SEI INSURANCE PRODUCTS TRUST, N-1A, 1998-12-31

SEI INSURANCE PRODUCTS TRUST
N-1A, 1998-12-31

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1998
FILE NO. 33-
FILE NO. 811-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
AND
REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/

------------------------

SEI INSURANCE PRODUCTS TRUST
(Exact Name of Registrant as Specified in Charter)

C/O CT CORPORATION
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)

EDWARD D. LOUGHLIN
c/o SEI Investments Company
Oaks, Pennsylvania 19456

COPIES TO:

Richard W. Grant, Esquire John H. Grady, Jr., Esquire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1701 Market Street
Philadelphia, Pennsylvania 19103 Philadelphia, Pennsylvania 19103

------------------------

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

------------------------

<TABLE>
<C> <S>
/X/ Approximate date of Proposed Public Offering:
As soon as practicable after the
effective date of this Registration Statement
</TABLE>

------------------------

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.

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- --------------------------------------------------------------------------------
<PAGE>

SEI INSURANCE
PRODUCTS
TRUST

PROSPECTUS
MARCH 31, 1999

----------------------------
EQUITY FUNDS: FIXED INCOME FUNDS:
------------ ------------------
LARGE CAP VALUE FUND CORE FIXED INCOME FUND
LARGE CAP GROWTH FUND HIGH YIELD BOND FUND
SMALL CAP VALUE FUND INTERNATIONAL FIXED INCOME FUND
SMALL CAP GROWTH FUND EMERGING MARKETS DEBT FUND
INTERNATIONAL EQUITY FUND MONEY MARKET FUND:
EMERGING MARKETS EQUITY FUND ------------------
PRIME OBLIGATION FUND
----------------------------

INVESTMENT ADVISER:
-------------------
SEI INVESTMENTS MANAGEMENT CORPORATION
--------------------------------------
SUB-ADVISERS:
-------------

<TABLE>
<S> <C>
1838 INVESTMENT ADVISERS, L.P. POLYNOUS CAPITAL MANAGEMENT, INC.
ACADIAN ASSET MANAGEMENT, INC. PROVIDENT INVESTMENT COUNSEL, INC.
ALLIANCE CAPITAL MANAGEMENT L.P. ROBERTSON STEPHENS INVESTMENT MANAGEMENT, L.P.
BEA ASSOCIATES SALOMON BROTHERS ASSET MANAGEMENT INC
BLACKROCK, INC. SANFORD C. BERNSTEIN & CO., INC.
BOSTON PARTNERS ASSET MANAGEMENT, L.P. SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED
CAPITAL GUARDIAN TRUST COMPANY SG PACIFIC ASSET MANAGEMENT, INC.,
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED SGY PACIFIC ASSET MANAGEMENT (SINGAPORE)
CREDIT SUISSE ASSET MANAGEMENT, LIMITED LIMITED AND SG YAMAICHI ASSET
FIRSTAR INVESTMENT RESEARCH & MANAGEMENT LLC MANAGEMENT CO., LTD.
FURMAN SELZ CAPITAL MANAGEMENT, LLC SPYGLASS ASSET MANAGEMENT, INC.
LSV ASSET MANAGEMENT, L.P. STRATEGIC FIXED INCOME, L.L.C.
MELLON EQUITY ASSOCIATES, LLP TCW FUNDS MANAGEMENT INC.
MORGAN STANLEY ASSET MANAGEMENT INC. WALL STREET ASSOCIATES
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT WELLINGTON MANAGEMENT COMPANY LLP
PARAMETRIC PORTFOLIO ASSOCIATES WESTERN ASSET MANAGEMENT COMPANY

</TABLE>

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED ANY FUND SHARES OR
DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE.
IT IS A CRIME FOR ANYONE TO TELL YOU OTHERWISE.

<PAGE>

SEI Insurance
Products Trust
- ----------------------

HOW TO READ THIS PROSPECTUS
- --------------------------------------------------------------------------------

SEI Insurance Products Trust is a mutual fund family that offers shares in
separate investment portfolios (Funds). The Funds have individual investment
goals and strategies and are designed exclusively as funding vehicles for
variable life insurance and variable annuity contracts. This prospectus gives
contract owners important information about the Funds. Please read this
prospectus and keep it for future reference. Variable life insurance and
variable annuity account investors should also review the separate account
prospectus prepared by their insurance company.

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

<TABLE>
<CAPTION>
<S> <C>
LARGE CAP GROWTH FUND.....................................................................
LARGE CAP VALUE FUND......................................................................
SMALL CAP GROWTH FUND.....................................................................
SMALL CAP VALUE FUND......................................................................
INTERNATIONAL EQUITY FUND.................................................................
EMERGING MARKETS EQUITY FUND..............................................................
CORE FIXED INCOME FUND....................................................................
HIGH YIELD BOND FUND......................................................................
INTERNATIONAL FIXED INCOME FUND...........................................................
EMERGING MARKETS DEBT FUND................................................................
PRIME OBLIGATION FUND.....................................................................
THE FUNDS' OTHER INVESTMENTS..............................................................
THE ADVISER AND SUB-ADVISERS..............................................................
PURCHASING AND SELLING FUND SHARES........................................................
DIVIDENDS, DISTRIBUTIONS AND TAXES........................................................
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSURANCE PRODUCTS TRUST...............Back Cover
</TABLE>

- -------------------------------------------------------------------------------

THE FUNDS AND GLOBAL ASSET ALLOCATION

STRATEGIES: Each Fund has its own distinct risk and reward characteristics,
investment objectives, policies and strategies. SEI Investments Management
Corporation (SIMC) constructs and maintains global asset allocation strategies
for certain variable life insurance and variable annuity contract owners, and
the Funds are designed in part to implement those strategies. The degree to
which a contract owner's portfolio is invested in the particular market segments
and/or asset classes represented by these Funds varies, as does the investment
risk/return potential represented by each portfolio. Some Funds, especially the
High Yield Bond, Emerging Markets Equity and Emerging Markets Debt Funds, will
have extremely volatile returns. Because of the historical lack of correlation
among various asset classes, an investment in a mix of Funds representing a
range of asset classes, as part of an asset allocation strategy, may reduce the
strategy's overall level of volatility. As a result, a global asset allocation
strategy may reduce risk.

In managing the Funds, SIMC focuses on four key principles: asset allocation,
portfolio structure, the use of specialist managers, and continuous portfolio
management. SIMC oversees a network of specialist managers who invest the
assets of these Funds in distinct segments of the market or class represented
by each Fund. These specialist managers adhere to distinct investment
disciplines, with the goal of providing greater consistency and
predictability of results, as well as broader diversification across and
within asset classes. Finally, SIMC regularly rebalances to ensure that the
appropriate mix of assets is constantly in place, and constantly monitors and
evaluates specialist managers for the Funds to ensure that they do not
deviate from their stated investment philosophy or process.

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

<PAGE>

INTRODUCTION--INFORMATION COMMON TO ALL FUNDS
- --------------------------------------------------------------------------------

Each Fund is a mutual fund that is available solely as a funding vehicle for
variable annuity and variable life insurance contracts sold by various insurance
companies. A mutual fund pools investors' money and, using professional
investment managers, invests it in securities like stocks and bonds. Before you
invest, you should know a few things about investing in mutual funds.

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 manage portions of each Fund's assets. SIMC acts as "manager of
managers" for the Funds, and attempts to ensure that the Sub-Adviser(s)
comply with the Funds' investment policies and guidelines. SIMC also
recommends the appointment of additional or replacement Sub-Adviser to the
Funds' Board. Still, investing in the Funds involves risks, and there is no
guarantee that a Fund will achieve its goal. SIMC and the Sub-Advisers (the
"Advisers") make judgments about the securities markets, the economy, or
companies, but these judgments may not anticipate actual market movements or
the impact of economic conditions on company performance. In fact, no matter
how good a job the Advisers do, you could lose money on your investment in a
Fund, just as you could with other investments. A Fund share is not a bank
deposit, and it is not insured or guaranteed by the FDIC or any government
agency.

The value of your investment in a Fund (other than the Prime Obligation Fund)
is based on the market value (or price) 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 or governments. These price movements, sometimes called volatility,
will vary depending on the types of securities the Fund owns and the markets
in which they trade. The effect on a Fund's share price of a change in the
value of a single security holding will depend on how widely the Fund's
holdings are diversified.

- --------------------------------------------------------------------------------

YEAR 2000 RISKS

Like other mutual funds (and most organizations around the world), the Funds
could be affected by computer problems related to the transition to the year
2000. While no one knows if these problems will have any impact on the Funds
or on the financial markets in general, we are taking steps to protect Fund
investors. These include efforts to ensure that the Funds' own systems are
prepared to make the transition to the year 2000, and to determine that the
problem will not affect the systems used by the Funds' major service
providers. Whether these steps will be effective can only be known for
certain in the year 2000. There is additional information on these risks in
the Funds' Statement of Additional Information.

<PAGE>

LARGE CAP VALUE FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT GOAL LONG-TERM GROWTH OF CAPITAL AND INCOME
SHARE PRICE VOLATILITY MEDIUM TO HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS THAT MANAGE IN A
VALUE STYLE, THE FUND INVESTS IN LARGE CAP INCOME-PRODUCING
U.S. COMMON STOCKS.
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The Large Cap Value Fund invests primarily in common stocks of U.S. companies
with market capitalizations of more than $1 billion. The Fund uses a
multi-manager approach, relying on a number of Sub-Advisers to manage portions
of the Fund's portfolio under the general supervision of SIMC. Each Sub-Adviser,
in managing its portion of the Fund's assets, selects stocks it believes are
undervalued in light of such fundamental characteristics as earnings, book value
or return on equity. The Fund's portfolio is diversified as to issuers and
industries.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Historically,
the equity markets have moved in cycles, and the value of the Fund's equity
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 price of securities issued by such companies may
suffer a decline in response. These factors contribute to price volatility,
which is the principal risk of investing in the Fund.

In addition, the Fund is subject to the risk that its principal market
segment, large capitalization value stocks, may under perform other equity
market segments or the equity markets as a whole.

<PAGE>

LARGE CAP VALUE FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Large Cap Value Fund had not commenced operations, and
did not have a performance history.

- --------------------------------------------------------------------------------

FUND FEES AND EXPENSES

Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services and other costs
of doing business. This table describes the highest fees and expenses that you
may currently pay if you hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>

CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE CURRENT FISCAL
YEAR ARE EXPECTED TO BE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE
[ADVISER/ADMINISTRATOR/DISTRIBUTOR] WILL WAIVE A PORTION OF ITS FEE IN ORDER TO
KEEP TOTAL OPERATING EXPENSES AT A SPECIFIED LEVEL. THE
[ADVISER/ADMINISTRATOR/DISTRIBUTOR] MAY DISCONTINUE ALL OR PART OF ITS WAIVER AT
ANY TIME. WITH THIS FEE WAIVER, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE
EXPECTED TO BE AS FOLLOWS:

LARGE CAP VALUE FUND ___%

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

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS

<S> <C> <C>
Large Cap Value Fund $____ $____

</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

LARGE CAP GROWTH FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT GOAL CAPITAL APPRECIATION
SHARE PRICE VOLATILITY MEDIUM TO HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS THAT MANAGE IN A GROWTH STYLE,
THE FUND INVESTS IN LARGE CAP U.S. COMMON STOCKS.
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The Large Cap Growth Fund invests primarily in common stocks of U.S. companies
with market capitalizations of more than $1 billion. The Fund uses a
multi-manager approach, relying on a number of Sub-Advisers to manage portions
of the Fund's portfolio under the general supervision of SIMC. Each Sub-Adviser,
in managing its portion of the Fund's assets, selects stocks it believes have
significant growth potential in light of such characteristics as revenue and
earnings growth and positive earnings surprises. The Fund's portfolio is
diversified as to issuers and industries.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

In addition, the Fund is subject to the risk that its principal market segment,
large capitalization growth stocks, may underperform other equity market
segments or the equity markets as a whole.

<PAGE>

LARGE CAP GROWTH FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Large Cap Growth Fund had not commenced operations,
and did not have a performance history.

- --------------------------------------------------------------------------------

FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____% *
</TABLE>

- --------------------------------------------------------------------------------
* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE CURRENT FISCAL
YEAR ARE EXPECTED TO BE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE
[ADVISER/ADMINISTRATOR/DISTRIBUTOR] WILL WAIVE A PORTION OF ITS FEE IN ORDER TO
KEEP TOTAL OPERATING EXPENSES AT A SPECIFIED LEVEL. THE
[ADVISER/ADMINISTRATOR/DISTRIBUTOR] MAY DISCONTINUE ALL OR PART OF ITS WAIVER AT
ANY TIME. WITH THIS FEE WAIVER, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE
EXPECTED TO BE AS FOLLOWS:

LARGE CAP GROWTH FUND ___%

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

EXAMPLE

1 YEAR 3 YEARS

<S> <C> <C>
Large Cap Growth Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

SMALL CAP VALUE FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<S> <C>
INVESTMENT GOAL CAPITAL APPRECIATION
SHARE PRICE VOLATILITY HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS THAT MANAGE IN A VALUE STYLE,
THE FUND INVESTS IN COMMON STOCKS OF SMALLER U.S. COMPANIES.
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The Small Cap Value Fund invests primarily in common stocks of U.S. companies
with market capitalizations of less than $2 billion. The Fund uses a
multi-manager approach, relying upon a number of Sub-Advisers to manage portions
of the Fund's portfolio under the general supervision of SIMC. Each Sub-Adviser,
in managing its portion of the Fund's assets, selects stocks it believes are
undervalued in light of such fundamental characteristics as earnings, book value
or return on equity. The Fund's portfolio is diversified as to issuers and
industries.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is also subject to the risk that its principal market segment, small
capitalization value stocks, may underperform other equity market segments or
the equity markets as a whole. The smaller capitalization companies the Fund
invests in may be more vulnerable to adverse business or economic events than
larger, more established companies. In particular, these small companies may
have limited product lines, markets and financial resources, and may depend upon
a relatively small management group. Therefore, small cap stocks may be more
volatile than those of larger companies.

<PAGE>

SMALL CAP VALUE FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Small Cap Value Fund had not commenced operations, and
did not have a performance history.

- --------------------------------------------------------------------------------

FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____% *
</TABLE>

- --------------------------------------------------------------------------------

SMALL CAP VALUE FUND ____%

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

EXAMPLE

1 YEAR 3 YEARS

<S> <C> <C>
Small Cap Value Fund $____ $____

</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

SMALL CAP GROWTH FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<S> <C>
INVESTMENT GOAL LONG-TERM CAPITAL APPRECIATION
SHARE PRICE VOLATILITY HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS THAT MANAGE IN A GROWTH STYLE,
THE FUND INVESTS IN COMMON STOCKS OF SMALLER U.S. COMPANIES.
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The Small Cap Growth Fund invests primarily in common stocks of U.S.
companies with market capitalizations of less than $2 billion. The Fund uses
a multi-manager approach, relying upon a number of Sub-Advisers to manage
portions of the Fund's portfolio under the general supervision of SIMC. Each
Sub-Adviser, in managing its portion of the Fund's assets, selects stocks it
believes have significant growth potential in light of such characteristics
as revenue and earnings growth and positive earnings surprises. The Fund's
portfolio is diversified as to issuers and industries.

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is also subject to the risk that its principal market segment, small
capitalization growth stocks, may underperform other equity market segments or
the equity markets as a whole. The small capitalization companies the Fund
invests in may be more vulnerable to adverse business or economic events than
larger, more established companies. In particular, these small companies may
have limited product lines, markets and financial resources, and may depend upon
a relatively small management group. Therefore, small cap stocks may be more
volatile than those of larger companies.

<PAGE>

SMALL CAP GROWTH FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Small Cap Growth Fund had not commenced operations,
and did not have a performance history.

- --------------------------------------------------------------------------------

FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

SMALL CAP GROWTH FUND ____%

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS

<S> <C> <C>
Small Cap Growth Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<S> <C>
INVESTMENT GOAL CAPITAL APPRECIATION
SHARE PRICE VOLATILITY MEDIUM TO HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS, THE FUND INVESTS IN EQUITY SECURITIES OF
FOREIGN COMPANIES.
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The International Equity Fund invests primarily in common stocks and other
equity securities of foreign companies. The Fund uses a multi-manager approach,
relying upon a number of Sub-Advisers to manage portions of the Fund's portfolio
under the general supervision of SIMC. The Fund's portfolio is diversified as to
issuers, market capitalization, industry and country. The Fund primarily
invests in companies located in developed countries, but may also invest in
companies located in emerging markets.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Historically,
the equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. 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. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The price of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is the principal risk of
investing in any Fund.

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

The Fund invests in securities issued by European issuers. On January 1, 1999,
the countries participating in the European Monetary Union (EMU) implemented a
new currency unit, the Euro, which is reshaping financial markets, banking
systems and monetary policies in Europe and other parts of the world. Although
it is not possible to predict the eventual impact of the Euro implementation
plan on the Funds, the transition to the Euro may change the economic
environment and behavior of investors, particularly in European markets.

<PAGE>

NTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the International Equity Fund had not commenced
operations, and did not have a performance history.

- --------------------------------------------------------------------------------

FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

INTERNATIONAL EQUITY FUND ____%

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

EXAMPLE

1 YEAR 3 YEARS

<S> <C> <C>
International Equity Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<S> <C>
INVESTMENT GOAL CAPITAL APPRECIATION
SHARE PRICE VOLATILITY VERY HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS, THE FUND INVESTS IN EQUITY SECURITIES
OF EMERGING MARKETS COMPANIES.
</TABLE>

- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The Emerging Markets Equity Fund invests primarily in common stocks and other
equity securities of foreign companies located in emerging markets countries.
The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers to
manage portions of the Fund's portfolio under the general supervision of SIMC.
The Fund is diversified as to issuers, market capitalization, industry and
country.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Historically,
the equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. 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. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The price of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is one principal risk of
investing in any Fund.

The Fund is also subject to the risk that its market segment, emerging markets
equity securities, may underperform other equity market segments or the equity
markets as a whole.

Emerging market countries are countries that the World Bank or the United
Nations considers to be emerging or developing. Emerging markets may be more
likely to experience political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition, the financial
stability of issuers (including governments) in emerging market countries may
be more precarious than in other countries. As a result, there will tend to
be an increased risk of price volatility associated with the Fund's
investments in emerging market countries, which may be magnified by currency
fluctuations relative to the U.S. dollar.

<PAGE>

EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION

As of March 31, 1999, the Emerging Markets Equity Fund had not commenced
operations, and did not have a performance history.

- --------------------------------------------------------------------------------

FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

EMERGING MARKETS EQUITY FUND ____%

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

EXAMPLE

1 YEAR 3 YEARS

<S> <C> <C>
Emerging Markets Equity Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

CORE FIXED INCOME FUND
- --------------------------------------------------------------------------------
FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL CURRENT INCOME AND PRESERVATION OF CAPITAL
SHARE PRICE VOLATILITY MEDIUM
PRINCIPAL INVESTMENT STRATEGY UTILIZING MULTIPLE SPECIALIST SUB-ADVISERS
THAT HAVE FIXED INCOME INVESTMENT
EXPERTISE, THE FUND INVESTS IN INVESTMENT
GRADE U.S. FIXED INCOME SECURITIES.
</TABLE>
- --------------------------------------------------------------------------------

INVESTMENT STRATEGY

The Core Fixed Income Fund invests primarily in investment grade U.S. corporate
and government fixed income securities, including mortgage-backed securities.
The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers to
manage portions of the Fund's portfolio under the general supervision of SIMC.
Sub-Advisers are selected for their expertise in managing various kinds of fixed
income securities, and each Sub-Adviser makes investment decisions based on an
analysis of yield trends, credit ratings and other factors in accordance with
its particular discipline. While each Sub-Adviser chooses securities of
different types and maturities, the Fund in the aggregate generally will have a
dollar-weighted average duration that is consistent with that of the broad U.S.
fixed income market (currently _____ years).

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of fixed income securities respond to economic developments,
particularly interest rate changes, as well as to perceptions about the
creditworthiness of individual issuers, including governments. Generally,
fixed income securities will decrease in value if interest rates rise and
vice versa, and the volatility of lower rated securities is even greater than
that of higher rated securities. Also, longer term securities are generally
more volatile, so the average maturity or duration of these securities
affects risk.

Although the Fund's 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, 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.

Mortgage-backed securities are fixed income securities representing an
interest in a pool of underlying mortgage loans. They are sensitive to
changes in interest rates, but may respond to these changes differently from
other fixed income securities due to the possibility of prepayment of the
underlying mortgage loans. As a result, it may not be possible to determine
in advance the actual maturity date or average life of a mortgage-backed
security. Rising interest rates tend to discourage refinancings, with the
result that the average life and volatility of the security will increase
exacerbating its decrease in market price. When interest rates fall, however,
mortgage-backed securities may not gain as much in market value because of
the expectation of additional mortgage prepayments, which must be reinvested
at lower interest rates. Prepayment risk may make it difficult to calculate
the average maturity of a portfolio of mortgage-backed securities and,
therefore, to assess the volatility risk of that portfolio.

The Fund is also subject to the risk that its market segment, U.S. fixed income
securities, may underperform other fixed income market segments or the fixed
income markets as a whole.

<PAGE>

CORE FIXED INCOME FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Core Fixed Income Fund had not commenced operations,
and did not have a performance history.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

CORE FIXED INCOME FUND ___%

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS

<S> <C> <C>
Core Fixed Income Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

HIGH YIELD BOND FUND
- --------------------------------------------------------------------------------
FUND SUMMARY
<TABLE>
<S> <C>
INVESTMENT GOAL TOTAL RETURN
SHARE PRICE VOLATILITY HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING ONE OR MORE SPECIALIST SUB-ADVISERS, THE FUND
INVESTS IN HIGH YIELD, HIGH RISK SECURITIES.
</TABLE>
- --------------------------------------------------------------------------------
INVESTMENT STRATEGY

The High Yield Bond Fund invests primarily in fixed income securities rated
below investment grade ("junk bonds"), including corporate bonds and debentures,
convertible and preferred securities, and zero coupon obligations. The
Sub-Adviser chooses securities that offer a high current yield as well as total
return potential. The Fund's securities are diversified as to issuers and
industries. The Fund's average weighted maturity is typically between ___ and
____ years, and there is no limit on the maturity or on the credit quality of
any security.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of fixed income securities respond to economic developments,
particularly interest rate changes, as well as to perceptions about the
creditworthiness of individual issuers, including governments. Generally,
fixed income securities will decrease in value if interest rates rise and
vice versa and the volatility of lower rated securities is even greater than
that of higher rated securities. Also, longer term securities are generally
more volatile, so the average maturity or duration of these securities
affects risk.

Junk bonds involve greater risks of default or downgrade and are more
volatile 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 Fund is also subject to the risk that its particular market segment, high
yield securities, may underperform other fixed income market segments or the
fixed income markets as a whole.

<PAGE>

HIGH YIELD BOND FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the High Yield Bond Fund had not commenced operations, and
did not have a performance history.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES CLASS A

<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

HIGH YIELD BOND FUND ___%

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS

<S> <C> <C>
High Yield Bond Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

INTERNATIONAL FIXED INCOME FUND
- --------------------------------------------------------------------------------
FUND SUMMARY
<TABLE>
<S> <C>
INVESTMENT GOAL CAPITAL APPRECIATION AND CURRENT INCOME
SHARE PRICE VOLATILITY HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING ONE OR MORE SPECIALIST
SUB-ADVISERS, THE FUND INVESTS IN
INVESTMENT GRADE FIXED INCOME
SECURITIES OF FOREIGN GOVERNMENT AND
CORPORATE ISSUERS.
</TABLE>
- --------------------------------------------------------------------------------
INVESTMENT STRATEGY

The International Fixed Income Fund invests primarily in foreign government,
corporate, and mortgage-backed securities. In selecting investments for the
Fund, the Sub-Adviser chooses investment grade securities issued by corporation
and governments located in various developed foreign countries, looking for
opportunities for capital appreciation and gain, as well as current income.
There are no restrictions on the Fund's average portfolio maturity or on the
maturity of any specific security.

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of fixed income securities respond to economic developments,
particularly interest rate changes, as well as to perceptions about the
creditworthiness of individual issuers, including governments. In the case of
foreign securities, price fluctuations will reflect international economic
and political events, as well as changes in currency valuations relative to
the U.S. dollar. Generally, fixed income securities will decrease in value if
interest rates rise and vice versa, and the volatility of lower rated
securities is even greater than that of higher rated securities. Also,
longer-term securities are generally more volatile, so the average maturity
or duration of these securities affects risk. In addition, the Fund is
subject to the risk that its market segment, developed international fixed
income securities, may underperform other fixed income market segments or the
fixed income markets as a whole.

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.

<PAGE>

INTERNATIONAL FIXED INCOME FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the International Fixed Income Fund had not commenced
operations, and did not have a performance history.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

INTERNATIONAL FIXED INCOME FUND ____%

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS

<S> <C> <C>
International Fixed Income Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

EMERGING MARKETS DEBT FUND
- --------------------------------------------------------------------------------
FUND SUMMARY
<TABLE>
<S> <C>
INVESTMENT GOAL TOTAL RETURN
SHARE PRICE VOLATILITY HIGH TO VERY HIGH
PRINCIPAL INVESTMENT STRATEGY UTILIZING ONE OR MORE SPECIALIST
SUB-ADVISERS, THE FUND INVESTS IN
SECURITIES OF EMERGING MARKETS
ISSUERS.
</TABLE>
- --------------------------------------------------------------------------------
INVESTMENT STRATEGY

The Emerging Markets Debt Fund invests primarily in U.S. dollar denominated debt
securities of government, government-related and corporate issuers in emerging
markets countries, as well as entities organized to restructure the outstanding
debt of such issuers. The Sub-Adviser will spread the Fund's holdings across a
number of countries and industries to limit its exposure to a single emerging
market economy. There are no restrictions on the Fund's average portfolio
maturity, or on the maturity of any specific security. There is no minimum
rating standard for the Fund's securities and the Fund's securities will
generally be in the lower or lowest rating categories.

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of fixed income securities respond to economic developments,
particularly interest rate changes, as well as to perceptions about the
creditworthiness of individual issuers, including governments. In the case of
foreign securities, price fluctuations will reflect international economic and
political events. Generally, fixed income securities decrease in value if
interest rates rise and vice versa. The volatility of lower rated fixed income
obligations, such as "junk bonds" and certain foreign sovereign debt
obligations, is even greater since the prospects for repayment of principal and
interest of many of these securities is speculative. Some may even be in
default. As an incentive to invest in these risky securities, they tend to offer
higher returns. Also, longer-term securities are generally more volatile, and
the average maturity or duration of these securities affects risk.

The Fund is also subject to the risk that its market segment, emerging markets
debt securities, may underperform other fixed income market segments or the
fixed income markets as a whole.

The foreign sovereign debt securities (including "Brady Bonds") the Fund
purchases involve additional risks, including the risk that: (i) the
governmental entity that controls the repayment of sovereign debt may not be
willing or able to repay the principal and/or interest when it becomes due, due
to factors such as debt service burden, political constraints, cash flow
problems and other national economic factors; (ii) governments may default on
their sovereign debt, which may require holders of such sovereign debt to
participate in debt rescheduling or additional lending to defaulting
governments; and (iii) there may be no bankruptcy proceeding by which defaulted
sovereign debt may be collected in whole or in part.

