ'EX5^.M'6J@FL,W?F.G,H!*_>:%T_YP_AP*WN)UBXLJ7XH6E.!ZX8]C MX2IC]H2/20JH4[((Y(QE#(4%0X$_;'@RAC8[>>X]3 M(IO#P>-Z?,.QC.O-&B%0IO*$T&A#@&)P M510(\8L/(49W//5&3DXZDG:\F'8P36[""-,; $ $-\@>;'3C.(GH]B+*5E*F^!N/G1+*D31XKE;J?#>OAF%]P.%4C8'CXS7L4RFD%F_T,U[N%# 1Q>T!&W"K&!8D"%4 MM&E@P/<*V874' FW1"%2^>%(-KQ47 ']8I-HVIS%UA<6>=?3$7(K=J+UKYB^'_..H#'X 6/XJDZ9:3(*P\],.YB8B0;I M>TKC4V$5>A159T&@PA^ 6H,- M!-T9Y\Z]/%%-X*MI5*VPK[9765_MOO35]E;&5VM3?I]3A=0[L1*8E.R)0>V. M-2&$)>@//8M&ZUDA>L'RAT0H\1#"5?H7DQ*D>,,CPCNL0W1(>I/).@4$(DB. MQ.K%W;%+[:Y,?#6289DD0E2S]MN. $HV.Z[VHW 7Y!)N5LU/59KI>A!]'N-% M%JFCWI?^#4*5H72'J0!Z#_'KA0A6(Z1C_H[>>HM7!1_FO<-0)>)ENXMHCW!. MQ@\IZWG5JJ4G;-AU?.@Q]QMG,_@BU\I>XX\L=HJ3"[ ME<,F\ P@+,A!1E6@6"%J%;&)B]2 (.IUA!5E//E19CP:[3H:K=8"R8\/FD#Y M^X9LD+M -;6>:&F'^=^@=","(TVM="Y1RC'"U![JS@G3W[U[GY= 9?+8D?6- M<7.*H^ VF6E2,\NS"EZ_?@:B; ) -['"D6U+::B,NN'H5B7CF#;<%9.O-^#+ MV84:#-2,\[4GT>[O1CHZ\A>3:46B'ZGJ+?$6W$H!=HWV[F?5$BQT!@3LC:%^ MJ2JBMS!,4%L$IS4SWWR"6Q-99S702<'KZ7_E?JUKU: #+1ET(J*+J7\OO%UI M6#H)H!H_@I \^0IW/I^6$K>5F7)01WO-"97JM+$(E>!%C;-]')%5,"-3+6E1 M/N'Z^/Q= F;BPWMLY74;49^OJ;%4NQ?R$G[-NIXHH_KZ6GHU9?(T6.7-IMXW M/@O$6#%&]E7,";DZ[[_&8" MTX29,I^;#D^)GP]\P-D6'S!MA/>!!]UGH+TGU-34G'9^=R6%>=!H]U;)-!#; M!@"A*;/$ WCWF?9R]E[V-MF5_A%NT-;@EZ=<]T4H>1JCEE)-),V5:H(:,W=\ M,#MA7_@D<%JEL2/J4'@NC]Y7#PL J0YSXN(K MY5*;P1@0Y"#)]^O$OV::+J^'X;6=="PBM4VC5.;L>4L"5(7%4-PG(H_&@%5B MXTGXK!SC#?DG98?%<&;L#1#);Z*[;9]G^0&KC62=L\09A@/9IL. %0_8JP\^ M: ]ZBUSQZE3RDS'F2::DG>XXH##$S*R'I#!59 7='VO.R=N30UGN\]8?#-BJ M3URN35#%%;M=S&AB=_7B*SL>[\[OI_OH*#21[ $3X35M#0N(%R2_G"_G ZG MU]!P!*G/<:UFF,YZXQ7V\8!M)9V3JI4HH?;A.HELC0TZT,3#AH>9=9&:?* 0 M2'\%L?@VC$"A.V(7&_ U4IXR*3S*]1&M,V8.?..1+\B'K,0\#Z\ 4?:OSR&< M&^ ;_LQF8TILQ"ZC!Z@AOWI!X _!A\9./!R-N %[[H;3D?-FFB0^+-./;]CP M$ZA/_A!A.VQFOK 1;_C'7T,UH"@-?,ML%U5C\#M3T:'.+V':.L%-+ ;68_;6 MF+WO60 ]YK9S+OIC5R1I^U'L)?UF">P5V; MVP6%5Q0@G$]SGVYT"MU'L!:W:Q?>3,YZ.40-V'QOT:!3Y@]'%YU5]H2UJGKE MDV'5!5.V"K!S,1%X1)&6#'(&/A?Q] J:1<7Y9W5\<0;=3T?8'I0^HOC^J0PA M1B!F^/F19%R )^0$LY:#5)W- P:8HWGVV4//76DMN$,X)B+$WPUXS&MX K=01O MULCOIUCQ#:A87VOBG'&Z6N25M%6NKD.)@D.)Z7A7X9]4L9#B!TT+)&6.E#9, M06<\P*8TM_3M D_XP.-<=H>)D='I0!_",UV$=N8&1('H7)FL(M#:-V&-_JVG M@]^CDO$+DZ 15^".PM%T?.6[&O0O>9%XA0?C-=@H9_=4XW(%Q*__]BR(IY%B MX4L@$,THF]'E8?80> %OR.MR9QI7#9XJ1^G[3\+#T^1I5E2I:IW<+[U!^70T M2S[Q517'F3>B<_B,>PMG26YI/\HN&:_KMBE3=XR5+LJ"RN;F7W3[3*12_"6+ M!%]QS#;6D(&@UL?F/?_.7Q_BQ8\)3&[[G/\,+*7K MWX2C %8>_SAG::EM#Y0W6Q7">0,>O(#A,D!U[+*$??9DI$]6] '(T0VX?BL9 MNL+^V?VJ^F=[#>F?W5\9_ZQ-T7U.H_V1[P3>2E/[>?1SD?^0R\$+E_8IBVM9 M"WY(YQ#8LYJ=_M37&L=X &AI&]QQ.P^_V:D19S[@B!&6:W$8FBKY5MC47,DT MJRV!B+&>6J? 6G$!A9X][_&,P/=NA'67.7,]=&P&R4'OGN(3*#%@+Q)OZ,;7W2&YF04T=2::N_GLY@I421L^0$&*V8#G^7O9?L& M-J/IDZ>\ZU>7$0YP@..<)1L-)O);&%XI&$/922)_!2Z)2?0R?@HB,-I[P=7)VYR0S4V@7-/ZE MVW0&,!IZDU1<8@'1*W!0@-8UY65U9RS%>8]-Y(WFX.SJEO, >A4S %/PG"1*#(,Q4N@.DSBP1E1U/8<;$K 9'OC[_Q'-OL M[YQM];L45E*7[=&+;]RQZK7-,VE/CEJ_.WLG;](YM=\4,/_#BR L^K-WCT+A M@\\,O"F]:X=!$H8@)YS?1E[T>0ZPT1.C#)($))32:Q"76U'/>-K3'Q?9@G/\ MLA^[E MMY/JUF9)O%DB+K4W6'CG"VH,RJ[LNTB 8@B;.YGY#"*4H<:0KJSN\OOUN\^D[ZQ24<1:*U13+;P M(9UM?&KV'LKI:3X!)K>\G!Y]^W7T[N+T&)2(2/;O8<21SZ;[X$71_?=<-YE"8/BBC\A(NZ_#,.%-^OCTBPLON?=T$1QT M+9^30VUP&2G.QTR/%MW$]A\L?S &0!WF=HS>9SEX8C,U_+1 XS4E7/E@9O[+-^UV>/K*P/)XI,DEF<",NOQ)X;LKG@ZY)N/'N*!RS!_UU M%&(B6;81':#YPVK$&UN !)LK?0S)]>LT\+BC../%,CX..''BLS5MO3.IYV"."6#0$.Y 4WOT M7N]F O].H6*Z^;XHZC^ !4>4#J/EV ;<*N$YIN<4DHC\6W1W((^_\6[@=>$L M'NVU/DWU(G(I>D3Y+B5="LRL MS\@+-WVCD=X%SW\V75CD/H+TW ]&;JZ"^R5A,I/\AA)>YC%TU#$T.5$ZM>P2 M\^!,%&I %\2@.$UK3 #T%P0;Z7F M^$,HL*YA>@9XT.(;EXF'YR4?8I0OLU7BB?>*-1[-R'4^5YZ<#[!Z2L:&@*!1J_?]?_]7L]?@_^L' V\"SOW J+5Q16Z_RF@4SK@K M+_"&OD@W9ZS;'T'C.N!L)FJ952I9G>(13+ QS?D#OGT>>R^AY@M$:VJ($W\J[9A#OZD:>/ M:3#UA#L';&1. M"CF&0%\>>..)J-!Q(/MV/$5OUW?M1J/6H/^'?Q-IA<^*2=D@#':I@)IKA]K> M24F^O(%8 A/C.^1 2*#*&B,K)&)5J'K@)K+&@M,>"1A/H1OA38A%OE L'5*" MMC_&%I8#\(2-T?O,K%4 (%CD&';XSLS)(4)*G-)( M,5ZC21@#"SQ\Y.BXH]ID9SZ#P_%?>?QS/I/Y4\#]BJ"!D0@[(8P.OG'B S%G M6ZY^ !4D55S=$3EWE8QQ$$; $WT]@?7[B=-G%X1)(?*:G)P)L'D':M03"A(O ML"T12Z;J $16GW,1L"]7$LNK; !H#*)P K'=$BJPC0>LUR R+)XGZV#DVLPGUY.WX,- GA"R(YF$7:A58I? M^W$_\FB5KG_KY6X9K@O3FH#DWU=.I%\!8$&"_B>L"';Y>I@$"._&=$@$ :,-?LF$Z"[TFP,3 MBZ^"5_[ _5 OCP^VDFLT5&$G0^_&=ZVN?)&@LV6N%B3OU_?53?[M-2KKI&T) M)VVOL3).VDU._BTCD)PCFI3BG2^=>:C)N?)Y@Y6,IA!&]VD)?G'V]HA^@L 5 M%Q7T'$@U% 91[A>Z^"!Q2F]LGT,D>O. >\;3!+0[!2,P"<,1;D,/,5.K8S+0 MJ7,8(TC937$-%="50A@] QR&)PB=41B *VGL>>1G<#RV I]#NFHJ2SQ/%=QF MKUL0:L?+#>F=!36I6IXJQ1ZJ$60$X\F) M78[ NAWOW!L^Y'/KOOOLL/DFPM M 2;X")Z1XVQCX.:+"TAE-;3WA+%#A/(CTN"!&A)(&1"R<#!F'@F[!/<2C7?0 MJH'@=M]%FPY\7L+:78!_,?%8-G<"TY:N>8I7D&4#X@D:7.,RSD[L/VP9S ;D MC(G+1=8S^8V^QGT"\ MF#H'%3.BU;A"@Y2B5-8 9"\#@WV:W@#$14_-0A_,\ M,BNB+-<*Y!?+7&8C<0-JQN$U%VV:Q:CY*MQK# ]:;&H#@'X99]= M9Q?P>MB;A3/YS-8"L7KOQ/=,@QGSC;&U>F*E^$Y!L68?H5&%3Y,M@PW(O_4- M1,04)V-"1BR8"HA%++_?W=_=:[7;D"L9@-8&O=29F+S1G@Q 2V*RAYTV7B"$ M%1S 'ME3#,*%7N\AEGH*C8<[.CFM[WQPP. AJ4XZI1P09<"_I!RE M(("]!!!#36\KKP#G@+03]QY!_F%<+>D%L4=J+'HP\<1.HEOD",3;5#PD;'I MX+XRH7_K(0788PTGRM6N*P\!DS@FHQYM<*3BI;WEO%8KG(++?8"P8%!"-QRB MVI7]:B@A3&&[B!W*P3!IR02%A#B_NE^4''9W-R$>MRN2*J&;(*8>C_S/,"\C MDA=<0^HX)#1\ 6<^NM)X L/V-)[B]1+^$H(&1O4 G_4M:L"81/XDWE(SX4]L M3I\,#S[Y\JS+\-W)!2WR(%:\M/]9S@5SX14S71;@+2H/HAS+Z5SNSPU M5U[W>SX6QKGD""Y]6_LN,O\]G.X,48GJA"$IQ0.#*')0$??GS*^S,YO )0UX M(4EV,$C&@" @+IC4K?02(6?^UF56,J<'^V3)!W7BLF4B^[#' 80)5&."A_[= MX>_ \;1R!Y L' \^JS_R<)VXP)!"/8 ;,9(WD(OV=W\R96:;_@;/3.=5H^%, MZN,Z L%Y48 N-':W+D)R$P,-40*2$,8IJ+NGL8(7J876G&OQEFG":!O3Q3+/ M_@X];F(.9!W%H1%/MX$61911-A8%=/FKAVQRI.0=X&R#D(7HXB01#S#RIXA_ MN9KXQHJHLDV-D5'("]B,HA M*N?Q_#N+MQ24"="GXI@NJ[SQ/'^5! 44TQOV2-D-E+G$(T%NZ@\U1Z&N"LEX M%86?O6AWX#$)QS5OW:V&.6_^5^DBU=7H(_1J^@/#3M3/[EO-K1B@S@I MW2VW(%"L!-&(=?[BQJ^,E5)F#O#E2+11*%_]1BU$/)W#<"2R*C1*,75MMKZ< MTG#O%4U5BR8I,8T,MUS#!2H[AP/7#C-= 5[M$#?.M.Q*(M^SZXI\XEK>63P1) M9F;A-=ED9X$T$Q!