SEI INSURANCE PRODUCTS TRUST, N-1A/A, 1999-10-12

SEI INSURANCE PRODUCTS TRUST
N-1A/A, 1999-10-12

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999

FILE NO. 333-70013

FILE NO. 811-09183

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. 1
AND
REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 1

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

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SEI
INSURANCE
PRODUCTS
TRUST
PROSPECTUS

--------, 1999

EQUITY FUNDS
SEI VP LARGE CAP VALUE FUND
SEI VP LARGE CAP GROWTH FUND
SEI VP S&P 500 INDEX FUND
SEI VP SMALL CAP VALUE FUND
SEI VP SMALL CAP GROWTH FUND
SEI VP INTERNATIONAL EQUITY FUND
SEI VP EMERGING MARKETS EQUITY FUND

FIXED INCOME FUNDS
SEI VP CORE FIXED INCOME FUND
SEI VP BOND INDEX FUND
SEI VP HIGH YIELD BOND FUND
SEI VP INTERNATIONAL FIXED INCOME FUND
SEI VP EMERGING MARKETS DEBT FUND

MONEY MARKET FUND
SEI VP PRIME OBLIGATION FUND

INVESTMENT ADVISER
SEI INVESTMENTS MANAGEMENT CORPORATION

SUB-ADVISERS
ACADIAN ASSET MANAGEMENT, INC.
ALLIANCE CAPITAL MANAGEMENT L.P.
ARTISAN PARTNERS LIMITED PARTNERSHIP

BLACKROCK FINANCIAL MANAGEMENT, INC.

CAPITAL GUARDIAN TRUST COMPANY
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED

CREDIT SUISSE ASSET MANAGEMENT LLC/AMERICAS

CREDIT SUISSE ASSET MANAGEMENT, LIMITED
FIRSTAR INVESTMENT RESEARCH & MANAGEMENT LLC
LSV ASSET MANAGEMENT, L.P.
MELLON BOND ASSOCIATES, LLP
MELLON EQUITY ASSOCIATES, LLP
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT

OECHSLE INTERNATIONAL ADVISORS, LLC

PROVIDENT INVESTMENT COUNSEL, INC.
RS INVESTMENT MANAGEMENT, L.P.
SALOMON BROTHERS ASSET MANAGEMENT INC
SANFORD C. BERNSTEIN & CO., INC.
SAWGRASS ASSET MANAGEMENT, LLC
SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED
SG PACIFIC ASSET MANAGEMENT, INC.
SGY PACIFIC ASSET MANAGEMENT (SINGAPORE) LIMITED
SG YAMAICHI ASSET MANAGEMENT CO., LTD.
STRATEGIC FIXED INCOME, L.L.C.
TCW FUNDS MANAGEMENT INC.
WELLINGTON MANAGEMENT COMPANY, LLP
WESTERN ASSET MANAGEMENT COMPANY
WORLD ASSET MANAGEMENT, LLC

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED 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
ABOUT 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 RISK AND RETURN WHICH IS COMMON TO EACH FUND.
FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE:

SEI VP LARGE CAP VALUE FUND..........................................4

SEI VP LARGE CAP GROWTH FUND.........................................6

SEI VP S&P 500 INDEX FUND............................................8

SEI VP SMALL CAP VALUE FUND.........................................10

SEI VP SMALL CAP GROWTH FUND........................................12

SEI VP INTERNATIONAL EQUITY FUND....................................14

SEI VP EMERGING MARKETS EQUITY FUND.................................16

SEI VP CORE FIXED INCOME FUND.......................................18

SEI VP BOND INDEX FUND..............................................20

SEI VP HIGH YIELD BOND FUND.........................................22

SEI VP INTERNATIONAL FIXED INCOME FUND..............................24

SEI VP EMERGING MARKETS DEBT FUND...................................26

SEI VP PRIME OBLIGATION FUND........................................28

THE FUNDS' OTHER INVESTMENTS........................................30

THE ADVISER AND SUB-ADVISERS........................................30

PURCHASING AND SELLING FUND SHARES..................................37

DIVIDENDS AND DISTRIBUTIONS.........................................38

TAXES...............................................................38

HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSURANCE PRODUCTS
TRUST.......................................................Back Cover

- --------------------------------------------------------------------------------
THE FUNDS AND GLOBAL ASSET ALLOCATION

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, and the
Funds are designed in part to implement those strategies. The degree to which a
shareholder's portfolio is invested in the particular market segments and/or
asset classes represented by the Funds varies, as does the investment
risk/return potential represented by each Fund. Some Funds, especially the SEI
VP High Yield Bond, SEI VP Emerging Markets Equity and SEI VP 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 utilizing the Funds 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.
<PAGE>
PROSPECTUS 3

RISK/RETURN INFORMATION COMMON TO THE 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.

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 and invest those assets in a
way that they believe will help each Fund achieve its goal. 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-Advisers to the
Funds' Board. Still, investing in the Funds involves risks, and there is no
guarantee that a Fund will achieve its goal. SIMC and the Sub-Advisers (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 SEI VP Prime Obligation
Fund) is based on the market prices of the securities the Fund holds. These
prices change daily due to economic and other events that affect securities
markets generally, as well as those that affect particular companies 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 estimated level of volatility for each Fund is set forth in the Fund
Summaries that follow. 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.

THE INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS MAY BE SIMILAR TO THOSE OF
OTHER RETAIL MUTUAL FUNDS WHICH CAN BE PURCHASED OUTSIDE OF A VARIABLE INSURANCE
PRODUCT, AND THAT ARE MANAGED BY THE SAME INVESTMENT ADVISER OR MANAGER. THE
INVESTMENT RESULTS OF THE FUNDS, HOWEVER, MAY BE HIGHER OR LOWER THAN THE
RESULTS OF SUCH OTHER RETAIL MUTUAL FUNDS. THERE CAN BE NO ASSURANCE, AND NO
REPRESENTATION IS MADE, THAT THE INVESTMENT RESULTS OF ANY OF THE FUNDS WILL BE
COMPARABLE TO THE INVESTMENT RESULTS OF ANY OTHER RETAIL MUTUAL FUND, EVEN IF
THE OTHER RETAIL MUTUAL FUND HAS THE SAME INVESTMENT ADVISER OR MANAGER.

- --------------------------------------------------------------------------------
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' mission critical service
providers. The Funds have also sought and received assurances from these service
providers that they are devoting significant resources to prevent material
adverse consequences to the Funds. Whether these steps will be effective can
only be known for certain in the year 2000. While such assurances have been
received, year 2000 problems may ultimately negatively affect the companies and
governments whose securities the Funds purchase, which may have an impact on the
value of the Funds' shares. There is additional information on these risks in
the Funds' Statement of Additional Information.
<PAGE>
4 PROSPECTUS

SEI VP LARGE CAP VALUE FUND

FUND SUMMARY

<TABLE>
<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 SEI VP 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 with differing
investment philosophies 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?