<PAGE>

EMERGING MARKETS DEBT FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Emerging Markets Debt Fund had not commenced
operations, and did not have a performance history.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees ____%
Distribution and Service (12b-1) Fees ____%
Other Expenses ____%
Total Annual Fund Operating Expenses ____%*
</TABLE>

- --------------------------------------------------------------------------------

EMERGING MARKETS DEBT FUND ____%

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

EXAMPLE

1 YEAR 3 YEARS

<S> <C> <C>
Emerging Markets Debt Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

PRIME OBLIGATION FUND
- --------------------------------------------------------------------------------
FUND SUMMARY
<TABLE>
<S> <C>
INVESTMENT GOAL: PRESERVING PRINCIPAL AND MAINTAINING
LIQUIDITY WHILE PROVIDING CURRENT
INCOME.
SHARE PRICE VOLATILITY: LOW.
PRINCIPAL INVESTMENT STRATEGY: UTILIZING A SPECIALIST SUB-ADVISER,
THE FUND INVESTS IN HIGH QUALITY
SHORT-TERM MONEY MARKET SECURITIES.

</TABLE>
- --------------------------------------------------------------------------------
INVESTMENT STRATEGY

The Prime Obligation Fund invests substantially all of its assets in
obligations of U.S. issuers, including: (i) commercial paper; (ii)
certificates of deposit, time deposits, bankers' acceptances, and bank notes
issued by U.S. commercial banks or savings and loan institutions that meet
certain asset requirements; (iii) corporate obligations; (iv) short-term
obligations issued by state and local governments; and (v) U.S. Treasury
obligations and obligations issued or guaranteed as to principal and interest
by the agencies of the U.S. government. The Fund may also enter into
fully-collateralized repurchase agreements.

The Fund's portfolio is comprised only of short-term debt obligations that
are rated in the highest category by nationally recognized rating
organizations for securities that the adviser determines are of equal quality.

The Fund invests in high quality, short-term debt securities, commonly known
as money market instruments. The Fund follows strict SEC rules about credit
risk, maturity and diversification of its investments.

WHAT ARE THE RISKS OF INVESTING IN THE PRIME OBLIGATION FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates. In
addition, although the Fund seeks to keep a constant price per share of
$1.00, you may lose money by investing in the Fund.

<PAGE>

PRIME OBLIGATION FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION

As of March 31, 1999, the Prime Obligation Fund had not commenced operations,
and does not have a performance history.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

- --------------------------------------------------------------------------------

PRIME OBLIGATION FUND ____%

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

EXAMPLE

1 YEAR 3 YEARS

<S> <C> <C>
Prime Obligation Fund $____ $____
</TABLE>

- --------------------------------------------------------------------------------

<PAGE>

THE FUNDS' OTHER INVESTMENTS
- --------------------------------------------------------------------------------

Each Fund also may invest in other securities, use other strategies and
engage in other investment practices, which are described in detail in the
Funds' Statement of Additional Information (SAI). Of course, the Funds cannot
guarantee that any Fund will achieve its investment goal.

The investments and strategies described throughout this prospectus are those
that the Advisers use under normal conditions. During unusual economic or
market conditions or for temporary defensive or liquidity purposes, each Fund
may invest up to 100% of its assets in cash, money market instruments,
repurchase agreements and short-term obligations that would not ordinarily be
consistent with the Funds' objectives. A Fund will do so only if the Adviser
or Sub-Adviser believes that the risk of loss outweighs the opportunity for
capital gains and higher income.

INVESTMENT ADVISER AND SUB-ADVISERS:
- --------------------------------------------------------------------------------

SIMC ACTS AS THE MANAGER OF MANAGERS OF THE FUNDS, AND IS RESPONSIBLE FOR THE
INVESTMENT PERFORMANCE OF THE FUNDS, SINCE IT ALLOCATES EACH FUND'S ASSETS TO
ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO
THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the
assets it manages and continuously reviews, supervises and administers its
investment program. SIMC oversees the Sub-Advisers to ensure compliance with
the Funds' investment policies and guidelines, and monitors each
Sub-Adviser's adherence to its investment style. The Board of Trustees
supervises the Advisers and Sub-Advisers; establishes policies that they
must follow in their management activities; and oversees the hiring and
termination of Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers
out of the investment advisory fees it receives (described below).

<PAGE>

SIMC, an SEC-registered adviser, serves as the Adviser to the Funds. As of
October 31, 1998, SIMC had approximately $___ billion in assets under
management. SIMC is entitled to investment advisory fees as follows:

<TABLE>
<CAPTION>
<S> <C>
LARGE CAP VALUE FUND --%
LARGE CAP GROWTH FUND --%
SMALL CAP VALUE FUND --%
SMALL CAP GROWTH FUND --%
INTERNATIONAL EQUITY FUND --%
EMERGING MARKETS EQUITY FUND --%
CORE FIXED INCOME FUND --%
HIGH YIELD BOND FUND --%
EMERGING MARKETS DEBT FUND --%
PRIME OBLIGATION FUND --%
</TABLE>

The Advisers may use their affiliates (including affiliates of the Sub-Advisers)
as brokers for Fund transactions provided certain SEC guidelines are followed.
These guidelines are described in the SAI.

SUB-ADVISERS AND PORTFOLIO MANAGERS

LARGE CAP VALUE FUND:

LSV ASSET MANAGEMENT, L.P.: Josef Lakonishok, Andrei Shleifer and Robert Vishny
of LSV Asset Management, L.P. ("LSV"), serve as portfolio managers of a portion
of the assets of the Large Cap Value Fund. They are officers and partners of
LSV. An affiliate of SIMC owns an interest in LSV. SIMC pays LSV a fee,
which is calculated and paid monthly, based on an annual rate of --% of the
average monthly market value of the assets of the Fund managed by LSV.

MELLON EQUITY ASSOCIATES, LLP: William P. Rydell and Robert A. Wilk of Mellon
Equity Associates, LLP ("Mellon Equity"), serve as portfolio managers of a
portion of the assets of the Large Cap Value Fund. Mr. Rydell is the President
and Chief Executive Officer of Mellon Equity, and has been managing individual
and collective portfolios at Mellon Equity since 1982. Mr. Wilk is a Senior Vice
President and Portfolio Manager of Mellon Equity, and has been involved with
securities analysis, quantitative research, asset allocation, trading, and
client services at Mellon Equity since April 1990.

SANFORD C. BERNSTEIN & CO., INC.: Lewis A. Sanders and Marilyn Goldstein
Fedak of Sanford C. Bernstein & Co., Inc. ("Bernstein"), serve as portfolio
managers of a portion of the assets of the Large Cap Value Fund. Mr. Sanders
has been employed by Bernstein since 1969, and is currently Chairman of the
Board, Chief Executive Officer, and a Director of Bernstein. Ms. Fedak, Chief
Investment Officer--Large Capitalization Domestic Equities and a Director of
Bernstein, has been employed by Bernstein since 1984.

LARGE CAP GROWTH FUND:

ALLIANCE CAPITAL MANAGEMENT L.P.: A committee of investment professionals at
Alliance Capital Management L.P. manages a portion of the assets of the Large
Cap Growth Fund.

PROVIDENT INVESTMENT COUNSEL, INC.: George E. Handtmann III and Jeffrey J.
Miller of Provident Investment Counsel, Inc. ("Provident"), serve as portfolio
managers of a portion of the assets of the Large Cap Growth Fund. Mr. Handtmann
has been with Provident since 1982, and Mr. Miller has been with Provident since
1972.

<PAGE>

TCW FUNDS MANAGEMENT INC.: Glen E. Bickerstaff of TCW Funds Management Inc.
("TCW") serves as portfolio manager of a portion of the assets of the Large Cap
Growth Fund. Mr. Bickerstaff is a Managing Director of TCW, and has over 18
years of investment experience dedicated to investing large cap growth
securities. Mr. Bickerstaff joined TCW in May, 1998 after 10 years at
Transamerica Investment Services, where he served as Vice President and Senior
Portfolio Manager.

SMALL CAP VALUE FUND:

1838 INVESTMENT ADVISORS, L.P.: Edwin B. Powell, J. Kelly Flynn and Cynthia R.
Axelrod of 1838 Investment Advisors, L.P. ("1838"), serve as portfolio managers
of a portion of the assets of the Small Cap Value Fund. Prior to joining 1838,
Mr. Powell managed small cap equity funds for Provident Capital Management from
1987 to 1994. Mr. Flynn, a Director of 1838, has over five years of experience
in the investment business. Prior to joining 1838 in 1997, Mr. Flynn was in the
Investment Banking Division at CS First Boston and was an Associate of the
Edgewater Private Equity Fund. Mr. Flynn has also worked in the Equities
Division of Goldman, Sachs & Co. Prior to joining 1838 in 1995, Ms. Axelrod was
with Friess Associates from 1992 to 1995.

BOSTON PARTNERS ASSET MANAGEMENT, L.P.: Wayne J. Archambo, C.F.A., of Boston
Partners Asset Management, L.P. ("BPAM"), serves as portfolio manager of a
portion of the assets of the Small Cap Value Fund. He has been employed by
BPAM since its organization, and has 14 years experience investing in
equities. Prior to joining BPAM, Mr. Archambo was employed at The Boston
Company Asset Management, Inc. ("TBCAM"), from 1989 through April 1995. He
created TBCAM's small cap value product in 1992.

LSV ASSET MANAGEMENT, L.P.: Josef Lakonishok, Andrei Shleifer and Robert
Vishny of LSV Asset Management, L.P ("LSV"), serve as portfolio managers of a
portion of the assets of the Small Cap Value Fund. They are officers and
partners of LSV. An affiliate of SIMC owns a majority interest in LSV. SIMC
pays LSV a fee, which is calculated and paid monthly, based on an annual rate
of --% of the average monthly market value of the assets of the Fund managed
by LSV.

MELLON EQUITY ASSOCIATES, LLP: William P. Rydell and Robert A. Wilk of Mellon
Equity Associates, LLP ("Mellon Equity"), serve as portfolio managers of a
portion of the assets of the Small Cap Value Fund. Mr. Rydell is the
President and Chief Executive Officer of Mellon Equity, and has been managing
individual and collective portfolios at Mellon Equity since 1982. Mr. Wilk is
a Senior Vice President and Portfolio Manager of Mellon Equity, and has been
involved with securities analysis, quantitative research, asset allocation,
trading, and client services at Mellon Equity since April 1990.

SMALL CAP GROWTH FUND:

FURMAN SELZ CAPITAL MANAGEMENT, LLC: Matthew S. Price and David C. Campbell of
Furman Selz Capital Management, LLC ("Furman Selz"), serve as portfolio managers
of a portion of the assets of the Small Cap Growth Fund. Mr. Price and Mr.
Campbell have been with Furman Selz for over 5 and 7 years, respectively. Prior
to Joining Furman Selz, Mr. Price and Mr. Campbell were Senior Portfolio
Managers at Value Line Asset Management.

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT: Arthur E. Nicholas and John Kane of
Nicholas-Applegate Capital Management ("Nicholas-Applegate") serve as portfolio
managers of a portion of the assets of the Small Cap Growth Fund. Mr. Nicholas
is the founder and Chief Investment Officer of the firm. Under the supervision
of Mr. Nicholas, the U.S. Systematic team is responsible for the day-to-day
management of the Small Cap Growth Fund's assets. Mr. Kane is the lead portfolio
manager of the U.S. Systematic team. He has been a fund manager and investment

<PAGE>

team leader since June 1994. Prior to joining Nicholas-Applegate, he had 25
years of investment/economics experience with ARCO Investment Management Company
and General Electric Company.

ROBERTSON, STEPHENS INVESTMENT MANAGEMENT, L.P.: Jim Callinan of Robertson,
Stephens Investment Management, L.P. ("Robertson"), serves as portfolio manager
of a portion of the assets of the Small Cap Growth Fund. Mr. Callinan is a
managing director of Robertson. He joined Robertson in June 1996 after nine
years at Putnam Investments ("Putnam") in Boston, where he served as a portfolio
manager of the Putnam OTC Emerging Growth Fund. Mr. Callinan also served as a
specialty growth research analyst and portfolio manager of both the Putnam
Emerging Information Science Trust Fund and the Putnam Emerging Health Sciences
Trust Fund while at Putnam.

SPYGLASS ASSET MANAGEMENT, INC.: Roger H. Stamper and Stephen Wisneski of
Spyglass Asset Management, Inc. ("Spyglass"), serve as portfolio managers of a
portion of the assets of the Small Cap Growth Fund. Mr. Stamper, President of
Spyglass, has 14 years of investment experience. Prior to founding Spyglass, Mr.
Stamper served as Managing Director of Equities at First of America Investment
Management, where he also served as portfolio manager of the $1 billion small
cap growth equity product. Mr. Wisneski, Chief Operating Officer, has over 12
years of investment experience. Prior to joining Spyglass, Mr. Wisneski served
as portfolio manager on the large cap growth products for First of America
Investment Management.

WALL STREET ASSOCIATES: William Jeffery III, Kenneth F. McCain and Richard S.
Coons of Wall Street Associates ("WSA") serve as portfolio managers of a portion
of the assets of the Small Cap Growth Fund. Each owns 1/3 of, and is a principal
of, WSA. They each have an average of 27 years of investment management
experience.

INTERNATIONAL EQUITY FUND:

ACADIAN ASSET MANAGEMENT, INC.: A committee of investment professionals at
Acadian Asset Management, Inc. manages a portion of the assets of to the
International Equity Fund.

CAPITAL GUARDIAN TRUST COMPANY: A committee of investment professionals at
Capital Guardian Trust Company manages a portion of the assets of the
International Equity Fund.

SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED: Albert Morillo of Scottish Widows
Investment Management Limited ("Scottish Widows") serves as portfolio manager of
a portion of the assets of the International Equity Fund. Mr. Morillo joined
Scottish Widows as a UK analyst in 1985, and became head of the European Team in
1991. Mr. Morillo sits on the Investment Policy committee and has asset
allocation responsibilities for the firm's global equity accounts. Mr. Morillo
has been a member of the European team since 1986.

SG YAMAICHI ASSET MANAGEMENT COMPANY, LTD., SG PACIFIC ASSET MANAGEMENT, INC.,
AND SGY ASSET MANAGEMENT (SINGAPORE) LTD.: Marco Wong and Hiroyoshi Nakagawa of
SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi"), SG Pacific Asset
Management, Inc. (formerly, Yamaichi Capital Management, Inc.)("SG Pacific") and
SGY Asset Management (Singapore) Ltd. ("SGY"), serve as portfolio managers of a
portion of the assets of the International Equity Fund. Mr. Wong leads the
management team for the assets of the funds allocated to SG Pacific, SGY and SG
Yamaichi. Mr. Wong has been with SG Yamaichi since 1986. Mr. Nakagawa oversees
the Japan investment team in Tokyo, and also serves as portfolio manager for the
International Equity Fund. Mr. Nakagawa joined SG Yamaichi in 1977.

<PAGE>

EMERGING MARKETS EQUITY FUND:

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED: Anthony Gibson and Louis
Stassen of Coronation Asset Management (Proprietary) Limited ("Coronation")
serve as portfolio managers of a portion of the assets of the Emerging Markets
Equity Fund. Prior to joining Coronation in 1993, Mr. Gibson, the head of
Coronation's Investment Committee, and Mr. Stassen, the head of Coronation's
research department, worked at Syfrets Managed Assets for seven years and one
year, respectively. Prior to joining Syfrets Managed Assets, Mr. Stassen worked
as an Investment Analyst for Allan Gray Investment Counsel.

CREDIT SUISSE ASSET MANAGEMENT LIMITED: Glenn Wellman and Isabel Knight of
Credit Suisse Asset Management Limited ("Credit Suisse") serve as portfolio
managers of a portion of the assets of the Emerging Markets Equity Fund. Mr.
Wellman is a Managing Director of Credit Suisse. Prior to joining Credit Suisse
in 1993, he was a Director and Senior Vice President at Alliance Capital
Limited. Ms. Knight is a Director of Credit Suisse, prior to joining Credit
Suisse in 1997, she was Senior Fund Manager at Foreign and Colonial from 1995 to
1997. From 1992 to 1995, Ms. Knight was a Portfolio Manager for Morgan Stanley
Asset Management.

MORGAN STANLEY ASSET MANAGEMENT INC.: Robert L. Meyer, Michael Perl and Andy
Skov of Morgan Stanley Asset Management Inc. ("MSAM") serve as portfolio
managers of a portion of the assets of the Emerging Markets Equity Fund. Mr.
Meyer is a Managing Director and joined MSAM in 1989 after working for the law
firm of Irell & Manella. Mr. Perl is a Vice President and joined MSAM after 6
years at Bankers Trust Australia, where he served as a Portfolio Manager. Mr.
Skov is a Principal and joined MSAM after 4 years as an Associate at Bankers
Trust.

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT: Arthur E. Nicholas of Nicholas-Applegate
Capital Management ("Nicholas-Applegate") serves as portfolio manager of a
portion of the assets of the Emerging Markets Equity Fund. Mr. Nicholas is the
founder and Chief Investment Officer of the firm. The Emerging Markets team is
co-managed by Pedro Marcal and Eswar Menon. Mr. Marcal joined Nicholas-Applegate
in 1984. Mr. Menon joined Nicholas- Applegate in 1995 and has 5 years' prior
experience with Koeneman Capital Management in Singapore.

PARAMETRIC PORTFOLIO ASSOCIATES: Clifford Quisenberry of Parametric Portfolio
Associates ("Parametric") serves as portfolio manager of a portion of the assets
of the Emerging Markets Equity Fund. Mr. Quisenberry is CFA, Vice President, and
Portfolio Manager of Parametric. He joined Parametric in 1994 and has eleven
years' investment experience.

SG PACIFIC ASSET MANAGEMENT, INC. AND SGY ASSET MANAGEMENT (SINGAPORE) LTD.:
Marco Wong of SG Pacific Asset Management, Inc. (formerly, Yamaichi Capital
Management, Inc.) ("SG Pacific"), and SGY Asset Management (Singapore) Ltd.
("SGY") serves as portfolio manager of a portion of the assets of the Emerging
Markets Equity Fund. Mr. Wong leads the management team for the assets of the
funds allocated to SG Pacific and SGY. Mr. Wong has been with SG Yamaichi, the
parent of SGY and SG Pacific, since 1986.

CORE FIXED INCOME FUND:

BlackRock, Inc.: Keith Anderson and Andrew Phillips of BlackRock, Inc.
("BlackRock") serve as portfolio managers of a portion of the assets of the Core
Fixed Income Fund. Mr. Anderson is a Managing Director and Co- Head of Portfolio
Management at BlackRock, and has 14 years' experience investing in fixed income
securities. Mr. Phillips is a Principal and portfolio manager with primary
responsibility for the management of the firm's investment activities in
fixed-rate mortgage securities.

<PAGE>

FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC: Charles Groeschell of
Firstar Investment Research & Management Company, LLC ("FIRMCO"), serves as
portfolio manager of a portion of the assets of the Core Fixed Income Fund. Mr.
Groeschell is a Senior Vice President of FIRMCO investment and has been employed
by FIRMCO or its affiliates since 1983. He has 16 years experience in fixed
income management.

WESTERN ASSET MANAGEMENT COMPANY: A committee of investment professionals at
Western Asset Management Company manages a portion of the assets of the Core
Fixed Income Fund.

HIGH YIELD BOND FUND:

BEA ASSOCIATES: Richard J. Lindquist, C.F.A., of BEA Associates ("BEA")
serves as portfolio manager of the High Yield Bond Fund. Mr. Lindquist joined
BEA in 1995 as a result of BEA's acquisition of CS First Boston Investment
Management, and has had 15 years of investment management experience, all of
which were with high yield bonds. Prior to joining CS First Boston, Mr.
Lindquist was with Prudential Insurance Company of America where he managed
high yield funds totaling approximately $1.3 billion. Prior to joining
Prudential, Mr. Lindquist managed high yield funds at T. Rowe Price.

INTERNATIONAL FIXED INCOME FUND:

STRATEGIC FIXED INCOME, L.L.C.: Kenneth Windheim, Gregory Barnett and David
Jallits of Strategic Fixed Income, L.L.C. ("Strategic"), serve as portfolio
managers of the International Fixed Income Fund. Mr. Windheim is the President
of Strategic. Prior to joining Strategic, Mr. Windheim was the Chief Investment
Officer and Managing Director of the group which managed global fixed income
portfolios at Prudential Asset management. Prior to joining Strategic, Mr
Barnett was portfolio manager for the Pilgrim Multi-Market Income Fund. Prior to
that he was vice president and senior fixed income portfolio manager at
Lexington Management. Prior to joining Strategic, Mr. Jallits was Senior
Portfolio Manager for a hedge fund at Teton Partners. From 1992 to 1993, he was
Vice President and Global Fixed Income Portfolio Manager at The Putnam
Companies.

EMERGING MARKETS DEBT FUND:

SALOMON BROTHERS ASSET MANAGEMENT INC: Peter J. Wilby leads a team of
professionals from Salomon Brothers Asset Management Inc ("SBAM") that manages a
portion of the assets of the Emerging Markets Debt Fund. Mr. Wilby, a Managing
Director of SBAM, joined SBAM in 1989.

PRIME OBLIGATION FUND:

WELLINGTON MANAGEMENT COMPANY, LLP: A committee of investment professionals
at Wellington Management Company, LLP manages the assets of the Prime
Obligation Fund.

PURCHASING AND SELLING FUND SHARES
- --------------------------------------------------------------------------------

Shares are offered on each day that the NYSE is open for business (a "Business
Day").

The Funds offer their shares only to insurance companies for separate accounts
they establish to fund variable life insurance and variable annuity contracts.
An insurance company purchases or redeems shares of the Funds based on, among
other things, the amount of net contract premiums or purchase payments allocated
to a separate account investment division, transfers to or from a separate
account investment division, contract loans and repayments, contract withdrawals
and surrenders, and benefit payments. The contract prospectus describes how
contract owners may allocate, transfer and withdraw amounts to, and from,
separate accounts.

The price per share will be the net asset value per share (NAV) next
determined after the Funds receive the insurance company's purchase order.
NAV for one Fund share is the value of that share's portion of all of the
assets in the Fund. The Funds calculate NAV once each Business Day at the
regularly-scheduled close of normal trading

<PAGE>

on the New York Stock Exchange (normally, 4:00 p.m. Eastern time), except
that the Prime Obligation Fund normally calculates NAV at 2:00 p.m. Eastern
time. For an order to receive the current Business Day's NAV, generally the
Funds must receive it before 4:00 p.m. Eastern time (2:00 p.m. for the Prime
Obligation Fund).

HOW THE FUNDS CALCULATE NAV

In calculating NAV, the Funds generally value their portfolio securities at
their market price. If market prices are unavailable or are unreliable, the
Funds may determine fair value prices using methods approved by the Board of
Trustees. Some Funds hold portfolio securities that are listed on foreign
exchanges. These securities may trade on weekends or other days when the
Funds do not calculate NAV. As a result, the value of these Funds'
investments may change on days when you cannot purchase or sell Fund shares.

For the Prime Obligation Fund, the Fund values securities utilizing the
amortized cost method (as described in the SAI). If the Fund thinks
amortized cost is unreliable, fair value prices may be determined in good
faith using methods approved by the Board of Trustees. The Fund expects its
NAV to remain constant at $1.00 per share, although there is no guarantee that
the Fund can accomplish this.

[DISTRIBUTION OF FUND SHARES]

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

The Funds distribute their investment income annually as dividends, and make
distributions of capital gains, if any, at least annually.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below is summarized some important tax issues that
affect the Funds and their shareholders. This summary is based on current tax
laws, which may change.

The Funds have been advised that they will not have to pay income taxes if
they distribute all of their income and gains. Net income and realized
capital gains that the Funds distribute are not currently taxable when left
to accumulate within a variable annuity or variable life insurance contract.

For information on federal income taxation of a life insurance company with
respect to its receipt of distributions from the Funds and federal income
taxation of owners of variable annuity or variable life insurance contracts,
refer to the contract prospectus.

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.

<PAGE>

SEI INSURANCE
PRODUCTS TRUST
--------------------------------

INVESTMENT ADVISER

SEI INVESTMENTS MANAGEMENT CORPORATION

DISTRIBUTOR

SEI INVESTMENTS DISTRIBUTION CO.

LEGAL COUNSEL

MORGAN, LEWIS & BOCKIUS LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)
- --------------------------------------------------------------------------------

The SAI dated March 31, 1999, includes more detailed information about SEI
Insurance Products 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 will typically list the Funds' holdings and contain information
from the Funds' managers about Fund strategies and market conditions and trends.
The reports will also contain detailed financial information about the Funds.

TO OBTAIN MORE INFORMATION:
- --------------------------------------------------------------------------------

BY TELEPHONE: Call 1-800-DIAL-SEI
BY MAIL: Write to the Funds at:
One Freedom Valley Drive
Oaks, PA 19456
BY INTERNET: http://www.seic.com

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports,
as well as other information about the SEI Insurance Products Trust, from the
SEC's website ("http://www.sec.gov"). You may review and copy documents at the
SEC Public Reference Room in Washington, DC (for information call
1-800-SEC-0330). You may request documents by mail from the SEC, upon payment of
a duplicating fee, by writing to: Securities and Exchange Commission, Public
Reference Section, Washington, D.C. 20549- 6009.

The Funds' Investment Company Act registration number is 811-___.

<PAGE>
SEI INSURANCE PRODUCTS TRUST

Manager:

SEI Investments Management Corporation

Administrator:

SEI Investments Fund Management

Distributor:

SEI Investments Distribution Co.

Sub-Advisers:

1838 Investment Advisors, L.P.
Acadian Asset Management, Inc.
Alliance Capital Management L.P.
BEA Associates
BlackRock, Inc.
Boston Partners Asset Management, L.P.
Capital Guardian Trust Company
Coronation Asset Management (Proprietary)
Limited
Credit Suisse Asset Management, Limited
Firstar Investment Research & Management
Company, LLC
Furman Selz Capital Management LLC
LSV Asset Management, L.P.
Mellon Equity Associates, LLP
Morgan Stanley Asset Management Inc.
Nicholas-Applegate Capital Management
Parametric Portfolio Associates
Polynous Capital Management, Inc.
Provident Investment Counsel, Inc.
Robertson Stephens Investment
Management, L.P.
Salomon Brothers Asset Management Inc.
Sanford C. Bernstein & Co., Inc.
Scottish Widows Investment Management
Limited
SG Pacific Asset Management, Inc.,
SGY Pacific Asset Management (Singapore)
Limited and SG Yamaichi Asset
Management Co., Ltd.
Spyglass Asset Management, Inc.
Strategic Fixed Income, LLC
TCW Funds Management Inc.
Wall Street Associates
Wellington Asset Management Company, LLP
Western Asset Management Company

This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of the
SEI Insurance Products Trust (the "Trust") and should be read in conjunction
with the Trust's Prospectus dated March 31, 1999. A Prospectus may be obtained
through SEI Investments Distribution Co., Oaks, Pennsylvania 19456.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust................................................................. S-3
Investment Objectives and Policies........................................ S-3
Risk Factors.............................................................. S-9
Description of Permitted Investments...................................... S-10
Description of Ratings.................................................... S-27
Investment Limitations.................................................... S-29
The Administrator and Transfer Agent...................................... S-30
The Manager and The Sub-Advisers.......................................... S-31
Distribution.............................................................. S-36
Trustees and Officers of the Trust........................................ S-36
Performance............................................................... S-39
Purchase and Redemption of Shares......................................... S-40
Taxes..................................................................... S-41
Portfolio Transactions.................................................... S-42
Description of Shares..................................................... S-43
Limitation of Trustees' Liability......................................... S-43
Voting.................................................................... S-44
Shareholder Liability..................................................... S-44
Legal Counsel............................................................. S-44
</TABLE>

March 31, 1999

S-2
<PAGE>
THE TRUST

SEI Insurance Products Trust (the "Trust") is an open-end management
investment company that has diversified and non-diversified funds. The Trust was
organized as a Massachusetts business trust under a Declaration of Trust dated
December 14, 1998. The Declaration of Trust permits the Trust to offer separate
series ("funds") of units of beneficial interest ("shares") and different
classes of shares. Each share of each fund represents an equal proportionate
interest in that fund with each other share of that fund.