(X_!WY7/1-&^<(^8=3[32,Y'!ZB8BJPQ57L4ZA!YI:/NP M&VT-63=6KN>VE-@9V*Y\7_^>AKS+"@+H,%L(G"32]!,Z/A!*0:21XT&ZWGA0 MP4=P)22I3$04?DP%J$D9>()H?!5TUO,%IV!A1 *6R_D@A00YJ3";DO'):TPC M88O%7P @_ TFJ1SH1"#. ,(*'.IXPN+7>WZQ!Z M/7RJ>=!I.(?]Q-F&?VW!1[9V:$$Y8]^XXC'1\.7O%?J[ZT><(F8.73H&! M]%EP/25$LPZ%:O90TT>/#@?M7Y11QVZBBH9%'K3"!! BH!NZNH;3")0#2LDA MOD>BOXAU(!/*]&>O'" H*"535\P/0U. 3#%<=X07BG>!FCFR1")C\0H6SL2 M;(71@*W1CV]P'O55:HE#W/.!RDK95++)$$Z$IRJ@WSG'S1UAV\3TAHVPG<_[ M"DF@K5,XWM_Q>!7S,FXI61@?QNB GB*"O@^@"TS"CKZJ'@&D4F=BDR,1$7'WWSVZZS)>AZ M0=XPN&I,IF'(4)N!.#C1&!]D#_OE-!#LG+LQL1$NXUWGRA\(EP>N54\@U@/8 MI 13T 'T8%R5F_DU7C5\YJ:!7%ON2C &WA&CAKR9QX+U=!)*ZX :#3J(')$ MBW8VI3](Z)>!96%VN7Q]8UD=4]-^=D8^YMJ@*JO]6I@(-2'?X+2G23A&<:_> M.0I9::%F3?*1=IV6E]MD!6%D79L0VX#C.M[)MGMQ'#)=4#R46GG/,;>,#N6* M_J&FW=YZ=WAQ?/@/)LNP1P:977=^[/%\!;R%.[KAE;..6_X88:09_-&P&_X< MD.B,4"7,P,8VADAP!]1$*> M%2-6!!.+5468RH 9[,#R[$G!>QIY<,Y\&2((IH.3B67*RU?7R:G1'BF7LU?^ M!ZRX!_7\:!2B5O\!!RL],>LQR%3'M%R@%0:CL.7*O;948:K.7N>],)70 M+S\[8&FIVI$/W(OQ)P)MR# L@4DN&TS>5N'G;L MZ]49I)#AGM!<$#R=XES)FFRM*20OBBAB5@Q9_1\!&GO ;%;H>$)0D?+#RFJW*NFD[TDW;6ADWK4T$?EY1^GZB7N_Y[UTLGI*SAYXD\28JPQ>2 M*+BE"T81TU-B?]:\^CLF'[ :=XNR21;^LAM_YF^T&XL:7'P>7">E!)?_HIU. M$^G6C._<"11/>6Z$F&R\#M*A-@,C^@NL_@;Z9CO;_/?0P95_!T?8R2$/Y<#P MY&2@C&[VX2."/6+)_W EW !*I]%TEGM-4Z''8>""ZI>>@KS-6LJIMM,9*^?/ MY[P#<]X#4]W'D!P;*'94>1:WT+9!Z;/LGXP3T54@U'E! M97#24'0"1\D-JM?RJ:WEY2@-F1\-%40F0H&8-3+N'*\<;+^FDGO4@#37-@T$ M#D%I;,IKK=WG'>'.G<;T+).)(Y-QQ'G-)%0L+V3YUPAM1JZ2W+_@.X2<#4YU MT;@&D&UE%0 9,_=HAR?K T/%Y.P J&"-\X"O7@+#J*)!RJS#"G+= M85S3C8\KS-R=3L) =^X\(%HOA"^(3:W<_9$W'(GL/Y0AQI,OKIH_-,\4HKT8 M Q[=&V]%:E*5S2I\MP8=108'[4$W;&$+WG@R"N\1X\C@1@(VG8!1Y YU4LLPUP^;@4,7+@N@]_I".P/#)#V7YN[+\2F?8]R3E MR.^(R;C8QU*GN): AX$-""N S,2R"G[.<J %7:>B-#= ),:\*X?G -T\J M@>+9%3-15XV*6S:7A@( 7)<7U\P4O>5DM7,$!U1G]$VGMBP<42+H)E.,R4K@ MEYD9KFXLJN(I2@Z2.C664"'5957C&AL#QU^8WT<%\5MFQ27CO.)8E5B>Y\V' ME7 ?)-N!3[=5X;!HGCT-)KF&;.D'4P*_&(>!GW!#B';$;:/A8B%/T?]1YO6G MY3Y/8F(T8RXZ-UE4*V0M33;RKGG% M7LP,^,$4<"&@#IMG$6I"Y] 0B;FB4 J,E/!<3#X&X4(B4JDWW*CGF@BE@J6U M[[QL,Y'-/+.TO)R&&EJB\HQM9>BTI6OP.5M6V6PR^2GO&2R?"J8. MCO500@,$JIAF']X4]%1[Z$Q/P+3C*HPTYM*>P!D>.UX@AX8>%H2^+D]LX6Z(0"25J,06]O7LS$(' M$2O@G %.":<;W G7&*XHP ]3W^:LG!RJ MH&I0/L:0?"70QQV[8YE8B6R4VYG+%]* :X[".<.=MW"WN?]#*&2NB*IMWP)1 M1!E?UGFG)4]1./\:4F4"N-V[_GB"= &W QN-.]/8A&Q0?P<1^JX#%)C,XB6P MF6T#[ SR++'25FW:_4 MZHW23M,GX9P0I@DE2+B @ARGE@7W2N))9NY$ M(7*V9ZBAZ.(+(WF?V6;8YLG6E?+?STE!0OJ;(*5,;1MH3*RYG4Q^T5@4/*[\ MKU#%PEM2^QNAMWRSO^ M4*YV$ AWI;Y;TZV,#5TXSXHQ]53\5!HBM,TCZIH PD:N&_KV[L6W/WM0@S^9 M<@<@N$!$A;GT D(JI(LQ!D!;X=7-D9BJ[%Q;C#2GX5&-H)]&(9ZBQZY\($RP MF.?YZ7<>1PBF"(T.UX^$'N)"\%M,WE)R(6%U<"JK%+)10W^ &]CN4Y0HP0#Q;,B7K:1SYLJ O7KH,,@4)(FE5>5_=G!*%\I-7 MTUGY"!&A5%@_R$DTTQ! $)C%-3*>Y>D3(6X!TS(2FHA"8D]G^*+W+R>I[4I@ MW\@Z9HTCS-N[K8)EQ&L_"RD47@ :Z<)!0U0&?$! MN>JE)Y!DG/2FCY2J&2#(9Q8;;+'+.(0H6I]7#S)2U;8)2VU":KG2@G#)Q'FDX+H!1U)^);@!;[7+]13J2%/%X MCHJ'@= L%+/YX7FTU4?BZ=QB9P/W7K\BY(95\?8<)I<8>UK?'(T1TG[EO /; MTF/-^/G!7U-4R7,\]HIIF04L>R( 9 2*-=(T\Y04#CMS9ZX^%AJZ*(@3T"T8 M;MM6-CC[_320_]R!@4EQ&=;_^QQ&#GR Q@9O32U3#3A>4=)+$$K#F,T@>+I*"%]AU>1RU=:0[)4 M"Y1SM %.0N>8@F *Z9Y < :B(J&FT<)29E8$AH",1 YX^)4N3EX,"TQ3:,,:=RIU)3T(2S1Y;40 ,FCX2'+Q:79XFTJV=$P#M@"-1>1 M\4+4QA.$T@,'N=B5V0. KY8L+_!XV2Q3,'#O M7$2+2-PO*"&N79\C"$- (/,M\C1@W0SY5*C2P8UO*M ]D5:)P#8!#XN1B <+ M:A?>!EVT#05OLP<+'@> VG4I?! @!K4NX&+V?V,J/?L M9&'!B#4J%\SEJ?1=L:?I4"0]C[@KB.+XZ( ;A!-TR\Q K477&9.*0Q,E6#S& M.902X#$&%C?J4S+-$$1WG-D5#-A/YM >2Z7/AI0 ME-S0TJ\;K;HR,AVC_-C0Y1OAI<%T4%\R(U.Z=$GC)4L34'742PD5EQ!9L0Q6 MN7N$O:)EE_..:P/T?#C0JD3-@H>$_4D@:(DQ _#::^?O:LLOF5?]S*E]DS#0 MTE'D P ;1W0Z+WY .! ^.%9W(!H#V2R9+C(BOB+<\=S\41PA8P!5>8.U/CP9 M(B)SS("VQQAI'K2]LZUTJ@Q )6\V&MSSQ M4^H!'05%/%34\/U%^G0ZNC0QD M:2!)6"PC#R,#$X^&_P""QC[D.HSN>7\'YSH,!V"])CDB[F[,B[FS#) I'% =5.5I&P_IT#EP58).&,V>4K>.7APFCY/F02G.H-U42FBC)V 96/9X#.-7EY.A)[ MF]@AP9M#69)L>]Z!9#76#H3Q#RQVYY M/!(A*\+QE_JHKO(/RR.<8[]7A2T%)#+7HM+>X+R6FZ*7)M=)4EVS1[M;)C3;0B:&\F;QUT:J?76C#O+ MQ/%=&'U6"EKNA/=$&LJD3L/-Z(?A\GBVI1(KP66', M+W4;*P ML8[*2%6\Z&./'", %C'#KXFE21A?1*T%69R"CMIY:$U!*53K!3>NR)J7_2P" M;M]3TE?(U/AQR1TE!1C!F7CRRT[L5>?#X;15;BQO5Z&G^5Y!5E2PB\F6'-"Z M[KQ+_49VI 2OCN@-<@^G-FX8(80-OK&L3'T7JPYNT@_9!' YZ2ZDP%% M4(13YO+LOI$SM8;THL2^]=65'?H\FK(5C=EK=<;?W+Y""/_=B\Q?'+)/[+X- M ^_>>>-.1>K+![JA)7=6YB0U/1^%A3W9@BH*XI?$V#'R0C<';/O=E:E&P< MAOU\L>^'Z.@K!I_?#"3_3E'G,*/_B=!X<;C A:(Y=S!@E(;X*KQOT([4CY*; MFJ08YQY>^P$TSEJ[2&* M9?:1['I-N3Y$]R%/Y./?GG7&ODB9HYSPN1TOTPV N*\WX#P,\FV,28S4K\: MZ?*0:O)39(I:BG>[JV,>WN3 M,ZC+-"SH12C. MH]D(./#;+P$Q MT!L6HXCXGL 5AI'G 5!L<*_N#MTL#D(B?\W=VO'W"&6 Z N8PL/^I@&&I.Y" M@,#2W&_$7J"$5%F>4B2Q3OJ$8N).H40QP-\S <:(,%(!#='HLF]B]X G,,#2 M!I&MD<[5D!F+*JFTIE0M[A"DW"X^P!7Y)3BVJ$H1(KALVM$= 7B((DKNF*9R M2^@HPJXG+^ -V8) Y54@(A0! A78"Q"O A,Y>0M/V.K9,"-3%!R+4(;YVA8> M5HD:@L2FUN#X0D!:3BC4;)E9I;**4M4&X-3'#%J.M4TCE.P-_.7]'\[E>^?D MGT>_'+[[^<3Y\_W'<^?TX[MCY^*7P_.3BY*3"XT>[8L;)?+2'B$BQ9\\UYW, MY'N>5LF^F/]G[K] WAUBR/Q,S<=F/X/I)&P0-C[$JE3V5;T5/7#O9.22[(I4 MV"S)9L!JOA5([$RUI:>8;=8POPG1&IS;4ITNQ"-I2#RO/)K"P'O\2 Y%5D:B MG;-<*U,H;GTFJSRM0VQPS04!"F6.H@19D5"W@<7B'!;YA4CN4JX1.;#(DH9? M\C9C(VPU08X*E28)Q=]#D2AY-;TW_^H&B@M0B!*6![<5M9Y>&#HPT*>ED#7* ML%&%U.!YE0JI/U1G19AJ5 ,,]_B;3+E5/"08"RE&_!A^1I%_>RUN)6YJ]H119&*UR.335; M=Z#W@/P66I=D_Y/621T-&!\*?Q>\8SB3'PT,/28\!1Q^M83UR63+8P),TV<][O[NWNM=ON!MR]S$M5[]_Y\ MTO=Y(7)T[6D]TS$OG1L49*;IS26'%-"AYMY2T9_KO9CQ]$@].4I_SF#/5-@2 M!XC-$4!N [.K**R:!DKV*@5]ICN5=9C>B ]IGLKXS&U"<'+ M>YG/\@WH< ;MK">$G?6"95\?51W;E/^ Z8.>EVA5 MYLY[U;ZL*ME?*E]A CH'4N$0MI>7SBKT7O8"&[4M MO$#,A")!#VH\Q>;(V#87!I9(G,/0X&*Q E4YJOKQB6[IM(N$LQP.I]0SKA P MCE5%X=180/?JHOH53F@8K+UA[P9:AR./'.(\4\WAE<_P[,9B:\"8810Q_8MW M]""+BEQ]8 $)..1[,$]]@>Q*8Y^+OJ::"-]YH(E.T,"?K7B,2V\E' M=%G'240Q&D1JF\93$UJ90U-_)A5(B@XJ5X?