In addition, the Fund is subject to the risk that its principal market segment,
large capitalization value stocks, may underperform other equity market segments
or the equity markets as a whole.
<PAGE>
PROSPECTUS 5

SEI VP LARGE CAP VALUE FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Large Cap Value Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.35%
Distribution (12b-1) Fees None
Other Expenses 0.60%*
---------
Total Annual Fund Operating Expenses 0.95%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

** THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE CURRENT FISCAL
YEAR ARE EXPECTED TO BE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE ADVISER
WILL VOLUNTARILY WAIVE A PORTION OF ITS FEE IN ORDER TO KEEP TOTAL OPERATING
EXPENSES AT A SPECIFIED LEVEL. THE ADVISER 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:

<TABLE>
<S> <C>
SEI VP LARGE CAP VALUE FUND 0.85%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Large Cap Value Fund $97 $303
</TABLE>

<PAGE>
6 PROSPECTUS

SEI VP LARGE CAP GROWTH FUND

FUND SUMMARY

<TABLE>
<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 SEI VP 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 with differing
investment philosophies 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?

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>
PROSPECTUS 7

SEI VP LARGE CAP GROWTH FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Large Cap Growth Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.40%
Distribution (12b-1) Fees None
Other Expenses 0.60%*
---------
Total Annual Fund Operating Expenses 1.00%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP LARGE CAP GROWTH FUND 0.85%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Large Cap Growth Fund $102 $318
</TABLE>

<PAGE>
8 PROSPECTUS

SEI VP S&P 500 INDEX FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Investment results that correspond to the Standard
& Poor's 500 Composite Index (S&P 500 Index)
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Medium to high
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser, the Fund
invests in the common stocks and other equity
securities included in the S&P 500 Index.
</TABLE>

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

INVESTMENT STRATEGY

The SEI VP S&P 500 Index Fund invests substantially all of its assets in
securities included in the S&P 500 Index, which is comprised of 500 selected
securities (mostly common stocks). The Fund's ability to replicate the
performance of the S&P 500 Index will depend to some extent on the size and
timing of cash flows into and out of the Fund, as well as on the level of the
Fund's expenses. The Fund is managed by the Sub-Adviser under the general
supervision of SIMC, but the Sub-Adviser makes no attempt to "manage" the Fund
in the traditional sense (I.E., by using economic, market or financial
analyses). Instead, the Sub-Adviser purchases a basket of securities that
includes most of the companies in the Index. However, the Fund's Sub-Adviser may
sell an investment if the merit of the investment has been substantially
impaired by extraordinary events or adverse financial conditions.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is also subject to the risk that the performance of the Fund may not
correlate to that of the S&P 500 Index. In addition, the Fund is subject to the
risk that its investment approach, which attempts to replicate the performance
of the S&P 500 Index, may perform differently from other mutual funds which
focus on particular equity market segments or invest in other asset classes.
<PAGE>
PROSPECTUS 9

SEI VP S&P 500 INDEX FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP S&P 500 Index Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.03%
Distribution (12b-1) Fees None
Other Expenses 0.51%*
---------
Total Annual Fund Operating Expenses 0.54%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

** THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT
FISCAL YEAR ARE EXPECTED TO BE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE
ADVISER WILL VOLUNTARILY WAIVE A PORTION OF ITS FEES IN ORDER TO KEEP TOTAL
OPERATING EXPENSES AT A SPECIFIED LEVEL. THE ADVISER MAY DISCONTINUE ALL OR PART
OF THESE WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL
OPERATING EXPENSES ARE AS FOLLOWS:

<TABLE>
<S> <C>
SEI VP S&P 500 INDEX FUND 0.40%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND SUB-ADVISER."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP S&P 500 Index Fund $55 $173
</TABLE>

<PAGE>
10 PROSPECTUS

SEI VP SMALL CAP VALUE FUND

FUND SUMMARY

<TABLE>
<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 SEI VP 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 with differing
investment philosophies 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. These securities are traded over the
counter or listed on an exchange.
<PAGE>
PROSPECTUS 11

SEI VP SMALL CAP VALUE FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Small Cap Value Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.65%
Distribution (12b-1) Fees None
Other Expenses 0.55%*
---------
Total Annual Fund Operating Expenses 1.20%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP SMALL CAP VALUE FUND 1.10%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Small Cap Value Fund $122 $381
</TABLE>

<PAGE>
12 PROSPECTUS

SEI VP SMALL CAP GROWTH FUND

FUND SUMMARY

<TABLE>
<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 SEI VP 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 with differing
investment philosophies 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. These securities may be traded
over-the-counter or listed on an exchange.
<PAGE>
PROSPECTUS 13

SEI VP SMALL CAP GROWTH FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Small Cap Growth Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP SMALL CAP GROWTH FUND 1.10%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Small Cap Growth Fund $122 $381
</TABLE>

<PAGE>
14 PROSPECTUS

SEI VP INTERNATIONAL EQUITY FUND

FUND SUMMARY

<TABLE>
<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 SEI VP International Equity Fund invests primarily in common stocks and
other equity securities of foreign companies. The Fund primarily invests in
companies located in developed countries, but may also invest in companies
located in emerging markets. The Fund uses a multi-manager approach, relying
upon a number of Sub-Advisers with differing investment philosophies to manage
portions of the Fund's portfolio under the general supervision of SIMC. 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 securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international economic and political events, as well as changes in
currency valuations relative to the U.S. dollar. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. 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.

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

The Fund invests a portion of its assets 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>
PROSPECTUS 15

SEI VP INTERNATIONAL EQUITY FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP International Equity Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.51%
Distribution (12b-1) Fees None
Other Expenses 0.90%*
---------
Total Annual Fund Operating Expenses 1.41%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP INTERNATIONAL EQUITY FUND 1.28%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP International Equity Fund $144 $446
</TABLE>

<PAGE>
16 PROSPECTUS

SEI VP EMERGING MARKETS EQUITY FUND

FUND SUMMARY

<TABLE>
<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 SEI VP Emerging Markets Equity Fund invests primarily in common stocks and
other equity securities of foreign companies located in emerging market
countries. The Fund uses a multi-manager approach, relying upon a number of Sub-
Advisers with differing investment philosophies to manage portions of the Fund's
portfolio under the general supervision of SIMC. 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 securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international economic and political events, as well as changes in
currency valuations relative to the U.S. dollar. These factors contribute to
price volatility, which is one principal risk of investing in the Fund. The Fund
is also subject to the risk that its market segment, emerging market 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>
PROSPECTUS 17

SEI VP EMERGING MARKETS EQUITY FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Emerging Markets Equity Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 1.05%
Distribution (12b-1) Fees None
Other Expenses 1.29%*
---------
Total Annual Fund Operating Expenses 2.34%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP EMERGING MARKETS EQUITY FUND 1.95%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Emerging Markets Equity Fund $237 $730
</TABLE>

<PAGE>
18 PROSPECTUS

SEI VP 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 SEI VP 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 with differing investment philosophies 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 4.5 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?