This Statement of Additional Information relates to the Large Cap Value,
Large Cap Growth, Small Cap Value, Small Cap Growth, International Equity,
Emerging Markets Equity, Core Fixed Income, High Yield Bond, International Fixed
Income, Emerging Markets Debt and Prime Obligation Funds (each a "Fund" and,
together, the "Funds").

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

INVESTMENT OBJECTIVES AND POLICIES

LARGE CAP VALUE FUND--The investment objective of the Large Cap Value Fund
is long-term growth of capital and income. There can be no assurance that the
Fund will achieve its investment objective.

Under normal market conditions, the Fund will invest at least 65% of its
total assets in a diversified portfolio of high quality, income producing common
stocks of large companies (I.E., companies with market capitalizations of more
than $1 billion) which, in the opinion of the advisers, are undervalued in the
marketplace at the time of purchase. In general, the advisers characterize high
quality securities as those that have above-average reinvestment rates. The
advisers also consider other factors, such as earnings and dividend growth
prospects, as well as industry outlook and market share. Any remaining assets
may be invested in other equity securities and in investment grade fixed income
securities. Investment grade (I.E., rated in one of the four highest ratings
categories) fixed income securities are securities that are rated at least BBB
by Standard & Poor's Corporation ("S&P") or Baa by Moody's Investors Service,
Inc. ("Moody's"). The Fund may also borrow money, invest in illiquid securities,
when-issued and delayed-delivery securities, shares of real estate investment
trusts ("REITs"), and shares of other investment companies, and lend its
securities to qualified buyers.

LARGE CAP GROWTH FUND--The investment objective of the Large Cap Growth Fund
is capital appreciation. There can be no assurance that the Fund will achieve
its investment objective.

Under normal market conditions, the Fund will invest at least 65% of its
total assets in equity securities of large companies (I.E., companies with
market capitalizations of more than $1 billion) which, in the opinion of the
advisers, possess significant growth potential. Any remaining assets may be
invested in investment grade fixed income securities or in equity securities of
smaller companies that the Fund's advisers believe are appropriate in light of
the Fund's objective. The Fund may also borrow money, invest in illiquid
securities, when-issued and delayed-delivery securities, shares of REITs, and
shares of other investment companies, and lend its securities to qualified
buyers.

SMALL CAP VALUE FUND--The investment objective of the Small Cap Value Fund
is capital appreciation. There can be no assurance that the Fund will achieve
its investment objective.

Under normal market conditions, the Fund will invest at least 65% of its
total assets in the equity securities of smaller companies (I.E., companies with
market capitalizations of less than $2 billion) which, in the opinion of the
advisers, have prices that appear low relative to certain fundamental
characteristics such as earnings, book value, or return on equity. Any remaining
assets may be invested in investment grade fixed income securities or equity
securities of larger, more established companies that the Fund's advisers
believe are appropriate in light of the Fund's objective. The Fund may also
borrow money, invest

S-3
<PAGE>
in illiquid securities, when-issued and delayed-delivery securities, shares of
REITs, and shares of other investment companies, and lend its securities to
qualified buyers.

SMALL CAP GROWTH FUND--The investment objective of the Small Cap Growth Fund
is long-term capital appreciation. There can be no assurance that the Fund will
achieve its investment objective.

Under normal market conditions, the Fund will invest at least 65% of its
total assets in the equity securities of smaller growth companies (I.E.,
companies with market capitalizations less than $2 billion) which, in the
opinion of the advisers, are in an early stage or transitional point in their
development and have demonstrated or have the potential for above average
capital growth. Any remaining assets may be invested in the equity securities of
more established companies that the advisers believe may offer strong capital
appreciation potential due to their relative market position, anticipated
earnings growth, changes in management or other similar opportunities.

For temporary defensive purposes, the Fund may invest all or a portion of
its assets in common stocks or larger, more established companies and in
investment grade fixed income securities. The Fund may also borrow money, invest
in illiquid securities, when-issued and delayed-delivery securities, shares of
REITs, and shares of other investment companies, and lend its securities to
qualified buyers.

The Fund's annual turnover rate may exceed 100%. Such a turnover rate may
result in higher transaction costs and in additional taxes for shareholders.

INTERNATIONAL EQUITY FUND--The International Equity Fund seeks to provide
long-term capital appreciation by investing primarily in a diversified portfolio
of equity securities of non-U.S. issuers.

Under normal circumstances, at least 65% of the International Equity Fund's
assets will be invested in equity securities of non-U.S. issuers located in at
least three countries other than the United States.

Securities of non-U.S. issuers purchased by the Fund will typically be
listed on recognized foreign exchanges, but also may be purchased in
over-the-counter markets, on U.S. registered exchanges, or in the form of
sponsored or unsponsored American Depositary Receipts ("ADRs") traded on
registered exchanges or NASDAQ, or sponsored or unsponsored European Depositary
Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary
Receipts ("GDRs"). The Fund expects its investments to emphasize both large,
intermediate and small capitalization companies.

The Fund expects to be fully invested in the primary investments described
above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash
reserves; money market instruments; swaps; options on securities and non-U.S.
indices; futures contracts, including stock index futures contracts; and options
on futures contracts. The Fund is permitted to acquire floating and variable
rate securities, purchase securities on a when-issued or delayed delivery basis,
and invest up to 15% of its total assets in illiquid securities. Although
permitted to do so, the Fund does not currently intend to invest in securities
issued by passive foreign investment companies or to engage in securities
lending.

For temporary defensive purposes, when the advisers determine that market
conditions warrant, the Fund may invest up to 100% of its assets in U.S.
dollar-denominated fixed income securities or debt obligations and the following
domestic and foreign money market instruments: government obligations,
certificates of deposit, bankers' acceptances, time deposits, commercial paper,
short-term corporate debt issues and repurchase agreements, and may hold a
portion of their assets in cash. In addition, the Fund may invest in the
foregoing instruments and hold cash for liquidity purposes.

For temporary defensive purposes when the advisers determine that market
conditions warrant, the Fund may invest up to 50% of its assets in U.S. and
non-U.S. money market instruments and in other U.S. and non-U.S. long- and
short-term debt instruments which are rated BBB or higher by S&P or Baa or
higher by Moody's at the time of purchase, or which are determined by the
advisers to be of comparable quality; maintain a portion of such assets in cash;
and invest such assets in obligations of supranational

S-4
<PAGE>
entities which are rated A or higher by S&P or Moody's at the time of purchase
or which are determined by the advisers to be of comparable quality.

EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to
provide capital appreciation by investing primarily in a diversified portfolio
of equity securities of emerging market issuers.

Under normal circumstances, at least 65% of the Emerging Markets Equity
Fund's assets will be invested in equity securities of emerging market issuers.
Under normal conditions, the Fund maintains investments in at least six emerging
market countries and does not invest more than 35% of its total assets in any
one emerging market country. The Fund defines an emerging market country as any
country the economy and market of which the World Bank or the United Nations
considers to be emerging or developing. The Fund's advisers consider emerging
market issuers to include companies the securities of which are principally
traded in the capital markets of emerging market countries; that derive at least
50% of their total revenue from either goods produced or services rendered in
emerging market countries, regardless of where the securities of such companies
are principally traded; or that are organized under the laws of and have a
principal office in an emerging market country.

The Fund expects to be fully invested in the primary investments described
above, but may invest up to 35% of its total assets in debt securities,
including up to 5% of its total assets in debt securities rated below investment
grade. These debt securities will include debt securities of governmental and
private issuers in emerging market countries. Bonds rated below investment grade
are often referred to as "junk bonds." Such securities involve greater risk of
default or price volatility than investment grade securities. The Fund may
invest in certain debt securities issued by the governments of emerging market
countries that are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs sponsored by such
governments.

The Fund may invest up to 15% of its total assets in illiquid securities.
The Fund's advisers believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements, unlisted securities
and other similar situations (collectively, "special situations") could enhance
the Fund's capital appreciation potential. Investments in special situations may
be liquid, as determined by the Fund's advisers based on criteria approved by
the Board of Trustees. To the extent these investments are deemed illiquid, the
Fund's investment in them will be subject to its 15% restriction on investment
in illiquid securities.

The Fund may invest up to 10% of its total assets in shares of other
investment companies. The Fund may invest in futures contracts and purchase
securities on a when-issued or delayed delivery basis. The Fund may also
purchase and write options to buy or sell futures contracts.

For temporary defensive purposes when the advisers determine that market
conditions warrant, the Fund may invest up to 20% of its total assets in the
equity securities of companies included in the Morgan Stanley Capital
International Europe, Australia, Far East Index (the "EAFE Index"). These
companies typically have larger average market capitalizations than the emerging
market companies in which the Fund generally invests.

CORE FIXED INCOME FUND--The investment objective of the Core Fixed Income
Fund is current income consistent with the preservation of capital. There can be
no assurance that the Fund will achieve its investment objective.

S-5
<PAGE>
Under normal market conditions, the Fund will invest at least 65% of its
total assets in fixed income securities that are rated investment grade or
better, I.E., rated in one of the four highest rating categories by a nationally
recognized statistical rating organization ("NRSRO") at the time of purchase,
or, if not rated, determined to be of comparable quality by the advisers. Fixed
income securities in which the Fund may invest consist of: (i) corporate bonds
and debentures, (ii) obligations issued by the United States Government, its
agencies and instrumentalities, (iii) municipal securities of issuers located in
all fifty states, the District of Columbia, Puerto Rico and other U.S.
territories and possessions, consisting of municipal bonds, municipal notes,
tax-exempt commercial paper and municipal lease obligations, (iv) receipts
involving U.S. Treasury obligations, (v) mortgage-backed securities, (vi)
asset-backed securities, and (vii) zero coupon, pay-in-kind or deferred payment
securities.

Any remaining assets may be invested in: (i) interest-only and
principal-only components of mortgage-backed securities, (ii) mortgage dollar
rolls, (iii) securities issued on a when-issued and delayed-delivery basis,
including TBA mortgage-backed securities, (iv) warrants, (v) money market
securities, and (vi) Yankee obligations. In addition, the Fund may purchase or
write options, futures (including futures on U.S. Treasury obligations and
Eurodollar instruments) and options on futures. The Fund may also borrow money,
invest in illiquid securities and shares of other investment companies, and lend
its securities to qualified buyers.

Duration is a measure of the expected life of a fixed income security on a
cash flow basis. Most debt obligations provide interest payments and a final
payment at maturity. Some also have put or call provisions that allow the
security to be redeemed at special dates prior to maturity. Duration
incorporates yield, coupon interest payments, final maturity and call features
into a single measure. The advisers therefore consider duration a more accurate
measure of a security's expected life and sensitivity to interest rate changes
than is the security's term to maturity.

The Core Fixed Income Fund invests in a portfolio with a dollar-weighted
average duration that will, under normal market conditions, stay within plus or
minus 20% of what the advisers believe to be the average duration of the
domestic bond market as a whole. The advisers base their analysis of the average
duration of the domestic bond market on the bond market indices which they
believe to be representative. The advisers currently use the Lehman Aggregate
Bond Index for this purpose.

The Fund's annual turnover rate may exceed 100%. Such a turnover rate may
lead to higher transaction costs and may result in higher taxes for
shareholders.

HIGH YIELD BOND FUND--The investment objective of the High Yield Bond Fund
is to maximize total return. There can be no assurance that the Fund will
achieve its investment objective.

Under normal market conditions, the Fund will invest at least 65% of its
total assets in fixed income securities that are rated below investment grade,
I.E., rated below the top four rating categories by an NRSRO at the time of
purchase, or, if not rated, determined to be of comparable quality by the
advisers. Below investment grade securities are commonly referred to as "junk
bonds," and generally entail increased credit and market risk. Securities rated
in the lowest rating categories may have predominantly speculative
characteristics or may be in default.

The Fund may invest in all types of fixed income securities issued by
domestic and foreign issuers, including: (i) mortgage-backed securities; (ii)
asset-backed securities; (iii) zero coupon, pay-in-kind or deferred payment
securities; and (iv) variable and floating rate instruments.

Any assets of the Fund not invested in the fixed income securities described
above may be invested in: (i) convertible securities; (ii) preferred stocks;
(iii) equity securities; (iv) investment grade fixed income securities; (v)
money market securities; (vi) securities issued on a when-issued and
delayed-delivery basis, including TBA mortgage-backed securities; (vii) forward
foreign currency contracts; and (viii) Yankee obligations. In addition, the Fund
may purchase or write options, futures and options on futures. The Fund

S-6
<PAGE>
may also borrow money, invest in illiquid securities and shares of other
investment companies, and lend its securities to qualified buyers.

The advisers may vary the average maturity of the securities in the Fund
without limit, and there is no restriction on the maturity of any individual
security.

The "Appendix" to this Statement of Additional Information sets forth a
description of the bond rating categories of several NRSROs. The ratings
established by each NRSRO represents its opinion of the safety of principal and
interest payments (and not the market risk) of bonds and other fixed income
securities it undertakes to rate at the time of issuance. Ratings are not
absolute standards of quality, and may not reflect changes in an issuer's
creditworthiness. Accordingly, although the advisers will consider ratings, they
will perform their own analyses and will not rely principally on ratings. The
advisers will consider, among other things, the price of the security and the
financial history and condition, the prospects and the management of an issuer
in selecting securities for the Fund.

The achievement of the Fund's investment objective may be more dependent on
the adviser's own credit analysis than would be the case if the Fund invested in
higher rated securities. There is no bottom limit on the ratings of high yield
securities that may be purchased or held by the Fund.

INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks
to provide capital appreciation and current income through investment primarily
in investment grade, non-U.S. dollar denominated government, corporate,
mortgage-backed and asset-backed fixed income securities.

Under normal circumstances, at least 65% of the International Fixed Income
Fund's assets will be invested in investment grade foreign government and
corporate, mortgage, and/or asset-backed fixed income securities of issuers
located in at least three countries other than the United States.

The International Fixed Income 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 corporations; (iv) convertible securities
issued by foreign 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. Investment
grade securities are rated in one of the highest four rating categories by a
nationally recognized statistical rating agency ("NRSRO") or determined by the
adviser to be of comparable quality at the time of purchase.

The Fund expects to be fully invested in the primary investments described
above, but may invest in obligations issued or guaranteed as to principal and
interest by the United States Government, its agencies or instrumentalities
("U.S. Government securities"), swaps, options and futures. The Fund may also
purchase and write options to buy or sell futures contracts, purchase securities
on a when-issued or delayed delivery basis and engage in short selling. The Fund
may invest up to 10% of its total assets in illiquid securities. Furthermore,
although the Fund will concentrate its investments in relatively developed
countries, the Fund may invest up to 20% of its assets in fixed income
securities of issuers in, or denominated in the currencies of, developing
countries and that are investment-grade securities or determined by the advisers
to be of comparable quality to such securities and debt obligations at the time
of purchase.

S-7
<PAGE>
Under normal circumstances, the portfolio turnover rate for this Fund is
expected to exceed 200% per year. Higher portfolio turnover rates can result in
corresponding increases in portfolio transaction costs and taxes. The Fund will
not consider portfolio turnover a limiting factor in implementing investment
decisions which are consistent with the Fund's objectives and policies.

EMERGING MARKETS DEBT FUND--The investment objective of the Emerging Markets
Debt Fund is to maximize total return.

Under normal circumstances, at least 80% of the Emerging Markets Debt Fund's
total assets will be invested in debt securities of government,
government-related and corporate issuers in emerging market countries and of
entities organized to restructure the outstanding debt of such issuers. The Fund
defines an emerging market country as any country the economy and market of
which the World Bank or the United Nations considers to be emerging or
developing. The Fund's advisers consider emerging market issuers to be companies
the securities of which are principally traded in the capital markets of
emerging market countries; that derive at least 50% of their total revenue from
either goods produced or services rendered in emerging market countries,
regardless of where the securities of such companies are principally traded;
that are organized under the laws of and have a principal office in an emerging
market country; or that are government issuers located in an emerging market
country.

Emerging market country fixed income securities in which the Emerging
Markets Debt Fund may invest are U.S. dollar-denominated and non-U.S.
dollar-denominated corporate and government debt securities, including bonds,
notes, bills, debentures, convertible securities, warrants, bank debt
obligations, short-term paper, mortgage and other asset-backed securities,
preferred stock, loan participations and assignments and interests issued by
entities organized and operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging market country issuers. The
Fund may invest in Brady Bonds, which are debt securities issued by debtor
nations to restructure their outstanding external indebtedness, and which
comprise a significant portion of the emerging debt market.

The Fund's investments in high yield government, government-related and
restructured debt securities will consist of: (i) debt securities or obligations
issued or guaranteed by governments, governmental agencies or instrumentalities
and political subdivisions located in emerging market countries (including
participations in loans between governments and financial institutions); (ii)
debt securities or obligations issued by government-owned, controlled or
sponsored entities located in emerging market countries (including
participations in loans between governments and financial institutions); and
(iii) interests in structured securities of issuers organized and operated for
the purpose of restructuring the investment characteristics of instruments
issued by any of the entities described above (collectively, "High Yield Foreign
Sovereign Debt Securities"). Even though many of these securities are issued by
governmental issuers, they may still be considered junk bonds on account of the
governmental issuer's poor credit rating. The Fund may also purchase investment
grade obligations of the foregoing governmental issuers.

The Fund's investments in debt securities of corporate issuers in emerging
market countries may include high yield or investment grade debt securities or
other obligations issued by: (i) banks located in emerging market countries or
by branches of emerging market country banks located in other emerging market
countries; or (ii) companies organized under the laws of an emerging market
country.

The Fund expects to be fully invested in the primary investments described
above, but may invest up to 10% of its total assets in common stock, convertible
securities, warrants or other equity securities when consistent with the Fund's
objective. The Fund will generally hold such equity investments as a result of
purchases of unit offerings of fixed-income securities which include such
securities or in connection with an actual or proposed conversion or exchange of
fixed income securities. The Fund may also enter into repurchase agreements and
reverse repurchase agreements, may purchase when-issued and delayed-delivery
securities, lend portfolio securities and invest in shares of other investment
companies. The Fund may purchase restricted securities and may invest up to 15%
of the value of its total assets in illiquid securities. The Fund may invest in
options and futures for hedging purposes, and may enter into swaps or

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related transactions. The Fund may invest in receipts, zero coupon securities,
pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities.

The securities in which the Fund will invest will not be required to meet a
minimum rating standard and may not be rated for creditworthiness by any
internationally recognized credit rating organization. Generally, the Fund's
investments are expected to be in the lower and lowest rating categories
established by internationally recognized credit rating organizations or
determined to be of comparable quality. Such securities, commonly known as "junk
bonds," involve significantly greater risks, including price volatility and the
risk of default of payment of interest and principal, than higher rated
securities.

There is no limit on the percentage of the Fund's assets that may be
invested in non-U.S. dollar denominated securities. However, it is expected that
the majority of the Fund's assets will be denominated in U.S. dollars.

PRIME OBLIGATION FUND--The Prime Obligation Fund seeks to preserve principal
value and maintain a high degree of liquidity while providing current income.

Under normal market conditions, the Fund invests exclusively in obligations
of U.S. issuers (excluding foreign branches of U.S. banks or U.S. branches of
foreign banks) consisting of: (i) commercial paper rated, at the time of
investment, in the highest short-term rating category by two or more NRSROs or
one NRSRO if only one NRSRO has rated the security or, if not rated, determined
by the Adviser to be of comparable quality; (ii) obligations including
certificates of deposit (time deposits, bankers' acceptances and bank notes) of
U.S. commercial banks or savings and loan institutions having total assets of
$500 million or more as shown on their last published financial statements at
the time of investment and that are insured by the Federal Deposit Insurance
Corporation; (iii) corporate obligations with a remaining term of not more than
397 days of issuers that issue commercial paper of comparable priority and
security meeting the above ratings or, if not rated, determined by the Adviser
to be of comparable quality; (iv) short-term obligations issued by state and
local governmental issuers which are rated, at the time of investment, in the
highest municipal bond rating categories by at least two NRSROs, or, if not
rated, determined by the Adviser to be of comparable quality, and which carry
yields that are competitive with those of other types of money market
instruments of comparable quality; (v) U.S. Treasury obligations and obligations
issued or guaranteed as to principal and interest by the agencies or
instrumentalities of the U.S. Government; and (vi) repurchase agreements
involving any of the foregoing obligations.

RISK FACTORS

THE EURO

On January 1, 1999, the European Monetary Union (EMU) implemented a new
currency unit, the Euro, which is reshaping financial markets, banking systems
and monetary policies in Europe and other parts of the world. The countries that
initially converted or tied their currencies to the Euro include Austria,
Belgium, France, Germany, Luxembourg, the Netherlands, Ireland, Finland, Italy,
Portugal and Spain. Implementation of this plan means that financial
transactions and market information, including share quotations and company
accounts, in participating countries will be denominated in Euros. Approximately
46% of the stock exchange capitalization of the total European market may be
reflected in Euros, and participating governments will issue their bonds in
Euros. Monetary policy for participating countries will be uniformly managed by
a new central bank, the European Central Bank (ECB).

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Although it is not possible to predict the eventual impact of the Euro
implementation plan on the Funds, the transition to the Euro has changed the
economic environment and behavior of investors, particularly in European
markets. For example, investors may begin to view those countries participating
in the EMU as a single entity, and the Adviser may need to adapt its investment
strategy accordingly. The process of implementing the Euro also may adversely
affect financial markets world-wide and may result in changes in the relative
strength and value of the U.S. dollar or other major currencies, as well as
possible adverse tax consequences. The transition to the Euro is likely to have
a significant impact on fiscal and monetary policy in the participating
countries and may produce unpredictable effects on trade and commerce generally.
These resulting uncertainties could create increased volatility in financial
markets world-wide.

NON-DIVERSIFICATION

The International Fixed Income and Emerging Markets Debt Funds are
non-diversified investment companies, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), which means that a relatively high
percentage of assets of the Funds may be invested in the obligations of a
limited number of issuers. Although the advisers generally do not intend to
invest more than 5% of each Fund's assets in any single issuer (with the
exception of securities which are issued or guaranteed by a national
government), the value of shares of the Funds may be more susceptible to any
single economic, political or regulatory occurrence than the shares of a
diversified investment company would be. The Funds intend to satisfy the
diversification requirements necessary to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), which
requires that the Funds be diversified (I.E., not invest more than 5% of their
assets in the securities in any one issuer) as to 50% of their assets.

YEAR 2000

The Trust depends on the smooth functioning of computer systems in almost
every aspect of its business. Like other mutual funds, business and individuals
around the world, the Trust could be adversely affected if the computer systems
used by its service providers do not properly process dates on and after January
1, 2000 and distinguish between the year 2000 and the year 1900. The Trust has
asked its service providers whether they expect to have their computer systems
adjusted for the year 2000 transition, and received assurances from each that
its system is expected to accommodate the year 2000 without material adverse
consequences to the Trust. The Trust and its shareholders may experience losses
if these assurances prove to be incorrect or as a result of year 2000 computer
difficulties experienced by issuers of portfolio securities or third parties,
such as custodians, banks, broker-dealers or others with which the Trust does
business.

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS ("ADRs"), EUROPEAN DEPOSITARY RECEIPTS
("EDRs"), CONTINENTAL DEPOSITARY RECEIPTS ("CDRs") AND GLOBAL DEPOSITARY
RECEIPTS ("GDRs")--ADRs are securities, typically issued by a U.S. financial
institution (a "depositary"), that evidence ownership interests in a security or
a pool of securities issued by a foreign issuer and deposited with the
depositary. ADRs include American Depositary Shares and New York Shares. EDRs,
which are sometimes referred to as Continental Depositary Receipts ("CDRs"), are
securities, typically issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities issued by either a
U.S. or foreign issuer. GDRs are issued globally and evidence a similar
ownership arrangement. Generally, ADRs are designed for trading in the U.S.
securities market, EDRs are designed for trading in European securities market
and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs,
CDRs and GDRs may be available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the security underlying the receipt and a depositary, whereas an
unsponsored facility may be established by a

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depositary without participation by the issuer of the reciept's underlying
security. Holders of an unsponsored depositary receipt generally bear all the
costs of the unsponsored facility. The depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through to the
holders of the receipts voting rights with respect to the deposited securities.

ASSET-BACKED SECURITIES--Asset-backed securities are secured by non-mortgage
assets such as company receivables, truck and auto loans, leases and credit card
receivables. Such securities are generally issued as pass-through certificates,
which represent undivided fractional ownership interests in the underlying pools
of assets. Such securities also may be debt instruments, which are also known as
collateralized obligations and are generally issued as the debt of a special
purpose entity, such as a trust, organized solely for the purpose of owning such
assets and issuing such debt. Credit support for asset-backed securities may be
based on the underlying assets and/or provided through credit enhancements by a
third party. Credit enhancement techniques include letters of credit, insurance
bonds, limited guarantees (which are generally provided by the issuer),
senior-subordinated structures and overcollateralization. The Core Fixed Income,
High Yield Bond, International Fixed Income, and Emerging Markets Debt Funds may
invest in asset-backed securities. A Fund may also invest in other asset-backed
securities that may be created in the future if the Sub-Advisers determine that
they are suitable.

Asset-backed securities are not issued or guaranteed by the United States
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts and for a certain period by a letter of credit issued by a financial
institution (such as a bank or insurance company) unaffiliated with the issuers
of such securities. The purchase of asset-backed securities raises risk
considerations peculiar to the financing instruments underlying such securities.
For example, there is a risk that another party could acquire an interest in the
obligations superior to that of the holders of the asset-backed securities.
There also is the possibility that recoveries on repossessed collateral may not,
in some cases, be available to support payments on those securities.
Asset-backed securities entail prepayment risk, which may vary depending on the
type of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be limited secondary market for such
securities.

BANKERS' ACCEPTANCES--a bill of exchange or time draft drawn on and accepted
by a commercial bank. It is used by corporations to finance the shipment and
storage of goods and to furnish dollar exchange. Maturities are generally six
months or less.

CERTIFICATES OF DEPOSIT--negotiable interest bearing instruments with
specific maturities. Certificates of deposit are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market, prior to maturity. Certificates of deposit have
penalties for early withdrawal.

COMMERCIAL PAPER--the term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues vary
from a few days to nine months. (See "Description of Ratings").

CONSTRUCTION LOANS--in general, are mortgages on multifamily homes that are
insured by the Federal Housing Administration (FHA) under various federal
programs of the National Housing Act of 1934 and its amendments. Several FHA
programs have evolved to ensure 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- 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
(HUD) through the FHA insurance fund. The

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credit backing of all FHA and GNMA projects derives from the FHA insurance fund,
and 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 investors
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 Construction Loan
Certificate (CLC). When the project is completed, the investor exchanges all the
monthly CLCs for an insured Permanent Loan Certificate (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 or 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 to account for.