*=^CZOB,(8)Y0O5UZ52UFG\$6^5'JZ]%6R*U]IKS ="M M(8-8.-;'7 [J/,SEQE6(F/HH/!"M0C!L5I*4*\O?L+O\VAVA&JX!A91=5XX" M8)N;/2(U'UN0RB)=H[0TX(B2LL;0XQZ5FD!D DC6*3!;OA%6,RV:,#(K&]#5 MY?JCF%Y]JC)0M8M"OLANF]\U:XU&0R_+@5KNQ\^1\@JE5H3>[Y+Y M]P)C;C$7W*C+G@NOXP4(%_Q5%>!NS%1=$2ND-T*L&"6G+IRY[_/=GQ+DR-V0_HC"G,'#I/>T35VFN,@6_1&T\V@VC^5&LW3\,X4%T- %X3K M81\YNGG0:1 3CGE_!8$M$$T%A I/C1<]0\?3T36ZN6%>#V.Z=69@1%Z.*X=* MWM49\JYKPU #@;@X/"M;2*(OIC+BD98S#;PO/ ZL:4B4"<'1K0+APL['"2(/ M'4(.J;HE>L71)V=B!V%O!YD[XB*V1.*R-Q,J6Z#I(UU!'S'\C361[/[(FG^GTPCN7;HHGZ>-9NJX%,",'F?(T@Q10>9_1&BP M1"31[%NKN:!U#*:\3@854O\FY'QAY"I03 ;JX6+3.XCO+QN82O5 QV/BJF\< MCT:K*Z8N#/6:5TIUQ2, E*2^EPJ\G/+ ;\Y8(:(S&<>8CO[#C78A.@8)!O@: M&UQ?8;QU!3ZK4\@*A=)5^CL8+]&TSSTR9WJ=+?E; M18EEJNN2YM/E"+IIM%A0/"%[DPJ,215!N$)> Z&Y(\"R6-^'+XTH_4EES MJ:H2(\>#M@DNZ07;(<<$8*;FCJRT3'B%579T/>ECS!05IE@.U26I\715@;AI MEAD[%YD2:%G6S*SN?(S&(*2JIET_8"H%VBPB\HO<**\1/>0[X$R ]K[HQ_%' MJ=$POQ%_'Z-+.$S!!V(*"/\ZM[LFA+\V1$<%FW'K_,/[VA:A:W/U#U&2:H3O MRRST*ZV;$3J9M,V1+:8M,,?L H= ]ECAFSRJKCLW7,HRT7(J-407/=B.AUIR MYC1E@%)W&Q L*-%0G E9"(N,54XGY2F3,:-7S)*0$#X6Y5VA P-W/Y@\.J,+ M7Z^@)XEC.?X@/;SJ%$Q)UN#+!.4JEM$> <7W883&F9&/,"/3'CE6-DEQ9O5' M>WXI=WQV<7E^]OKCY=G[=\[[T^KD %%VIZH(.19N7[@H1V'=V;XX.V;_W>$M MO91?.(Q280)^7E7Q, E/M0;,+NXKLS0];)6)B&S7@$A$0#+2G',)09S=%,5I M #D1X.\P#IE@WBMUIE;5-.G:7QP(ZN.W3^7O#OGO=K#F6,.>\=E[/_(5B U\ M632(YVDO&)P+V3HH4"/L0M]L9VL",;W%G-_,]"0F(!;FQG'8)]F/ U(\8W?@ MN2/<3 393A=G;X_(70);9?)ZY),L<46U/W@$ J@JP'PJK(T#&3E40PF#CIHD.-="!8C$TQGUI*!8AKL4YHF&X"[7@?N2&#%]K#,@=S88 M9-C13M9@ /9U)/PZ@E8Y)"6A&8X19 -OR-"+M+1:I99!E3,;3I2?Q] Q^4;T MLU.YMW'*S\"VC["JF9U*I$3VK,XX*@%=2JYXN9\ 7B@D$X-SC_/N9GH7,!-S% MBD4M@E*^+&/@KI_9G*V"RX%7M4CMZ\O_AX?@)/RH?WYY?H M)G!^>?_F^.S=SQ?.V;O3]^=O#^'1*=D4E*Y7&?K7%3)2-*7#5F\5SJ,N5'+@ MR1(]901QU()7SDV23%Z]?'EW=U>//;]?9[?PI9QM&[ZD5O&+^/T?WE7L)]X. MXT.X\,SJ8Q?7Y=U5*/SN@[A$(LK[U'7C7TB-)P MU%#ABM];=?/XGFR M%R@0H\6WA_X0(-RT Q<'!1G"B>?!"=$YJ1Q0@8RAFG&PW[B\B0T]A?Q/4+(A MDE@X$(\;L#&Q/0S SP^TH+Y?NN%PF"N!3=@;XR\0>:;:LMGG<,?/079\3X/[ M9M#TN8()(T^C5![/+$Y6]V96K*Q:;N:#RKJ9F]+-?+ R;F:;'[M,_>+WL^.3 M=\>,IW7[]<(Y9,;KY>$_EVB[+K8^ !7T.)*F8;E6)LU!95%EK#2P,YCFS_UJ M/,L1L ;EKB"J:8"0GR7""B?48MWN"21!@.RFQCXQ_P,2R_S& MJ?_%@]_A>J1Y A:<6HQ,ZPD#-$F#*2QX]IHRLQ][5XD,7YIC_WO*;&B(/9M@ M;I\U;X//.S<9>7'4X"NXKZG5R865#G9DIBD-#%XUMR7R;:BM M6V)?@\5"2Y"66++Y(#V B"V(IAY@5G#GBJ:FD.-0='=&U9,*L;CYAB@/-2)L MC3=/YCFP" K)[R2F8H*6S8P,/6[#LYG'X$^""J 8/NQ#NB]D@5 ';#Z)-A1U M-!0=(%6G68D"S&6#>=FQ7ICF0APLU5V=(Y/ R"/W+M913*G>4D !FA+ M0R815(%.6\()3YGBQE4@_1Q&O (+AU\?6+SY.=2=!1_D;B75(;*D0!)N$7LF M\2Q"41'(92SD-@/4"QJ,]Y"SBSZG2'C5>3.G:UXTK;T>?9ZCMNTZYV='.SPP M=#&]8BPP 7OE;>IU&#GGD"(SA99^ X_RVO9[>EX;6GGC@"Y:KK/NS)2-4\&HHI)D M/8W:O#42=%ZVQ(.4503+4]1&JL(Z";@6-OGPWGC$@G?6VO954 5:87I# .$!QG*L<\$#4G/<7 MQ(UXI[.82N:C@5^G=T,<(30X$#G'F( MWR=F_4XY\-[QS!F1LWG_0=$%B3*: M^<.R_X&T5 MTQ RL$ 9QWVT&G]SMJ')8$0+H>X]Z0]"&0I^!D:ZBI@9[4%/I61F99-T'<_9 M _@QI6S0) B&I+"BQZ?X-[[1@0R%4X[\/V8.[%-O*7X -8VI46@.H'$MNX& M[@452!JN,?Q9+$DG*BH]QL=Y'B0'0\>"=YB=/D$U,1/,3HD%P\#*/P8^_/&" MAY?SOR<6@'I#).M]X"5CL@NRGV^)?<'>1,73=.3+XW;P=,[D?65,R&:_3AEQAV5K*O$9F=25D M'< GD1U0Q;SQ1CPM7LN0JCMO9@QG7IK4NC)7A>Z&L-QD&B\>?(Z6E34P#7,1 MSF*VK<=3G50(EG?A(BP54V30J70VM*N-=%VWHT%IE'\'N8RD)*I7-)#OR.AC0TQ(X_+ MM-DZ5[4\SGN-RGJ<6\+CO-=8&8_S)BM*X!M(D"LN62CS M)%8X.,)&F/D-N-*3*;O2L1+U*&JIM,L0M10$X]_GV2Y&(RYNA//DG&:OO?W7 MCA@4[&HH@&2[@2:/(3S?6ZF/GHG!ACYS/0J// MW*U,LHZ91L -K.R'Q=:$D47FA12#,4_R(SLME.3)'TP\L'2.LZI7M41$*B!W M]8(JJ2IH9ER-(S1I:[ZDC ^,B?(!R!4> :DN+)"X]DXJ*V#O2.&6MX MB)T$[)"L/S7[YV9(KMX:Q5>Y;,4=A'UL@\03,D?W6BT;)*V/J4W",-.W=]:\ M5Z(.+#/;F69WI)Y.23CWP2/)(1E/1H5DNI3N*^H_9?'44+211D6@N4]HB*+> M'';<[C5W(93/JXZNLFD2"6\ER&@G!Z"W08OP:_@H'$_J"K*ZL*?QKE2STBUM M#>ZH+\*>_M#!MFN2UY@A2'NMR=2!R ,&U%!09N2^"A\M1@YF8$L9UBAWD^L5 ML"E'X07O2;=]=GZQ4[Y7Z4SUJY9^HUACB/G>(OA+RD&DB4_-@8W" J##,",0 M63: W.,O/"T.DLOU4!3U/.'.0:SLPV."R@U"^(#32!MSN"3ZDKRR]#5MB50. MF?=7A/>^$^"?Z9+ILC5_'GVXFMY+@ T-]_@&R^JYRTY4\MQ[B>'8%>]5E#XS M#>'"V>*PI:Z\=5L(.ZCJ1Q'N@)!"A(*OT9];S]*K@Z@5T./=>'PPMDGX[P%/ M/HO&)%0%4^A&1PV+91T"("'W>N PZ1&$8V:TC*$["*],-7RX,515FOW378W9 M" M>,G;=V7J=W3M'[H.VI+JK*-6/9,2#? M,W6%-JL_V/"?.(UP[TJ&P0ILHG0:%3_1D(+P^QP .17&,H7 #*>H'-&'>8H MBJ)X3@D8],@;-U5698LF[PH6GOT5M41JK .T5W"VE&AN1"FH8!!B 7*>.Q\H%/#R_'H9.OFLU&@@8L_U=JTL_L3-@BXQ\'C>%Q&SVP;]" M'_R<.^1.UYM?M.O[?T-3B:ZX'SE;N?I ;4NKLA/JJ.Y.1P^^X6+=5E](NW(Y MHQEB1<<^'FKY__0$IG6I,H/3V[(#L3L .P4=GQB7 O#=>(&#A@YDYGL;CFUV#T0- #$S7FG^AE]'<*$5Y$-:L&DC MZ6%&@9R4MRVL9L+2 ;U!@=CD_(4K*T[@^T+R5J*"=^2K%E(6B]OTMX,+;_H' M3VKE]@IO3JX_CPAY^\B]D3.!ZX>^P6?;H>I>_7ADEH&FP?#0A #T5Z*?J2,) M 6?(1'(:;#I[Q#JI)F*YN5U6M52H6':Z :AC>E' YIQ_ND(W]E-A:PK)R'9R MXWS\(FTX>7%3R\:K)M;N A+^"!/AL;LYPMWEWS?SY:J65[U96:]Z6WK5FROC M5;=YW,M[[$5O2_Y\CWG-XV?>P$F5?G \4O-1TFH#4=],)67)!Q1-?./ECH7^ M'RN%+"<[DHS^6!D\_JG^)"KI*K'_#Z2V! M2 -*%E6Y#VD?0\S33@DCH1]RW ,R"Z#E-_^EYI'F&<8238H3508NE:JDHJ28 M;>%+5#-97V.6IY:/8Z#<>MW&W\3:"!%6?R4ICL+!UKCOGEJ*<>5)&'X8/>'9 M![A73!H1-:J2/.P/>6DQ!K(9Z5"8Q:Y%FL@]*T$0(&;-W17ZH'J",1FY6NY/ M7KPBK<"%PV$,&5KH'1.UO#,2CR'HLJCJ!1@/U'.0 X^!@(AY/K!2Z$31EF@> MK7S+^KL=>.!4Y'Q\ M!M5;AV^J4Q8.]*/V<:C28F@PI+[J;A^QC[2$?NXW$M!'O..ZYIBI<8L6E14= M;NM%#K)'C9 7!CXH]II8#*FSO8!L(A%9$\4.KH#YT%!03!0/'>Y L6G*&N+) MX6(+25@3_6\H#1]0D+!/T2[V*=K:43WH(WJD:M2F;,A=HK-(5M-2)6>252Q' MS@]G0&@8/H&1*^>=X7]GRP1;92)=7'*# LR'>M5C5TFZW1Y ;O#'?/:"N&I% MF@N%(#E]"2_$&!\; Q 4^M@;W//P]=,GJ#F>3_D.HJH=%&! );AQ1\-GPGU> M\/KXL6R%-E58=2"2!#_JPJ@/I7M1(%0_NGE&<;8CD/%UB>TC<%=@I#)(7U>H M/.0Y*"=F/=\]&1VB?1[>D+2##356*)Z'OR),[CM^'(FYVYK<:L Y0G2=!S\Q M12I ;_ERXU_YTG.)>WX1<]0?4NXHL9_*G_Q8OP8U'!M[60!\P37H3 C/BS@' MC(TBCS?"BR2S,3Y)[CPOT$BL]S>3+08-@'.X2>;@]VI 57Q%^%AS+V5MQI64 M@W!L!JUB0(/> C1$JJ3ROL ;[ /[8Y,(56+&W5MW+I@8.XA(R!7/D(.@Z?HT M%*A5.3>R55DO3D=Z<5IE>G'TA1V+&Q:X8W8"VG(&[IR9;#)E10KZ3\_>';X[ M.F,JX"]G/__RAOW_9H\E])0$V.G,S&RR\3I_!