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, that must be reinvested at lower interest rates.
Prepayment risk may make it difficult to calculate the average maturity of the
Fund's mortgage-backed securities and, therefore, to assess the volatility risk
of the Fund.

The privately issued mortgage-backed securities that the Fund invests in are not
issued or guaranteed by the U.S. Government or its agencies or instrumentalities
and may bear a greater risk of nonpayment than securities that are backed by the
U.S. Treasury. However, the timely payment of principal and interest normally is
supported, at least partially, by various credit enhancements by banks and other
financial institutions. There can be no assurance, however, that such credit
enhancements will support full payment of the principal and interest on such
obligations. In addition, changes in the credit quality of the entity which
provides credit enhancement could cause losses to the Fund and affect its share
price.

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>
PROSPECTUS 19

SEI VP CORE FIXED INCOME FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Core Fixed Income Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.28%
Distribution (12b-1) Fees None
Other Expenses 0.42%*
---------
Total Annual Fund Operating Expenses 0.70%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP CORE FIXED INCOME FUND 0.60%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Core Fixed Income Fund $72 $224
</TABLE>

<PAGE>
20 PROSPECTUS

SEI VP BOND INDEX FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Investment results that correspond to the
performance of the Lehman Aggregate Bond Index
(Lehman Index)
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Medium
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser, the Fund
invests in investment grade fixed income
securities included in the Lehman Index.
</TABLE>

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

INVESTMENT STRATEGY

The SEI VP Bond Index Fund invests substantially all of its assets in investment
grade (I.E., BBB/Baa or better at the time or purchase) corporate and government
fixed income securities, including mortgage-backed securities, of U.S. and
foreign issuers included in the Lehman Index. The Fund's ability to duplicate
the performance of the Lehman Index will depend to some extent on the size and
timing of cash flows into and out of the Fund, as well as on the level of the
Fund's expenses. The Sub-Adviser makes no attempt to "manage" the Fund in the
traditional sense (I.E., by using economic, market or financial analyses).
Instead, the Sub-Adviser will hold a representative sample of the securities in
the Lehman Index, selecting a limited number of issues to represent entire
"classes" of securities and dividing those classes into sectors based on issuer,
quality and maturity. The Sub-Adviser will purchase various types of securities
in an attempt to approximate the class and sector weightings of the Lehman
Index. The Fund's Sub-Adviser may sell a security that has been downgraded or
whose value has otherwise been impaired. The Fund in the aggregate generally
will have a dollar-weighted average duration that is consistent with that of the
Lehman Index (currently 4.5 years).

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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 that must be reinvested at lower interest rates. Prepayment
risk may make it difficult to calculate the average maturity of the Fund's
mortgage-backed securities and, therefore, to assess the volatility risk of the
Fund.

The Fund is also subject to the risk that the performance of the Fund may not
correlate to that of the Lehman Index. Since it purchases only a small sample of
the securities in the Lehman Index, the Fund's performance may not be similar to
that of the Lehman Index. In addition, the Fund is subject to the risk that its
investment approach, which attempts to duplicate the performance of the Lehman
Index, may perform differently than other mutual funds which focus on particular
fixed income market segments or invest in other asset classes.
<PAGE>
PROSPECTUS 21

SEI VP BOND INDEX FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Bond Index Fund had not commenced operations,
and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.07%
Distribution (12b-1) Fees None
Other Expenses 0.81%*
---------
Total Annual Fund Operating Expenses 0.88%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP BOND INDEX FUND 0.38%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND SUB-ADVISER."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Bond Index Fund $90 $281
</TABLE>

<PAGE>
22 PROSPECTUS

SEI VP HIGH YIELD BOND FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Total return
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY High
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser that has high
yield investment expertise, the Fund invests in
high yield, high risk securities
</TABLE>

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

INVESTMENT STRATEGY

The SEI VP 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.
In managing the Fund's assets, the Sub-Adviser selects 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
may vary, and will generally not exceed ten years. There is no limit on the
maturity or on the credit quality of any security.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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

The Fund is also subject to the risk that its market segment, high yield
securities, may underperform other fixed income market segments or the fixed
income markets as a whole.
<PAGE>
PROSPECTUS 23

SEI VP HIGH YIELD BOND FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP High Yield Bond Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.49%
Distribution (12b-1) Fees None
Other Expenses 0.50%*
---------
Total Annual Fund Operating Expenses 0.99%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP HIGH YIELD BOND FUND 0.85%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP High Yield Bond Fund $101 $315
</TABLE>

<PAGE>
24 PROSPECTUS

SEI VP INTERNATIONAL FIXED INCOME FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation and current income
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY High
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser, the Fund
invests in investment grade fixed income
securities of foreign government and corporate
issuers
</TABLE>

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

INVESTMENT STRATEGY

The SEI VP 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
corporations and governments located in various developed foreign countries,
looking for opportunities for capital appreciation and gain, as well as current
income. The Fund's portfolio is not hedged against currency fluctuations
relative to the U.S. dollar. There are no restrictions on the Fund's average
portfolio maturity or on the maturity of any specific security.

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk. In the case of foreign securities, price fluctuations will reflect
international economic and political events, as well as changes in currency
valuations relative to the U.S. dollar. The Fund also 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>
PROSPECTUS 25

SEI VP INTERNATIONAL FIXED INCOME FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP International Fixed Income Fund had not
commenced operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.30%
Distribution (12b-1) Fees None
Other Expenses 0.91%*
---------
Total Annual Fund Operating Expenses 1.21%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP INTERNATIONAL FIXED INCOME FUND 1.00%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP International Fixed Income Fund $123 $384
</TABLE>

<PAGE>
26 PROSPECTUS

SEI VP EMERGING MARKETS DEBT FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Total return
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY High to very high
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser, the Fund
invests U.S. dollar denominated debt in securities
of emerging market issuers
</TABLE>

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

INVESTMENT STRATEGY

The SEI VP 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?

"Junk" bonds involve greater risks of default or downgrade, and involve greater
risk of price declines than investment grade securities due to actual or
perceived changes in an issuer's creditworthiness. In addition, issuers of junk
bonds may be more susceptible than other issuers to economic downturns. Junk
bonds are subject to the risk that the issuer may not be able to pay interest or
dividends and ultimately to repay principal upon maturity. Discontinuation of
these payments could substantially adversely affect the market value of the
security. The volatility of junk bonds and certain foreign sovereign debt
securities is even greater since the prospects for repayment of principal and
interest of many of these securities is speculative. Some may even be in
default. As an incentive to invest in these risky securities, they tend to offer
higher returns.