CONVERTIBLE SECURITIES--Convertible securities are corporate securities that
are exchangeable for a set number of another security at a prestated price.
Convertible securities typically have characteristics similar to both fixed
income and equity securities. Because of the conversion feature, the market
value of a convertible security tends to move with the market value of the
underlying stock. The value of a convertible security is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions.

EQUITY SECURITIES--Equity securities represent ownership interests in a
company or corporation and consist of common stock, preferred stock, warrants
and other rights to acquire such instruments. Equity securities may be listed on
exchanges or traded in the over-the-counter market. Investments in common stocks
are subject to market risks which may cause their prices to fluctuate over time.
The value of convertible securities is also affected by prevailing interest
rates, the credit quality of the issuer and any call provisions. Changes in the
value of fund securities will not necessarily affect cash income derived from
these securities, but will affect a Fund's net asset value.

Investments in the equity securities of small capitalization companies
involves greater risk than is customarily associated with larger, more
established companies due to the greater business risks of small size, limited
markets and financial resources, narrow product lines and the frequent lack of
depth of management. The securities of small companies are often traded
over-the-counter and may not be traded in volumes typical on a national
securities exchange. Consequently, the securities of smaller companies may have
limited market stability and may be subject to more abrupt or erratic market
movements than securities of larger, more established growth companies or the
market averages in general.

FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt
obligations issued by governments, corporations, municipalities and other
borrowers, but may also include structured securities that provide for
participation interests in debt obligations. The market value of fixed income
investments will generally change in response to interest rate changes and other
factors. During periods of

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falling interest rates, the values of outstanding fixed income securities
generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer
maturities tend to produce higher yields, the prices of longer maturity
securities are also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in the rating of any
fixed income security and in the ability of an issuer to make payments of
interest and principal also affect the value of these investments. Changes in
the value of these securities will not affect cash income derived from these
securities, but will affect a Fund's net asset value.

Fixed income securities are considered investment grade if they are rated in
one of the four highest rating categories by a nationally recognized statistical
rating organization ("NRSRO"), or, if not rated, are determined to be of
comparable quality by a Fund's Sub-Advisers. The "Appendix" to this Prospectus
sets forth a description of the bond rating categories of several NRSROs.
Ratings of each NRSRO represents its opinion of the safety of principal and
interest payments (and not the market risk) of bonds and other fixed income
securities it undertakes to rate at the time of issuance. Ratings are not
absolute standards of quality and may not reflect changes in an issuer's
creditworthiness. Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative characteristics as well. In the
event a security owned by a Fund is downgraded, the adviser will review the
situation and take appropriate action with regard to the security.

FOREIGN CURRENCY TRANSACTIONS--The Funds may enter into forward foreign
currency contracts to manage foreign currency exposure and as a hedge against
possible variations in foreign exchange rates. The Funds may enter into forward
foreign currency contracts to hedge a specific security transaction or to hedge
a portfolio position. These contracts may be bought or sold to protect the
Funds, to some degree, against possible losses resulting from an adverse change
in the relationship between foreign currencies and the U.S. dollar. The Funds
also may invest in foreign currency futures and in options on currencies.

FOREIGN AND EMERGING MARKET SECURITIES--may consist of obligations of
foreign branches of U.S. banks and foreign banks, including European
Certificates of Deposit, European Time Deposits, Canadian Time Deposits and
Yankee Certificates of Deposit and investments in Canadian Commercial Paper,
foreign securities and Europaper. In addition, a Fund may invest in American
Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ. While a
Fund expects to invest primarily in sponsored ADRs, a joint arrangement between
the issuer and the depositary, some ADRs may be unsponsored. These instruments
may subject a Fund to investment risks that differ in some respects from those
related to investments in obligations of U.S. domestic issuers. Such risks
include future adverse political and economic developments, the possible
imposition of withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in the exchange rates, or the adoption of
other foreign governmental restrictions which might adversely affect the payment
of principal and interest on such obligations, less uniformity in accounting and
reporting requirements, the possibility that there will be less information on
such securities and their issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad, restrictions on foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad and difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities. The
value of a Fund's investments denominated in foreign currencies will depend on
the relative strengths of those currencies and the U.S. dollar, and a Fund may
be affected favorably or unfavorably by changes in the exchange rates or
exchange or currency control regulations between foreign currencies and the U.S.
dollar. Changes in foreign currency exchange rates also may affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains if any, to be distributed to
shareholders by a Fund. Such investments may also entail higher custodial fees
and sales commissions than domestic investments. Foreign issuers of securities
or obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of

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similar securities or obligations. 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.

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

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

FORWARD FOREIGN CURRENCY CONTRACTS--involve an obligation to purchase or
sell a specified currency at a future date at a price set at the time of the
contract. A Fund may enter into a contract to sell, for a fixed amount of U.S.
dollars or other appropriate currency, the amount of foreign currency
approximating the value of some or all of the Fund's securities denominated in
such foreign currency. Forward currency contracts do not eliminate fluctuations
in the values of fund securities but rather allow a Fund to establish a rate of
exchange for a future point in time. At the maturity of a forward contract, the
Fund may either sell a fund security and make delivery of the foreign currency,
or it may retain the security and terminate its contractual obligation to
deliver the foreign currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the same maturity date, the
same amount of the foreign currency. The Fund may realize a gain or loss from
currency transactions.

When entering into a contract for the purchase or sale of a security in a
foreign currency, a Fund may enter into a foreign forward currency contract for
the amount of the purchase or sale price to protect against variations, between
the date the security is purchased or sold and the date on which payment is made
or received, in the value of the foreign currency relative to the United States
Dollar or other foreign currency.

Also, when a Sub-Adviser anticipates that a particular foreign currency may
decline substantially relative to the United States dollar or other leading
currencies, in order to reduce risk, a Fund may enter into a forward contract to
sell, for a fixed amount, the amount of foreign currency approximating the value
of its securities denominated in such foreign currency. With respect to any such
forward foreign currency contract, it generally will not be possible to match
precisely the amount covered by that contract and the value of the securities
involved due to changes in the values of such securities resulting from market
movements between the date the forward contract is entered into and the date it
matures. In addition, while forward currency contracts may offer protection from
losses resulting from declines in value of a particular foreign currency, they
also limit potential gains which might result from increases in the value of
such currency. A Fund will also incur costs in connection with forward foreign
currency contracts and conversions of foreign currencies into United States
dollars. A Fund will place assets in a segregated account to assure that its
obligations under forward foreign currency contracts are covered.

FUTURES AND OPTIONS ON FUTURES--Futures contracts 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. A Fund may use futures contracts and related options for
BONA FIDE hedging purposes, to offset changes in

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the value of securities held or expected to be acquired or be disposed of, to
minimize fluctuations in foreign currencies, or to gain exposure to a particular
market or instrument. A Fund will minimize the risk that it will be unable to
close out a futures contract by only entering into futures contracts which are
traded on national futures exchanges.

An index futures contract is a bilateral agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the Index
is made; generally contracts are closed out prior to the expiration date of the
contract.

In order to avoid leveraging and related risks, when a Fund invests in
futures contracts, it will cover its position by depositing an amount of cash or
liquid securities, equal to the market value of the futures positions held, less
margin deposits, in a segregated account and that amount will be marked to
market on a daily basis.

There are risks associated with these activities, including the following:
(1) the success of a hedging strategy may depend on an ability to predict
movements in the prices of individual securities, fluctuations in markets and
movements in interest rates; (2) there may be an imperfect or no correlation
between the changes in market value of the securities held by the Fund and the
prices of futures and options on futures; (3) there may not be a liquid
secondary market for a futures contract or option; (4) trading restrictions or
limitations may be imposed by an exchange; and (5) government regulations may
restrict trading in futures contracts and futures options.

A Fund may enter into futures contracts and options on futures contracts
traded on an exchange regulated by the Commodities Futures Trading Commission
("CFTC"), as long as, to the extent that such transactions are not for "bona
fide hedging purposes," the aggregate initial margin and premiums on such
positions (excluding the amount by which such options are in the money) do not
exceed 5% of a Fund's net assets.

ILLIQUID SECURITIES--Illiquid securities are securities that cannot be
disposed of within seven business days at approximately the price at which they
are being carried on the Fund's books. Illiquid securities include demand
instruments with a demand notice period exceeding seven days, securities for
which there is no active secondary market, and repurchase agreements with
durations over 7 days in length.

The Emerging Markets Equity Fund's Sub-Advisers believe that carefully
selected investments in joint ventures, cooperatives, partnerships, private
placements, unlisted securities and other similar situations (collectively,
"special situations") could enhance its capital appreciation potential.
Investments in special situations may be illiquid, as determined by the Emerging
Markets Equity Fund's Sub-Advisers based on criteria approved by the Board of
Trustees. To the extent these investments are deemed illiquid, the Emerging
Markets Equity Fund's investment in them will be consistent with its 15%
restriction on investment in illiquid securities.

INVESTMENT COMPANIES--Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other investment companies may be
the most practical or only manner in which an international and global fund can
invest in the securities markets of those countries. A Fund does not intend to
invest in other investment companies unless, in the judgment of its
Sub-Advisers, the potential benefits of such investments exceed the associated
costs (which includes any investment advisory fees charged by the investment
companies) relative to the benefits and costs associated with direct investments
in the underlying securities.

Investments in closed-end investment companies may involve the payment of
substantial premiums above the net asset value of such issuers' fund securities,
and are subject to limitations under the 1940 Act.

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A Fund may incur tax liability to the extent it invests in the stock of a
foreign issuer that constitutes a "passive foreign investment company."

LOWER RATED SECURITIES--lower-rated bonds are commonly referred to as "junk
bonds" or high yield/high risk securities. These securities are rated lower than
"Baa" or "BBB" by an NRSRO. Each Fund may invest in securities rated as low as
"C" by Moody's or "D" by S&P. These ratings indicate that the obligations are
speculative and may be in default. The High Yield Bond, Emerging Markets Debt,
and Emerging Markets Equity Funds may invest in lower rated securities (which
are also known as "junk bonds"). Fixed income securities are subject to the risk
of an issuer's ability to meet principal and interest payments on the obligation
(credit risk), and may also be subject to price volatility due to such factors
as interest rate sensitivity, market perception of the creditworthiness of the
issuer and general market liquidity (market risk). Lower rated or unrated (I.E.,
high yield) securities are more likely to react to developments affecting market
and credit risk than are more highly rated securities, which primarily react to
movements in the general level of interest rates. Yields and market values of
high yield securities will fluctuate over time, reflecting not only changing
interest rates but the market's perception of credit quality and the outlook for
economic growth. When economic conditions appear to be deteriorating, medium to
lower rated securities may decline in value due to heightened concern over
credit quality, regardless of prevailing interest rates. Investors should
carefully consider the relative risks of investing in high yield securities and
understand that such securities generally are not meant for short-term
investing.

The high yield market is relatively new and its growth paralleled a long
period of economic expansion and an increase in merger, acquisition and
leveraged buyout activity. Adverse economic developments can disrupt the market
for high yield securities, and severely affect the ability of issuers,
especially highly leveraged issuers, to service their debt obligations or to
repay their obligations upon maturity which may lead to a higher incidence of
default on such securities. In addition, the secondary market for high yield
securities, which is concentrated in relatively few market makers, may not be as
liquid as the secondary market for more highly rated securities. As a result, a
Fund's Sub-Advisers could find it more difficult to sell these securities or may
be able to sell the securities only at prices lower than if such securities were
widely traded. Furthermore, a Fund may experience difficulty in valuing certain
securities at certain times. Prices realized upon the sale of such lower rated
or unrated securities, under these circumstances, may be less than the prices
used in calculating such Fund's net asset value. Prices for high yield
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 exposure of the Fund to the risks of high yield securities.

GROWTH OF HIGH YIELD BOND, HIGH-RISK BOND MARKET. The widespread expansion
of government, consumer and corporate debt within the U.S. economy has made the
corporate sector more vulnerable to economic downturns or increased interest
rates. Further, an economic downturn could severely disrupt the market for lower
rated bonds and adversely affect the value of outstanding bonds and the ability
of the issuers to repay principal and interest.

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. Lower rated bonds are
very sensitive to adverse economic changes and corporate developments. During an
economic down turn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress that would adversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing. If the issuer
of a bond defaulted on its obligations to pay interest or principal or entered
into bankruptcy proceedings, a Fund may incur losses or expenses in seeking
recovery of amounts owed to it. In addition, periods of economic uncertainty and
change can be expected to result in increased volatility of market prices of
high-yield, high-risk bonds and a Fund's net asset value.

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PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or
call provisions. If an issuer exercised these provisions in a declining interest
rate market, a Fund would have to replace the security with a lower yielding
security, resulting in a decreased return for investors. Conversely, a high-
yield, high-risk bond's value will decrease in a rising interest rate market, as
will the value of a Fund's assets. If a Fund experiences significant unexpected
net redemptions, this may force it to sell high-yield, high-risk bonds without
regard to their investment merits, thereby decreasing the asset base upon which
expenses can be spread and possibly reducing the Fund's rate of return.

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

TAXES. A Fund may purchase debt securities (such as zero-coupon or
pay-in-kind securities) that contain original issue discount. Original issue
discount that accretes in a taxable year is treated as earned by a Fund and
therefore is subject to the distribution requirements of the Internal Revenue
Code of 1986, as amended (the "Code"). Because the original issue discount
earned by a Fund in a taxable year may not be represented by cash income, the
Fund may have to dispose of other securities and use the proceeds to make
distributions to shareholders.

MONEY MARKET SECURITIES--Money market securities are high-quality dollar and
nondollar-denominated, short-term debt instruments. They consist of: (i)
bankers' acceptances, certificates of deposits, notes and time deposits of
highly-rated U.S. and foreign banks; (ii) U.S. Treasury obligations and
obligations issued or guaranteed by the agencies and instrumentalities of the
U.S. Government: (iii) high-quality commercial paper issued by U.S. and foreign
corporations; (iv) debt obligations with a maturity of one year or less issued
by corporations and governments that issue high-quality commercial paper or
similar securities; (v) repurchase agreements involving any of the foregoing
obligations entered into with highly-rated banks and broker-dealers; and (vi)
foreign government obligations.

MORTGAGE-BACKED SECURITIES--The Funds may invest in mortgage-backed
securities issued by GNMA and certain government-related organizations such as
Fannie Mae and the Federal Home Loan Mortgage Corporation ("FHLMC"). In
addition, the High Yield Bond may invest in pools of mortgage loans from
nongovernmental issuers such as commercial banks, savings and loan institutions,
mortgage bankers, and private mortgage insurance companies. Mortgage-backed
securities are instruments that entitle the holder to a share of all interest
and principal payments from mortgages underlying the security. The mortgages
backing these securities include conventional fifteen and thirty-year fixed-rate
mortgages, graduated payment mortgages, adjustable rate mortgages and balloon
mortgages. During periods of declining interest rates, prepayment of mortgages
underlying mortgage-backed securities can be expected to accelerate. Prepayment
of mortgages which underlie securities purchased at a premium often results in
capital losses, while prepayment of mortgages purchased at a discount often
results in capital gains. Because of these unpredictable prepayment
characteristics, it is often not possible to predict accurately the average life
or realized yield of a particular issue. Although certain mortgage-backed
securities are guaranteed by a third party or otherwise similarly secured, the
market value of the security, which may fluctuate, is not so secured. If a Fund
purchases a mortgage-backed security at a premium, that portion may be lost if
there is a decline in the market value of the security whether resulting from
changes in interest rates or prepayments in the underlying mortgage collateral.
As with other interest-bearing securities, the prices of such securities are
inversely affected by changes in interest rates. However, though the value of a
mortgage-backed security may decline when interest rates rise, the converse is
not necessarily true since in periods of declining interest rates the mortgages
underlying the securities are prone to prepayment. For this and other reasons, a
mortgage-backed security's stated maturity may be shortened by unscheduled
prepayments on the underlying mortgages and, therefore, it is not possible to
predict accurately the security's return to a Fund. In addition, regular
payments received in respect of

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mortgage-backed securities include both interest and principal. No assurance can
be given as to the return a Fund will receive when these amounts are reinvested.

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are the Government National Mortgage Association ("GNMA"), Fannie Mae
and the Federal Home Loan Mortgage Company ("FHLMC"). Fannie Mae and FHLMC
obligations are not backed by the full faith and credit of the U.S. Government
as GNMA certificates are, but Fannie Mae and FHLMC securities are supported by
the instrumentalities' right to borrow from the U.S. Treasury. GNMA, Fannie Mae
and FHLMC each guarantee timely distributions of interest to certificate
holders. GNMA and Fannie Mae also each guarantee timely distributions of
scheduled principal.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-backed securities
and among the securities that they issue. Mortgage-backed securities issued by
GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes") which are guaranteed as to the timely payment of principal and interest
by GNMA and is backed by the full faith and credit of the United States. GNMA
certificates also are supported by the authority of GNMA to borrow funds from
the U.S. Treasury to make payments under its guarantee. Mortgage-backed
securities issued by Fannie Mae include Fannie Mae Guaranteed Mortgage Pass-
Through Certificates (also known as "Fannie Maes") which are solely the
obligations of Fannie Mae and are not backed by or entitled to the full faith
and credit of the United States. Fannie Mae is a government-sponsored
organization owned entirely by private stockholders. Fannie Maes are guaranteed
as to timely payment of the principal and interest by Fannie Mae.
Mortgage-backed securities issued by FHLMC include FHLMC Mortgage Participation
Certificates (also known as "Freddie Macs" or "PCs"). FHLMC is a corporate
instrumentality of the United States, created pursuant to an Act of Congress,
which is owned entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. FHLMC has in
the past guaranteed only the ultimate collection of principal of the underlying
mortgage loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold
PCs) which also guarantee timely payment of monthly principal reductions.
Government and private guarantees do not extend to the securities' value, which
is likely to vary inversely with fluctuations in interest rates. When FHLMC does
not guarantee timely payment of principal, FHLMC may remit the amount due on
account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable.

PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities
issued by a non-governmental entity, such as a trust. While they are generally
structured with one or more types of credit enhancement, private pass-through
securities typically lack a guarantee by an entity having the credit status of a
governmental agency or instrumentality.

COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS"): CMBS are generally
multi-class or pass-through securities backed by a mortgage loan or a pool of
mortgage loans secured by commercial property, such as industrial and warehouse
properties, office buildings, retail space and shopping malls, multifamily
properties and cooperative apartments. The commercial mortgage loans that
underlie CMBS have certain distinct characteristics. Commercial mortgage loans
are generally not amortizing or not fully amortizing. That is, at their maturity
date, repayment of the remaining principal balance or "balloon" is due and is
repaid through the attainment of an additional loan of sale of the property.
Unlike most single family residential mortgages, commercial real estate property
loans often contain provisions which substantially reduce the likelihood that
such securities will be prepaid. The provisions generally impose significant
prepayment

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penalties on loans and, in some cases there may be prohibitions on principal
prepayments for several years following origination.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"): CMOs are debt obligations of
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans. In
a CMO, series of bonds or certificates are usually issued in multiple classes.
Principal and interest paid on the underlying mortgage assets may be allocated
among the several classes of a series of a CMO in a variety of ways. Each class
of a CMO is issued with a specific fixed or floating coupon rate and has a
stated maturity or final distribution date.

REMICS: A REMIC is a CMO that qualifies for special tax treatment under the
Code and invests in certain mortgages principally secured by interests in real
property. Guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae or FHLMC represent beneficial ownership interests in a
REMIC trust consisting principally of mortgage loans or Fannie Mae, FHLMC or
GNMA-guaranteed mortgage pass-through certificates.

STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS"): SMBs are usually structured
with two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments while the other class may receive all of the principal
payments. SMBs are extremely sensitive to changes in interest rates because of
the impact thereon of prepayment of principal on the underlying mortgage
securities. The market for SMBs is not as fully developed as other markets; SMBs
therefore may be illiquid.

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

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 the 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 the Fund is required to
repurchase may be worth less than the security that the Fund originally held.

To avoid any leveraging concerns, the Fund will place liquid securities in a
segregated account in an amount sufficient to cover its repurchase obligation.

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OBLIGATIONS OF SUPRANATIONAL AGENCIES--Supranational entities are entities
established through the joint participation of several governments, and include
the Asian Development Bank, the Inter-American Development Bank, International
Bank for Reconstruction and Development (World Bank), African Development Bank,
European Economic Community, European Investment Bank and the Nordic Investment
Bank. The governmental members, or "stockholders," usually make initial capital
contributions to the supranational entity and, in many cases, are committed to
make additional capital contributions if the supranational entity is unable to
repay its borrowings. Obligations of supranational entities may be purchased by
the Core Fixed Income, International Fixed Income, Emerging Markets Equity and
International Equity Funds. Currently, each Fund intends to invest only in
obligations issued or guaranteed by the Asian Development Bank, Inter-American
Development Bank, European Coal and Steel Community, European Economic
Community, European Investment Bank and the Nordic Investment Bank.

OPTIONS--Each Fund may purchase and write put and call options on indices or
securities and enter into related closing transactions. A put option on a
security gives the purchaser of the option the right to sell, and the writer of
the option the obligation to buy, the underlying security at any time during the
option period. A call option on a security gives the purchaser of the option the
right to buy, and the writer of the option the obligation to sell, the
underlying security at any time during the option period. The premium paid to
the writer is the consideration for undertaking the obligations under the option
contract.

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. Alternatively, a Fund may choose to terminate an option position by
entering into a closing transaction. All settlements are in cash, and gain or
loss depends on price movements in the particular market represented by the
index generally, rather than the price movements in individual securities.

All options written on indices or securities must be covered. When a Fund
writes an option or security on an index, it will establish a segregated account
containing cash or liquid securities in an amount at least equal to the market
value of the option and will maintain the account while the option is open, or
will otherwise cover the transaction. 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 to protect against a
decline in the market value of the securities in its portfolio or to anticipate
an increase in the market value of securities that the Fund may seek to purchase
in the future. A Fund purchasing put and call options pays a premium therefor.
If price movements in the underlying securities are such that exercise of the
options would not be profitable for the Fund, loss of the premium paid may be
offset by an increase in the value of the Fund's securities or by a decrease in
the cost of acquisition of securities by the Fund.

A Fund may write covered call options on securities as a means of increasing
the yield on its fund and as a means of providing limited protection against
decreases in its market value. When a Fund writes an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which a Fund is the writer is exercised, the Fund will be required to
purchase the underlying securities at a price in excess of the market value of
such securities.

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A segregated account is maintained to cover the difference between the
closing price of the index and the exercise price of the index option, expressed
in dollars multiplied by a specified number. Thus, unlike options on individual
securities, the ability of a Fund to enter into closing transactions depends
upon the existence of a liquid secondary market for such transactions.

A Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the SEC that OTC options are generally illiquid.

RISK FACTORS. Risks associated with options transactions include: (1) the
success of a hedging strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation between the movement
in prices of options and the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while a Fund will receive a premium
when it writes covered call options, it may not participate fully in a rise in
the market value of the underlying security.

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 the 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--All of the Funds may purchase securities at a price which
would result in a yield to maturity lower than generally offered by the seller
at the time of purchase when a 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. A Fund reserves the right to engage in put
transactions. 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 which the Fund's Sub-Advisers believe present
minimum credit risks, and the Fund's Sub-Advisers would use their 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, for example,
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

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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. There will be no limit to the percentage of
fund securities that a Fund may purchase subject to a put but the amount paid
directly or indirectly for puts which are not integral parts of the security as
originally issued will not exceed 1/2 of 1% of the value of the total assets of
such Fund calculated immediately after any such put is acquired. 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 Trust 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.

RECEIPTS--interests in separately traded interest and principal component
parts of U.S. Government obligations that are issued by banks or brokerage firms
and are created by depositing U.S. Government obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates or receipts. The
custodian arranges for the issuance of the certificates or receipts evidencing
ownership and maintains the register. Receipts include "Treasury Receipts"
("TRs"), "Treasury Investment Growth Receipts" ("TIGRs"), and "Certificates of
Accrual on Treasury Securities" ("CATS"). TIGRs and CATS are interests in
private proprietary accounts while TRs and STRIPS (See "U.S. Treasury
Obligations") are interests in accounts sponsored by the U.S. Treasury. Receipts
are sold as zero coupon securities which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accreted over
the life of the security, and such accretion will constitute the income earned
on the security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than interest
paying fixed income securities.

REITS--REITs are trusts that invest primarily in commercial real estate or
real estate-related loans. A real estate investment trust ("REIT") is not taxed
on income distributed to its shareholders or unitholders if it complies with
regulatory requirements relating to its organization, ownership, assets and
income, and with a regulatory requirement that it distribute to its shareholders
or unitholders at least 95% 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 the 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 the 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 depend generally 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 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.

REPURCHASE AGREEMENTS--agreements under which securities are acquired from a
securities dealer or bank subject to resale on an agreed upon date and at an
agreed upon price which includes principal and interest. A Fund involved bears a
risk of loss in the event that the other party to a repurchase agreement
defaults on its obligations and the Fund is delayed or prevented from exercising
its rights to

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dispose of the collateral securities. A Fund's Sub-Advisers enter into
repurchase agreements only with financial institutions that they deem to present
minimal risk of bankruptcy during the term of the agreement, based on guidelines
that are periodically reviewed by the Board of Trustees. These guidelines
currently permit each Fund to enter into repurchase agreements only with
approved banks and primary securities dealers, as recognized by the Federal
Reserve Bank of New York, which have minimum net capital of $100 million, or
with a member bank of the Federal Reserve System. Repurchase agreements are
considered to be loans collateralized by the underlying security. Repurchase
agreements entered into by a Fund will provide that the underlying security at
all times shall have a value at least equal to 102% of the price stated in the
agreement. This underlying security will be marked to market daily. A Fund's
Sub-Advisers will monitor compliance with this requirement. Under all repurchase
agreements entered into by a Fund, the Custodian or its agent must take
possession of the underlying collateral. However, if the seller defaults, a Fund
could realize a loss on the sale of the underlying security to the extent the
proceeds of the sale are less than the resale price. In addition, even though
the Bankruptcy Code provides protection for most repurchase agreements, if the
seller should be involved in bankruptcy or insolvency proceedings, a Fund may
incur delay and costs in selling the security and may suffer a loss of principal
and interest if the Fund is treated as an unsecured creditor. Repurchase
agreements are considered loans under the 1940 Act.

SECURITIES LENDING--in order to generate additional income, each Fund may
lend its securities pursuant to agreements requiring that the loans be
continuously secured by cash, securities of the U.S. Government or its agencies,
or any combination of cash and such securities, as collateral equal to at least
the market value at all times of the loaned securities. A Fund will continue to
receive interest on the loaned securities while simultaneously earning interest
on the investment of the cash collateral in U.S. Government securities. However,
a Fund will normally pay lending fees to such broker-dealers and related
expenses from the interest earned on invested collateral. There may be risks of
delay in receiving additional collateral or risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans are made only to borrowers deemed by
the Fund's Sub-Advisers to be of good standing and when, in the judgment of the
Fund's Sub-Advisers, the consideration which can be earned currently from such
securities loans justifies the attendant risk. Any loan may be terminated by
either party upon reasonable notice to the other party. Each Fund may use the
Distributor as a broker in these transactions.