/O/?W$%Y+GS)!U+G\Y'9\< MLX?TP^7)V]7A^\ *HV-V_ M_ZO9:WS_'WS=[+_)(+6"YM9/]*&D?YSQVY"> >' MS)0BM9T>["97_0IX[+X%T,2_!X_X=_,5T\A(Q#?\%?7+831*D MJA*M]AK/2"LDAL)_Y?]$9RS^O/TFC..='^+IY*?MY@XC%_NABD0[>$ZB.><\ MYP=)!&_@QR#2?_4SI0R]P3K9'6*X0(?9K2()]Y^-A)>@TB!5X#7&']YC-T8- MN6E#22-K R1YG+FWM)+4ZCT?M73(KPS%SC-WLI+DZCS_O3/9C$DP_MLL@EJE M2-5]3C4"29*K2IP@DBO^6%4EHO=L=U QU3G:J/_]7_NM5N?[*A)E[]F((K70 M.)=A4+/ZCIGWX31FER_>J22UVL]%K7-X^<&[@(015^^$*A.)@DE(UY'R0L7G M.(W_7DGR-9^;?'E4<_(I1AQX\H5'3O&??X!#/XIW_EY-=\Y4M92,Y< M!JTB09_OA9#(T$B52_9&0!H;/1ENXCWAP7A)KI6'_2L=0:Y.KG\E)U#S7_V^ MYPV'>8ZJ7+H\$,"8Z=W:6R@-;A;D3"HO.H=@8L;9.YS#=]WN(SQ5S4YK/BF7 MX,5Z].YF<$SW8/9&\O1X3O'>1._FV>]YJM%J+7^D*']*""Y@M>1YS MW@_,4MWC_J[ L^ZL+-,WV_7NON5ZR_5/X?K.JE*A46]U+--;IG\"%;HKR_3; M[7K[H$!*/(H?GJZC%T^(G<6)8.^7?50><;^:77N_[/VR]VLY]XMI;3U[O^S] MJO;]6EDJ;#?KW6:!E&@U[/VR]\O>+^U^[>W9]\O>KTK?K_;*NK+WZ[TBUG6CW\K*^K_9F5]=65]]S$:>J6HT#K8JQWT M;.!R=7;YL&+?755F;-3WBXPFKJS=7%%97V6>;UN>MSR_83R_L@&(5KU9I/_& M\OS&\'Q[9SPI[;:R[-&J%^J,7#:YUX\_*BX^ M6O7]PD/_EC_6AS^V&\O(':ZJ-?6T!)!UX<3,T52*$P$(H-GZOFBCWPJK]6$1 M*ZPVAA/;%;?:EU"]O$J2JG3VR,#75(H]6KUZMTA!A6E8J\0?I>$Y'-\J(5BW-XL5-D@JSE1N7E%QS8L.RQ7F ^VXWZ7O&-QM8KNK4FG%AQ0<4XL5M\"-9RHN7$IV!^ M%(YP9CFQDIQ8[:HY"U!D6<0**RNL5@.@: EU;ZLDJ4IGCVH#%&UWZIU" 21: M5E!55%!5'0EIKU'K](JNB[2B:IV0D-8#K6)5V:/R2$B6/:S[:#;^> M2E)9]MA;#Q0U"X143?9J-0IU!VU&YGJ5ZRA6& BI66\7W8?,\F+YFM;S?4K6SYD M@9 L.U:(':T0MD)X X&0EE!$M?X2N,JLN+) 2*UZI\A&!A8(J71>7&$@I$ZG M=K!7I(/ "L:R-=-5!D(J/*W"LF+I65Z6%2TKEL^**^LT;=9[A:J+EA7+MEQ6 MUG54K-VR8HPX(QVN_0@3IK577$'+MYWDR=B#0:^=MV[TV4MBY^3?4S^Y=TX9 M'1X^X]DWM-N=38Y&FAS-SI(ZD"]T<-V#1YW>:F^14SUZJM(HM?+"=6EQ.K76:SA(Q. MRXB59,2J0ZBUZP<6@MSQ?K:TRGF]92&3+\X7R?,6Q^PZ*S?I>-6=*V>&'JD/WM1A_ M%)^56EF1^#% XPN)Z+++ZSK)BV:RXNE".K7JSR&1H M"Y]7.B^NKEALU5L65G25MKG&O BI =5RXJE9\BM)BMV+2NN%2NNK->T42R.A&7%LEEQ=;$B&Q,D2ZR! Y%X_ M_JBX^&C6&X4'1BU_K ]_0.3<(L!L!B=6NY1M22E%5EBM#XM88;4QG%AQ$*EE M%(FMDJ0JG3VJC2*U7S\H,OV@M:3V,.LK/JJ.M]3NU'K[F^SV*YM!-A!OR;*' MA4&R[+$)3IU&O6?9H_1DB,JRQT'A"0^E,(?%\JDF>[4:A0,LKU!"S1I6 JPP ME@_3HRTOKA4OKG#*J\7R62M67%TLG^U&O6W+I6VY]&8)8(@>%AFSL5QON7XU MN+[X]I66ZS>"ZU>VJ,?B$UEVK! [6B%LA? &XA,MH;1I_25PE5EQ9?&)MIOU M3I'>MX?PB:P 7A\!O,) 2)UNK5=H>;L5P67KP!8(::/LL2JSXBH#(17?1="R MHG7//H45"X5PM:Q8-BNN+A!2H8B9J\:(%@=IV>S5:C0MD$GI67R598]FJ]XN M&LS<\L?$: M98^U09':6R<4J9>)>S7RWMO#6-1-).:\\8 KV(0PG]"< M&XV_?>]4DQ]/N\_;TTI_W/W5WGXN0?]1_WNK73 M]V_.WO_X8J_]HG9Z]N;DQQ>MUFZ[U=C?V^W4!V[]WU\F+VH?+T[.?WSQHG9T M_..+7]F66SVGV7O5:K #;[5?.+N[YO#L?Q3+7'N[5Y'G?MZ]\H9AY+UR1W?N M/9(F>T;:%SG_[W/>Y_]E7\L[V\6^]]#=FLD%^XME\^'\_<6'DZ/+ MCQ?ZM7KRDI&?.0?\N-788@<1]R96_^X?<6.?QW M7N(&_PJ'SI^=&@E15HM5>QDA>(JV0&&?! MK12G[2;X+M@/523:P7,2S3GWV)A?O0&2 MR T&SL<@TG_UL^L'L8.T\QCUD.$"1Y$YKB()]Y^-A)=AXHZ0*L,H'.,/[R=> MY"9^&&PX:8[]6W_@!8-8DL>9>TLK2:V,OWEYU(J3R+^:$N-D*':>N9.5)%?& M:EW^O3/9C$DP_EN=G!4D5?[0XJICKWDFD4 M0&I"J_-]%8FR]VQ$D5IHG,LPJ%E]YUS>A-.87;YXIY+4RCA;ET6M2?)E@O++)E\>U9Q\BA$'GGSI MCZ8#81+]X?KLL_'.WZM)SDQ4]UG(.5_Y4A:2,Y=!JTC0YWLA/H11,F1+(0I= MLCW%_\I/K1;O<1_JIFYP$$ER4ZH[^U*+%[\(@1@E= GLL=+&. MWAQ>7#A_/LP&ML_#*M0+MQH6W>OQY[VRY>'?%7C6*]Q1HE'O%%V':+F^NN== M*->O+$I)H]XHNG;?,GUUC[M(IE_A+AG-N@7M76',R.IREGU4^/UJ%&E V/ME M[Y>]7Q9TWMZOE;I?*TL%N%_M BGQ$&2>O5_V?FW8_6H5>;_L^V7O5_'W:W7; MLQS4FT76L6^&4Z_"H<15[L[2J!?:IF)UV[/\ST$L]>JM7I%@]I8 M:5\Z],0J\F*COE=D&^:5-9LK*NJKS/,KVW&F4=\O,M1A>7YS>'YEXP],SA>9 M-&)Y?F-X?G5[Z'2L9O,,'&^;]2S[!%N-0L%X5PU7L'3DR:HWZVG4"Y5TEC_6 M#3JN471HP;+'6C7K:1:?^5=5;6BC(90K+JBV"Y94EA,M)S[M;(IOD;)LBJ\A MBU0;<75)770J*Z[^[T:+JTWC12NN'NTFK;Z38).=2*6S1\7[Z#3JW4*[4]@^ M.E455!7OH[/7J[7WK:0J.Y>ILORQC(0ERQZ/3?NI,'L4G]MCV6-M'#M,S;'2 MH_1DDLJR1Z&]XLMNHV-!^JK&7JU&J\C"FLU(^W^HVJ7\S)!59,4FTZ.+%':6 M%TOGQ17.32X\0<6R8OD9+RO*BL^);Q89)&HY47+B]\$__*65KB"S7;Q;7MXMTDEM9OSE?JW7*S(ST,K%LA53BU6UF#5F6?%YHX*5117C1$M#M*RV:O5:!:-FKM*N;NE M5PY5'P>IT!BEY8]UR_UO6)BLTK/"*LP>A7I=;07]VHF/@R(3IBU_K!E_;#?J MG>)S1]%U[NMDO96 M.GM4&__H8 GP1ZO$'J6+CXJC$O4.:CV+2E1ZUDIE^<.B$EE4(HM*5%WVJ+;K MJ%'O%6ZO6_98&U2B;N$U:!:5:$FY$ZN8M=-J-(MDL,U(\*YRM<%*HQ(5VHO& M\F+IO+C">;6%PF]85BR;%5<:E:CPU!3+BU8L/HT7F\\)#F!YT?+B<_>]L>Q8 M?DJ#9<=5K(&Q[+C6[&BE8^GLN-( .X67YZP_+U:9%5<68*=9[UF G;42BZL+ ML--IUQJ%8DY;N5BVQF@!=C;*>JDR*ZXRP$[A&5.6%:V7\4FL>%!DYJ]EQ;)9 M<74!=O8VF1%GY(^U'V'!M/:*JQ_[MI,\&7LPZ+7SUHT^>TGL''M7B7/*J/#P M"<^^G]WN;&(TTL1H=I94I;+0L74/'G5N>X^XLDLXT]XB9WKTYO#BPOES\2MJ ML:4J(UE;C5;1B6>KE(&=+:RMU.E\5^#15!_%JG!WD.7$:G)BU:M2.E8D5O9T MBF3$BB-S;;>*]4M:% G+\U47OHSGVX7#C5F>MSQ?X:UN-^J% OQ:GK<\7W6$ MK"7EC%I%VS*C% YRL.#+=7+$+AJGDYRHX+5!P7;KO5KN\7FA/5JK1( M_)N5B<_B<*LVVMU^I]8I-/W*2L6GI)!6EC^:]6;QB2A5E8EEBL32^;#:L'K- M8AO56SZL+!]6VW'964;>O.7#ZO%AQ8$"BVT;O_Y<:!$)J\G'K4:K:*SM%+*E,Z+*RT6BX]9 M6UZTO/BT!(I6\5F;2R][JTINQ69S_$4+([9" MNUQC>,5._<#"*ZZ56%Q=>,5F8Z_6:5B_Z>KL2-V=9L>S\N-5DQ7;A M+4Q1=90TQA\6,6HC.+'B@FJ[X%"4Y43+B4_FQ&:1 M&K?EQ.IR8K5+\RS.EV41*ZRLL%H)3*PE%+VMDJ JG3LJCHG5J+>+5.\K#HFU MR7*JXCA5!_NU_9Z55&6GXE26/Y:1;V/98YW@HPK/@;'LL3;.HT[!:HYECZ>D MD526/0Z*#+:4QQP6 ZF:[-5J% K%OAE9ZU6NH5AE#*16D?4\EA5+9\65S15N MU+M%9]!95BP_J68U6;%=9#J6Q9TIG1=762P6"M=O>='RXC>%L8M4%RW\Q@9Q M_N+ 32?GV_8R&0UDDJKC $ M4K-9.^A8#_[J[-)"(%DC:658<94AD(KOVF99T?I,'\^*W6*M=P:TUX<2*"ZKM1KUGX;@L)Y9_-L")1=ITEA.KRXG5+IFS M($B61:RPLL)J14"0"J]Z6R5!53IW5!P$J5>LG\J"(%563E4ZP-"M)^D7 ,9:,@O4SIV!9KSNKJLPBYOP@A_Z]S. ZG0>)$WB3R8B](8C9L'#O)#1OSNT:]T>C6 M35JGE]A>\A+!?=?J?.^<>\DT"F+'#0;.)(R283CR0P=^%]YZD1.YB -IOW$#P,G'#J)^\5#^B2.Z\0W;,:;<#1@*[@+IR.V-/?>81\< M3MED S].(O]J"E^-';ZLR!MXXXD8#3^'H\0FG9^?T']WSH+^:#I@NSOUV/]\ M\RY,/*?+C@-_BN&CIW[@!GVV$. YC]1F//&@W>430CS"5]#H_&W[YVK,&)2!/_BQ$RV#9SKR+W/RR*DW^?M M[Z4Y[7_N[CH7)_^H_[C7JYV^?W/V_L<7>YT7M=.S-R<_OFBU=MNMQO[>;J<^ M<.O__C)Y4?MX<7+^XXL7M:/C'U_\RK;>4P >Z_*/*]\SKL?_:GL?/FS0Y2N;_#33!V?:%KX,9IT02(T[\9"JWRA2!P.7_NHRF<8*:.LP'QPFFB<\/DP]QA(81^QN; MEV :P[#L%V//#;@YE(AM@04VPEL_ MF;(!8X\))6 E9AQ%>#;IH>:KILMFFT.T I$*%][8W^7_/O? S(Q+E5CLY,", MHI4X(_8@J-OYP@'#DUTZLHG[;"B762PZIPPC]DIH7QCCLQW%G(5.T?A,X,"O M?3@D&&=,LH\-1_>'1F>2$ 0"_LATV$@8?