The 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 and "Brady Bonds" the Fund purchases
involve specific risks, including the risk that: (i) the governmental entity
that controls the repayment of sovereign debt may not be willing or able to
repay the principal and/or interest when it becomes due, due to factors such as
debt service burden, political constraints, cash flow problems and other
national economic factors; (ii) governments may default on their 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.

SEI VP EMERGING MARKETS DEBT FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Emerging Markets Debt Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S> <C>
Investment Advisory Fees 0.85%
Distribution (12b-1) Fees None
Other Expenses 1.10%*
---------
Total Annual Fund Operating Expenses 1.95%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP EMERGING MARKETS DEBT FUND 1.35%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Emerging Markets Debt Fund $198 $612
</TABLE>

<PAGE>
28 PROSPECTUS

SEI VP PRIME OBLIGATION FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Preserving principal and maintaining liquidity
while providing current income
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Very low
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY The Fund is professionally managed to provide
liquidity, diversification and a competitive yield
by investing in high quality, short-term money
market instruments
</TABLE>

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

INVESTMENT STRATEGY

The SEI VP Prime Obligation Fund is comprised of short-term debt obligations of
U.S. issuers that are rated in one of the two highest rating categories by
nationally recognized statistical rating organizations or securities that the
Sub-Adviser determines are of comparable quality. The Fund invests in: (i)
commercial paper (including asset-backed securities) rated in the highest
short-term rating category by at least one nationally recognized statistical
rating organization; (ii) certificates of deposit, time deposits, bankers'
acceptances, bank notes and other obligations of U.S. commercial banks or
savings and loan institutions that meet certain asset requirements; (iii)
short-term obligations (including asset-backed securities) rated in one of the
two highest long-term rating categories; (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 agencies or
instrumentalities of the U.S. government. The Fund may also enter into
fully-collateralized repurchase agreements.

Using a top-down strategy and bottom-up security selection, the Sub-Adviser
seeks securities with an acceptable maturity, that are marketable and liquid,
offer competitive yields, and are issued by issuers that are on a sound
financial footing. The Sub-Adviser also considers factors such as the
anticipated level of interest rates and the maturity of individual securities
relative to the maturity of the Fund as a whole. The Fund follows strict
Investment Company Act rules about the credit quality, maturity and
diversification of its investments.

WHAT ARE THE RISKS OF INVESTING IN THE 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.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT. ALTHOUGH THE FUND SEEKS TO
MAINTAIN A CONSTANT PRICE PER SHARE OF $1.00, YOU MAY LOSE MONEY BY INVESTING IN
THE FUND.
<PAGE>
PROSPECTUS 29

SEI VP PRIME OBLIGATION FUND

PERFORMANCE INFORMATION

As of October 1, 1999, the SEI VP Prime Obligation Fund had not commenced
operations, and did not have a performance history.

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

FUND FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
<S> <C>
Investment Advisory Fees 0.02%
Distribution (12b-1) Fees None
Other Expenses 0.71%*
-------
Total Annual Fund Operating Expenses 0.73%**
</TABLE>

* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

<TABLE>
<S> <C>
SEI VP PRIME OBLIGATION FUND 0.44%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND
SUB-ADVISERS."

The amount set forth above does not reflect the fees and expenses of the
insurance contract that are charged by your insurance company.

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
SEI VP Prime Obligation Fund $75 $233
</TABLE>

<PAGE>
30 PROSPECTUS

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

THE FUNDS' OTHER INVESTMENTS

This prospectus describes the Funds' primary strategies, and the Funds will
normally invest at least 65% of their assets in the types of securities
described in this prospectus. However, each Fund also may invest in other
securities, use other strategies and engage in other investment practices. These
investments and strategies, as well as those described in this prospectus, are
described in detail in the Funds' Statement of Additional Information (SAI).

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

INVESTMENT ADVISER AND SUB-ADVISERS

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

SIMC, an SEC-registered adviser, serves as the Adviser to the Funds. As of
August 31, 1999, SIMC had approximately $52.9 billion in assets under
management. SIMC is entitled to investment advisory fees as follows:

<TABLE>
<S> <C>
SEI VP Large Cap Value Fund 0.35%
SEI VP Large Cap Growth Fund 0.40%
SEI VP S&P 500 Index Fund 0.03%
SEI VP Small Cap Value Fund 0.65%
SEI VP Small Cap Growth Fund 0.65%
SEI VP International Equity Fund 0.51%
SEI VP Emerging Markets Equity Fund 1.05%
SEI VP Core Fixed Income Fund 0.28%
SEI VP Bond Index Fund 0.07%
SEI VP High Yield Bond Fund 0.49%
SEI VP International Fixed Income Fund 0.30%
SEI VP Emerging Markets Debt Fund 0.85%
SEI VP Prime Obligation Fund 0.02%
</TABLE>

<PAGE>
PROSPECTUS 31

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

SUB-ADVISERS AND PORTFOLIO MANAGERS

SEI VP 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 SEI VP 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 .20% 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 SEI VP 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 SEI VP 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.

SEI VP 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 SEI VP
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 SEI VP Large Cap Growth Fund. Mr.
Handtmann has been with Provident since 1982, and Mr. Miller has been with
Provident since 1972.

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 SEI VP
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.

SEI VP S&P 500 INDEX FUND:

World Asset Management, L.P.: A committee of investment professionals at World
Asset Management, L.P., selects securities for the SEI VP S&P 500 Index Fund
based upon a computer model.

SEI VP SMALL CAP VALUE FUND:

Artisan Partners Limited Partnership: Scott Satterwhite of Artisan Partners
Limited Partnership ("Artisan") serves as portfolio manager of a portion of the
assets of the SEI VP Small Cap Value Fund. Mr. Satterwhite, a managing director
of Artisan, has been with Artisan since 1996. Prior to joining Artisan, Mr.
Satterwhite was a portfolio manager at Wachovia Bank, N.A.

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

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.

SEI VP SMALL CAP GROWTH FUND:

RS Investment Management, L.P.: Jim Callinan of Robertson, Stephens Investment
Management, L.P. ("RSIM"), serves as portfolio manager of a portion of the
assets of the SEI VP Small Cap Growth Fund. Mr. Callinan is a managing director
of RSIM. He joined RSIM 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.

Sawgrass Asset Management, LLC: Dean McQuiddy of Sawgrass Asset Management, LLC
("Sawgrass"), serves as portfolio manager of a portion of the assets of the SEI
VP Small Cap Growth Fund. Mr. McQuiddy, a founding Principal of Sawgrass, has 12
years of investment experience. Prior to joining Sawgrass, he was a portfolio
manager at Barnett Capital Advisors.

SEI VP INTERNATIONAL EQUITY FUND:

Acadian Asset Management, Inc.: A committee of investment professionals at
Acadian Asset Management, Inc. manages a portion of the assets of the SEI VP
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 SEI VP
International Equity Fund.