SHORT SALES--Selling securities short involves selling securities the Fund
does not own (but has borrowed) in anticipation of a decline in the market price
of such securities. To deliver the securities to the buyer, the seller must
arrange through a broker to borrow the securities and, in so doing, the seller
becomes obligated to replace the securities borrowed at their market price at
the time of replacement. In a short sale, the proceeds the seller receives from
the sale are retained by a broker until the seller replaces the borrowed
securities. The seller may have to pay a premium to borrow the securities and
must pay any dividends or interest payable on the securities until they are
replaced. A Fund may only sell securities short "against the box." A short sale
is "against the box" if, at all times during which the short position is open,
the 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.

SWAPS, CAPS, FLOORS AND COLLARS--are sophisticated hedging instruments that
typically involve a small investment of cash relative to the magnitude of risk
assumed. As a result, swaps can be highly volatile and have a considerable
impact on a Fund's performance. Interest rate swaps, mortgage swaps, currency
swaps and other types of swap agreements such as caps, floors and collars are
designed to permit the purchaser to preserve a return or spread on a particular
investment or portion of its portfolio, and to protect against any increase in
the price of securities a Fund anticipates purchasing at a later date.

Swap agreements are subject to risks related to the counterparty's ability
to perform, and may decline in value if the counterparty's creditworthiness
deteriorates. A Fund may also suffer losses if it is unable to terminate
outstanding swap agreements or reduce its exposure through offsetting
transactions. Any obligation a Fund may have under these types of arrangements
will be covered by setting aside liquid, high

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<PAGE>
grade securities in a segregated account. A Fund will enter into swaps only with
counterparties believed to be creditworthy.

In a typical interest rate swap, one party agrees to make regular payments
equal to a floating interest rate times a "notional principal amount," in return
for payments equal to a fixed rate times the same amount, for a specific period
of time. Swaps may also depend on other prices or rates, such as the value of an
index or mortgage prepayment rates.

In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by the
other party.

The buyer of an interest rate cap obtains the right to receive payments to
the extent that a specific interest rate exceeds an agreed-upon level, while the
seller of an interest rate floor is obligated to make payments to the extent
that a specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.

Swap agreements will tend to shift a Fund's investment exposure from one
type of investment to another. Depending on how they are used, swap agreements
may increase or decrease the overall volatility of the Fund's investments and
their share price or yield.

TIME DEPOSITS--a non-negotiable receipt issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time; however, it cannot be traded in the
secondary market.

Time deposits with a withdrawal penalty are considered to be illiquid
securities. The High Yield Bond, International Fixed Income, Emerging Markets
Equity and International Equity Funds may invest in time deposits.

U.S. GOVERNMENT AGENCY OBLIGATIONS--Obligations issued or guaranteed by
agencies of the U.S. Government, including, among others, the Federal Farm
Credit Bank, the Federal Housing Administration and the Small Business
Administration, and obligations issued or guaranteed by instrumentalities of the
U.S. Government, including, among others, the FHLMC, the Federal Land Banks and
the U.S. Postal Service. Some of these securities are supported by the full
faith and credit of the U.S. Treasury (E.G., GNMA securities), others are
supported by the right of the issuer to borrow from the Treasury (E.G., Federal
Farm Credit Bank securities), while still others are supported only by the
credit of the instrumentality (E.G., Fannie Mae securities). Agencies of the
United States Government that issue obligations, including, among others, Export
Import Bank of the United States, Farmers Home Administration, Federal Farm
Credit System, Federal Housing Administration, Government National Mortgage
Association, Maritime Administration, Small Business Administration and The
Tennessee Valley Authority. A Fund may purchase securities issued or guaranteed
by the GNMA which represent participations in Veterans Administration and
Federal Housing Administration backed mortgage pools.

Guarantees of principal by agencies or instrumentalities of the U.S.
Government may be a guarantee of payment at the maturity of the obligation so
that in the event of a default prior to maturity there might not be a market and
thus no means of realizing on the obligation prior to maturity. Guarantees as to
the timely payment of principal and interest do not extend to the value or yield
of these securities or to the value of a Fund's shares.

U.S. TREASURY OBLIGATIONS--bills, notes and bonds issued by the U.S.
Treasury and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal Securities ("STRIPS"). No
Fund may actively trade STRIPS. STRIPS are sold as zero coupon securities; for
more information, see "Zero Coupon Securities."

U.S. TREASURY RECEIPTS--U.S. Treasury receipts are interests in separately
traded interest and principal component parts of U.S. Treasury obligations that
are issued by banks or brokerage firms and are

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<PAGE>
created by depositing U.S. Treasury notes and obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates of receipts. The
custodian arranges for the issuance of the certificates or receipts evidencing
ownership and maintains the register.

VARIABLE AND FLOATING RATE INSTRUMENTS--Certain obligations may carry
variable or floating rates of interest, and may involve a conditional or
unconditional demand feature. Such instruments bear interest at rates that are
not fixed, but which vary with changes in specified market rates or indices. The
interest rates on these securities may be reset daily, weekly, quarterly or some
other reset period, and may have a floor or ceiling on interest rate changes.
These instruments may involve a demand feature and may include variable amount
master demand notes available through the Custodian, or otherwise. Variable or
floating rate instruments bear interest at a rate which varies with changes in
market rates. The holder of an instrument with a demand feature may tender the
instrument back to the issuer at par prior to maturity. A variable amount master
demand note is issued pursuant to a written agreement between the issuer and the
holder, its amount may be increased by the holder or decreased by the holder or
issuer, it is payable on demand, and the rate of interest varies based upon an
agreed formula. The quality of the underlying credit must, in the opinion of the
Fund's managers, be equivalent to the long-term bond or commercial paper ratings
applicable to permitted investments for each Fund. Each Fund's Sub-Advisers will
monitor on an ongoing basis the earning power, cash flow, and liquidity ratios
of the issuers of such instruments and will similarly monitor the ability of an
issuer of a demand instrument to pay principal and interest on demand. 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.

In case of obligations which include a put feature at the option of the debt
holder, the date of the put may be used as an effective maturity date for the
purpose of determining weighted average fund maturity.

WARRANTS--Warrants are instruments giving holders the right, but not the
obligation, to buy equity or fixed income securities of a company at a given
price during a specified period.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--involve the purchase of debt
obligations on a when-issued basis, in which case delivery and payment normally
take place within 45 days after the date of commitment to purchase. The payment
obligation and the interest rate that will be received on the securities are
each fixed at the time the purchaser enters into the commitment. These
securities are subject to market fluctuation due to changes in market interest
rates, and it is possible that the market value at the time of settlement could
be higher or lower than the purchase price if the general level of interest
rates has changed. Although a Fund generally purchases securities on a
when-issued or forward commitment basis with the intention of actually acquiring
securities, a Fund may dispose of a when-issued security or forward commitment
prior to settlement if it deems it appropriate to do so. When investing in
when-issued securities, a Fund will not accrue income until delivery of the
securities and will invest in such securities only for purposes of actually
acquiring the securities and not for purposes of leveraging.

One form of when-issued or delayed-delivery security that a Fund may
purchase is a "to be announced" ("TBA") mortgage-backed security. A TBA
mortgage-backed security transaction arises when a mortgage-backed security,
such as a GNMA pass-through security, is purchased or sold with specific pools
that will constitute that GNMA pass-through security to be announced on a future
settlement date.

Purchasing obligations on a when-issued basis is a form of leveraging and
can involve a risk that the yields available in the market when the delivery
takes place may actually be higher than those obtained in the transaction
itself. In that case there could be an unrealized loss at the time of delivery.

A Fund will establish a segregated account and maintain liquid assets in an
amount at least equal in value to that Fund's commitments to purchase
when-issued securities. If the value of these assets declines, the Fund involved
will place additional liquid assets in the account on a daily basis so that the
value of the assets in the account is equal to the amount of such commitments.

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<PAGE>
YANKEE OBLIGATIONS--Yankee obligations ("Yankees") are U.S.
dollar-denominated instruments of foreign issuers who either register with the
SEC or issue under Rule 144A under the Securities Act of 1933. These obligations
consist of debt securities (including preferred or preference stock of non-
governmental issuers), certificates of deposit, fixed time deposits and bankers'
acceptances issued by foreign banks, and debt obligations of foreign governments
or their subdivisions, agencies and instrumentalities, international agencies
and supranational entities. Some securities issued by foreign governments or
their subdivisions, agencies and instrumentalities may not be backed by the full
faith and credit of the foreign government.

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

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

To avoid any leveraging concerns, the Fund will place cash or liquid
securities in a segregated account in an amount sufficient to cover its
repurchase obligation. 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
and CATS) are sold as zero coupon securities, that is, fixed income securities
that have been stripped of their unmatured interest coupons. Zero coupon
securities are sold at a (usually substantial) discount and redeemed at face
value at their maturity date without interim cash payments of interest or
principal. The amount of this discount is accreted over the life of the
security, and the accretion constitutes the income earned on the security for
both accounting and tax purposes. Because of these features, the market prices
of zero coupon securities are generally more volatile than the market prices of
securities that have similar maturity but that pay interest periodically. Zero
coupon securities are likely to respond to a greater degree to interest rate
changes than are non-zero coupon securities with similar maturity and credit
qualities.

Corporate zero coupon securities are: (i) notes or debentures which do not
pay current interest and are issued at substantial discounts from par value, or
(ii) notes or debentures that pay no current interest until a stated dated one
or more years into the future, after which 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. A Fund may have to dispose of its securities under
disadvantageous circumstances to generate cash, or may have to

S-26
<PAGE>
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.

DESCRIPTION OF RATINGS

DESCRIPTION OF MOODY'S SHORT-TERM RATINGS

PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

NOT PRIME Issuers rated Not Prime do not fall within any of the Prime rating
categories.

STANDARD & POOR'S SHORT-TERM RATINGS

<TABLE>
<S> <C>
A-1 This highest category indicates that the degree of safety regarding timely payment is
strong. Debt determined to possess extremely strong safety characteristics is denoted
with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation is satisfactory. However,
the relative degree of safety is not as high as for issues designated "A-1".
A-3 Debt carrying this designation has an adequate capacity for timely payment. It is,
however, more vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designations.
B Debt rated "B" is regarded as having only speculative capacity for timely payment.
C This rating is assigned to short-term debt obligations with a doubtful capacity for
payment.
D This rating indicates that the obligation is in payment default.
</TABLE>

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<PAGE>
DESCRIPTION OF DUFF & PHELPS' SHORT-TERM RATINGS

<TABLE>
<S> <C>
Duff 1+ Highest certainty of timely payment. Short-term liquidity, including internal
operating factors and/or access to alternative sources of funds, is outstanding,
and safety is just below risk-free U.S. Treasury short-term obligations.
Duff 1 Very high certainty of timely payment. Liquidity factors are excellent and
supported by good fundamental protection factors. Risk factors are minor.
Duff 1- High certainty of timely payment. Liquidity factors are strong and supported by
good fundamental protection factors. Risk factors are very small.

GOOD GRADE

Duff 2 Good certainty of timely payment. Liquidity factors and company fundamentals are
sound. Although ongoing funding needs may enlarge total financing requirements,
access to capital markets is good. Risk factors are small.

SATISFACTORY GRADE

Duff 3 Satisfactory liquidity and other protection factors qualify issue as to investment
grade. Risk factors are larger and subject to more variation. Nevertheless, timely
payment is expected.

NON-INVESTMENT GRADE

Duff 4 Speculative investment characteristics. Liquidity is not sufficient to insure
against disruption in debt service. Operating factors and market access may be
subject to a high degree of variation.

DEFAULT

Duff 5 Issuer failed to meet scheduled principal and/or interest payments.

DESCRIPTION OF FITCH'S SHORT-TERM RATINGS

F-1+ Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as
having the strongest degree of assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than issues rated "F-1+"
F-2 Good Credit Quality. Issues assigned this rating have a satisfactory degree of
assurance for timely payment, but the margin of safety is not as great as for
issues assigned "F-1+" and "F-1" ratings.
F-3 Fair Credit Quality. Issues assigned this rating have characteristics suggesting
that the degree of assurance for timely payment is adequate, however, near-term
adverse changes could cause these securities to be rated below investment grade.
F-S Weak Credit Quality. Issues assigned this rating have characteristics suggesting a
minimal degree of assurance for timely payment and are vulnerable to near-term
adverse changes in financial and economic conditions.
D Default. Issues assigned this rating are in actual or imminent payment default.
LOC The symbol LOC indicates that the rating is based on a letter of credit issued by
a commercial bank.
</TABLE>

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<PAGE>
<TABLE>
<S> <C>
DESCRIPTION OF IBCA'S SHORT-TERM RATINGS (UP TO 12 MONTHS)

A1+ Obligations supported by the highest capacity for timely repayment.
A1 Obligations supported by a strong capacity for timely repayment.
A2 Obligations supported by a satisfactory capacity for timely repayment, although
such capacity may be susceptible to adverse changes in business, economic, or
financial conditions.
A3 Obligations supported by an adequate capacity for timely repayment. Such capacity
is more susceptible to adverse changes in business, economic, or financial
conditions than for obligations in higher categories.
B Obligations for which the capacity for timely repayment is susceptible to adverse
changes in business, economic, or financial conditions.
C Obligations for which there is an inadequate capacity to ensure timely repayment.
D Obligations which have a high risk of default or which are currently in default.

DESCRIPTION OF THOMSON BANKWATCH'S SHORT-TERM RATINGS

TBW-1 The highest category; indicates a very high likelihood that principal and interest
will be paid on a timely basis.
TBW-2 The second-highest category; while the degree of safety regarding timely repayment
of principal and interest is strong, the relative degree of safety is not as high
as for issues rated "TBW-1".
TBW-3 The lowest investment-grade category; indicates that while the obligation is more
susceptible to adverse developments (both internal and external) than those with
higher ratings, the capacity to service principal and interest in a timely fashion
is considered adequate.
TBW-4 The lowest rating category; this rating is regarded as non-investment grade and
therefore speculative.
</TABLE>

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of the Trust
and may not be changed without shareholder approval.

A Fund may not:

1. With respect to 75% of its total assets, (i) purchase securities of any
issuer (except securities issued or guaranteed by the United States
Government, its agencies or instrumentalities) if, as a result, more than 5%
of its total assets would be invested in the securities of such isser; or
(ii) acquire more than 10% of the outstanding voting securities of any one
issuer. This restriction does not apply to the International Fixed Income
and Emerging Markets Debt Funds.

2. Purchase any securities which could cause more than 25% of its total assets
to be invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that this
limitation does not apply to investments in securities issued or guaranteed
by the United States Government, it agencies or instrumentalities.

3. Issue any class of senior security or sell any senior security of which it
is the issuer, except that a Fund may borrow from any bank, provided that
immediately after any such borrowing there is asset coverage of at least
300% for all borrowings of the Fund, and further provided that, to the
extent that such borrowings exceed 5% of a Fund's total assets, all
borrowings shall be repaid before such Fund makes additional investments.
The term "senior security" shall not include any temporary borrowings that
do not exceed 5% of the value of such Fund's total assets at the time the
Fund makes such temporary borrowings. In addition, investment strategies
that either obligate a Fund to purchase securities or require a Fund to
segregate assets will not be considered borrowings or senior securities.

S-29
<PAGE>
4. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Fund may: (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) lend its securities.

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts, and (ii)
commodities contracts relating to financial instruments, such as financial
futures contracts and options on such contracts.

6. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.

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

NON-FUNDAMENTAL POLICIES

The following investment limitations are non-fundamental policies of the
Trust and may be changed without shareholder approval.

A Fund may not:

1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
by the Fund's fundamental limitation on borrowing.

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

3. Purchase securities on margin or effect short sales, except that each Fund
may (i) obtain short-term credits as necessary for the clearance of security
transactions, (ii) provide initial and variation margin payments in
connection with transactions involving futures contracts and options on such
contracts, and (iii) make short sales "against the box" or in compliance
with the SEC's position regarding the asset segregation requirements of
section 18 of the 1940 Act.

4. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.

5. Purchase or hold illiquid securities, I.E., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its net assets
would be invested in illiquid securities.

6. Purchase securities which are not readily marketable if, in the aggregate,
more than 15% of its total assets would be invested in such securities.

THE ADMINISTRATOR AND TRANSFER AGENT

SEI Investments Fund Management ("SEI Management" or the "Administrator")
provides the Trust with overall administrative services, regulatory reporting,
all necessary office space, equipment, personnel and facilities, and acts as
dividend disbursing agent. SEI Management also serves as transfer agent (the
"Transfer Agent") for the Funds. For these administrative services, SEI
Management is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .05% of the average daily net assets of each Fund. SIMC and
SEI Management have agreed, on a voluntary basis, to waive a portion of their
Management/Administration Fees and/or reimburse Other Expenses to the extent
necessary to keep Total Operating Expenses from exceeding current levels. The
Total Operating Expenses reflect current fee waivers.

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

S-30
<PAGE>
Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of SEI Management in the
performance of its duties or from reckless disregard of its duties and
obligations thereunder.

After an initial term, the continuance of the Administration Agreement must
be specifically approved (i) by the vote of a majority of the Trustees or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii) by
the vote of a majority of the Trustees of the Trust who are not parties to the
Administration Agreement or an "interested person" (as that term is defined in
the 1940 Act) of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Administration Agreement is terminable
at any time as to any Fund without penalty by the Trustees of the Trust, by a
vote of a majority of the outstanding shares of the Fund or by SEI Management on
not less than 30 days' nor more than 60 days' written notice. This Agreement
shall not be assignable by either party without the written consent of the other
party.

The Administrator, a Delaware business trust, has its principal business
offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation
("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI
Investments"), is the owner of all beneficial interest in the Administrator. The
Administrator and its affiliates serve as administrator or sub-administrator to
the following other mutual funds: The Achievement Funds Trust, The Advisors'
Inner Circle Fund, Alpha Select Funds, The Arbor Fund, ARK Funds, Armada Funds,
Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CrestFunds, Inc.,
CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Monitor Funds, The Nevis Funds, Oak Associates Funds, The PBHG Funds, Inc., PBHG
Advisor Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust and TIP Funds.

If operating expenses of any Fund exceed applicable limitations, SEI
Management will pay such excess. SEI Management will not be required to bear
expenses of any Fund to an extent which would result in the Fund's inability to
qualify as a regulated investment company under provisions of the Internal
Revenue Code of 1986, as amended (the "Code"). The term "expenses" is defined in
such laws or regulations, and generally excludes brokerage commissions,
distribution expenses, taxes, interest and extraordinary expenses.

THE MANAGER AND THE SUB-ADVISERS

SEI Investments Management Corporation ("SIMC" or the "Manager") is a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), a
financial services company. The principal business address of SIMC and SEI
Investments is Oaks, Pennsylvania, 19456. SEI Investments was founded in 1968,
and is a leading provider of investment solutions to banks, institutional
investors, investment advisers and insurance companies. Affiliates of SIMC have
provided consulting advice to institutional investors for more than 20 years,
including advice regarding selection and evaluation of money managers. SIMC
currently serves as manager to more than investment companies, including
more than funds, with more than $ billion in assets as of December 31,
1998.

SIMC is the investment Manager for each of the Funds, and operates as a
"manager of managers." As Manager, SIMC oversees the investment advisory
services provided to the Funds and manages the cash portion of the Funds'
assets. Pursuant to separate sub-advisory agreements with SIMC, and under the
supervision of the Manager and the Board of Trustees, a number of sub-advisers
(the "Sub-Advisers") are responsible for the day-to-day investment management of
all or a discrete portion of the assets of the Funds. Sub-Advisers are selected
for the Funds based primarily upon the research and recommendations of SIMC,
which evaluates quantitatively and qualitatively a Sub-Adviser's skills and
investment results in managing assets for specific asset classes, investment
styles and strategies.

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<PAGE>
Subject to Board review, SIMC allocates and, when appropriate, reallocates
the Funds' assets among Sub-Advisers, monitors and evaluates Sub-Adviser
performance, and oversees Sub-Adviser compliance with the Funds' investment
objectives, policies and restrictions. SIMC HAS ULTIMATE RESPONSIBILITY FOR THE
INVESTMENT PERFORMANCE OF THE FUNDS DUE TO ITS RESPONSIBILITY TO OVERSEE
SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT.

SIMC and the Trust have obtained an exemptive order from the Securities and
Exchange Commission (the "SEC") that permits SIMC, with the approval of the
Trust's Board of Trustees, to retain Sub-Advisers unaffiliated with SIMC for the
Funds without submitting the sub-advisory agreements to a vote of the Fund's
shareholders. The exemptive relief permits SIMC to disclose only the aggregate
amount payable by SIMC to the Sub-Advisers under all such sub-advisory
agreements for each Fund. The Funds will notify shareholders in the event of any
addition or change in the identity of its Sub-Advisers.

For its management services, SIMC is entitled to a fee, which is calculated
daily and paid monthly, at the following annual rates (shown as a percentage of
the average daily net assets of each Fund): Large Cap Growth Fund, Large Cap
Value Fund %, %; Small Growth Cap Fund, Small Cap Value Fund %,
%; International Equity Fund, %; Emerging Markets Debt Fund %, Emerging
Markets Equity Fund, %; Core Fixed Income Fund, %; High Yield Bond Fund,
%; and International Fixed Income Fund, %. SIMC pays the Sub-Advisers a
fee out of its advisory fee, which fee is based on a percentage of the average
monthly market value of the assets managed by each Sub-Adviser.

THE SUB-ADVISERS

1838 INVESTMENT ADVISORS, L.P.--1838 Investment Advisors, L.P. ("1838")
serves as a Sub-Adviser to a portion of the assets of the Small Cap Fund. 1838
is a Delaware limited partnership located at 100 Matsonford Road, Radnor,
Pennsylvania. MBIA Inc. owns all of the partnership interests of 1838. As of
December 31, 1998, 1838 managed $ billion in assets in large and small
capitalization equity, fixed income and balanced account portfolios.

ACADIAN ASSET MANAGEMENT, INC.--Acadian Asset Management, Inc. ("Acadian")
serves as a Sub-Adviser for a portion of the assets of the International Equity
Fund. Acadian, a wholly-owned subsidiary of United Asset Management Corporation
("UAM"), was founded in 1977, and manages approximately $ billion in assets
invested globally as of December 31, 1998. The principal address of Acadian is
Two International Place, 26th floor, Boston, Massachusetts 02110.

ALLIANCE CAPITAL MANAGEMENT L.P.--Alliance Capital Management L.P.
("Alliance") serves as a Sub-Adviser for a portion of the assets of the Large
Cap Fund. Alliance is a registered investment adviser organized as a Delaware
limited partnership, which originated as Alliance Capital Management Corporation
in 1971. Alliance Capital Management Corporation, an indirect wholly-owned
subsidiary of The Equitable Life Assurance Society of the United States, is the
general partner of Alliance. As of December 31, 1998, Alliance managed over $
billion in assets. The principal address of Alliance is 1345 Avenue of the
Americas, New York, New York 10105.

BEA ASSOCIATES--BEA Associates ("BEA") serves as the Sub-Adviser for the
High Yield Bond Fund. BEA is a general partnership organized under the laws of
the State of New York and, together with its predecessor firms, has been engaged
in the investment advisory business for more than 50 years. BEA is a
wholly-owned subsidiary of Credit Suisse, the second largest Swiss bank, which,
in turn, is a subsidiary of CS Holding, a Swiss corporation. As of December 31,
1998, BEA managed approximately $ billion in assets. BEA's principal business
address is One Citicorp Center, 153 East 53rd Street, New York, New York 10022.

BLACKROCK, INC.--BlackRock, Inc. (formerly, BlackRock Financial Management,
Inc.) ("BlackRock") serves as a Sub-Adviser to a portion of the assets of the
Core Fixed Income Fund. BlackRock, a registered investment adviser, is a
Delaware corporation with its principal business address at 345 Park Avenue,
30th Floor, New York, New York 10154. BlackRock's predecessor was founded in
1988, and as of

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December 31, 1998, BlackRock had $ billion in assets under management.
BlackRock is an indirect subsidiary of PNC Bank Corp.

BOSTON PARTNERS ASSET MANAGEMENT, L.P.--Boston Partners Asset Management,
L.P. ("BPAM") serves as a Sub-Adviser for a portion of the assets of the Small
Cap Fund. BPAM, a Delaware limited partnership, is a registered investment
adviser whose general partner is Boston Partners, Inc. BPAM was founded in
April, 1995, and as of December 31, 1998, it had approximately $ billion in
assets under management. The principal business address of BPAM is 28 State
Street, 21st Floor, Boston, Massachusetts 02109.

CAPITAL GUARDIAN TRUST COMPANY--Capital Guardian Trust Company ("CGTC")
serves as a Sub-Adviser to a portion of the assets of the International Equity
Fund. CGTC, a California trust company founded in 1968, is a wholly-owned
subsidiary of The Capital Group Companies, Inc. CGTC has managed international
portfolios since 1978, and as of December 31, 1998, managed a total of over $
billion primarily for institutional clients. The principal business address of
CGTC and The Capital Group Companies, Inc. is 333 South Hope Street, Los
Angeles, California 90071.

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED--Coronation Asset
Management (Proprietary) Limited ("Coronation") serves as a Sub-Adviser for a
portion of the assets of the Emerging Markets Equity Fund. Coronation, a
registered investment adviser organized under the laws of the Republic of South
Africa, was founded in 1993, and as of December 31, 1998, managed $ billion in
assets. The principal business address of Coronation is 80 Strand Street, Cape
Town, South Africa, 8001.

CREDIT SUISSE ASSET MANAGEMENT LIMITED--Credit Suisse Asset Management
Limited ("Credit Suisse") acts as a Sub-Adviser for a portion of the assets of
the Emerging Markets Equity Fund. Credit Suisse, a UK limited liability company
formed in 1982, is a registered investment adviser that managed approximately
$ billion as of December 31, 1998. Credit Suisse is a wholly-owned subsidiary
of the Credit Suisse Group, a financial services conglomerate headquartered in
Zurich, Switzerland. Credit Suisse's principal business address is Beaufort
House, 15 St. Botolph Street, London, EC3A 7JJ.

FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC--Firstar Investment
Research & Management Company, LLC ("FIRMCO") serves as a Sub-Adviser for a
portion of the assets of the Core Fixed Income Fund. FIRMCO is a registered
investment adviser with its principal business address at 777 East Wisconsin
Avenue, Suite 800, Milwaukee, Wisconsin 53202. As of December 31, 1998, it had
approximately $ billion in assets under management. FIRMCO is a wholly-owned
subsidiary of Firstar Corporation, a bank holding company located at 777 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202.

FURMAN SELZ CAPITAL MANAGEMENT LLC--Furman Selz Capital Management LLC
("Furman Selz") serves as a Sub-Adviser for a portion of the assets of the Small
Cap Fund. Furman Selz, a Delaware limited liability company whose predecessor
was formed in 1977, is a registered investment adviser that managed
approximately $ billion in assets as of December 31, 1998. The ultimate parent
of Furman Selz is ING Groep N.V., a Dutch financial services company. Furman
Selz's principal business address is 230 Park Avenue, New York, NY 10169.

LSV ASSET MANAGEMENT, L.P.--LSV Asset Management, L.P. ("LSV") serves as a
Sub-Adviser to a portion of the assets of the Large Cap Fund and the Small Cap
Fund. LSV is a registered investment adviser organized as a Delaware general
partnership. An affiliate of SIMC owns an interest in LSV. The general partners
of LSV developed a quantitative value investment philosophy that has been used
to manage assets over the past 7 years. The principal business address of LSV is
200 W. Madison Avenue, Chicago, Illinois 60606. As of December 31, 1998, LSV
managed approximately $ billion in client assets.