&P2'(49VS@MXQ;B-[%F=Q2'99%_U,A>-CS\FK>-H57["'BN[%S MYS$.9O\-T4F0E1L+/88U)1-/CG\^/'>.W<2] MO7Q)!]FO7X>W6SMT<&/W7I[ @!NS,9P%D%]-PP:LT7%-W'NAG+C.8(J>M 0< M-4./L1/[HK<+7X7?R)T.">^>P#^[6:Q]?(CC/8#J^@B..G?UF<[?1[36:#[E]%E*P%PE5+$Z6 MWH)DV3W=;38.G.WFRU8[G=)2L*'0D)^9L>9F75C<>LQ^@GQ_D/_)<_&'B!^!?[U#LF/2*_ MCXH2H\"Y-_QQJ]_<0M_8CUM1](KD(3PP[YFJA6+CA)SL\26\99?L6Z]'S);= M^NG_.8;,\O'M@=TVFJV]EU$X\EY>]&^\P73DS1FUU6@P0YB=S70,>IO_2?CK M-/U&_.KP"[NJ_9 TPOYG]LW&?KO;/=C[Q.3BIZ.1&\>?3C]]D$_?6P_OMS8X M^@A. B8][F%Y.*\7\J<,[.EA-C '@W M9_)&K[&7,WE1;ZG[W9^WWV9OK[G$ M_1[D[;?5R9NRJ#E;C;QM-MO+I'&KF<=*!P=+G;,U]UR[N9,O_!Z\=J,C9NXE MW_S&7H:)6',L!@7IWUX7Z;\P23\H3]&W4)5BVSHOQ.:[VJDX9?D 4?1)H\A; MSXT9ZQK#_+V@0^B5K4[N5?-$6HU">;U7KCJYORY$?O")V'N,.CE/U6G->R*^ M=>[Y:F6WV5CBW-VY3V.G<[#$N7MY4[9RIRQLSCRULKW7RM/<"YMSOEJYWWN\ MV;#XW'EJ9?-@K[O$_>:KE7N-UC+G;,Z]0\W]QYLJB\\]5[UL->?>H0??AZ6K MEP?K\AHL3-)G4B^;C8I3]MG5RV;9[LIF56VI@T>K/HL3^ODUS&95#:O'DGG^ M"]%\E+=RGGK9?(*;YQ&S=_(FW3O(?9"+FS778]EHYZIWQZW[NK =YNDZ!L^:IE(U>-U>E+&S67*6RT3I8\JSSUQ6G[3*4RP>.H6SO9;.JIE2S8'XO MUW_9JJI=]5@R/_!.%.6\/.@^P:/VB-GGNR^;3WHC"W)@-@Z:3_ Z/6+V7&WS MH+/4.?-TS6:G]21-J" G9F-_+U?I+&SV7#=FIYWKMBULUGR=L]/(/=[B9IVO M8'4JK:WYA_VKO.VN%D?R,+<>TKJW.*SY^=AMI>\YP8-$\8O;\7,SF4[3-Q6>= MD8W9>(HW]Q&SYN=CYN8D%#CK?"VSUYQ[CQ]^():N91:9I[8JK^YS:9E%IJD%C?K UIF]PF^XT?,GJ]E[BUWSS.TS-S2 MI@)GS=,RF^QZ+W?6!WR9O;G%@@\_$,O6,MM%9JNMRJO[3%IFN\@4M670]OFU MS';9OLQVD595@6?RA,*4Q0E=@I99I(%5)IGGOQ/M1_DR'UW\4]SL3RG_*6[V M!PJ \L/*A7P*T]Q3OTR-FS2\"ZC[%JGC$K ^4 76>H&T^8O9<;;/1>$K6 MP.*SSB@%>I+]]HA9'R@&>@J(P"-F?Z 86?2>OL M%)FZM@S:EJ!UENW;[%35RBHX2[E=KF^S4U6#J]B:H/:C?)M%UP0]8O8":X(> M,6N!-4&/F#6_)BB_"+JX67-K@EKYZGQQL^;6!+6>E)?QB%GS:X+VG^)57'S6 M_/S,]I,R81\QZP/:Y<$3H@./F'U^3=!^?O'7X@_#LK7+3I'Y:JORVCZ7=EED MDMHR:/O\VF6G;)]FIZK65,'YR)UR?9K=JAI6Q=8$=8KR:3ZI)N@1LR^A)N@1 ML\^O"=I_"MC@(V;/KPEZ4BWX(V;-KPKJ/B6:_(A9'Z@*ZCP!CO41L^=7!?66 MN^<954'Y08+B9GV@*JCWA*J@1\S^0"2]-==6??C!6+;6V:UH_MI27^%GTCJ[ M%4U:>YZJH!GU=DQ&^(,?MPC$?7?(/K/;T&]7EJ@7/EO5&?M_U)+2M\SY$ONO M G_TXQ9U%WY*WDPSNZ9FR6MJ][)K:I6\ILY>=DWMLL\N6[^97F(G1YS^XE_? M>''RCRG[V8M&][3:W$!@SO,Q5])(;F;W\M4AN]X#N.*G(_=ZZZ']11ZVZ.)# MDD@Z8H-&[N@L&'A??O/N&5VE4,I9+OQ&]GB@N2+13"W^Z8>1'WQ^%3,9/';9 MA,X7_/=-A'-KTFY7".WZEWBPQ3^6L)W]N!7[8"5A.U-S;$?-%X?3"*?#?XU0 M7,R8W?EC/C2B(D1+$:*E"-%2A&@K0K05(=H:RRA"M!4AVHKL;35;6\W6 MZV1WU?L62J4>7&W8O6_EK+:B3%M1IJ,HTU&4Z2C*=+3;I"C3493I*,IT%&4Z M:K:.FJV7PP7[1=&K;0Q[\*WTZBK*=!5ENHHR7469KB9H%&6ZBC)=19FNHDQ7 MHXR:K:=FZ_6R]&HN(N._7$4C_Q5_&5$G82\C_6Z1><'-([=SP6P^#W>9,_\1_-S MPP2P=V^)=Z]K[]Z:WCUC=A]\SI_>7AR=?3HY/#WYA#[H3^3N_Q1XR:?(&XX8 M3>)/0?AIX VFZ.)G]GWT:>AY\2?V7X_G+"WR4*[M=>G9Z_*\UT44GFRP!;YG M>:ZJ/+1@PY62?TV(A]J+MVX7 M;Z;Y/?:B:S^X_O36C3Y[S.!>GBF^]C>G:6_.,SJN'A;4:\]P+%U[\=;PXN48X*]'80@C M7'_Z>11>N:-/A]?7$5MUXC&3^N,%-\5_\0;7WD!8Y ]8X\(4![,\@2O^T.[6 M_"[U[%UZ1F=6TYKD>Y;AJLAPR]%5F@][;]>_WD??#R>WOV\%QWL_=;ZZ^/E?3S: MN^U_;8Q^3?[G_.T?IR_WQW>_7?\S&/SZ:_/BU_O;\?5OMU^F;X8_?[F_NN]. MD]O&RXX?_NNOMQ]^[4;G]\?C\>C/CR]'P?'%_[R_'7YH_3QL?I@T1_[=R?BP M]]OO[QN_Q%G@W\='31__^OZ)OIRTKUK?OWW'Q?'__R7V_KWU\/; MD[?^Y/+S_O[7+W]%!_]J!O^Z_W-X,[P]^_KU\L/IZ;O/AR\G!^V[JY\;)[^^ MO>F^V[^<_,_[XX/N_N3GZ+>+K_UI[-[>_/GUU[N?C_K^R\_1^./Y^^;YQW>C MOV[_CW-T<;Z[^]-J"J$#*X0V3 A5PE.Q\:]_RZ8*K./%R_%4_/KAT]LPNG:# M3R=O7Y\)=\6Q?^M%,9S/P$P;L$Z*1UTCFS>P(=?H\L;[!,"[\:?7(\8X[-J\ M]H+^S=B-/B_KZJS_([1121#9_M#/["ZW"!2MC4I#6!V&6U(XLK?I2OY&Y0&L M'[NOE(O/WK:-"O[;VU857Y:]>!N5*; Q%\^B3BSCKFQ4DD,6XK^J=V5]&6ZC MT@Q6A^&*UT6:G;W.QH-@M38JH+U^[+XR)K>];8"ONE%1;'O;JF!RVXL'%V^C MXMX;<_&LR;V,N[)14>ZR[XI%>>RW-RK*O3H,MR1=9--1K]H;%>5>/W9?+9-[ MXV_;1D6Y[6VKC,F]\1=OHZ+<&W/Q++CC\F^.C7D_I[/*@CNV;6_:;:N& ;[Q%\_&O-?QXEEPQS+NDHV)/Z/AG3HV)K[2[+Y2)KF];38FOFFWK1(FN;UX-B:^CA?/ MHA@^\S6R ?(-N486Q;"0VS,-?+HZ$T;L+<'3_(]C.H.?^&#L1S&*^(NC#PUC M9<:=QH-,'VWQ;3\.&0_MO?IX<9PW<'KDE_Z75Y$7A].H[\7TSQO/':!-P#XZ M\&]_^@'^1_P,T.KB'CF!._9>.8QH[59C?V^W6W?=W5WS\^Q_G#BY'S&!P-CH MV@]>[4\2I\'^G__W^RWVV4GJ,PW^&?[_WSM WEUWY%\'KYP^F]J+V/=^B"=N M(+XY9&>P&_M?O5=-_ ;^>^B._=']*^ MO+MTWI\ZA\?'9Y=G[]\=OG'.WIV^/W]["/_ZX25,P(@RR5EB[QF6>'+&EG-Q M>7;Y42[N\N3\W2'_U^7YQXO+N8OL_'_VWK6Y;2/9'WY_/@5*I\ZQ544IENUD MGIOOJ[YLDEDB?7>G \>BT/QL,=9N_<+!D7TW+N_*"'XTV# M'KA)XX<\'\%C]^!0QO?M4$;C^[$Q/]VWC3G<_S!J'?WK\(.I=?R!U#HZ>,^A M[/W>&W'MZH:DQW!VG=6N^NM'GWR76[1 M<#;/"O0FI$UYWW:'+2NBGCHY<]5U-GW/1?J=-\>[6>[=UE@'$)#.[EWNRMER MLB/7J8ZVY;\^.V<;3M-9!C\?UK5K[.UY]6J?^,\PSS,T/EX"QZH;EQ7)J]V3 M7?IJ/UW6[B9=)?OI(FN KCI^OE_F8%#"#RLE/M[TLJJ35\V,GCEP>7H#+#TZ M#^)PNBF#)$W@OYFKD_(BH1_][W_O??/D._[_U^GTEV4*7YL1[&36?O!R66>% M V%R7BWKAK[^Q_$/^Z^3QV_.AMO(BWF%_WPY7I_VXZ.R:JZ2(3!FV,-MOXQ7 MZ:]I-=N\D\# T^:J7-_K0=C2([?$U 38+=AO,/J2=89;^P&/8 T@7HX+E[SY M)TZ#QSCYU15I]TX,_&__U51E$6VX?G-:3MRTA*]J,-N6(J/6%O7F+.S265/" M%'Y(JTE9V?>>@,E6R.F!(9&A3=MY?C]F%9CKL2 ,1Z\3^S>83;]?Y509\M@$;E"8":Q_.9IGLJ7%M)/!843:P M3POOO=A-Q@U^GH&R@,9\TI3X[74VHSN$+,_>\2Q4D(7(WF,XVS1WUO; QJFOBJ7^2R9.'A;.H/7)V ^ M_[PLR).0W&1P,_!'])M'=2(6QB!1K1;'B!4YLV;X![_RQ'R$;W;I]"J9P3[. MDG^D!=SU5?)L;Y" R?]L-SF'7]@?)'/@23#!NU5R4&77 M#KY)WP(=G[BBJ%?Y=5ID:;+W[?.OOQDD<&'@Y=.4R#;9VWGQY,G.L^=/=[[^ MR[/GN[^!6-/DJG(7[+VK6^Z[836]@NG47[D9D,E7L)OI5^P_^@I##L^^??'L M^?.GL*7/G[YX]M7%XLF3%WM/_O+USM[_7TSK:O>JF6\E0"\X@;/A^)-O1MCG MBZP "0./P&!R5>!#V!H\C(NLANU)5BZM$KX'9V[1L*?LV1,B@:<#(,-IOB3* MAVL$% "_K!Q<&#QL'*5RH K2!<1_H3=Y@8/!G3QUEQF*)QCX9#G)LVDRG$[+ M94'4<)A58X7 M$,Z"W/?X[CG,B*]QDP%[3_5(@,,MRAK?!O<(1R7E]%%RXR9UUC@Z06%[?&_A MI["(MSBY=#K%>=L#IN6^]^:TO3^?2,QMEA2]OL,+]T%>M<^O^\'9[QSN/'G^ M3?)X[ZNGS[;?-^VK2M]TY;++J^:OR=[BW7=P*+/F"OY^\N1_ODM !0!RH&^2 MNLRS67)9I2OX/)V^O:S@7LUVIF4.VK]\WN5V^VK=9PG&\^[?]@:'QZ_&QW][ M]&AP.'XU^MNCR'6Y^\N[Q:/!F[/1*3ZP?_"W1W LR=-ODJ=/__KT!9W+H^06 M_^8"U(6="0BUMSL3!]S'_37-0;FM<9?-7GR8)W7RY_&DG@]?OAJA%W7_^.A\ M='1^%ED^#7$1/M6_;3W9@I?F^0+UC^+2_QN>G^J_B1K^MH74@ MJ*OR_&7 . M?