Oechsle International Advisors, LLC: S. Dewey Keesler, Jr. of Oechsle
International Advisors, LLC ("Oechsle"), serves as portfolio manager of a
portion of the assets of the International Equity Fund. Prior to joining Oechsle
in 1995, Mr. Keesler was a Portfolio Manger and Investment Director for the
State of Wisconsin Investment Board and has over 17 years of investment
experience.

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 SEI VP 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. ("SG Pacific"), and SGY Asset Management (Singapore) Ltd.
("SGY"), serve as portfolio managers of a portion of the assets of the SEI VP
International Equity Fund. Mr. Wong leads the management team for the assets of
the Fund 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.

SEI VP EMERGING MARKETS EQUITY FUND:

Coronation Asset Management (Proprietary) Limited: Anthony Gibson, Louis
Stassen, and Walter Aylett of Coronation Asset Management (Proprietary) Limited
("Coronation") serve as portfolio managers of a portion of the assets of the SEI
VP 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

<PAGE>
PROSPECTUS 33

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

Allan Gray Investment Counsel. Prior to joining Coronation, Mr. Aylett worked at
Syfrets Managed Assets as Fund Manager and Head of Research.

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 SEI VP 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 Dean Witter Investment Management Inc.: Robert L. Meyer, Michael
Perl and Andy Skov of Morgan Stanley Dean Witter Investment Management Inc.
("MSDW Investment Management") serve as portfolio managers of a portion of the
assets of the SEI VP Emerging Markets Equity Fund. Mr. Meyer is a Managing
Director and joined MSDW Investment Management in 1989 after working for the law
firm of Irell & Manella. Mr. Perl is a Vice President and joined MSDW Investment
Management after 6 years at Bankers Trust Australia, where he served as a
Portfolio Manager. Mr. Skov is a Principal and joined MSDW Investment Management
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 SEI VP Emerging Markets Equity Fund. Mr. Nicholas
is the founder and Chief Investment Officer of the firm, and oversees the Firm's
investment teams. The Emerging Markets team also consists of Larry Speidell,
Pedro Marcal, Ernesto Ramos, and Jessica Goncalves. Mr. Speidell is a partner of
Nicholas-Applegate and has been employed by Nicholas-Applegate since 1994. Mr.
Marcal is a partner of Nicholas Applegate and has been employed by
Nicholas-Applegate since 1984. Mr. Ramos has been employed by Nicholas-Applegate
since 1994, Ms. Goncalves has been employed by Nicholas-Applegate since 1995.

SG Pacific Asset Management, Inc. and SGY Asset Management (Singapore) Ltd.:
Marco Wong of SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset
Management (Singapore) Ltd. ("SGY"), serves as portfolio manager of a portion of
the assets of the SEI VP Emerging Markets Equity Fund. Mr. Wong leads the
management team for the assets of the Fund allocated to SG Pacific and SGY. Mr.
Wong has been with SG Yamaichi Asset Management Co., Ltd., the parent of SGY and
SG Pacific, since 1986.

SEI VP 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 SEI
VP 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.

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 SEI VP Core Fixed Income
Fund. Mr. Groeschell is a Senior Vice President of FIRMCO, 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 SEI VP
Core Fixed Income Fund.
<PAGE>
34 PROSPECTUS

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

SEI VP BOND INDEX FUND:

Mellon Bond Associates, LLP: Mellon Bond Associates, LLP ("MBA") serves as the
Adviser to the Bond Index Fund. A committee of investment professionals at
Mellon Bond Associates, LLP selects securities for the SEI VP Bond Index Fund
based upon a computer model.

SEI VP HIGH YIELD BOND FUND:

Credit Suisse Asset Management LLC/Americas: Richard J. Lindquist, C.F.A., of
Credit Suisse Asset Management LLC/Americas (formerly BEA Associates) ("CSAM")
serves as portfolio manager of the SEI VP High Yield Bond Fund. Mr. Lindquist
joined CSAM in 1995 as a result of CSAM'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.

SEI VP 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 SEI VP 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.

SEI VP EMERGING MARKETS DEBT FUND:

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

SEI VP PRIME OBLIGATION FUND:

Wellington Management Company, LLP: A committee of investment professionals at
Wellington Management Company, LLP, manages the assets of the SEI VP Prime
Obligation Fund.
<PAGE>
PROSPECTUS 35

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

PRIOR PERFORMANCE OF THE ADVISER AND SUB-ADVISERS

SIMC acts as manager of managers of a number of portfolios of SEI Institutional
Managed Trust ("SIMT") and SEI Institutional International Trust ("SIIT") which
served as the models for the Funds. The portfolios of SIMT and SIIT have
substantially the same investment objectives, policies and strategies as the
Funds. In addition, SIMC anticipates that the Funds and the corresponding
portfolios of SIMT and SIIT will be managed by many of the same personnel and
will continue to have substantially similar investment strategies, techniques
and characteristics. In certain instances, however, the Funds will be managed by
a group of Sub-Advisers that is different than the group that managed the
portfolios of SIMT and SIIT. The following table sets forth the name of each
Fund and the name of the corresponding portfolio of SIMT or SIIT from which the
Fund is cloned.

<TABLE>
<CAPTION>
FUND CORRESPONDING PORTFOLIO
- -------------------------------------------------- --------------------------------------------------
<S> <C>
SEI VP Large Cap Value Fund....................... SIMT Large Cap Value Fund
SEI VP Large Cap Growth Fund...................... SIMT Large Cap Growth Fund
SEI VP Small Cap Value Fund....................... SIMT Small Cap Value Fund
SEI VP Small Cap Growth Fund...................... SIMT Small Cap Growth Fund
SEI VP International Equity Fund.................. SIT International Equity Fund
SEI VP Emerging Markets Equity Fund............... SIT Emerging Markets Equity Fund
SEI VP Core Fixed Income Fund..................... SIMT Core Fixed Income Fund
SEI VP High Yield Bond Fund....................... SIMT High Yield Bond Fund
SEI VP Emerging Markets Debt Fund................. SIT Emerging Markets Bond Fund
</TABLE>

Similarly, certain advisers to portfolios of the other SEI Funds will serve as
Sub-Advisers to certain of the Funds. These portfolios, as set forth below, have
substantially the same investment objectives, policies and strategies as the
Funds. SIMC anticipates that the Funds and the corresponding portfolios of the
other SEI Funds will be managed by the same personnel and will continue to have
substantially similar investment strategies, techniques and characteristics. The
following table sets forth the name of each Fund, the name of the corresponding
SEI Funds portfolio from which the Fund is cloned, and the adviser for each Fund
and its corresponding SEI Funds portfolio.