The Adviser pays LSV fees based on a percentage of the average monthly
market value of the assets of the Large Cap Fund and the Small Cap Fund managed
by LSV. These fees, which are calculated daily and paid monthly, are at an
annual rate of .20% of the average monthly market value of the assets of the

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Large Cap Fund managed by LSV and .50% of the average monthly market value of
the assets of the Small Cap Fund managed by LSV.

MELLON EQUITY ASSOCIATES, LLP--Mellon Equity Associates, LLP ("Mellon
Equity") serves as a Sub-Adviser to a portion of the assets of each of the Large
Cap Fund and the Small Cap Fund. Mellon Equity is a limited liability
partnership founded in 1987. Mellon Bank, N.A., is the 99% limited partner and
MMIP, Inc. is the 1% general partner. MMIP, Inc. is a wholly-owned subsidiary of
Mellon Bank, N.A., which itself is a wholly-owned subsidiary of the Mellon Bank
Corporation. Mellon Equity had discretionary management authority with respect
to approximately $ billion of assets as of December 31, 1998. The business
address for Mellon Equity is 500 Grant Street, Suite 3700, Pittsburgh,
Pennsylvania 15258.

MORGAN STANLEY ASSET MANAGEMENT INC.--Morgan Stanley Asset Management Inc.
("MSAM") acts as a Sub-Adviser for a portion of the assets of the Emerging
Markets Equity Fund. MSAM is a wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co. MSAM is a registered investment adviser that currently has
approximately $ billion of assets under management. The principal business
address of MSAM is 1221 Avenue of the Americas, New York, New York 10020.

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT--Nicholas-Applegate Capital Management
("Nicholas-Applegate") serves as a Sub-Adviser to a portion of the assets of
each of the Small Cap Fund and the Emerging Markets Equity Fund. As of December
31, 1998, Nicholas-Applegate had discretionary management authority with respect
to approximately $ billion of assets. The principal business address of
Nicholas-Applegate is 600 West Broadway, 29th Floor, San Diego, California
92101. Nicholas-Applegate, pursuant to a partnership agreement, is controlled by
its general partner, Nicholas-Applegate Capital Management Holdings, L.P., a
California limited partnership controlled by a corporation controlled by Arthur
E. Nicholas.

PARAMETRIC PORTFOLIO ASSOCIATES--Parametric Portfolio Associates
("Parametric") serves as a Sub-Adviser for a portion of the assets of the
Emerging Markets Equity Fund. Parametric is a general partnership whose general
partners are PIMCO Advisors L.P. ("PIMCO"), the supervisory general partner, and
Parametric Management, Inc., the managing general partner (a wholly-owned
subsidiary of PIMCO). Parametric's predecessor was founded in 1987, and as of
December 31, 1998, Parametric managed approximately $ billion in client assets.
Parametric's business address is 701 Fifth Avenue, Suite 7310, Seattle, WA
98104. PIMCO's address is 800 Newport Center Drive, Newport Beach, California
92660.

POLYNOUS CAPITAL MANAGEMENT, INC.--Polynous Capital Management, Inc.
("Polynous"), serves as a Sub-Adviser for a portion of the assets of the Small
Cap Fund. Polynous, a California corporation formed in 1995, is a registered
investment adviser that managed approximately $ million in assets as of
December 31, 1998. Polynous is controlled by Kevin L. Wenck, founder and
Principal Executive Officer of Polynous. Polynous's principle business address
is 88 Kearny Street, Suite 1300, San Francisco, California 94108.

PROVIDENT INVESTMENT COUNSEL, INC.--Provident Investment Counsel, Inc.
("Provident") serves as a Sub-Adviser for a portion of the assets of the Large
Cap Fund. Provident is a registered investment adviser with its principal
business address at 300 North Lake Avenue, Pasadena, California 91101, which,
through its predecessors, has been in business since 1951, a wholly-owned
subsidiary of United Asset Management ("UAM"), a publicly traded investment
adviser holding company. UAM is headquartered at One International Place,
Boston, Massachusetts 02110. As of December 31, 1998, Provident had over $
billion in client assets under management.

ROBERTSON, STEPHENS INVESTMENT MANAGEMENT, L.P.--Robertson, Stephens
Investment Management, L.P. ("Robertson"), acts as a Sub-Adviser for a portion
of the assets of the Small Cap Fund. Robertson is a wholly-owned subsidiary of
Nationsbank. Robertson is a registered investment adviser that currently has
approximately $ billion of assets under management, $ million of which is in
the small

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cap product. The principal business address of Robertson is 555 California
Street, Suite 2600, San Francisco, California 94104.

SALOMON BROTHERS ASSET MANAGEMENT INC--Salomon Brothers Asset Management Inc
("SBAM") serves as a Sub-Adviser for the assets of the Emerging Markets Debt
Fund. SBAM, an indirect wholly-owned subsidiary of The Traveler's Group, is a
Delaware corporation that was founded in 1987. SBAM is a registered investment
adviser that currently manages approximately $ billion in client assets. SBAM's
principal business address is 7 World Trade Center, New York, New York 10048.

SANFORD C. BERNSTEIN & CO., INC.--Sanford C. Bernstein & Co., Inc.
("Bernstein"), serves as a Sub-Adviser to a portion of the assets of the Large
Cap Fund. Founded in 1967, Bernstein is a registered investment adviser that
managed approximately $ billion in assets as of December 31, 1998. Bernstein is
controlled by the members of its Board of Directors and its principal business
address is 767 Fifth Avenue, New York, New York 10153.

SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED--Scottish Widows Investment
Management Limited ("Scottish Widows") serves as a Sub-Adviser for a portion of
the assets of the International Equity Fund. Scottish Widows is a wholly-owned
subsidiary of the Scottish Widows Group, a mutual insurance company founded in
1815 and based in Edinburgh, Scotland. Scottish Widows is a registered
investment adviser that managed approximately $ billion among 95 accounts as of
December 31, 1998. The principal business address of Scottish Widows is P.O. Box
17036, 69 Morrison Street, Edinburgh EH3 8YF, Scotland.

SG PACIFIC ASSET MANAGEMENT, INC., AND SGY ASSET MANAGEMENT (SINGAPORE)
LIMITED AND SG YAMAICHI ASSET MANAGEMENT CO., LTD.--SG Pacific Asset Management,
Inc. (formerly, Yamaichi Capital Management, Inc.) ("SG Pacific") and SGY Asset
Management (Singapore) Ltd. (formerly, Yamaichi Capital Management (Singapore)
Limited) ("SGY") jointly serve as Sub-Adviser for a portion of the assets of the
International Equity and Emerging Markets Equity Funds. Societe Generale Asset
Management (North Pacific), a French financial services conglomerate, has a
controlling interest in SG Yamaichi Asset Management Co., Ltd. (formerly,
Yamaichi International Capital Management Co., Ltd.) ("SG Yamaichi"), the parent
of SG Pacific and SGY. SG Yamaichi also serves as a Sub-Adviser for a portion of
the assets of the International Equity Fund. SG Yamaichi was established in 1971
as a global asset management firm. SG Pacific and SGY are wholly-owned
subsidiaries of SG Yamaichi. The principal address of SG Pacific is 2 World
Trade Center, Suite 9828, New York, New York 10048. The principal address of SGY
is 138 Robinson Road, #13-01/05, Hong Leong Centre, Singapore 068906. The
principal address of SG Yamaichi is 5-1, Nihombashi Kabutocho, Chuo-ku, Tokyo
103, Japan. SG Yamaichi and its affiliates currently manage over $ billion in
assets worldwide.

SPYGLASS ASSET MANAGEMENT, INC.--Spyglass Asset Management, Inc.
("Spyglass") acts as a Sub-Adviser for a portion of the assets of the Small Cap
Fund. Spyglass, a Delaware Corporation founded in May, 1998, is a registered
investment adviser controlled by Roger Stamper and Stephen Wisneski. The
principal business address of Spyglass is 3454 Oak Alley Court, Suite #209,
Toledo, Ohio 43606.

STRATEGIC FIXED INCOME, L.L.C.--Strategic Fixed Income, L.L.C. ("Strategic")
serves as the Sub-Adviser for the International Fixed Income Fund. Strategic is
a Delaware limited liability company whose predecessor was formed in 1991 to
manage multi-currency fixed income portfolios. The managing member of the firm
is Gobi Investment Inc., of which Kenneth Windheim is the sole shareholder, and
the limited partner is Strategic Investment Management ("SIM"). As of December
31, 1998, Strategic managed $ billion of client assets. The principal address
of Strategic is 1001 Nineteenth Street North, Suite 1720, Arlington, Virginia
22209.

TCW FUNDS MANAGEMENT INC.--TCW Funds Management Inc. ("TCW") acts as a
Sub-Adviser for a portion of the assets of the Large Cap Fund. TCW is a
wholly-owned subsidiary of the TCW Group, Inc. TCW is a registered investment
adviser that currently has approximately $ billion of assets under

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management. The principal business address of TCW is 865 S. Figueroa, Suite
1800, Los Angeles, California 90017.

WALL STREET ASSOCIATES--Wall Street Associates ("WSA") serves as a
Sub-Adviser for a portion of the assets of the Small Cap Fund. WSA was founded
in 1987, and as of December 31, 1998, had approximately $ billion in assets
under management. The principal business address of WSA is at 1200 Prospect
Street, Suite 100, La Jolla, California 92037.

WELLINGTON MANAGEMENT COMPANY LLP--Wellington Management Company LLP
("WMC"), serves as the investment sub-adviser for the Prime Obligation Fund. As
of December 31, 1998, WMC had discretionary management authority with respect to
approximately $ billion in assets. The principal address of WMC is 75 State
Street, Boston, Massachusetts 02109. WMC is a Massachussetts limited liability
partnership, of which the following persons are managing partners: Robert W.
Doran, Duncan M. McFarland and John R. Ryan.

WESTERN ASSET MANAGEMENT COMPANY--Western Asset Management Company
("Western") serves as a Sub-Adviser for a portion of the assets of the Core
Fixed Income Fund. Western is a wholly-owned subsidiary of Legg Mason, Inc., a
financial services company located in Baltimore, Maryland. Western was founded
in 1971 and specializes in the management of fixed income funds. As of December
31, 1998, Western managed approximately $ billion in client assets, including
$ billion of investment company assets. The principal business address of
Western is 117 East Colorado Boulevard, Pasadena, California 91105.

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

The continuance of each Adviser and sub-advisory Agreement must be
specifically approved at least annually (i) by the vote of a majority of the
outstanding shares of that Fund or by the Trustees, and (ii) by the vote of a
majority of the Trustees who are not parties to such Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. Each sub-advisory Agreement will terminate
automatically in the event of its assignment, and is terminable at any time
without penalty by the Trustees of the Trust or, with respect to a 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 the Manager or Sub-Adviser, or by the
Manager or Sub-Adviser on 90 days' written notice to the Trust.

DISTRIBUTION

SEI Investments Distribution Co. (the "Distributor") serves as each Fund's
distributor pursuant to a distribution agreement (the "Distribution Agreement")
with the Trust. No compensation is paid to the Distributor under the
Distribution Agreement for distribution services for the shares of any Fund.

The Fund may execute brokerage or other agency transactions through the
Distributor, for which the Distributor may receive compensation.

The Distributor may, from time to time and at its own expense, provide
promotional incentives, in the form of cash or other compensation, to certain
financial institutions whose representatives have sold or are expected to sell
significant amounts of the Funds' shares.

The Distributor, a wholly-owned subsidiary of SEI Investments, and the Trust
are parties to a distribution agreement ("Distribution Agreement"). The
Distribution Agreement shall be reviewed and ratified at least annually (i) by
the Trust's Trustees or by the vote of a majority of the outstanding shares of

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the Trust, and (ii) by the vote of a majority of the Trustees of the Trust who
are not parties to the Distribution Agreement or interested persons (as defined
in the 1940 Act) of any party to the Distribution Agreement, cast in person at a
meeting called for the purpose of voting on such approval. The Distribution
Agreement will terminate in the event of any assignment, as defined in the 1940
Act, and is terminable with respect to a particular Fund on not less than sixty
days' notice by the Trust's Trustees, by vote of a majority of the outstanding
shares of such Fund or by the Distributor. The Distributor will receive no
compensation for the distribution of Fund shares.

Although banking laws and regulations prohibit banks from distributing
shares of open-end investment companies such as the Trust, according to an
opinion issued to the staff of the SEC by the Office of the Comptroller of the
Currency, financial institutions are not prohibited from acting in other
capacities for investment companies, such as providing shareholder services.
Should future legislative, judicial or administrative action prohibit or
restrict the activities of financial institutions in connection with providing
shareholder services, the Trust may be required to alter materially or
discontinue its arrangements with such financial institutions.

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select
Funds, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CrestFunds, Inc., CUFUND, The Expedition Funds,
First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., HighMark Funds, Monitor Funds, The Nevis Fund,
Inc., Oak Associates Funds, The Parkstone Group of Funds, The PBHG Funds, Inc.,
PBHG Advisor Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds,
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust and TIP Funds, each of which is an
open-end management investment company managed by SEI Investments Fund
Management or its affiliates and, except for PBHG Advisor Funds, Inc.,
distributed by SEI Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of
Trustees*--Currently performs various services on behalf of SEI Investments for
which Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Manager, the
Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, Boston 1784 Funds-Registered Trademark-, The
Expedition Funds, Marquis Funds-Registered Trademark-, Oak Associates Funds,
Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Managed Trust, SEI Institutional International Trust,
SEI Institutional Investments Trust, SEI Liquid Asset Trust and SEI Tax Exempt
Trust.

WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI Investments, the Manager, the Administrator and the
Distributor, Director and Secretary of SEI Investments and Secretary of the
Manager, the Administrator and the Distributor. Trustee of The Advisors' Inner
Circle Fund. The Arbor Fund, The Expedition Funds, Marquis
Funds-Registered Trademark-, Oak Associates Funds, SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Liquid Asset Trust and SEI Tax Exempt Trust.

F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--President, Orange County
Publishing Co., Inc.; Publisher, Paoli News and Paoli Republican; and Editor,
Paoli Republican, October 1981-January 1997. President, H&W Distribution, Inc.,
since July 1984. Executive Vice President, Trust Department, Harris

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Trust and Savings Bank and Chairman of the Board of Directors of The Harris
Trust Company of Arizona before January 1981. Trustee of SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust,
SEI Institutional International Trust, SEI Institutional Investments Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds and STI Classic
Variable Trust.

JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund,
The Arbor Fund, The Expedition Funds, Marquis Funds-Registered Trademark-, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Managed Trust, SEI Institutional International Trust,
SEI Institutional Investments Trust, SEI Liquid Asset Trust, and SEI Tax Exempt
Trust.

GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991-December 1996; Chief Financial Officer, Noble Partners, L.P.,
March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc.,
since 1991; Trustee, Navigator Securities Lending Trust, since 1995, Trustee of
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Liquid
Asset Trust, SEI Institutional Managed Trust, SEI Institutional International
Trust, SEI Institutional Investments Trust, and SEI Tax Exempt Trust.

EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive
Officer--Executive Vice President and President--Asset Management Division of
SEI Investments, the Manager and the Administrator since 1997. Senior Vice
President, SEI Investments, 1986-1991; Vice President, SEI Investments,
1981-1986.

TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, the
Manager, the Administrator and the Distributor since 1995. Associate, Dewey
Ballantine (law firm), 1994-1995. Associate, Winston & Strawn (law firm),
1991-1994.

LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange, 1989-1998.

KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments Company since 1997; Assistant Controller
of SEI Investments Company since 1995; Vice President of SEI Investments Company
since 1991; Director of Taxes of SEI Investments Company 1987 to 1991. Tax
Manager, Arthur Anderson LLP prior to 1987.

JOSEPH M. O'DONNELL (DOB 11/13/54)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Manager, the
Administrator and the Distributor since 1998. Vice President and General
Counsel, FPS Services, Inc., 1993-1997. Staff Counsel and Secretary, Provident
Mutual Family of Funds, 1990-1993.

SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant
Secretary--Secretary of the Distributor since 1998; Vice President of the
Distributor since 1988. Vice President and Assistant Secretary of the Manager
and the Administrator since 1988. Assistant Secretary of the Distributor from
1988 to 1998.

CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, the
Manager, the Administrator and the Distributor since August 1997. Branch Chief,
Division of Enforcement, U.S. Securities and Exchange Commission, January
1995-August 1997. Senior Counsel--Division of Enforcement, U.S. Securities and
Exchange Commission, September 1992-January 1995. Staff Attorney--Division of
Enforcement, U.S. Securities and Exchange Commission, September 1990-September
1992.

KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI Investments, the
Manager, the Administrator and the Distributor since 1994. Assistant Secretary
of SEI Investments since 1992; Secretary of the Adviser and the Manager since
1994.

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Vice President, General Counsel and Assistant Secretary of the Adviser, the
Manager and the Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP
(law firm), 1988-1992.

JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998.
Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler
L.L.P. (law firm), 1993-1995. Operations Manager, The Shareholder Services
Group, Inc., 1986-1990.

LYNDA J. STRIEGEL (DOB 10/30/48)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.
(1997-1998). Partner, Groom and Nordberg, Chartered, 1996-1997. Associate
General Counsel, Riggs Bank, N.A., 1991-1995.

RICHARD W. GRANT (DOB 10/25/45)--Secretary--2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI Investments, the Manager, the Administrator and the
Distributor.

MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Investments Mutual Fund
Services and Vice President of the Manager since 1996. Vice President of the
Distributor since December 1997. Vice President, Fund Accounting, BISYS Fund
Services September 1995 to November 1996. Senior Vice President and Site
Manager, Fidelity Investments 1981 to September 1995.

- ------------------------

*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
persons" of the Trust as the term is defined in the 1940 Act.

**Messrs. Gooch, Storey, Morris and Sullivan serve as members of the Audit
Committee of the Trust.

Compensation of officers and affiliated Trustees of the Trust is paid by SEI
Management. The Trust pays the fees for unaffiliated Trustees.

Mr. Edward W. Binshadler serves as a consultant to the Audit Committee and
receives as compensation $5,000 per Audit Committee meeting attended.

PERFORMANCE

From time to time, each Fund may advertise yield and/or total return. These
figures will be based on historical earnings and are not intended to indicate
future performance. The yield of a Fund refers to the annualized income
generated by an investment in such Fund over a specified 30-day period. The
yield is calculated by assuming that the income generated by the investment
during that period generated each period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

Yield = 2[(((a-b)/cd) + 1) to the power of 6 -1], where a =
dividends and interest earned during the period; b = expenses
accrued for the period (net of reimbursement); c = the current
daily number of shares outstanding during the period that were
entitled to receive dividends; and d = the maximum offering price
per share on the last day of the period.

Actual yield will depend on such variables as asset quality, average asset
maturity, the type of instruments a Fund invests in, changes in interest rates
on money market instruments, changes in the expenses of the Fund and other
factors.

The total return of a Fund refers to the average compounded rate of return
to a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Fund

S-39
<PAGE>
commenced operations through the specified date), assuming that the entire
investment is redeemed at the end of each period. In particular, total return
will be calculated according to the following formula:

P(1 + T)to the power of n = ERV, where P = a hypothetical initial
payment of $1,000; T = average annual total return; n = number of
years; and ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the designated time period as of
the end of such period.

The Funds may, from time to time, compare their performance to other mutual
funds tracked by mutual fund rating services, to broad groups of comparable
mutual funds or to unmanaged indices which may assume investment of dividends
but generally do not reflect deductions for administrative and management costs.

From time to time the Trust may include the names of clients of the Manager
in advertisements and/or sales literature for the Trust.

PURCHASE AND REDEMPTION OF SHARES

Each Fund's securities are valued by SEI Management pursuant to valuations
provided by an independent pricing service (generally the last quoted sale
price). Fund's securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sale price on each
Business Day (defined as days on which the New York Stock Exchange is open for
business ("Business Day")) or, if there is no such reported sale, at the most
recently quoted bid price. Unlisted securities for which market quotations are
readily available are valued at the most recently quoted bid price. The pricing
service may also use a matrix system to determine valuations. This system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
valuations. The procedures of the pricing service and its valuations are
reviewed by the officers of the Trust under the general supervision of the
Trustees.

It is currently the Trust's policy to pay 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 readily marketable securities held
by a Fund in lieu of cash. Shareholders may incur brokerage charges on the sale
of any such securities so received in payment of redemptions. However, a
shareholder will at all times be entitled to aggregate cash redemptions from all
Funds of the Trust during any 90-day period of up to the lesser of $250,000 or
1% of the Trust's net assets.

A gain or loss for federal income tax purposes may be realized by a taxable
shareholder upon an in-kind redemption depending upon the shareholder's basis in
the shares of the Trust redeemed.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period during which trading
on the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or evaluation of the fund 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 New York Stock Exchange, the Manager, the Administrator, the Distributor,
the Sub-Advisers 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, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

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

S-40
<PAGE>
TAXES

The following is only a summary of certain additional federal tax
considerations generally affecting the Funds and their shareholders that are not
described in the Funds' Prospectus. No attempt is made to present a detailed
explanation of the federal, state or local tax treatment of the Funds or their
shareholders and the discussion here and in the Funds' Prospectus is not
intended as a substitute for careful tax planning.

This discussion of federal income tax consequences is based on the Code and
the regulations issued thereunder as in effect on the date of this Statement of
Additional Information. 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.

Each Fund is treated as a separate entity for federal income tax purposes
and is not combined with the Trust's other Funds. Each Fund intends to qualify
as a regulated investment company ("RIC") under Subchapter M of the Code so that
it will be relieved of federal income tax on that part of its income that is
distributed to shareholders. In order to qualify for treatment as a RIC, a Fund
must distribute annually to its shareholders at least 90% of its investment
company taxable income (generally, net investment income plus the excess, if
any, of net short-term capital gain over net long-term capital losses)
("Distribution Requirement") and also must meet several additional requirements.
Among these requirements are the following: (i) at least 90% of a Fund's gross
income each taxable year must be derived from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
stock, securities or foreign currencies, or other income derived with respect to
its business of investing in such stock or securities or currencies; (ii) at the
close of each quarter of a Fund's taxable year, at least 50% of the value of its
total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs and other securities, with such other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of a Fund's assets and that does not represent more than
10% of the outstanding voting securities of such issuer; and (iii) at the close
of each quarter of a Fund's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. government securities or
the securities of other RICs) of any one issuer or of two or more issuers which
the Fund controls and which are engaged in the same, similar, or related trades
or businesses.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital
gain, a Fund will be subject to a nondeductible 4% federal excise tax to the
extent it fails to distribute by the end of any calendar year at least 98% of
its ordinary income for that year and 98% of its capital gain net income (the
excess of short- and long-term capital gain over short- and long-term capital
loss) 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. 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 advisor
might not otherwise have chosen to do so, and liquidation of investments in such
circumstances may affect the ability of a Fund to satisfy the requirements for
qualification as a RIC.

Any gain or loss recognized on a sale, exchange or redemption of shares of a
Fund by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than twelve months and otherwise will be treated
as a 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.

Long-term capital gains are currently taxed at a maximum rate of 20% and
short-term capital gains are currently taxed at ordinary income tax rates.

S-41
<PAGE>
If a Fund fails to qualify as a RIC for any year, all of its income will be
subject to federal income tax at corporate rates, and its distributions
(including capital gain distributions) generally will be taxable as ordinary
income dividends to its shareholders, subject to the dividends received
deduction for eligible corporate shareholders.

A Fund will be required in certain cases to withhold and remit to the United
States Treasury 31% of amounts payable to any shareholder who (1) has provided
the Fund either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to properly report payments of interest or dividends, or (3) who has failed to
certify to the Fund that such shareholder is not subject to backup withholding.

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 securities of
foreign corporations, a Fund will be eligible to, and will, file an election
with the Internal Revenue Service that will enable shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to any foreign and
United States possessions income taxes paid by a Fund. Pursuant to the election,
a Fund will treat those taxes as dividends paid to its shareholders. Each
shareholder will be required to include a proportionate share of those taxes in
gross income as income received from a foreign source and must treat the amount
so included as if the shareholder had paid the foreign tax directly. The
shareholder may then either deduct the taxes deemed paid by him or her in
computing his or her taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit (subject to significant
limitations) against the shareholder's federal income tax. If a Fund makes the
election, it will report annually to its shareholders the respective amounts per
share of the Fund's income from sources within, and taxes paid to, foreign
countries and United States possessions.

STATE TAXES

A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by a Fund to
shareholders and the ownership of shares may be subject to state and local
taxes. Shareholders should consult their own tax advisers regarding the affect
of federal, state and local taxes in their own individual circumstances.

PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of dealers in
the execution of transactions in fund securities. Subject to policies
established by the Trustees, the Sub-Advisers are responsible for placing orders
to execute Fund transactions. In placing orders, it is the Trust's policy to
seek to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the
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 fund securities from any affiliated person acting as
principal except in conformity with the regulations of the SEC.

The money market securities in which a Fund invests are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, the
Sub-Advisers will deal directly with the dealers who make a market in the
securities involved except in those circumstances where better prices and
execution are available elsewhere. Such dealers usually are acting as principal
for their own account. On occasion, securities may be purchased directly from
the issuer. Money market securities are generally traded on a net basis and do
not normally

S-42
<PAGE>
involve either brokerage commissions or transfer taxes. The cost of executing
fund securities transactions of a Fund will primarily consist of dealer spreads
and underwriting commissions.

It is expected that 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 Securities Exchange Act of
1934, as amended, and rules of the SEC. Under these provisions, the Distributor
is permitted to receive and retain compensation for effecting fund transactions
for a Fund on an exchange. These provisions further require that commissions
paid to the Distributor by the Trust for exchange transactions not exceed "usual
and customary" brokerage commissions. The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other 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, a Fund may direct commission business to one or more
designated broker-dealers, including the Distributor, in connection with such
broker-dealer's payment of certain of the Fund's expenses. 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.

Since the Trust does not market its shares through intermediary brokers or
dealers, it is not the Trust's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Fund's Sub-Advisers may place fund orders with qualified
broker-dealers who recommend the Trust to clients, and may, when a number of
brokers and dealers can provide best price and execution on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.

The Trust does not expect to use one particular dealer, but a Fund's
Sub-Advisers may, consistent with the interests of the Fund, select brokers on
the basis of the research services they provide to the Fund's Sub-Advisers. Such
services may include analysis of the business or prospects of a company,
industry or economic sector or statistical and pricing services. Information so
received by the Sub-Adviser will be in addition to and not in lieu of the
services required to be performed by a Fund's Sub-Advisers under the Advisory
and/or Sub-Advisory Agreements. If in the judgement of a Fund's Sub-Advisers the
Funds, or other accounts managed by the Fund's Sub-Advisers, will be benefitted
by supplemental research services, the Fund's Sub-Advisers are authorized to pay
brokerage commissions to a broker furnishing such services which are in excess
of commissions which another broker may have charged for effecting the same
transaction. The expenses of a Fund's Sub-Advisers will not necessarily be
reduced as a result of the receipt of such supplemental information.

In connection with transactions effected for Funds operating within the
"Manager of Managers" structure, under this policy, SIMC and the various firms
that serve as money managers to certain Funds of the Trust, in the exercise of
joint investment discretion over the assets of a Fund, may direct a portion of a
Fund's brokerage to the Distributor. All such transactions directed to the
Distributor must be accomplished in a manner that is consistent with the Trust's
policy to achieve best net results, and must comply with the Trust's procedures
regarding the execution of transactions through affiliated brokers.