*KXV]:SK;#A- JMO MCL_.AJ<_X4:=CTY?G[4N2S-KK7-O2U3W)LM.-O9^]A%?\7'_X70 MP/D/HW6G?5_.OBW4>G;VXZ,?1V?G''!Z^8_1_OD8_IT,CPZ2$Y!)^^-1+QE" MSXGB8'2V?SH^P7@>RH43D OC\_/101*HA6GD='SVS^1PN']^?-I+.GG1;SH1 M5V&1'("5 E8-V@JG:%@MFOJ!'/I'#NA,W7D)%A%Y,Z;+BKQT#Y30.TIXF19O MDU=E6O3R\/>>]/STJW2V2EZ6Q:R?Q]]S0'[O$_2N]I(&GO:=!HJZ MJ3@-M\>"H.]44+E9UNR\R@K4"(\P@O5 !OTC@P,WQVC7F%@"14%[205]=RJY M*KM.&XS4/QQ_#X^_S/.T2D[A/_T\_^?]/O_1M"S*>39-3K/Z+:5:2 +B#R[- MFZMD=-U;P?!USRF#J@E42_QW6E7I R7TF!)Z[CKN/1$LJW+26]_A7WI^^.^F M5VEQZ7;.JQ03(T^J$HNY'VBAA[00E4WT7";T/)YX6%8.7FFH@/*G?0TI_N.P M@D$0Z4,*2OM()T]['GD$.KG!6C6EE_UEA=4+JV0??EBE/14D3_O./9;-$NNQ M/!$0OSA>2-%8D:P]T$=;SL/4/V>55\E/F\L ^SLIKQW\1.$&_=9!G/8]B MC?,\^V69]3VSK?=D4-3+"H$#J* /E<_A9>5<;\.:#_30N.H"01U>.:8'5"Y> MEE55WA!UH#O[\H$^^DL?'MF!\1KZ*C=Z'O]^-7YY?(J%\GDZ)6[02R+H>1 < M,R$)/B:;9@L!+4%Q,:QKF$E_943/0UZOL\/Q03(>/YQ]#\^^+-Q*?-9]-RV_ MZ3LI5,TEHG4\E- ]4(.GAJ3OF9//ONTY(2P+4A?SOC.$GM/!45GL^-XATS7\ MW[Z0P?.>Q[B/)_#& 'AY4,Y=#5\E6'-=#WSLBO[)B1'Z";JMKQCF[LWNV2X_ M\D!"O2>AL^4"2,.CP&-;DYZ*F.<]CX%+3L3#T??OZ".O9']K=9_W/%QUDJYV MQL7./S,*8O8T"_]YSV-5)URI^VO:7VG0=PI8-LDY*(5U.GV@@9[2P+^6*9H" M5+(O+0)@[@^4T#]*.'5H%U(3 ]NIA#H!]),U]#R/H<\@GP]GOUA6TZNT=CW/ M?'T@!.P41 U5^AV8>M[S%)93AT$IEW1R!@I!G*6YVWFY7&&WE <2Z2.)*.C/ M_@H;7 V;IK>4T/.T%E/"+043#U300RJXPJYF*!;ZR01^([3'5]2VBGYQ[[J8 M/;VEB]GDKKJ8?513LH<>8$*/49GSPWWL(3LFK.YE]6#*]1PJX^PF7=0#;'R. MJ61Y66*CZGU*0!9+#A[H;T2HY]1!68/?H[2@6K6>\XJO>YY%^&,*GZ$&14FF M>9E2:^E3#A+U&NK]ZY[GDOW[RA4[X[I>@CZ!Q''@\G3EZ+^8O]YWA->O>YYC M]E-:O'4N,5G(#U30/RKX_UQ5@FJY7)3% S_H-268'L2OQJ_'YT-L/-O+?K)? M]SS1"#N1#P]>CX_&9^>GP_/C4^HR#'\>G1V.X!_? XWTDBYZ'BY@NOAQ?#9B MBCA[\W)'_MU//M%S1\0!\H?QRS'26O!H='1")[ -9C,]_ZB4Y])R%G)^^ M.3L? 3$@GS@^/!SO@RR!/Q*4-?1E+ZFBYQ@+)Z?'__DI^?'X'-G#R?$KD!9" M(O#-_NC@S>FHEPK'WI.>2X^3-Z?[/PS/1D0+IZ.#T>L35#Z089#ZT5.JZ#F[ M.!_^Y^'D>WGR)\>GYY3OQ-X)U"1[ZK/:ZWMS(C!&]U\=GX%J@-(@$ 9:I*!& MG"7CH\/CT]?DU>PE@?2]*]'!Z&S_=/R@+P E]#PP'L(;9&F*"?HH>34>OAR_ MZJDG8N]IS^-?^\? (9 @1N<_C/=[RAEZ3@/LO0U?/ B"/E/"_O'1 M^>GQJ^1D='H&UJ3X'<='^^.3X:N$280$18AE])-.>IXF,3XZ&)V,X/^.SI/3 MT?=CT")/1T J;UZ^&N\GP_W]XS='Y,$^')^^[B>%]#QA8A\LB^.#\;"G#H>> MG_ZKT?<@+Y +G(U>/5! #RE@>(+R8?R?9/B___WBZ=[3[UH^J/WCTY/CT^'Y M*'EYC &M(8J+'BH3PYW?Z)'RE=@=4]Q[&L_QNT^=,MI>/OH'[EX)D\YYZFL)IYG:252Y:UFR7-%1#,Y56Y M;.#/K$[.AN,!U?UUC5>@/)"7DVOA7&2-,_IIV>C,?7CK0>PVU639H4\2:]) MYNDJ*+?)4T9;(JEU6"75MWDV&QLJ-.8!7XZ,Q=T,NOL#2^6%M*DM;3 M*IO@ZDO\?)[@*^%[? 7L&=;%X80>U>=VHV.] XB";];8M/"&HBR<_F.'6?)?F57 &G]>\I#OX$5#&I0'="]/:.#6'7N!1W,?E[6K$H2/(-O+=E9=]LO8!CYUN0EU7O^_2?75W_$&W"O-X%/M\@JO-$CZ#"T(T + E$R;Y*9< MYF#-NF1Z!32$ANT*;&K:@0EN"%K/-:(P[J#QB]9+1;9W_>%[\R5Q@3*M/E(U M^M.S :0=:N'PJ$YH_4A$]('KL3S8'Y[W33W8=U7#+66Y.>AP.JV6:9Z4!9"# M2^OE)L2>GE'&P7'?#(A]1/X#^0"O_97PFR;-!MB>OI%"[VS)??@^*US1 &/X MZ4L?NY#GL_+&?L,#Y<("%MC&S@U%.997<==Q^_;67_F[7FU MW\-K7Q,X,':%)2/*:@L]IH2^ZP)$"P^Z .S+ZY>],QA %+AJ"I][5^+.RW3Z M=A-\>-\(HN^\P?N7'_@#[LW,]8PP8ND2W ,.1K[XYD\2C/Q$ MI>DBFX&MA!R27*[CXJ*LYFECM>(T^@3XNRV%DL@1M,DZQC*[ZLXS\H M9[.=PPJ]['3X]RT5X7=:V[\Q^>ZLJ9QKX*+CH5+2'UH,2U />.TG5=DX[B'^ M<2D97Y $&/7/6S1:5N7"/60>Q)MR?M@[.G@WO4H+, _0BP2:(>7H]I@ COI. M $=EG]U&H_.3OA, * 2SY;3/4N!-WRA =8$WQ?W6^3_O-ARF19&YY'7:-V_ MH9NA9R@Y(IO/^ R385V7T^R^FX*?>7=^Z%OZH=+##^6RQL#B<#;/BJQNJIX3 M0N5@JL@@IKTEB+GCN)+G$/MEM2A[3AC?]\]]\'U>3OYT>2:?>4N.7O=-4)A. MHP^Z0V>,B]YG)J_Z> M_VG?\D_6XLMGKKK.IA]I6']!)/!J_/+XM&=$\*HL9F61$"U01=/QQ06PA5D2 M%7CUCA*R7Y;9#-@A"D02BP,0;,$A>G?27%GXZ[EV\B8\_^2ES^2PY7E#: M=??;/WU>@-UJO!#KYU38V M2A=9 8:"S\#**(\=#86:TE1.W>4R)_,Q^>;)DZ]H&!Z#'N\"RKF[3Z M;2EM'D*V \+UPU!(UW_G5_\Q^*/)WC/6<-?%SC(SEZ26&FQ+F/J\L4'OC(ZJ0O MZ/R/#5E^=%'"GYX 3O*T0.3Q MX;RL&KG[R7Z>UG7R\?7+7Q(]C$]&O:.%*KM&#,$ (DQ^SQ.NUQS]LNQS=/WD M5=]DPPDHT"DB/:WAO?27"'9^0PSIST\(*9S\-%ND#U&TOY_3I3VI7?$ M8'B$+^N*&ED5LV76:W9QW&NB.%ZXBJ)4TJ2FSZ"BIVY1_H;*AGL>IEQK74,] M70OXM^<"69%0&2CFC5"TLG*+936]2FN7I%K[U\]TW--QWUS3DK0-EL5ZP\/> MLH:S_TWGB^\^LLSE3T\*9TU:S+!I$:T^.2G+ZE$M60W)]Z!;+OI+$*.^\84W MNV>[!GJ<"CP4>.RA<85QX]X[NOB456$#,_<.$YK@RI?8SQT[EECE8:IZ8R*J MPV6&Y1P@/V S7$4-V[5;,+?-PZ;VZ>PZPU;PW"QOE9R-7W]$$Y@OB6S.3\' M87)S5>;Y:J>\P6RHVJ\2^ DE17I60>2 _")/;ZA+'OZ]GZXP.7Y+B(HLCX1P4^P M/Q_=./I/SP%XU9_:Z.J+*P5]>E]+0;\.I:!/_S2EH.\AX>X=^$2EYH=11W<%.U\\DL"Z;TD>0Q6EY;]/?6=I*AMR\I%Z[8<<"*@1CA M "1RU/(#K=C%4R).6)W45VG%_-9'6;OR'[.9?):0&2H;S;YW\B_U!I_>S=!3Q8O[B:M$Y@U ML(.LOL+YP$]@G+I.IU?+VC4PV@1ALUU=)PW]8K&LZF4*BVQ*W F/ATE3.7#3 M/&7\9%PIOV-&$91_+ N7/'TQP*9L+W@*0^[*)O@X%(2=?F4.:S<_35>(CA_*CK*#\DQ3^:PY94U/:;]N5 M JG#@?PQYH97]/=/_#9^S\3Q\MULD-Q<93BMJKS.9HX"G-=IQ<"U-(&F2HL: MMPKH%C;Y F3H@.?',\>=N\ZPREN^2PU>^K5;^WJ&7V43ND'^(WPWD1_,5U=\ M79+CM$(V#&L;O9NZ!4=@9QE-OIBB*WU>PD-XLKKG"_X]_A:.N7.FFR<9SV\0 M3Z(]T];6N'=PRVM 787>?G[9.#[Z<71V M_GIT=)XC0\'Q\?#5\EHW^] M&9__E!R^.3KXW_]^\73OZ7?(V+O.FG83+J9[2X2B#"J'Z[X#3\^3:;K(&G@\ M7P9F49)11:$7Q^7D9T9O MN]-K](;\N 7>%J"LK)HNYR#BD,D-6M/FJ2:PG-RE\,>+)_]#62JPBL(UN&2! MAG.\D[6/#>QB7CR*F47IZ18N[P+NW!0ND?GU'#OBF'\O\B4+4&"X2[[EJ+& M+ES1W:V),YM-U)?LZGF&6<@M>!A(VY!N/C*2TZ5UT(LT5$)SY M#+?VK\GC;)N^!+X)" M:O"GPCRK[W >,"(,>96BVI,!-TJK33L1=@Q!.?!DS.:2[!.CI-Y,!)'^7R\G M.ZBS@EV\N.*#@?7R$B?EM1O0J:-V,T4M>.:0T6<8^1+6W8 9CR>CBO(=ZSE" MPDODG6DR7^9-ML,6745BJ"1% M2;%6[%0F4;-?#7&:Q MR)%N?T$ZR1I6R!3U"G@B:IE3?$NU!,:R,TDQ24*/ MAY6>0S$$'!E3_5'VH=* ^%870/]E%2MU_W4GE&9VZ7&]3?N4 MS1>YF+JD!WU57\$9JBR+-@SMPLL5L@/^F!=MY=W$Y:C[S((MW*50)>4"Z02- M8/P1' %L"DF%M($=7S1B9C7I6TI,@0-$DB/M(,'3).'M4$Y/<[C);-(XE$M3 M?DR='[O)\ ,7A>^JB7O@\PG)?Z)ONAE@.*%DQ4G94_9BVZX;Y"G1_C7B),[8 M+D':8\,D TT)- YNDX[W,L_>8F(&C3S%J!HMAY8R")R,Y_\)LQ+6#!PXAOE;.D][+8;]$**LWPQF99P>LOJG*.>X=;)<>_TIN YPN*,F@I M="BTG>3'H"6@>L'*5+WV75B>^!/P%'-'B2O+@@V\67QK/KMW+M+ET(E%:I$J M=2HR9G@I8FVD62T009JU>%%:,74DWJ)&FOK2+![\+XDA).^$53QB]2 M*3W <6E:)M?+#YJ0!BTV,5@X*#) AM0E/@7?+8OPS^'!*7K8*$6(YMH]W-'P M[&#X+](_-@Z%_;\'R3X."