<TABLE>
<CAPTION>
FUND CORRESPONDING SEI FUNDS PORTFOLIO ADVISER
- ---------------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
SEI VP S&P 500 Index Fund............... SEI Index Funds S&P 500 Index Fund World Asset Management, LLC
SEI VP Bond Index Fund.................. SEI Index Funds Bond Index Fund Mellon Bond Associates, LLP
SEI VP International Fixed Income Fund.. SIT International Fixed Income Fund Strategic Fixed Income, LLC
SEI Liquid Asset Trust Prime
SEI VP Prime Obligation Fund............ Obligation Fund Wellington Management Company, LLP
</TABLE>

Past investment performance of the Class A Shares of the SEI Funds portfolios,
as shown in the table below, may be relevant to your consideration of the Funds.
The investment performance of the portfolios of the SEI Funds is not necessarily
indicative of future performance of the Funds. Also, the operating expenses of
each Fund will be different from and may be higher than, the operating expenses
of the corresponding portfolio of the SEI Funds. The investment performance of
the
<PAGE>
36 PROSPECTUS

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

Class A Shares of the SEI Funds portfolios is provided merely to indicate the
experience of SIMC and the other advisers in managing similar portfolios.

<TABLE>
<CAPTION>
AVERAGE AVERAGE AVERAGE
ANNUAL ANNUAL ANNUAL
TOTAL TOTAL TOTAL TOTAL
RETURN RETURN RETURN RETURN AVERAGE
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS ANNUAL TOTAL
INCEPTION ENDED ENDED ENDED ENDED RETURN SINCE
FUND NAME DATE 12/31/98 12/31/98 12/31/98 12/31/98 INCEPTION
- ------------------------- --------- -------- ----------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
SIMT Large Cap Value
Fund..................... 10/31/94* 11.35% 22.41% N/A N/A 24.01%**
SIMT Large Cap Growth
Fund..................... 12/20/94 38.80% 31.91% N/A N/A 32.74%
SIMT Small Cap Value
Fund..................... 12/20/94 (2.84)% 17.04% N/A N/A 18.00%
SIMT Small Cap Growth
Fund..................... 04/20/92 5.59% 10.89% 14.19% N/A 17.34%
SIT International Equity
Fund..................... 12/20/89 19.29% 8.48% 7.28% N/A 5.65%
SIT Emerging Markets
Equity Fund.............. 01/17/95 (31.95)% (12.40)% N/A N/A (8.23)%
SIMT Core Fixed Income
Fund..................... 05/01/87 8.53% 7.21% 7.07% 8.38% 8.14%
SIMT High Yield Bond
Fund..................... 01/11/95 1.40% 10.15% N/A N/A 11.79%
SIT Emerging Markets Debt
Fund..................... 06/26/97 (20.89)% N/A N/A N/A (12.76)%
SEI Index Funds S&P 500
Index
Fund -- Class E........ 07/31/85 28.34% 27.94% 23.77% 18.95% 17.76%
SEI Index Funds Bond
Index Fund............... 05/19/86 8.86% 7.03% 6.69% 8.67% 8.06%
SIT International Fixed
Income Fund.............. 09/01/93 18.52% 6.16% 8.65% N/A 8.63%
SEI Liquid Asset Trust
Prime Obligation
Fund..................... 01/18/82 5.30% 5.27% 5.11% 5.53% 6.11%
</TABLE>

* Prior to October 31, 1994, the Large Cap Value Fund was advised by a different
investment adviser and performance for that period is not shown.

** Since synthetic inception.

<PAGE>
PROSPECTUS 37

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 net assets in the Fund.
The Funds calculate NAV once each Business Day at the regularly-scheduled close
of normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern
time), except that the SEI VP Prime Obligation Fund normally calculates NAV at
5:00 p.m. Eastern time. To receive the current Business Day's NAV, generally the
Funds must receive an order before 4:00 p.m. Eastern time (5:00 p.m. Eastern
time for the SEI VP Prime Obligation Fund).

HOW THE FUNDS CALCULATE NAV

NAV for one Fund share is the value of that share's portion of all of the net
assets in the Fund.

In calculating NAV, the Funds generally value their portfolio securities at
their market price. If market prices are unavailable or the Funds think that
they are unreliable, fair value prices may be determined in good faith using
methods approved by the Board of Trustees. 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 market value of
these Funds' investments may change on days when it is not possible to purchase
or sell Fund shares.

For the SEI VP 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.
<PAGE>
38 PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

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

TAXES

PLEASE CONSULT YOUR TAX ADVISER 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

One Freedom Valley Drive

Oaks, PA 19456

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive

Oaks, PA, 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

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

The SAI dated
- --------, 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 strategies and market conditions and trends and
their impact on performance. 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 obtain the SAI or the Annual and Semi-Annual Reports, as
well as other information about 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, D.C. (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, DC 20549-6009.

The Trust's Investment Company Act registration number is 811-9183.

<PAGE>
SEI INSURANCE PRODUCTS TRUST

Adviser:

SEI Investments Management Corporation

Administrator:

SEI Investments Fund Management

Distributor:

SEI Investments Distribution Co.

Sub-Advisers:

Acadian Asset Management, Inc.
Alliance Capital Management L.P.
Artisan Partners Limited Partnership
BlackRock Financial Management, Inc.
Capital Guardian Trust Company
Coronation Asset Management (Proprietary)
Limited
Credit Suisse Asset Management LLC/
Americas
Credit Suisse Asset Management, Limited
Firstar Investment Research & Management
Company, LLC
LSV Asset Management, L.P.
Mellon Bond Associates, LLP
Mellon Equity Associates, LLP
Morgan Stanley Dean Witter Investment
Management Inc.
Nicholas-Applegate Capital Management
Oechsle International Advisors, LLC
Provident Investment Counsel, Inc.
RS Investment Management, L.P.
Salomon Brothers Asset Management Inc
Sanford C. Bernstein & Co., Inc.
Sawgrass Asset Management, LLC
Scottish Widows Investment Management
Limited
SG Pacific Asset Management, Inc.,
SGY Pacific Asset Management (Singapore)
Limited
SG Yamaichi Asset Management Co., Ltd.
Strategic Fixed Income, LLC
TCW Funds Management Inc.
Wellington Asset Management Company, LLP
Western Asset Management Company
World Asset Management, LLC

This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of SEI
Insurance Products Trust (the "Trust") and should be read in conjunction with
the Trust's Prospectus dated
- --------, 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
Description of Permitted Investments and Risk Factors..................... S-12
Description of Ratings.................................................... S-34
Investment Limitations.................................................... S-41
The Administrator and Transfer Agent...................................... S-42
The Adviser and The Sub-Advisers.......................................... S-43
Distribution and Shareholder Servicing.................................... S-48
Trustees and Officers of the Trust........................................ S-49
Performance............................................................... S-51
Purchase and Redemption of Shares......................................... S-52
Taxes..................................................................... S-53
Portfolio Transactions.................................................... S-54
Description of Shares..................................................... S-56
Limitation of Trustees' Liability......................................... S-56
Voting.................................................................... S-56
Custodians................................................................ S-56
Shareholder Liability..................................................... S-56
Experts................................................................... S-57
Legal Counsel............................................................. S-57
Financial Statements...................................................... S-57
Appendix.................................................................. A-1
</TABLE>

- --------, 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 portfolios. 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. All
consideration received by the Trust for shares of any class of any fund and all
assets of such fund or class belong to that fund or class, respectively, and
would be subject to the liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit
and legal expenses, expenses of preparing prospectuses, proxy solicitation
materials and reports to shareholders, costs of custodial services and
registering the shares under federal and state securities laws, pricing,
insurance expenses, litigation and other extraordinary expenses, brokerage
costs, interest charges, taxes and organization expenses.