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 series of shares or separate classes of funds. Share certificates
representing the shares will not be issued.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for
his or her own willful defaults and, if reasonable care has been exercised in
the selection of officers, agents, employees or administrators,

S-43
<PAGE>
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 or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

VOTING

Where the Prospectus for the Funds or this Statement of Additional
Information state that an investment limitation or a fundamental policy may not
be changed without shareholder approval, such approval means the vote of (i) 67%
or more of the 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 the 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 (i) 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 (ii) provides for indemnification out of the Trust property for
any shareholders held personally liable for the obligations of the Trust.

LEGAL COUNSEL

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

S-44
<PAGE>
PART C: OTHER INFORMATION

ITEM 23. EXHIBITS:

(a) Agreement and Declaration of Trust dated December 14, 1998, is filed
herewith.

(b) By-Laws are filed herewith.

(p) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E.
Nagle, George J. Sullivan, Jr., James M. Storey and Edward D. Loughlin are filed
herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

See the Prospectus and the Statement of Additional Information regarding the
Registrant's control relationships. SEI Investments Management Corporation
(formerly, SEI Financial Management Corporation) is the owner of all beneficial
interest in the Administrator and is a subsidiary of SEI Investments Company,
which also controls the distributor of the Registrant, SEI Investments
Distribution Co. (formerly, SEI Financial Services Company), as well as to other
corporations engaged in providing various financial and record keeping services,
primarily to bank trust departments, pension plan sponsors, and investment
managers.

ITEM 25. INDEMNIFICATION:

Article VII of the Agreement and Declaration of Trust empowers the Trustees
of the Trust, to the full extent permitted by law, to purchase with Trust assets
insurance for indemnification from liability and to pay for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or officer in
connection with any claim, action, suit or proceeding in which he or she becomes
involved by virtue of his or her capacity or former capacity with the Trust.

Article VI of the By-Laws of the Trust provides that the Trust shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is and other amounts or
was an agent of the Trust, against expenses, judgments, fines, settlement and
other amounts actually and reasonable incurred in connection with such
proceeding if that person acted in good faith and reasonably believed his or her
conduct to be in the best interests of the Trust. Indemnification will not be
provided in certain circumstances, however, including instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the duties
involved in the conduct of the particular office involved.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to the Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, 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 a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

ii
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

ADVISERS

ITEM 27. PRINCIPAL UNDERWRITERS:

(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or investment
adviser.

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:

<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
TIP Funds April 28, 1996
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
</TABLE>

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").

iii
<PAGE>
(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --

Henry H. Greer Director --

Carmen V. Romeo Director --

Mark J. Held President & Chief Operating Officer --

Gilbert L. Beebower Executive Vice President --

Richard B. Lieb Executive Vice President --

Dennis J. McGonigle Executive Vice President --

Robert M. Silvestri Chief Financial Officer & Treasurer --

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

Jack May Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Kevin P. Robins Senior Vice President & General Counsel Vice President
& Assistant Secretary

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary

S. Courtney E. Collier Vice President & Assistant Secretary --

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Lydia A. Gavalis Vice President & Assistant Secretary Vice President &
Assistant Secretary

Greg Gettinger Vice President & Assistant Secretary --

Kathy Heilig Vice President Vice President &
Assistant Secretary

Jeff Jacobs Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director --
</TABLE>

iv
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Mark Nagle Vice President Controller & Chief
Financial Officer

Joanne Nelson Vice President --

Joseph M. O'Donnell Vice President & Assistant Secretary Vice President &
Assistant Secretary

Sandra K. Orlow Vice President & Assistant Secretary Vice President &
Assistant Secretary

Cynthia M. Parrish Vice President & Assistant Secretary Vice President &
Assistant Secretary

Kim Rainey Vice President --

Rob Redican Vice President --

Maria Rinehart Vice President --

Mark Samuels Vice President & Managing Director --

Steve Smith Vice President --

Daniel Spaventa Vice President --

Kathryn L. Stanton Vice President & Assistant Secretary --

Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lori L. White Vice President & Assistant Secretary --

Wayne M. Withrow Vice President & Managing Director --
</TABLE>

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").

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, 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 will be
maintained at the offices of Registrant's Custodian:

First Union National Bank
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D);
(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and
records are maintained at the offices of Registrant's Administrator:

SEI Investments Mutual Funds Services
Oaks, Pennsylvania 19456

v
<PAGE>
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the principal offices of
the Registrant's Advisers:

SEI Investments Management Corporation
Oaks, Pennsylvania 19456

ITEM 29. MANAGEMENT SERVICES:

None

ITEM 30. UNDERTAKINGS:

None

vi
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 28th
day of December 1998.

SEI INSURANCE PRODUCTS TRUST

By: /s/ EDWARD D. LOUGHLIN
-----------------------------------------
Edward D. Loughlin
PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

*
- ------------------------------ Trustee December 28, 1998
William M. Doran

- ------------------------------
F. Wendell Gooch Trustee December 28, 1998

*
- ------------------------------ Trustee December 28, 1998
George J. Sullivan, Jr.

*
- ------------------------------ Trustee December 28, 1998
Robert A. Nesher

*
- ------------------------------ Trustee December 28, 1998
James M. Storey

/s/ EDWARD D. LOUGHLIN
- ------------------------------ President & Chief December 28, 1998
Edward D. Loughlin Executive Officer

/s/ MARK E. NAGLE
- ------------------------------ Controller and Chief December 28, 1998
Mark E. Nagle Financial Officer

*By: /s/ EDWARD D. LOUGHLIN
-------------------------
Edward D. Loughlin
ATTORNEY-IN-FACT

vii
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
NAME EXHIBIT
- -------------------------------------------------------------------------------- ----------
<S> <C>
Agreement and Declaration of Trust of the Registrant, dated December 14, 1998, Ex-99.a
is filed herewith.

By-Laws of the Registrant, is filed herewith. Ex-99.b

Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, George Ex-99.p
J. Sullivan, Jr., James M. Storey and Edward D. Loughlin are filed herewith.
</TABLE>

<PAGE>

Exhibit 99.a

AGREEMENT AND DECLARATION OF TRUST

SEI INSURANCE PRODUCTS TRUST

AGREEMENT AND DECLARATION OF TRUST dated as of the 14th day of December, 1998,
by Robert A. Nesher, the Trustee hereunder, and by the holders of Shares of
beneficial interest to be issued hereunder as hereinafter provided.

WHEREAS, this Trust has been formed to carry on the business of an investment
company; and

WHEREAS, the Trustee and any successor Trustees elected in accordance with
Article IV hereof have agreed to manage all property coming into their hands as
trustees of Massachusetts voluntary association with transferable Shares in
accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustee and any successor Trustees elected in accordance
with Article IV hereof hereby declare that they will hold all cash, securities
and other assets, which they may from time to time acquire in any manner as
Trustees hereunder IN TRUST to manage and dispose of the same for the pro rata
benefit of the holders from time to time of Shares in this Trust issued
hereunder on the terms and conditions hereinafter set forth.

ARTICLE I
NAME, PRINCIPAL PLACE OF BUSINESS AND RESIDENT AGENT, AND DEFINITIONS

NAME

SECTION 1. This Trust shall be known as the SEI Insurance Products Trust, and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.

PRINCIPAL PLACE OF BUSINESS AND RESIDENT AGENT

SECTION 2. The principal place of business of the Trust is One Freedom Valley
Drive, Oaks, Pennsylvania 19456. The name of the Trust's resident agent in the
Commonwealth of Massachusetts is CT Corporation System at 2 Oliver Street,
Boston, Massachusetts 02109.

DEFINITIONS

SECTION 3. Whenever used herein, unless otherwise required by the context or
specifically provided:

(a) The "Trust" refers to the SEI Insurance Products Trust, the Trust
created hereby.

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(b) "Trustee" or "Trustees" refers to the Trustees of the Trust named
herein or elected in accordance with Article IV hereof and then in
office.

(c) "Shares" refers to units of beneficial interest in the assets of the
Trust, when use din relation to any particular series established by
the Trustees hereunder refers to units of beneficial interest in the
assets specifically allocated to that series, and includes fractional
as well as whole Shares.

(d) "Shareholder" means a record owner of Shares.

(e) "Affiliated Person," "Assignment," "Commission," "Interested Person,"
and "Principal Underwriter" shall have the meanings given them in the
1940 Act.

(f) "Majority Shareholder Vote" shall have the same meaning as "vote of a
majority of the outstanding voting securities" as that phrase is
defined in the 1940 Act, except that such term may be used herein with
respect to the Shares of the Trust as a whole or the Shares of a
particular series, as the context may require.

(g) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust, as amended or restated form time to time, provided that
reference made in this Agreement and Declaration of Trust to "hereby,"
"hereof," "herein," "hereunder" or similar terms shall be deemed to
refer to this Declaration of Trust rather than the Article or Section
in which such words appear, unless the context otherwise requires.

(h) "By-Laws" shall mean the By-Laws of the Trust referred to in Article
IV, Section 4 hereof, as amended from time to time.

(i) The "1940 Act" refers to the Investment Company Act of 1940 and the
rules and regulations thereunder, all as amended from time to time.

(j) "Disinterested Trustees" shall mean Trustees who are not "interested
persons" as such term is defined in the 1940 Act (including any
Trustee who has been exempted from being an "interested person" by any
rule, regulation or order of the Commission). In limitation of the
foregoing, however, as used in Article VIII hereof, a "Disinterested
Trustee" shall mean a Disinterested Trustee against whom, at the time
of the votes to be taken pursuant to said Article VIII, none of the
actions, suits or other proceedings referred to in such Article VIII,
nor any other action, suit or other proceeding on the same or similar
grounds, is or has been pending.

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ARTICLE II
PURPOSE

The purpose of the Trust is to provide investors with one or more
investment portfolio(s) consisting primarily of securities, including debt
instruments or obligations.

ARTICLE III
SHARES

DIVISION OF BENEFICIAL INTEREST

SECTION 1. The Trustees may divide the beneficial interest in the Trust into an
unlimited number of Shares and authorize the issuance of Shares without prior
Shareholder approval. Shares may be issued in series and, if so, Shares of any
series will constitute units of beneficial interest, in assets of the Trust
specifically allocated to such series. Shares of the Trust, or any series
thereof, shall have no par value, shall represent equal and proportionate
interests in the Trust, or such series, with none having priority or preference
over any other except as specifically set forth in this Article III, and shall
be transferable. All shares issued hereunder, including any Shares issued in
payment of dividends or other distributions or in connection with any split of
Shares, shall be fully paid and non-assessable. Shares of the Trust or of any
series may be issued in two or more classes, as the Trustees may, without
Shareholder approval, authorize, and Shares of any class shall be identical to
those of any other class of the Trust or such series except that, if the
Trustees have authorized the issuance of Shares of any particular series in two
or more classes, then such classes may, consistent with the 1940 Act, or
pursuant to any exemptive order issued by the Commission and other applicable
law, have such variations as to dividends, redemption charges, conversion,
voting rights, net asset value, expenses borne by the class, and other matters
as the Trustees shall have determined. The Trustees may from time to time,
without Shareholder approval, divide or combine the Shares of a series into a
greater or lesser number without thereby changing their proportionate beneficial
interests in assets allocated to such series.

OWNERSHIP OF SHARES

SECTION 2. The ownership of Shares shall be recorded on the books of the Trust
or its transfer or similar agent. No certificates certifying the ownership of
Shares shall be issued except as the Trustees may otherwise determine from time
to time. The Trustees may make such rules as they consider appropriate for the
issuance of Share certificates, the transfer of Shares and similar matters. The
record books of the Trust as kept by the Trust or any transfer of similar agent
of the Trust, as the case may be, shall be conclusive as to who are the
Shareholders of each series or class and as to the number of Shares of each
series or class held from time to time by each Shareholder.

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INVESTMENTS IN THE TRUST; ASSETS OF THE SERIES

SECTION 3. The Trustees may accept investments in the Trust from such persons
and on such terms and, subject to any requirements of law, for such
consideration, which may consist of cash or tangible or intangible property or a
combination thereof, as they may from time to time authorize.

All consideration received by the Trust for the issue or sale of Shares of each
series, together with all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to the series of Shares
with respect to which the same were received by the Trust for all purposes,
subject only to the rights of creditors, and shall be so recorded upon the books
of account of the Trust and are herein referred to as "assets of" such series.
In addition, any assets, income, earnings, profits, and proceeds thereof, funds,
or payments which are not readily identifiable as belonging to any particular
series shall be allocated by the Trustees between and among one or more of the
series in such manner as they, in their sole discretion, deem fair and
equitable. Each such allocation to any series shall be conclusive and binding
upon the Shareholders of all series for all purposes, and shall be referred to
as assets belonging to that series. No holder of Shares of any particular series
shall have any claim on or right to any assets allocated or belonging to any
other series.

ESTABLISHMENT OF CLASS OR SERIES

SECTION 4. The establishment and designation of any class or series of Shares
shall be effective upon the adoption of a resolution by a majority of the
Trustees (or of a committee thereof) setting forth such establishment and
designation and the relative rights and preferences of the Shares of such class
or series. Such establishment and designation shall not constitute an amendment
to this Declaration of Trust, although the Trustee may, at their option, set
forth such establishment and designation in a written instrument signed by them
or by an officer of the Trust. The Trustees (or a committee thereof) may by
majority vote amend such establishment and designation. At any time, if no
Shares are outstanding of a particular class or series previously so established
and designated, the Trustees (or a committee thereof) may be majority vote
abolish such class or series and said establishment and designation thereof.

NO PREEMPTIVE RIGHTS

SECTION 5. Shareholders shall have no preemptive or other right to receive,
purchase or subscribe for any additional Shares or other securities issued by
the Trust, except as otherwise provided herein or as the Trustees in their sole
discretion shall have determined by resolution.

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STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY

SECTION 6. Shares shall be deemed to be personal property giving only the rights
provided in this instrument. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed to the terms of
this Declaration of Trust and to have become a party hereto. The death of a
Shareholder during the continuance of the Trust shall not operate to terminate
the same nor entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere against the Trust or the
Trustees, but only to the rights of said decedent under this Trust. Ownership of
Shares shall not entitle the Shareholder to any title in or to the whole or any
part of the Trust property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind personally any
Shareholder nor, except as specifically provided herein, to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever other
than such as the Shareholder may at any time personally agree to pay.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

SECTION 7. Any Trustee, officer or other agent of the Trust may acquire, own and
dispose of Shares of the Trust to the same extent as if he or she were not a
Trustee, officer or agent; and the Trustees may issue and sell or cause to be
issued and sold Shares to and buy such Shares from any such person of any firm
or company in which he is interested, subject only to the general limitations
herein contained as to the sale and purchase of such Shares; and all subject to
any restrictions which may be contained in the By-Laws.

ARTICLE IV
THE TRUSTEES

QUALIFICATION; NUMBER OF TRUSTEES; ELECTION

SECTION 1. Each Trustee shall be a natural person and may, but need not, be a
Shareholder. A Trustee may be elected either by the Trustees or the Shareholders
subject to the limitations of the 1940 Act. Each Trustee shall hold office
during the lifetime of this Trust until the election and qualification of his or
her successor, or until he or she sooner dies, resigns or is removed. The
initial Trustee shall be Robert A. Nesher. The number of Trustees shall be fixed
from time to time by a vote of a majority of the Trustees then in office, except
that, commencing with the first Shareholders' meeting at which Trustees are
elected, there shall be not fewer than three nor more than fifteen Trustees. The
number of Trustees so fixed may be increased either by the Shareholders or by
the Trustees by a vote of a majority of the Trustees then in office. The number
of Trustees may be decreased either by the Shareholders or by the Trustees by
vote of a majority of the Trustees then in office, but only to eliminate
vacancies existing by reason of the death, resignation or removal of one or more
Trustees.

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In case of the declination, death, resignation, retirement, removal, incapacity,
or inability of any of the Trustees, or in case a vacancy shall exist by reason
of an increase in number, or for any other reason, the remaining Trustees shall
fill such vacancy by appointing such other person as they in their discretion
shall see fit consistent with the 1940 Act. Until any such vacancy is filled as
provided in this Section 1, the Trustees then in office shall, regardless of
their number, have all powers granted to and discharge all duties imposed on the
Trustees hereby. Such appointment shall be evidenced by a written instrument
signed by a majority of the Trustees in office, even though less than a quorum,
or by recording in the records of the Trust, and shall take effect upon such
signing or recording and the acceptance of such appointment by the Trustees so
appointed. An appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later date,
provided that said appointment shall become effective only at or after the
effective date or said retirement, resignation or increase in number of
Trustees.

REMOVAL AND RESIGNATION

SECTION 2. By vote of the Shareholders holding a majority of the shares entitled
to vote, the Shareholders may remove a Trustee with or without cause. By vote of
a majority of the Trustees then in office, the Trustees may remove a Trustee
with or without cause. Any Trustee may resign at any time by written instrument
signed by him or her and delivered to any officer of the Trust, to each other
Trustee or to a meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no Trustee
resigning and no Trustee removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to damages
on account of such removal.

EFFECT OF DEATH, RESIGNATION, ETC., OF A TRUSTEE

SECTION 3. The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.

POWERS

SECTION 4. Subject to the provisions of this Declaration of Trust, the Trustees
shall manage the business of the Trust as an investment company, and they shall
have all powers necessary or convenient to carry out that responsibility.
Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent
with this Declaration of Trust providing for the conduct of the business of the
Trust and may amend and repeal them to the extent that such By-Laws do not
reserve that right to the Shareholders; they may fill vacancies in their number,
including vacancies resulting from increases in their number, and may elect and
remove such officers and appoint and terminate such agents as they consider
appropriate; they may appoint from their own number, and terminate, any one or
more committees consisting of two or more Trustees,

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including an executive committee which may, when the Trustees are not in
session, exercise some or all of the powers and authority of the Trustees as the
Trustees may determine; they may appoint an advisory board, the members of which
shall not be Trustees and need not be Shareholders; they may employ one or more
investment advisers or administrators as provided in Section 9 of this Article
IV; they may employ one or more custodians of the assets of the trust and may
authorize such custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of securities,
retain a transfer agent or a Shareholder servicing agent, or both, provide for
the distribution of Shares by the Trust, through one or more principal
underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian or underwriter; and they may elect to remove such officers and
appoint and terminate such agents as they consider appropriate.

Without limiting the foregoing, the Trustees shall have power and authority:

(a) To invest and reinvest cash, and to hold cash uninvested;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write options
on a lease any or all of the assets of the Trust;

(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property, and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustees shall deem proper;

(d) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;

(e) To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or in the name of a custodian,
subcustodian or other depositary or a nominee or nominees or
otherwise;

(f) To establish separate and distinct series of shares with separately
defined investment objectives, policies and purposes, and with
separately defined relative powers, rights, privileges and
liabilities, and to allocate assets, liabilities and expenses of the
Trust to a particular series of Shares or to apportion the same among
two or more series, provided that any liability or expense determined
by the Trustees to have been incurred by a particular series of Shares
shall be payable solely out of the assets of that series and to
establish separate classes of shares of each series, all in accordance
with Article III hereof;

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(g) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security or
property of which is or was held in the Trust; to consent to any
contract, lease, mortgage, purchase or sale of property by such
corporation or issuer, and to pay calls or subscriptions with respect
to any security held in the Trust;

(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such
committee, depositary or trustee, and to delegate to them such power
and authority with relation to any security (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to
agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees
shall deem proper;

(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not
limited to claims for taxes;

(j) To enter into joint ventures, general or limited partnerships and any
other combinations or associations;

(k) To borrow funds;

(l) To endorse or guarantee the payment of any notes or other obligations
of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and
pledge the Trust property or any part thereof to secure any or all of
such obligations;

(m) To purchase and pay for entirely out of Trust property such insurance
as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring
the assets of the Trust and payment of distributions and principal on
its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, investing
advisers or administrators, principal underwriters, or independent
contractors of the Trust individually against all claims and
liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action
alleged to have been taken or omitted by any such person or
Shareholder, Trustee, officer, employee, agent, investment adviser or
administrator, principal underwriter, or independent contractor,
including any action taken or omitted that may determine to constitute
negligence, whether or not the Trust would have the power to indemnify
such person against such liability;

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(n) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity contracts as a
means of providing such retirement and other benefits, for any or all
of the Trustees, officers, employees and agents of the Trust;

(o) To establish, from time to time, a minimum total investment for
Shareholders, and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving
notice to such Shareholder;

(p) To enter into contracts of any kind and description;

(q) To name, or to change the name or designation of the Trust or any
series or class of the Trust;

(r) To take whatever action may be necessary to enable the Trust to comply
with any applicable Federal, state or local statute, rule or
regulation; and

(s) To engage in any other lawful act or activity in which corporations
organized under the Massachusetts Business Corporation Law may engage.

The Trustees shall not in any way be bound or limited by any present or future
law or custom in regard to investments by Trustees.

MANNER OF ACTING

SECTION 5. Except as otherwise provided herein or from time to time in the
By-Laws, any action to be taken by the Trustees, or a committee thereof, may be
taken by a majority of the Trustees present at a meeting of Trustees, or of the
committee members present at a meeting of such committee (if in either case a
quorum be present), within or without Massachusetts, including any meeting held
by means of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can communicate with each other
simultaneously and participation by such means shall constitute presence in
person at a meeting, or by written consent of a majority of the Trustees, or
members of such committee, then in office. At any meeting of the Trustees, or a
committee thereof, a majority of the Trustees or members of such committee, as
the case may be, shall constitute a quorum. If a quorum is present when a duly
called or held meeting is convened, the Trustees present thereat may, following
the withdrawal of one or more Trustees originally present, continue to transact
business until adjournment thereof, even though such Trustees would not
otherwise constitute a quorum. Meetings of the Trustees, or a committee thereof,
may be called orally or in writing by the Chairman of the Trustees or of such
committee or by any two other Trustees or committee members, as the case may be.
Notice of the time, date and place of all meeting of the Trustees,

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or a committee thereof, shall be given to each Trustee or committee member as
provided in the By-Laws.

Notice of any meeting need not be given to any Trustee (or committee member) who
attends that meeting without objecting to the lack of notice or who executes a
written waiver or notice with respect to the meeting. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may delegate to any
one of their number the authority to approve particular matters or take
particular actions on behalf of the Trust.

PAYMENT OF EXPENSES BY THE TRUST

SECTION 6. The Trustees are authorized to pay or to cause to be paid out of the
principal or income of the Trust, or partly out of principal and partly out of
income, as they deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, or in connection with the
management thereof, including, but not limited to, the Trustees' compensation,
as authorized pursuant to Article VII, Section 1 hereof, and reimbursement for
expenses and disbursements and such expenses and charges for the services of the
Trust's officers, employees, investment adviser or administrator, principal
underwriter, auditor, counsel, custodian, transfer agent, Shareholder servicing
agent, and such other agents or independent contractors and such other expenses
and charges as the Trustees may deem necessary or proper to incur, PROVIDED,
however, that all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with a particular series of Shares or class as determined
by the Trustees consistent with applicable law, shall be payable solely out of
the assets of that series or class. Any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as belonging
to any particular series shall be allocated and charged by the Trustees between
or among any one or more of the series in such manner as the Trustees in their
sole discretion deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all series for all purposes. Any
creditor of any series may look only to the assets of that series to satisfy
such creditor's debt.

SECTION 7. The Trustees shall have the power, as frequently as they may
determine, to cause each Shareholder to pay directly, in advance of arrears, for
any and all expenses of the Trust, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared
but unpaid dividends owed such Shareholder and/or by reducing the number of
Shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.

OWNERSHIP OF ASSETS OF THE TRUST

SECTION 8. Title to all of the assets of each series of Shares and the Trust
shall at all times be considered as vested in the Trustees as joint tenants. The
right, title and interest of the Trustees in such assets shall vest
automatically in each person who may hereafter become a Trustee, and upon any
Trustees' death, resignation or removal, such Trustee shall automatically cease
to have

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any right, title or interest in such assets. Vesting and cessation of title as
set forth in this Section 8 shall be effective notwithstanding the absence of
execution and delivery of any conveyancing documents.

ADVISORY, ADMINISTRATION AND DISTRIBUTION

SECTION 9. The Trustees may, at any time and from time to time, contract with
respect to the Trust or any series thereof for exclusive or nonexclusive
advisory and/or administration services with SEI Investments Financial
Management, a Delaware corporation, and/or any other corporation, trust,
association or other organization, every such contract to comply with such
requirements and restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms interpretive of or in addition to said
requirements and restrictions as the Trustees may determine, including, without
limitation, in the case of a contract for advisory or sub-advisory services,
authority to determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets of the Trust or
any series thereof shall be held uninvested and to make changes in the
investments of the Trust or any series thereof. Any contract for advisory
services shall be subject to such Shareholder approval as is required by the
1940 Act. The Trustees may also, at any time and from time to time, contract
with SEI Investments Distribution Co., a Pennsylvania corporation, and/or any
other corporation, trust, association or other organization, appointing it
exclusive or nonexclusive distributor or principal underwriter for the Shares,
every such contract to comply with such requirements and restrictions as may be
set forth in the By-Laws, and any such contract may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Trustees may determine.

The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee,
administrator, adviser, principal underwriter, or distributor or agent
of or for any corporation, trust, association, or other organization,
or of or for any parent or affiliate of any organization, with which
an advisory or administration or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made, or that any
such organization or any parent or affiliate thereof, is a Shareholder
or has an interest in the Trust, or that

(ii) any corporation, trust, association or other organization with which
an advisory or administration or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made also has an
advisory or administration contract, or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or other
agency contract with one or more other corporations, trusts,
associations, or other organizations, or has other businesses or
interests

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shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.

ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS

The Shareholders shall have the power to vote only (i) for the election or
removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with
respect to any investment adviser as provided in Article IV, Section 9 hereof,
(iii) with respect to any termination of the Trust or any series or class to the
extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any
amendment of this Declaration of Trust to the extent and as provided in Article
IX, Section 9 hereof, (v) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders, (vi) with
respect to any merger, consolidation, sale of assets, or incorporation of the
Trust or any series to the extent and as provided in Article IX, Sections 6 and
7 hereof, and (vii) with respect to such additional matters relating to the
Trust as may be required by law, by this Declaration of Trust, by the By-Laws or
by an registration of the Trust with the Securities and Exchange Commission or
any state, or as the Trustees may consider necessary or desirable.
Notwithstanding any other provisions of this Declaration of Trust, on any matter
submitted to a vote of Shareholders, all Shares of the Trust then entitled to
vote shall be voted by individual series or class, except that (1) when so
required by the 1940 Act, then Shares shall be voted in the aggregate and not by
individual series or class, and (2) when the Trustees have determined that the
matter affects only the interests of one or more series or class, then only
Shareholders of such series or class(es) shall be entitled to vote thereon. The
Shareholders may hold meetings and take action as provided in the By-Laws,
subject to the requirements of the 1940 Act where applicable. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the By-Laws to be taken by
Shareholders.