-]@.Z]8K'XA/O]G]]7G_TWP^3_[8GS^OY>N17*/ MK87E KGCTPW&+BOZ>E&GHI: 2A.Z=%V05RACKU!L^JE+L4%F(!FZH$_($];O M,Y=2L!T\>KY,;.713/33,+JH\)O>79%T!/9?WEAA=XDW&Q2JGY=@)TQ*\CY] M)ZJ[J3!!9<>AI]XEG74G^)/K;>8X9168(JC7))- ]-$,X1DPQ-U*U7>#)(_? MHE2[21?\-_RC7(A"&6D4&IM@MHN&AY-?X/HI^14-"+ +0*F*]I3,?;%5UA[$ M-;R+WMGQ"$E?>(K5AAU0-? 4U%/0LBO$[PA7%+>Z*-%:40#:,CH5V'7 MB+&NLUKB"0U+ZW0*KP0)?I&7G-R/4R$7.NJ/$EN8>D(*+GY#?V@FW%RY8H>$ M%='4#$3HBO0F0O-=H9J:\1Y'UV'OZPV^'Q!LW&O"Z!MF&5YT(5H&_=Q,",;] MQ1?-LXL'1:AY.>J2/K#!]-^5UQP=LO'_\#)AM['6%C4NO;==@[1F'6;005,7 M#'@NFK#&3&Q[3>;>N M 9 'QMNCWR.)H5L)M;F[MEO1?U"C.Q3#"J WJNJ'TQ,VMU*7'NJ7N3,L +8L MCZ[&+AB RAKI2*[1_0;R$K6_F5L(_@J,C_;@(U(K4JNDBENKKC5@X",>=%^: MRH=8F+301U+.P3)CMDPL2BVSQ"Z/TRI AX,#T/5QC281ZA6(]YT5]5ZQU(Y* MN*BQ08LC4FFM^RY/#1VU:&&!%*MP5R]<035KMS!P>2T$B;*-PQ=E,T*GN4U#8R1%%?F;P M*W0RT5=ZJ3:))!;U1K";L473 M/"ZB$=W4KJ+([R)=H!N-12):0A*+\.H&K97X&R]S@U@F>46R%+<=XY-P@N*H M6=]S%->[R1C$A 36NH\MV [NLF0K,6XJ0^\AV8^<,/>MJ+RO_BX)_&!)'+05 M>U$KO[7"R7(E$7;@H(:Z+BJ0^/"[G$1TQNP(.,DRI^W "X^N+0S4ILSUIF4M MN]&DH*"@4^YGL+_/+E,,0P$7)&=+:>4^^:]*6 MC$JO!(S.#TEQH%VP(C*5*,X2/^"C><6(%>Q.[KA%N51HBV)F)8*>3:!(QJ?>K4FZ' M]>R@4^=B6=$$9ZZ>5MDD*NNZA\.->M=1I=Q+:>ZM594#-NP MI5NY=4!O6>CVGG@EU7IN*74&W4F'+#ZW$AV=3) [)=S1Z]'I]^.C[Y/7P]-_ MCL[/-@2'-X3\-\2''Z+"'Q\5IB255@!'W&9_JH#QP!A\'9'C3?'B6^.]OSF8 M'#P1'QN?N?0@"_$NLRH1]L32@/CU-:S8KR+/NZC\FY>3 M=030]Z] 5ZT&)=Y3HV@32H,.7NW3 TUEH=I4&V:F)-.2S'YX@NTS N M!CXQ#ID5@PZR5_;V149#GM_7:,A?0C3D^4,TY'?*/(EXUQ^10 *,],M* KFS M9*/8OT-AF#!;KXGYR+X"E*%D1JYJ0@\?[2['W5H5<*R-A,?+2=.V[F.#'":F MTBG^XOYXWI,SVD+Q]R[%I=.QLA 2]-%_UO,U&_'!A__@PW]P<3[$0AYB(0^Q MD CFU8 MWP!UIAO4UM+:R.DX/1!&^JIL)0=N',_4H/W6ZK+'WJ8:,.-&OQNJWY3L-MCL MI]O^W2K3LB*D 1IJ^$.LYTU4(-FB&_2TD(9WN4Q1-721U6+?CLT_>/ M!K_7E:&#!MU+?JAI"#6H7@CJPS4JE9/\$P>[_IB9H:(J7H;B+>EO%$=0426: MZ,8T7*-FMNZH95E#-+[:BD @&:LRLA'$!0DR7F MIF4RWBQCSFLMX$Z.EHI>II$:SCT6#Y/X*M%M88;28G']@>EUJMDU\(,E,OBN!?!RK:^B$7U]'O3 M37WJ[2(*DI#=911=EF7PZ*"V!>MP-GR /DV*& -GZP@_?%HQ!"BS!35EHF($ MJEB$]V@)AE^@\8PR8__PBH>UZDIVOE)])?S"%5=B\GE1QE67I"N2:4?I.R#[ M5.++8VNGH,X6DFU=OUA[LD.\11[DH'4DC_\O^WNVBY(D^_N 2W6IG)-\/U$U MYW:RI/)2RA6@$!QE684PO!SB8'T%W:$D_S61:8N PDRZ"DO1L(Q?PIE@6. H MN02X U2[VVV9M/2QR(GE)P:;0,YC;_O.2E=345!Y4VP8B2PC':'K5@3"["9# M3K.1$NKN^FF%P+JY*9NN?'6C@T5)D3)RBZ: MSO!:.-]\.6V6(K(I002MGK \1'"G9:QUNB/5(PL<5;!VR_Q'C,: DYF!2(O1;[*B!*X?"F7P5L8^)!M;D M.@KL=8"];(YZ=**RK%E MY15JC MK =[6%]5#R8'KXBQLP^:+#L;,=Z4^;71A1J[2F^KWARPG9J7JR#$P0X"Z%-_1TA?J3?(#!P)#L 'JH&X-^;:-#*&$,8OD8R!-'2:&.!2.-0XVL%PLAHY\5-=VWN)XH,] MG"*K+5#R7\--W4W^'4ED[Z9G*5F(;K5!B5D#W.!0SUO0'<'\GPDV"68Z-AP- MO4@QE$Y8)#:-AJFIO1D1LUQB1G#E9EGCA^G2J(W;\P>DQ#!@KO+@07V]I,DC9Y$,KAZ4VDA'>DA':D3YOPA\^@+R3SZ$N,MW]S7 M>,NW(=[RS4.\94-)^<'HY7D[*ZPK!4OOP6:<>%2DR$)[!W?W5^^/3[D7NVEA% XD6C\P="U\B?PDW%_A MZXY(GAE42]V3N_:JGIO*/VS)-%_.Q7.9D(B3G!7[ZB@#NYAU?]7& IEXL(\< M4SMPDO@'LUJZK>A?++D)F,W21)[( 3XVX-$J8P_BVF]7S#^.3L].CP>"59.C MXU% :O )"/SZD<1%SG6: H_=8)5Y\13E"EH/?K9<.S' 2.HQ-H\>#/)8)]P M->R0#\'-64?.:M6X@FG4>K)C/[*+@:X5'8G&XZ2^3VLD#-9YV>$DI&F&[W9DI%/$( MYS=H^=;4"(;41^J2TQAR M)I>.NI>:-*9P!C-0W%[OR&I%_Z*]DDPVS6O'KTB0FL_)D^?@*LPXB3Z\+KU. MLSSUB50AO!62VXB,.<"HF8:1*;(>;KQ;[6WX>G0ZWA\>)0>CD^.S\?GP]*?D M=+0_ A9X)D':(34D,X$RWJ&MJ]6DRF9;U!R-=H8?#-S#=#+#/?R>Q\'@AK;$%ZCM?W@O> =>O=Y* #-EIRW#;U55,S+GHWA2)\S;$! MH^;B=JH']CY+PCRE:!)HG4![DSRKP2 .*% VI$(-V/FZY+4CXX$51=++V*4N M*\1)4(XGCE MN: V!7.O;LI9EG*E/=E7$N"XH)A,1@HC(RHC@Y+W\Q:1QWL> M.Y+;Z_/N:8J>+*Y6-67Z\7O]Q;;SC2HUT+1M2!]25S=&6( Q7#CQC6AMMB+4 M6MH0)P%'.HD"9BJ?Q(R-H[GBP-KE3GML?TN%_43E,6SV#'%!FBP"Q2I3@%Q)W'2H9$]]LM.=>P MD&P729!Q*%#X10I*SUXNG\X:4ECQ0'URZRR$)=$17=8U)<1F<^^^0'!D."T% MMN!$9+IG&'@WOZE=]BNYS96$%+(>+_\[,'(7E79O#;NH>9-F',]35%!X%RMY MTLJ* MSK<%&GH!0MF(_@FZ\U&D!QEO$#K#L:)G1P'T[,C"RCJ"1R&3GE0&:Q,OEK _ M4\2E]8*7S>06;;8R0-N4F^)A789FZ.;RTBL-FHR-.7*2JKHON'V!7W(Z)59+ ME(+G0+^F6%^(Y7=)B+L5]K9@L;DI@Y]QO0\#*MN95LG;_J3DS-5_<31?3G,@ MQT=&B>P, Y-?"JM/*0Y+XJE",UB25CKP%R/;1"2L+]8C?^?03IKRS/7^H("V M,Y:5K.@^([G$57\@;1^3(OK+$A8[I43U\F*[+3Q4]SC7]K2FDT,32U>J=Z * M!B"HIN$H,Z;]BY*'82N^(AUOP*@8!T?\@E24Z4)0&.$VTN;8E7:UT[!!5[AQ M)+8QD$,E%JJ]^X%;>L*R7G+O!A+M-$(S[9LUA("\O MJ/Z!>6)0 $#XES:WW;C>-(@CFYW5EE'CWE*V-GS>5-EDV2(F5Q$3X9-5#5^T MDK4ULV.ZDX!")0N:%DO)U3,$S(J(S$%\EDSR%(!>%JAXTMSH?+#%]"V4P&2 M31E];M9U23Q&;@^^;?WF7@EQ=#G@.P_E;OW%MU"K93ID*)!((\W8Z.$H]=(Y MBHFBH$ZO78=%M(81VT7#.LCMMP3?9I7ZG\N,CIE4-7-:Q@BGAD:PA/=B_4;Q2]=XSPZO[\VK,PTY,8[ M23J<3"EB(UT;^UB3^O26 SVON/^ON M\"W;(#KAVA%2_@C)I+O5-\[.1N<[+X?[_QP=)&>C_3>GX_/QR/L5NJ'A6*-H MU47B9_)DP V4FD@NT\G+&W$6H+NR<@VJ_B4)(TZ8Y>;,97Y-_).X+VJ01L0$ MNUJR+^C5_!9LRN+0SR%@>U\DF-6+>QN^V OABQ=?3/CBD]<*!#XD?61GE& M0,$(^42)I5AT6:)#><,U4WMY,_PBP\61K8"E>UBXBV%JGTFG&0644=?J/@&& M$X95V;&&ZIF^1N^6LNATB687HG(,8/@&W4;N"HP\1P4,E!7>+#'S0Q^2H/@4 M4TS,-1X@"RBK19X6\<<(GD5VO@Q(;'7A7+73E#OX7QZ89;1,#ME-Y>:EU\_0 MI[,HT2^-[ &]9]5RT4S9Z&BQ_:#D<=ILO:RZP%4YD8#]12*P M8^\][U7P*%P07D\6;3LZ5,EWPMZM)3D@K4/?;#*GK-=+3=!@M7R5M N40^Y" MK74N\!406$W)4I%78M/6(CI=EF,S1564.$%(X0&NN1S90!P0<8$E3P>(H_+% MS:SM1XX-CTW<'KSMH;P5DC7D*[#CS7CNIFBU-?A*RM>GL8UU/TCV7QV+OWCC M&TQ,JM;RBTU(GE/>JM6&CNU04B24 6]M"JVU'K[\-.FRAP\TC1:_7 M'<'AN6F**4U,7=Y'$U=J&0.O$>^S!*^_[K42F;X_L!NHU2 M0Z9%,T'+(CB&/'>JN:)O,<]7WH!E7/%-6X,K>9.0]39_TX#(N30MW== MI)E.R[^OG6X88NBISWY?B7(^$(\Y><)36L:=DO6IFQ)B9? Y^XRJW.IZ6G* M2T=D20Q@64@:,')1GXE4I.Q:QZ5B)/J2D2A"1A==!(UQ1^E=);K6>K;;S1AL_%I7QXBA/G"@[-R??,=B@9#^G%W&=9M8T*M%)X M-:0;>L52J$PQ1"@+%I^81\\4G1U9I6[S+=$1MZ+D8I5 =*-H+45IU*2O?7\%FP4< MRPNK[NC+-I 7%B M<]_SM'"7G%3OB(Q"A19>R'3"WF9"*8S(=P/IF@JIV_0J M&&[_0/0O5,2V"<)&$EM%+Q0,\1JK'#FLR!'8$FN__ %JUMG5TBLS%WUMK4ZJ;28(Y=LG88H[_#E%G,K& _K4[VQK''W"QG]%OM@VV@G M_#!'F)5EE%HV"ZP2*\P&Y,+,.:U=H)%$?MYFA8A0IL.\Q"0Z*G(TU5] N',J MU1#S@]W3DGY!\Y*-U?K#F9V(YS]TTY%E05\D.8"@SKE M)!V_(5E6%FL"-2(Y5,:\%&BIWC0 KE&EX 5.PM'48]' MP .S(M9]M1X9K:I M[4A-2VES1AU%$@M\*2<8)2G6C+9,^UG)1U72F;.%1-('#09J-3,AH^!!4_OV&BR2F'+R,6H!8*/+#&-<-UP M!2U,$W;2%4T?Z)SP.