Certain shareholders in one or more of the Funds may obtain asset allocation
services from the Adviser and other financial intermediaries with respect to
their investments in such Funds. If a sufficient amount of a Fund's assets are
subject to such asset allocation services, a Fund may incur higher transaction
costs and a higher portfolio turnover rate than would otherwise be anticipated
as a result of redemptions and purchases of Fund shares pursuant to such
services. Further, to the extent that the Adviser is providing asset allocation
services and providing investment advice to the Funds, it may face conflicts of
interest in fulfilling its responsibilities because of the possible differences
between the interests of its allocation clients and the interest of the Funds.

This Statement of Additional Information relates to the SEI VP Large Cap
Value, SEI VP Large Cap Growth, SEI VP S&P 500 Index, SEI VP Small Cap Value,
SEI VP Small Cap Growth, SEI VP International Equity, SEI VP Emerging Markets
Equity, SEI VP Core Fixed Income, SEI VP Bond Index, SEI VP High Yield Bond, SEI
VP International Fixed Income, SEI VP Emerging Markets Debt and SEI VP 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

SEI VP LARGE CAP VALUE FUND--The investment objective of the SEI VP Large
Cap Value Fund is long-term growth of capital and income.

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.

SEI VP LARGE CAP GROWTH FUND--The investment objective of the SEI VP Large
Cap Growth Fund is capital appreciation.

S-3
<PAGE>
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.

SEI VP S&P 500 INDEX FUND--The SEI VP S&P 500 Index Fund seeks to provide
investment results that correspond to the aggregate price and dividend
performance of the securities in the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500 Index"), which is comprised of 500 selected securities (most
of which are common stocks listed on the New York Stock Exchange).

The Fund's ability to duplicate the performance of the S&P 500 Index will
depend to some extent on the size and timing of cashflows into and out of the
Fund, as well as on the level of the Fund's expenses.

Adjustments made to accommodate cash flows will track the S&P 500 Index to
the maximum extent possible, and may result in brokerage expenses for the Fund.
Over time, the correlation between the performance of the Fund and the S&P 500
Index is expected to be over 0.95. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the net asset value of the Fund,
including the value of its dividend and capital gains distributions, increased
or decreased in exact proportion to changes in the S&P 500 Index.

The Fund will normally be invested in all of the stocks and other securities
which comprise the S&P 500 Index, except when changes are made to the S&P 500
Index itself. The Fund's policy is to be fully invested in common stocks and
other securities included in the Index, and it is expected that cash reserve
items would normally be less than 10% of net assets. Accordingly, an investment
in shares of the Fund involves risks similar to those of investing in a
portfolio consisting of the common stocks and other securities of some or all of
the companies included in the S&P 500 Index.

The weightings of securities in the S&P 500 Index are based on each
security's relative total market value, I.E., market price per share times the
number of shares outstanding. Because of this weighting, approximately 50% of
the S&P 500 Index is currently composed of stocks of the 50 largest companies in
the S&P 500 Index, and the S&P 500 Index currently represents over 65% of the
market value of all U.S. common stocks listed on the New York Stock Exchange.

World Asset Management, LLC ("World"), the Fund's investment Sub-Adviser,
makes no attempt to "manage" the Fund in the traditional sense (I.E., by using
economic, financial or market analyses). The adverse financial situation of a
company usually will not result in the elimination of a security from the Fund.
However, an investment may be removed from the Fund if, in the judgment of
World, the merit of the investment has been substantially impaired by
extraordinary events or adverse financial conditions. Furthermore,
administrative adjustments may be made in the Fund from time to time because of
mergers, changes in the composition of the S&P 500 Index and similar reasons. In
certain circumstances, World may exercise discretion in determining whether to
exercise warrants or rights issued in respect to fund securities or whether to
tender fund securities pursuant to a tender or exchange offer.

The equity securities in which the Fund invests are common stocks, preferred
stocks, securities convertible into common stock and American Depositary
Receipts ("ADRs"). The Fund may also purchase shares of REITs.

The Fund may enter into stock index futures contracts to maintain adequate
liquidity to meet its redemption demands while maximizing the level of the
Fund's assets which are tracking the performance of the S&P 500 Index, provided
that the value of these contracts does not exceed 20% of the Fund's total
assets. The Fund may only purchase those stock index futures contracts--such as
futures contracts on the S&P 500 Index--that are likely to closely duplicate the
performance of the S&P 500 Index. The Fund also

S-4
<PAGE>

can sell such futures contracts in order to close out a previously established
position. The Fund will not enter into any stock index futures contract for the
purpose of speculation, and will only enter into contracts traded on national
securities exchanges with standardized maturity dates.

The Fund may invest cash reserves in securities issued by the U.S.
Government, its agencies or instrumentalities, bankers' acceptances, commercial
paper rated at least A-1 by S&P and/or Prime-1 by Moody's, certificates of
deposit and repurchase agreements involving such obligations. Such investments
will not be used for defensive purposes.

The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's
Corporation ("S&P"). S&P makes no representation or warranty, implied or
express, to the purchasers of the Fund or any member of the public regarding the
advisability of investing in index funds or the Fund or the ability of the Index
to track general stock market performance.

SEI VP SMALL CAP VALUE FUND--The investment objective of the SEI VP Small
Cap Value Fund is capital appreciation.

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 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.

SEI VP SMALL CAP GROWTH FUND--The investment objective of the SEI VP Small
Cap Growth Fund is long-term capital appreciation.

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.

SEI VP INTERNATIONAL EQUITY FUND--The SEI VP 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 ADRs traded on registered exchanges or NASDAQ, or
sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental
Depositary Receipts ("CDRs") or

S-5
<PAGE>
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 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.

SEI VP EMERGING MARKETS EQUITY FUND--The SEI VP 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

S-6
<PAGE>
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.

SEI VP CORE FIXED INCOME FUND--The investment objective of the SEI VP Core
Fixed Income Fund is current income consistent with the preservation of capital.

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 SEI VP 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.

S-7
<PAGE>
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.