ARTICLE VI
DISTRIBUTIONS, REDEMPTIONS, REPURCHASES AND DETERMINATION OF NET ASSET VALUE

DISTRIBUTIONS

SECTION 1. The Trustees may, but need not, distribute from time to time to the
Shareholders of each series such income and gains, accrued or realized, as the
Trustees may determine, after providing for actual and accrued expenses and
liabilities (including such reserves as the Trustees may establish) determined
in accordance with good accounting practices. The Trustees shall have full
discretion to determine which items shall be treated as income and which items
as capital and their determination shall be binding upon the Shareholders.
Distributions of each year's income of each series, if any be made, may be made
in one or more payments, which shall be in Shares, in cash or otherwise and on a
date or dates determined by the Trustees. At any time

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and from time to time in their discretion, the Trustees may distribute to the
Shareholders of any one or more series as of a record date or dates determined
by the Trustees, In Shares, in cash or otherwise, all or part of any gains
realized on the sale or disposition of property of the series or otherwise, or
all or part of any other principal of the Trust attributable to the series. Each
distribution pursuant to this Section 1 shall be made ratably according to the
number of Shares of the series or class held by the several Shareholders on the
applicable record date thereof, provided that no distributions need be made on
Shares purchased pursuant to orders received, or for which payment is made,
after such time or times as the Trustees may determine. Any such distribution
paid in Shares will be paid at the net asset value thereof as determined in
accordance with this Declaration of Trust.

REDEMPTIONS AND REPURCHASES

SECTION 2. Any holder of Shares of the Trust may, by presentation of a written
request, together with his or her certificates, if any, for such Shares, in
proper form for transfer, at the office of the Trust, the adviser, the
underwriter or the distributors, or at a principal office of a transfer or
Shareholder services agent appointed by the Trust (as the Trustees may
determine), or in accordance with such other procedures for redemption as the
Trustees may from time to time authorize, redeem his or her Shares in accordance
with the provisions of this Section 2 for the net asset value thereof determined
and computed in accordance with the By-Laws, less any redemption charge the
Trustees may establish including any contingent deferred sales charge to which
redemption of such Shares may be subject. Upon receipt of such written request
for redemption of Shares by the Trust, the adviser, the underwriter or the
distributor, or the Trust's transfer or Shareholder services agent, the Trust
shall purchase such Shares and shall pay therefor the net asset value thereof
next determined after such receipt or, in the case of Shares for which
certificates have been issued, the net asset value thereof next determined after
such Shares are tendered in proper form for transfer to the Trust, or, in either
case, the net asset value thereof determined as of such other time fixed by the
Trustees, as may be permitted or required by the 1940 Act.

The obligation of the Trust to redeem its Shares as set forth in this Section 2
shall be subject to the condition that, during any time of emergency, as
hereinafter defined, such obligation may be suspended by the Trust by or under
authority of the Trustees for such period or periods during such time of
emergency as shall be determined by or under authority of the Trustees. If there
is such a suspension, any Shareholder may withdraw any demand for redemption and
any tender of Shares which has been received by the Trust during
any such period and any tender of Shares the applicable net asset value of which
would but for such suspension be calculated as of a time during such period.
Upon such withdrawal, the Trust shall return to the Shareholder the certificates
therefor, if any. Shareholders who do not so withdraw any such demand shall
receive payment based on the net asset value next determined after the
termination of such suspension. For the purposes of any such suspension "time of
emergency" shall mean, either with respect to all Shares or any series of
Shares, as appropriate, any period during which:

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(a) the New York Stock Exchange is closed other than for customary weekend
and holiday closing; or

(b) the Trustees or authorized officers of the Trust shall have
determined, in compliance with any applicable rules and regulations or
orders of the Commission, either that trading on the New York Stock
Exchange is restricted, or that an emergency exists as a result of
which (i) disposal by the Trust of securities owned by it is not
reasonably practicable or (ii) it is not reasonably practicable for
the Trust fairly to determine the current value of the net assets of
the Trust or of a series; or

The Trust may also purchase, repurchase or redeem Shares in accordance with such
other methods, upon such other terms and subject to such other conditions as the
Trustees may from time to time authorize at a price not to exceed the net asset
value of such Shares in effect when the purchase or repurchase or any contract
to purchase or repurchase is made.

PAYMENT IN KIND

SECTION 3. Subject to any generally applicable limitation imposed by the
Trustees, any payment on redemption, purchase or repurchase by the Trust of
Shares may, if authorized by the Trustees, made wholly or partly in kind,
instead of in cash. Such payment in kind shall be made by distributing
securities or other property, constituting, in the opinion of the Trustees, a
fair representation of the various types of securities and other property then
held by the series of Shares being redeemed, purchased or repurchased (but not
necessarily involving a portion of each of that series' holdings) and taken at
their value used in determining the net asset value of the Shares in respect of
which is made.

ADDITIONAL PROVISIONS RELATING TO REDEMPTIONS AND REPURCHASES

SECTION 4. The completion of redemption, purchase or repurchase of Shares shall
constitute a full discharge of the Trust and the Trustees with respect to such
Shares and the Trustees may require that any certificate or certificates issued
by the Trust to evidence the ownership of such Shares shall be surrendered to
the Trustees for cancellation or notation.

ASSETS AVAILABLE FOR DIVIDENDS, DISTRIBUTION, REDEMPTIONS AND REPURCHASES

SECTION 5. No dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any series) with respect
to, nor any redemption or repurchase of, the Shares of any series shall be
effected by the Trust other than from the assets of such series.

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REDEMPTIONS AT THE OPTION OF THE TRUST

SECTION 6. The Trustees shall have the power at any time to redeem Shares, of
any class of any series, of a Shareholder at a redemption price determined in
accordance with the provisions of Section 2 of this Article if at such time the
aggregate net asset value of the Shares of that class of that series in such
Shareholder's account is less than the minimum investment amount established by
the Trustees for that class of that series. A Shareholder shall be notified
prior to any such redemption and shall be allowed 60 days to make additional
investments in Shares of that class of that series before such redemption is
effected.

ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

COMPENSATION

SECTION 1. The Trustees as such shall be entitled to reasonable compensation
from the Trust; they may fix the amount of their compensation. Nothing herein
shall in any way prevent the employment of any Trustee for advisory,
administration, legal, accounting, investment banking or other services and
payment for the same by the Trust.

LIMITATION OF LIABILITY

SECTION 2. The Trustees shall not be responsible or liable in any event for any
neglect or wrongdoing of any officer, agent, employee, investment adviser or
administrator, principal underwriter or custodian, nor shall any Trustee be
responsible for the act or omission of any other Trustee, but nothing herein
contained shall protect any Trustee against any liability to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

Every note, bond, contract, instrument, certificate, Share or undertaking and
every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his or her capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.

ARTICLE VIII
INDEMNIFICATION

Subject to the exceptions and limitations contained in this Article, every
person who is, or has been, a Trustee or officer of the Trust shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or

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otherwise by virtue of his being or having been a Trustee or officer and against
amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Trustee or officer:

(a) against any liability to the Trust or its Shareholders by reason of a
final adjudication by the court or other body before which the
proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office;

(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief
that his action was in the best interests of the Trust;

(c) in the event of a settlement or other disposition not involving a
final adjudication (as provided in paragraph (a) or (b)) and resulting
in a payment by a Trustee or officer, unless there has been either a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office by the court or other
body approving the settlement or other disposition or a reasonable
determination, based on a review of readily available facts (as
opposed to a full trial-type inquiry) that he did not engage in such
conduct:

(i) by a vote of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter); or

(ii) by written opinion of independent legal counsel.

The rights of indemnification hereafter provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Trustees and officers may be entitled by
contract or otherwise under law.

Expenses of preparation and presentation of a defense to any claim, action, suit
or proceeding of the character described in the next to the last paragraph of
this Article shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Article, provided that either:

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(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses
arising out of any such advances; or

(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in
office act on the matter) or independent legal counsel in a
written opinion shall determine, based upon a review of the
readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

As used in this Article, the words "claim," "action," "suit" or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened; and the words "liability" and
"expenses" shall include without limitation, attorney's fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.

In case any Shareholder or former Shareholder shall be held to be personally
liable solely by reason of his or her being or having been a shareholder and not
because of his or her acts or omissions or for some other reason, the
shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled to be
held harmless from and indemnified against all loss and expenses arising from
such liability, but only out of the assets of the particular series of Shares of
which he or she is or was a Shareholder.

ARTICLE IX
MISCELLANEOUS

TRUSTEES, SHAREHOLDERS, ETC., NOT PERSONALLY LIABLE; NOTICE

SECTION 1. All persons extending credit to, contracting with or having any claim
against the Trust or a particular series or class of Shares shall look only to
the assets of the Trust or the assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, shall be personally liable therefor.
Nothing in this Declaration of Trust shall protect any Trustee against any
liability to which such Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee.

Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of the Commonwealth of
Massachusetts and shall recite that the same was executed or made by or on
behalf of the Trust or by them as Trustees or Trustee or as officers or officer
and not individually and that the obligations of such instrument are not binding
upon any of them or

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the Shareholders individually but are binding only upon the assets and property
of the Trust, and may contain such further recital as he or she or they may deem
appropriate, but the omission thereof shall not operate to bind any Trustees or
Trustee or officers or officer or Shareholders or Shareholder individually.

TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE; NO BOND OR SURETY

SECTION 2. The exercise by the Trustees of their powers and discretion hereunder
shall be binding upon everyone interested. A Trustee shall be liable for his or
her own willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes of fact or law.
The Trustees may take advice of counsel or other experts with respect to the
meaning and operation of this Declaration of Trust, and shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. The Trustees shall not be required to give any bond as
such, nor any surety if a bond is required.

LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES

SECTION 3. No person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.

DURATION AND TERMINATION OF TRUST

SECTION 4. Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be terminated at any time by vote of
Shareholders holding at least a majority of the Shares entitled to vote or by
the Trustees by written notice to the Shareholders. Any series of Shares may be
terminated at any time by vote of Shareholders holding at least a majority of
the Shares of such series entitled to vote or by the Trustees by written notice
to the Shareholders of such series. Upon termination of the Trust or of any one
or more series of Shares, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated, of the
Trust or of the particular series as may be determined by the Trustees, the
Trust shall, in accordance with such procedures as the Trustees consider
appropriate, reduce the remaining assets to distributable form in cash or Shares
or other securities, or any combination thereof, and distribute the proceeds to
the Shareholders of the series involved, ratably according to the number of
Shares of such series held by the several Shareholders of such series on the
date of termination.

SECTION 5. The original or a copy of this instrument and of each amendment
hereto shall be kept at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each amendment hereto shall be
filed by the Trust with the Secretary of the Commonwealth of Massachusetts and
with the Boston City Clerk, as well as any other governmental office where such
filing may from time to time be required. Anyone dealing with

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<PAGE>

the Trust may rely on a certificate by an officer of the Trust as to whether or
not any such amendments have been made and as to any matters in connection with
the Trust hereunder; and, with the same effect as if it were the original, may
rely on a copy certified by an officer of the Trust to be a copy of this
instrument or of any such amendments. In this instrument and in such amendment,
references to this instrument, and the expression "herein," "hereof," and
"hereunder" shall be deemed to refer to this instrument as amended from time to
time. Headings are placed herein for convenience of reference only and shall not
be taken as part hereof or control or affect the meaning, construction or effect
of this instrument. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.

MERGER, CONSOLIDATION AND SALE OF ASSETS

SECTION 6. The Trust may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of the assets of the Trust (or all or substantially all of the
assets allocated or belonging to a particular series of the Trust) including its
good will, upon such terms and conditions and for such consideration when and as
authorized, at any meeting of Shareholders called for such purpose, by the vote
or written consent of the Shareholders of all series of the Trust voting as a
single class, or of the affected series of the Trust, as the case may be, and
any such merger, consolidation, sale, lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts. Nothing contained herein shall be construed as
requiring approval of Shareholders for any sale of assets in the ordinary course
of the business of the Trust. Holders of Shares of any series or class shall
have no appraisal rights with respect to their Shares.

INCORPORATION, REORGANIZATION

SECTION 7. With the approval of the Shareholders, the Trustees may cause to be
organized or assist in organizing a corporation or corporations under the laws
of any jurisdiction, or any other trust, unit investment trust, partnership,
association or other organization to take over the assets of the Trust or to
carry on any business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer such assets to any such corporation,
trust, partnership, association or organization in exchange for the shares or
securities thereof or otherwise, and to lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such corporation, trust,
partnership, association in which the Trust holds or is about to acquire shares
or any other interest. Subject to Section 6 of this Article IX, the Trustees may
also cause a merger or consolidation between the Trust or any successor thereto
and any such corporation, trust, partnership, association or other organization
if and to the extent permitted by law. Nothing contained in this Section shall
be construed as requiring approval of Shareholders for the Trustees to organize
or assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the assets of the Trust to such organization or entities.

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With the approval of Shareholders of any series, the Trustees may sell, lease or
exchange all of the assets allocated or belonging to that series, or cause to be
organized or assist in organizing a corporation or corporations under the laws
of any other jurisdiction, or any other trust, unit investment trust,
partnership, association or other organization, to take over all of the assets
allocated or belonging to that series and to sell, convey or transfer such
assets to any such corporation, trust, unit investment trust, partnership,
association, or other organization in exchange for the shares or securities
thereof or otherwise.

APPLICABLE LAW

SECTION 8. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust. This
Declaration of Trust is to be governed by and construed and administered
according to the laws of said Commonwealth.

AMENDMENTS

SECTION 9. This Declaration of Trust may be amended at any time by an instrument
in writing signed by a majority of the then Trustees when authorized to do so by
a vote or written consent of Shareholders, except that an amendment which shall
affect the holders of one or more series or classes of Shares but not the
holders of all outstanding series or classes shall be authorized by vote or
written consent of the Shareholders of each series or classes affected and no
vote of Shareholders of a series or classes not affected shall be required.
Amendments having the purpose of changing the name of the Trust or of supplying
any omission, curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision contained herein shall not require
authorization by Shareholder vote.

IN WITNESS WHEREOF, the undersigned being the sole initial Trustee of the
Trust has executed this document on this 14th day of December, 1998.

/s/ Robert A. Nesher
-------------------------------
Robert A. Nesher
c/o SEI Investments Financial Management
One Freedom Valley Drive
Oaks, PA 19456

<PAGE>

Exhibit 99.b

BY-LAWS

SEI INSURANCE PRODUCTS TRUST

Section 1. Agreement and Declaration of
Trust and Principal Office

1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of SEI INSURANCE PRODUCTS TRUST, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").

1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be
located in Boston, Massachusetts.

SECTION 2. SHAREHOLDERS

2.1 MEETINGS. A meeting of the shareholders of the Trust or by any one or more
series of shares may be called at any time by the Trustees, by the president or,
if the Trustees and the president shall fail to call any meeting of shareholders
for a period of 30 days after written application of one or more shareholders
who at least 10% of all outstanding shares of the Trust, if shareholders of all
series are required under Declaration of Trust to vote the aggregate and not by
individual series at such meeting, or of any series, if shareholders of such
series are entitled under the Declaration of Trust to vote by individual series
at such meeting, then such shareholders may call such meeting. If the meeting is
a meeting of the shareholders of one or more series of shares, but not a meeting
of all shareholders of the Trust, then only the shareholders of such one or more
series shall be entitled to notice of and to vote at the meeting. Each call of a
meeting shall state the place, date, hour and purpose of the meeting.

2.2 SPECIAL MEETINGS. A special meeting of the shareholders may be called at any
time by the Trustees, by the president or, if the Trustees and the president
shall fail to call any meeting of shareholders for a period of 30 days after
written application of one or more shareholders who hold at least 25% of all
shares issued and outstanding and entitled to vote at the meeting, then such
shareholders may call such meeting. Each call of a meeting shall state the
place, date, hour and purposes of the meeting.

2.3 PLACE OF MEETINGS. All meetings of the shareholders shall be held at the
principal office of the Trust, or, to the extent permitted by the Declaration of
Trust, at such other place within the United States as shall be designated by
the Trustees or the president of the Trust.

<PAGE>

2.4 NOTICE OF MEETINGS. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such shareholder at
his address as it appears in the records of the Trust. Such notice shall be
given by the secretary or an assistant secretary or by an officer designated by
the Trustees. No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or after the meeting
by such shareholder or his attorney thereunto duly authorized, is filed with the
records of the meeting.

2.5 BALLOTS. No ballot shall be required for any election unless requested by a
shareholder present or represented at the meeting and entitled to vote in the
election.

2.6 PROXIES. Shareholders entitled to vote may vote either in person or by proxy
in writing dated not more than six months before the meeting named therein,
which proxies shall be filed with the secretary or other person responsible to
record the proceedings of the meeting before being voted. Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but shall not be valid after
the final adjournment of such meeting.

SECTION 3. TRUSTEES

3.1 COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their number an
executive committee and other committees. Except as the Trustees may otherwise
determine, any such committee may make rules for conduct of its business. The
Trustees may appoint an advisory board to consist of not less than two nor more
than five members. The members of the advisory board shall be compensated in
such manner as the Trustees may determine and shall confer with and advise the
Trustees regarding the investments and other affairs of the Trust. Each member
of the advisory board shall hold office until the first meeting of the Trustees
following the next annual meeting of the shareholders and until his successor is
elected and qualified, or until he sooner dies, resigns, is removed, or becomes
disqualified, or until the advisory board is sooner abolished by the Trustees.

3.2 REGULAR MEETINGS. Regular meetings of the Trustees may be held without call
or notice at such places and at such times as the Trustees may from time to time
determine, provided that notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular meeting of the
Trustees may be held without call or notice immediately after and at the same
place as the annual meeting of the shareholders.

3.3 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any time
and at any place designated in the call of the meetings, when called by the
Chairman of the Board, the president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the secretary
or an assistant secretary or by the officer or one of the Trustees calling the
meeting.

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3.4 NOTICE. It shall be sufficient notice to a Trustee to send notice by mail at
least forty-eight hours or by telegram at least twenty-four hours before the
meeting addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone at
least twenty-four hours before the meeting. Notice of a meeting need not be
given to any Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.

3.5 QUORUM. At any meeting of the Trustees one-third of the Trustees then in
office shall constitute a quorum; provided, however, a quorum shall not be less
than two. Any meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

SECTION 4. OFFICERS AND AGENTS

4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a president,
a treasurer, a secretary and such other officers, if any, as the Trustees from
time to time may in their discretion elect or appoint. The Trust may also have
such Agents, if any, as the Trustees from time to time may in their discretion
appoint. Any officer may be but none need be a Trustee or shareholder. Any two
or more offices may be held by the same person.

4.2 POWERS. Subject to the other provisions of these By-Laws, each officer shall
have, in addition to the duties and powers herein and in the Declaration of
Trust set forth, such duties and powers as are commonly incident to his or her
office as if the Trust were organized as a Massachusetts business corporation
and such other duties and powers as the Trustees may from time to time
designate.

4.3 ELECTION. The president, the treasurer and the secretary shall be elected
annually by the Trustees at their first meeting following the annual meeting of
the shareholders. Other officers, if any, may be elected or appointed by the
Trustees at said meeting or at any other time.

4.4 TENURE. The president, the treasurer and the secretary shall hold office
until the first meeting of Trustees following the next annual meeting of the
shareholders and until their respective successors are chosen and qualified, or
in each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each agent shall retain his or her authority at the pleasure of
the Trustees.

4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the chief executive
officer of the Trust. The president shall, subject to the control of the
Trustees, have general charge and supervision of the business of the Trust. Any
vice president shall have such duties and powers as shall be designated from
time to time by the Trustees.

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<PAGE>

4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is elected, he
shall have the duties and powers specified in these By-Laws and, except as the
Trustees shall otherwise determine, preside at all meetings of the shareholders
and of the Trustees at which he or she is present and have such other duties and
powers as may be determined by the Trustees.

4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief financial officer
of the Trust and subject to any arrangement made by the Trustees with a bank or
trust company or other organization as custodian or transfer or shareholder
services agent, shall be in charge of its valuable papers and shall have such
other duties and powers as may be designated from time to time by the Trustees
or by the president. If at any time there shall be no controller, the treasurer
shall also be the chief accounting officer of the Trust and shall have the
duties and powers prescribed herein for the controller. Any assistant treasurer
shall have such duties and powers as shall be designated from time to time by
the Trustees.

The controller, if any be elected, shall be the chief accounting officer of the
Trust and shall be in charge of its books of account and accounting records. The
controller shall be responsible for preparation of financial statements of the
Trust and shall have such other duties and powers as may be designated from time
to time by the Trustees or the president.

4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary from any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting shall record the proceedings thereof in the aforesaid books.

SECTION 5. RESIGNATION AND REMOVALS

Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by a vote
of a majority of the Trustees then in office. Except to the extent expressly
provided in a written agreement with the Trust, no Trustee, officer, or advisory
board member resigning, and no officer or advisory board member removed shall
have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.

SECTION 6. VACANCIES

A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the president, the treasurer
and the secretary, until his or her successor is

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<PAGE>

chosen and qualified, or in each case until he or she sooner dies, resigns, is
removed or becomes disqualified.

SECTION 7. SHARES

7.1 SHARE CERTIFICATES. No certificates certifying the ownership of shares shall
be issued except as the Trustees may otherwise authorize. In the event that the
Trustees authorize the issuance of share certificates, subject to the provisions
of Section 7.3, each shareholder shall be entitled to a certificate stating the
number of shares owned by him or her, in such form as shall be prescribed from
time to time by the Trustees. Such certificate shall be signed by the president
or a vice president and by the treasurer or an assistant treasurer. Such
signatures may be facsimiles if the certificate is signed by a transfer or
shareholder services agent or by a registrar, other than a Trustee, officer or
employee of the Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Trust with
the same effect as if he or she were such officer at the time of its issue.

In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.

7.2 LOSS OF CERTIFICATES. In the case of the alleged loss or destruction or the
mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.

7.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time
discontinue the issuance of share certificates and may, by written notice to
each shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
shares in the Trust.

SECTION 8. RECORD DATE

The Trustees may fix in advance a time, which shall not be more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date.

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<PAGE>

SECTION 9. SEAL

The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts", together with the name of
the Trust and the year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.

SECTION 10. EXECUTION OF PAPERS

Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the president or by one of the vice
presidents or by the treasurer or by whomsoever else shall be designated for
that purpose by the vote of the Trustees and need not bear the seal of the
Trust.

SECTION 11. FISCAL YEAR

The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.

SECTION 12. PROVISIONS RELATING TO THE
CONDUCT OF THE TRUST'S BUSINESS

12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the Trust and no
officer, director or agent of any investment advisor shall deal for or on behalf
of the Trust with himself as principal or agent, or with any partnership,
association or corporation in which he has a material financial interest;
provided that the foregoing provisions shall not prevent (a) officers and
Trustees of the Trust from buying, holding or selling shares in the Trust, or
from being partners, officers or directors of or financially interested in any
investment advisor to the Trust or in any corporation, firm or association which
may at any time have a distributor's or principal underwriter's contract with
the Trust; (b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder and if such
transaction does not involve any commission or profit to any security dealer who
is, or one or more of whose partners, shareholders, officers or directors is, an
officer or Trustees of the Trust or an officer or director of the investment
advisor, manager or principal underwriter of the Trust; (c) employment of legal
counsel, registrar, transfer agent,

6
<PAGE>

shareholder services, dividend disbursing agent or custodian who is, or has a
partner, stockholder, officer or director who is, an officer or Trustee of the
Trust; (d) sharing statistical, research and management expenses, including
office hire and services, with any other company in which an officer or Trustee
of the Trust is an officer or director or financially interested.

12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the investment advisor, any
corporation, firm or association which may at any time have an exclusive
distributor's or principal underwriter's contract with the Trust (the
"distributor") and the officers and Trustees of the Trust and officers and
directors of every investment advisor and distributor, shall not take long or
short positions in the securities of the Trust, except that:

(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;

(b) shares of the Trust may be purchased at not less than net asset value
for investment by the investment advisor and by officers and directors of
the distributor, investment advisor, or the Trust and by any trust,
pension, profit-sharing or other benefit plan for such persons, no such
purchase to be in contravention of any applicable state or federal
requirement.

12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any officer,
Trustee or employee of the Trust or any investment advisor or distributor or
their respective officers, directors or partners or employees.

12.4 CUSTODIAN. All securities and cash owned by the Trust shall be maintained
in the custody of one or more banks or trust companies having (according to its
last published report) not less than two million dollars ($2,000,000) aggregate
capital, surplus and undivided profits (any such bank or trust company is
hereinafter referred to as the "custodian"); provided, however, the custodian
may deliver securities as collateral on borrowings effected by the Trust,
provided, that such delivery shall be conditioned upon receipt of the borrowed
funds by the custodian except where additional collateral is being pledged on an
outstanding loan and the custodian may deliver securities lent by the Trust
against receipt of initial collateral specified by the Trust. Subject to such
rules, regulations and orders, if any, as the Securities and Exchange Commission
may adopt, the Trust may, or may permit any custodian to, deposit all or any
part of the securities owned by the Trust in a system for the central handling
of securities operated by the Federal Reserve Banks, or established by a
national securities exchange or national securities association registered with
said Commission under the Securities Exchange Act of 1934, or such other person
as may be permitted by said Commission, pursuant to which system all securities
of any particular class or series of any issue deposited with the system are
treated as fungible and may be transferred or pledged by bookkeeping entry,
without physical delivery of such securities.

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<PAGE>

The Trust shall upon the resignation or inability to serve of its custodian or
upon change of the custodian:

(a) in the case of such resignation or inability to serve use its best
efforts to obtain a successor custodian;

(b) require that the case and securities owned by this corporation be
delivered directly to the successor custodian; and

(c) in the event that no successor custodian can be found, submit to the
shareholders, before permitting delivery of the case and securities owned
by this Trust otherwise than to a successor custodian, the question whether
or not this Trust shall be liquidated or shall function without a
custodian.

12.5 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The Trust shall
send to each shareholder of record at least annually a statement of the
condition of the Trust and of the results of its operation, containing all
information required by applicable laws or regulations.

Section 13. Amendments

These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such majority.

<PAGE>

Exhibit 99.p

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, hereby constitutes and
appoints Edward D. Loughlin, Kevin P. Robins and Mark Nagle, each of them
singly, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, to sign for him and in his name, place and
stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1993, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ Robert A. Nesher Date: 12-17-98
- -------------------- --------
Robert A. Nesher, Trustee

<PAGE>

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ William M. Doran Date: 12-17-98
- --------------------- --------
William M. Doran, Trustee

<PAGE>

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Edward D. Loughlin and Kevin P. Robins, each of
them singly, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all
Registration Statements and all amendments thereto relating to the offering
of the Trust's shares under the provisions of the Investment Company Act of
1940 and/or the Securities Act of 1993, each such Act as amended, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ Mark E. Nagle Date:
- ----------------- --------
Mark E. Nagle, Controller and
Chief Financial Officer

<PAGE>

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Edward D. Loughlin, Kevin P. Robins and Mark Nagle,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name,
place and stead, and in the capacity indicated below, to sign any and all
Registration Statements and all amendments thereto relating to the offering
of the Trust's shares under the provisions of the Investment Company Act of
1940 and/or the Securities Act of 1993, each such Act as amended, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ George F. Sullivan Date: Dec. 17, 1998
- ---------------------- -------------
George F. Sullivan, Trustee

<PAGE>

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Edward D. Loughlin, Kevin P. Robins and Mark Nagle,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name,
place and stead, and in the capacity indicated below, to sign any and all
Registration Statements and all amendments thereto relating to the offering
of the Trust's shares under the provisions of the Investment Company Act of
1940 and/or the Securities Act of 1993, each such Act as amended, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ James M. Storey Date: 12-16-98
- ------------------- --------
James M. Storey, Trustee

<PAGE>

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced fund (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Kevin P. Robins and Mark Nagle, each of them singly,
his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, to sign for him and in his name, place and
stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1993, each such Act as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ Edward D. Loughlin Date:
- ---------------------- --------
Edward D. Loughlin, President and
Chief Executive Officer