#6A0TT3XP0W6BJJUDW-,M_--&6=/=5D4TI0&-X6:>W6 MQSQ';49<\.RJBQ-@Q*S8. &=H4Z"SD.<7""D+CYFN"X?^1P+1=M.,Z,%6_L( M\VA8]L6-[()/WDPNY U(B?JJ _I4L*UB=U647QS4.3])4I\X989WOHL\:&[L M@^\*?E#J< MN1C.";Z.)/\(?&/GA-"C7J53_D0Y"2B\W*=?L+/QMOL+=Y'LP M:P1, =/A3#D3/IR'F5"J "DO'0^/-+GE96@V$=*GJ&P!87\O MJ>*98T-B=Z!+J&PRV=F):V[(D^J['PD"!6$*=%> ",@Y:E<+5F8+3@-D%P>% MM"5>Q-1DX9OUX925XY0[MTGF&OV)),=9X*G%^:5*$KI*995=4G4:\P_JKR$5 MAQF%K.@ZDHN2'=F88\>/2BRS7L%_,;YE7QNXA4:D?'J1M[ +3'(.*5(/%U"KZJ(,YSN] M"009(?4@#/ZQ-G/2+L.)^&_5J;8DI#QA,AC&] 97=!FH^M.OD_N.B9UO*8&% MAT/3;>HL>Q-^ZL?T;^%$+WMD,3$1$#7.G#/[!A3OT2]1NP:;7],Y0QE^/- = M1[0C I$83EQED[(J'V%K6R>_,+/0F<#+$B5Z5.4)GD?=2]5,;[M@),AO*TF7 M,20;>*1 LK(?2@A#4V,1\*%NXE.+-Q@A2[*^. _ MY#UV>#*!4'<>=-!_UZ*Q,'HNXKHCRG7+NSD-#=="DY_#;]'/X)?4L83V;"E( MO>;A7Y]%6)T5+7B<=>>J6M+%TS<'^BAGQ9BD)O]M$-N&E)X.OV'U*?A#:(TY MX_[!^RZS=]"/X^M6@_9 M8F'[$'92=^]WDJ&#>/BV$*4&,A\D0[TPQLOF2VDY$:H)^V=\%)+'$RN*6FV@ MBCD,E)%?YM7%_F$14BM36); \0M>[:-VUSONO^16A_E$E/K<[4?^W *FC8T93 M>F-M+$Z! /,-@8$K:G<"^I@^KY1>1=1+]FLTW$6:Y;6F6&[H.4T!D]G2#:QD MBM>BF7O4KI:*@1:\)C)CM3A9115[)D*,GFQZT)%P1WTP1Z"_9D8-\MJK*0+3 M(_27[DX[-HFJS=G2D>I1='4]]+DMA+TQHU@8$_& LQ/?W^;1XVQ/L>,P3(GQ M@P/!)R_+M)I]D5&2O2?W-DSR+(1)]I[\6>(D__79(R7=-(R7@$4&1K%1'<'_ M>A6BA1*GBL1^65PP+B4PJ'$G?)O5=SSZA?'?F-^8=*;8'Q$JJ"-&J<4"!)&S M5AN_FYP8M'+CY%24''&!@XR:,?3NYIUY+ GE^"8C^+8]8G%Z768SJ]ILW)EU MO:8F(&8_B$\J:N-=$^B1^&V:5J]SDM<1 I/US:@_PCN%IWE&3WG]COCUQCGS MJ=2M?@E^RQO&TUO/Q6@)RFV2XO2J5FL/F>#C]1D:W*GH6+9#?*[V:%*4_<&] M=K.:M6K;LIYLQ4"%7?7!%((+L@XDL+B(B=YKEKN@74V6_ 7N>VT=5KY'\@9R M>J1G*$Y [L(HP9PZJTQ,WV<^B&J(Z5HI-&<9WS6[85T^"V\C$/=9)[5 M+-.S<'W F/!3\O+XZ$#]__M>D8Z[[@T87\E[LB,L M^JV7L.H5*$N8M[(55<#;0C*/W%*:P$_;)2^QAP"H'3)T2\YKM*X>8AM%(2FW M=)]2GGMH=D-YGV:&FO]#-I]^^^)93T1$9A607FIN222-^7P(. MUHCN588,:K7>O6_5@ND*\"RF:2IC6&&*5+FLJ0]K[JG/VAOE[TEVCQ5 MMIHJO0DP##:;VSJ0VP1.GX.Y!/F=U036P]\/6I6'K9=EQ0X>H&@HP1K%:B2B M/>FI 71 \S^OJ%1CE?SJ*BR((Y=/Q !XQEZS%"@+&4:"[V:)(4?2&[^MC(K: M=9%=:QTP/ZH5+J/D84&^YD0)O$P>]Y)ZUOCB>=HWV:[,AC1!%\1\R]+[GO:> M$K'MO0"R+)HK;E8+4XGZ*84%5.LOC,Y*W\D9F(R[\C%OW_QJ;[22 M/A7T$+(&^$X"=_H9>+BC/CX<#A>/QG6:T_$!"5 ,#B TURK8H./<3JMEOB# MJ$L0,Z@V-_ 5NVL9+(\%XJ2UB8%.-]^=;5OZ6T0D1!/'A)S*>_6-%XT37WQ\ M'[UY,&E" R/.&:>8J_PQJ%JMS*!UWU8:X."+6U9 HHRO4Q2W(!XW=3E68VN, MP\Q?8[XFERCL!/DFI0@PN/4,+ATIT06^F#H-+5LOGU >6*A]\CY ,QB'P\R, M-,9MXR4VM>I2=HWXQ?0*U#UT0-M^/I(,)3*O@T/2*UJHA5$J==HH4#D9P%>$ M"F4;!#8= MYY+5V6PI==CX84N'&8AW6?*@&#R9;X,H6U:163.B.A7*R4IT=,V?H[BEURU+ MVTT+U1?D9A$UML+.T90K):C,H_NI'%V'0P!B1ML%@CF>D[0;PUM((ZX3AL8@:;=-JJY1-,\K&IP>4DO30-R MU$[4LTE-BMOK%T2L1.O5L,5IZ"\_B^C#)R[+:7.]KCC1,BQ#H/GE'38:'W(N MP1U3FZ['W059&%E*-GT"VQ9.@"VCA-Q-3J/')!6 [X,LC5LCQK=7JW5\$83@ MA+$PB#2<#8FMB,-B$J7( A0O"HIW29OTG=?Q2\$ZHN68JI(X)+,L%FEF(C.P M8VM7D3!*]*WR*C1-I19G33F+ YU&SU [L8K+5=7H*[X]%H90IT'M2;$4^;F M2"$8"9;F&MZD;DSVM\<:O[7;<#=S>O^*8,9?9-!D[]X&39Z;H,G>GR5H\KE# M)I&@-!T#K+)L_"2*6E!M9G4,;>F!4M4GQ;S!6O6=1:VMII[>YSRGZ@EE&!8O MUF!:K]?$T/VGJ^=]ZAZ76P/ Q5J:J4UQJ%V\/,U,:+2F0UQ>4^H@2+9$<%GB M!D;(0\P=NE!O[[0TYOCUZ]'I_GCX*CD9GHQ.U;,99/\BQ2A_5OOM\)!@Z,J_ M+#A%G]B9DSZ+._08^^!KU$"ID;/Q[DU#HV'+*KV&:<2&&5!D2L&5-%U35"1; M,LZHE6UP V$I*KWKBC(9@C.FI;)K57P,4X46.-Q_PB:I-@ M$9P$0XW2DBNX/)7[(RPY*KR9Y]P8GQSW"X# MZ?FFY!XA?S7)[+#J'8/O]OW1ZZ'?^P@ZRY8HDIL(KBIZN= ,1^<#-X242CSZ M3ZVF0=<@T@#.H_I?1>5L?ON$<"S$!VKN&(7/I0[\Q=\HT7F-P1)9#B+!U(DV&" J\<&S?QD5Y""5*1 M0]K[8#F$=LDMB#'XY622X441HH@F[@9D/N)4$6G-*JI;TXA3@;HLG28%@&1< M;R(S,*>(2HUHP1&L=- =W_\;E1NJW#/.)O@Y7R\.Y:I.9;RXRK0&W/)$]]C< M-70WXH_\BRSNH$WN8"8&W'.M<.OSQV[?$'NW+#+_AUSPJ%0\Y@[!%DCV3VC_LI,H:;3=U:5OFJ/^D60'%;749D70, M;R:YL"M='9&PO'L3=76_.M+:YMB@BUAJ26PDWA9?$)AR8 9CQJ1U8<\,=2 S M_2 $X3++F]WDS2+< %-,-4A\L52)Z21K$E]F$^HMQ(]!?(S;A&)F"7D/4T7I M]^$*J@ -)Z3OC_B#.O [#][X)5/_N7DWV9E MN-H)SL*66%#X'XM5FM7.17:MG;_A72N$0U$-?+ 9Z%3.B?=&?3#$XM*ZX8O@ MY+W(Q&D?,HNR-4BX7YUV)D9?FV\/E!-?#0@LS-G,1>0RHT*$(HV.,2%Z(;E1 M:TFBU5+*#Y$#@V12-ERJ*:'Y1OQJ>65'N2X? M6-HPK-:UF!Q6'%*+AG<+-IDX3D#STU.-.=\N'TH@NE* -_$W\ >O2C!%)=JE ML5Y-E,!&!X2"PW,SA:"T.Y-E!6HR/G2WV4;[IZ.#\?G.J_$1XNH?'9][2/U] M4K]V\JS ^\JFM8&11/,W)+YX!*2X0#F8X@%)1#&HN3V=KS93I.Z0.+"LX.3) MQ58KKQ65,)"&*>#P;3(Y$\'T6$]"T\FXRW7G(W6 +NCLL*TE!W%[=%)R.OK. M>XXPZ=3>8:+#/):@6STH;06V>\\GWZ_T.$3,=_2;<='!(?X,C+5O(J MXT;OIJL;ER>7%%UL?S'M(#]?]\=RK\G@*%M0) RI MUAG %Z>-8Q1)[YF*<]C"2S8--+P.K-'Y#(_\3WK+4Q MY^WBBC@UIQ7(/AQQBES'I?-HRU 373\=&,^NU1,O\>6B#!DB.@.JUIQ2L'[6 MF=#\189/GM[;\,G7)GSR]"%\P@*;TGPY0-V*-7.N23#0Z (H"#OEF7+0;1'AD0GFKAD57;2:T$K]91>WP!(L)[Z)DQ)!'>3LDGVQ: M$XBP8)]Y3UO:P7R,=N@+#-+0KL=G DH6I2X,?XK<-:W$RTW?!IM!FDVW9LFO M+RW6//X]S:D);ZBD-"8S>7(B0\M/DY(&.34*,<(P?CLC!Z5"_?AD,;\#W=)1 M662DEMKVG +:MIPK@]5LGU3]*B%\3^SQ;JL-1Z^'1P?)F#SSKT='Y^T$>"N@ M&(B#VEL@6<^YS)HQHXC#.$LSA%+;P07:USKAJ-YZ"M M;]"GSUU$>81Y6G/!Z%Q*^+E-V-H8)&?"4U@QPVI,;8)!B-534#A(50HUR]AV M4>-L4W.-=>6OXQ==&MY8'SOSCVUUM-'X_';*P>AT_./P?/SCR 1J,-VX:1"/ MRO2VKU>P\7-)*HM84K=RBZGJ5A6VJ%?,(%M0X5*SIH&>37ED[7&QW/\=[&+C M<7677)YGVP[ 6-*(F.]Y,TK\NANG2_RPT- SK(/G$3Y#32QMC M$BN5D._,XV9X4QR7BX#,61U9\,2N."PK(&*IR1V@/9DS!%2LUZD2O\,YW*2% M:B_H\#/%)R,CEAEV%_BU3^SE.K,T? ^< MU^(TGYW5(!F+BW7#==04:]NI/2NR^7*>6'AG$@D"CH 3C0FJ=K[@IW*YNR:L M.WNU*2+D>T5(F0"Y042^BZ0Q6'Z@R1Q2R_*:\A8RKKQ[[=#33LG!(7;@CP?N MT@YA: (+V4$QI$RI/6/I]FGNSK*@">NU&?"5GKDTE];8$;"%=/Y9WQ8&(@EE MM2;UKOU;W=Z.7RY,@7(C+/&1!_<_J98:AC[5MBSUH]8*_*H)ASEYB0[46P^4 M,%,G/AE0W0L.U%?:VQ#Q'=B5H7^;BE$QI2*E)M.SK\JX@[FA+5-08EK*7*58 MW-GXI%:!5>3N W2*?-E,FGUKFJW-1%R\4HF,U%#C=+@@L@JN+72NH@-%TXQ: M&QD)%AOST\02FY:E*I3G8ZTB#DVJKB.2P+E^^.)B*-:,D& VSIA#\5Q;O5Y8 M(9LDA8V$DK7#"@8QUUF&J!BV6A[&SNP#*^.UM# [AQ0QSRBTCEK=,XZOV^23NB0&ZL!,5D82HL(V\3J1A>(Z?.BEX]9WV#E8L- MS)F;LB[#%LNEO]DU=$3:)TBN%<;H>,J0ARJX

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͵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Τ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