SEI VP BOND INDEX FUND--The SEI VP Bond Index Fund currently seeks to
provide investment results that correspond to the aggregate price and interest
performance of the Lehman Aggregate Bond Index (the "Lehman Index"), which
tracks the performance of debt securities. The Lehman Index is made up of the
Government/Corporate Index, the Mortgage-Backed Securities Index and the
Asset-Backed Securities Index. The Lehman Index includes fixed rate debt issues
rated investment grade or higher by one or more NRSROs. All issues have at least
one year to maturity and an outstanding par value of at least $100 million.
Lehman Brothers, Inc. is neither a sponsor of nor in any other way affiliated
with the Trust. Inclusion of a security in the Lehman Index in no way implies an
opinion of Lehman Brothers, Inc. as to its attractiveness or appropriateness as
an investment.

In seeking to generate results that correspond to the performance of the
Lehman Index, the Fund will invest in the following obligations: (i) debt
obligations issued or guaranteed by the United States Government or its agencies
or instrumentalities; (ii) investment-grade debt obligations issued by U.S.
corporations; (iii) debt obligations issued or guaranteed by foreign sovereign
governments, municipalities, governmental agencies or international agencies;
(iv) mortgage-backed securities, including conventional 15- and 30-year fixed
rate mortgages, graduated payment mortgages, balloon mortgages and adjustable
rate mortgages; (v) asset-backed securities; and (vi) any other issues that are
included in the Lehman Index.

Fixed income securities in which the Fund may invest must be rated BBB or
better by S&P or Baa or better by Moody's at the time of purchase. Debt
securities rated BBB or Baa lack outstanding investment characteristics and have
speculative characteristics as well. In the event that a security held by the
Fund is downgraded below investment grade, the adviser will promptly review the
situation and take appropriate action.

If an obligation which is included in the Lehman Index on the first day of
the month ceases to meet any of the qualifications for inclusion in the Lehman
Index during that month, the obligation remains in the Lehman Index through the
end of that month and then is eliminated from the Lehman Index. Mellon Bond
Associates, LLP ("MBA"), the Fund's sub-adviser, will monitor portfolio
securities in order to determine whether any of these obligations have ceased to
qualify for inclusion in the Lehman Index. If an obligation has ceased to
qualify for inclusion in the Lehman Index as a result of: (i) a lowered
investment rating, (ii) an aggregate outstanding principal amount of less than
$100 million, or (iii) a remaining maturity that no longer exceeds one year
(collectively, "Ineligible Obligations"), the investment adviser may either
undertake to sell such Ineligible Obligations as quickly as is financially
prudent, which may be prior to or later than the time that obligation is removed
from the Lehman Index, or may determine to retain the security. To the extent
that the investment adviser determines to retain Ineligible Obligations, such
Ineligible Obligations, together with cash and money market instruments, will
not exceed 20% of the Fund's net assets. Although the Fund retains the right to
invest up to 20% of its net assets in Ineligible Obligations, cash and money
market instruments, these items are expected to constitute less than 10% of the
net assets of the Fund. Obligations held by the Fund that became Ineligible
Obligations as a result of being rated below investment grade (which securities
are often referred to as "junk bonds") will not constitute more than 5% of the
Fund's net assets. In addition, cash holdings will not exceed 5% of the Fund's
net assets. In addition, obligations that become eligible for inclusion in the
Lehman Index during a particular month generally will not actually be included
in the Lehman Index until the next month. However, the Fund may elect to
purchase any such obligation and deem it to be included in the Lehman Index once
it becomes eligible.

The Fund generally will not hold all of the individual issues which comprise
the Lehman Index because of the large number of securities involved. Instead,
the Fund will hold a representative sample of the securities in the Index,
selecting issues to represent entire "classes" or types of securities in the
Lehman Index. Obligations included in the Lehman Index have been categorized by
MBA into sectors

S-8
<PAGE>

which have been organized on the basis of type of issuer, and then further
classified by quality and remaining maturities. The percentage of the Fund's
assets to be invested in the aggregate obligations included in a particular
sector of the Lehman Index will approximate, to the maximum extent feasible, the
percentage such sector represents in the Lehman Index. The Fund's ability to
duplicate the performance of the Lehman Index will depend to some extent on the
size and timing of cash flows into and out of the Portfolio, as well as on the
level of the Fund's expenses, and the capability of MBA to select a
representative sample of the securities included in the Lehman Index. To the
extent that the size of the Fund's assets limits the number of issues that the
Fund can purchase, there is more potential for deviation from the Lehman Index's
performance than at larger asset levels.

The Fund may invest in restricted securities, including Rule 144A
securities, included in the Lehman Index.

SEI VP HIGH YIELD BOND FUND--The investment objective of the SEI VP High
Yield Bond Fund is to maximize total return.

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 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.

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.

SEI VP INTERNATIONAL FIXED INCOME FUND--The SEI VP 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.

S-9
<PAGE>

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

The SEI VP 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 or multinational corporations; (iv)
convertible securities issued by foreign or multinational corporations; (v)
fixed income securities issued by foreign banks or bank holding companies; (vi)
asset-backed securities; and (vii) mortgage-backed securities. All such
investments will be in investment grade securities denominated in various
currencies, including the Euro. Investment grade securities are rated in one of
the highest four rating categories by an 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.

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.

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

Under normal circumstances, at least 80% of the SEI VP 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 SEI VP 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

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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 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.

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

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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.

There can be no assurance that any Fund will meet its objective.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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 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 SEI VP Core Fixed
Income, SEI VP Bond Index, SEI VP High Yield Bond, SEI VP International Fixed
Income, and SEI VP 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.

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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.

BRADY BONDS--Certain debt obligations, customarily referred to as "Brady
Bonds," are created through the exchange of existing commercial bank loans to
foreign entities for new obligations in connection with a debt restructuring.
Brady Bonds have only been issued since 1989, and, accordingly, do not have a
long payment history. In addition, they are issued by governments that may have
previously defaulted on the loans being restructured by the Brady Bonds, so are
subject to the risk of default by the issuer. They may be fully or partially
collateralized or uncollateralized and issued in various currencies (although
most are U.S. dollar denominated) and they are actively traded in the
over-the-counter secondary market. U.S. dollar-denominated, collateralized Brady
Bonds, which may be fixed rate par bonds or floating rate discount bonds, are
generally collateralized in full as to principal due at maturity by U.S.
Treasury zero coupon obligations which have the same maturity as the Brady
Bonds. Certain interest payments on these Brady Bonds may be collateralized by
cash or securities in an amount that, in the case of fixed rate bonds, is
typically equal to between 12 and 18 months of rolling interest payments or, in
the case of floating rate bonds, initially is typically equal to between 12 and
18 months rolling interest payments based on the applicable interest rate at
that time and is adjusted at regular intervals thereafter with the balance of
interest accruals in each case being uncollateralized. Payment of interest and
(except in the case of principal collateralized Brady Bonds) principal on Brady
Bonds with no or limited collateral depends on the willingness and ability of
the foreign government to make payment. In the event of a default on
collateralized Brady Bonds for which obligations are accelerated, the collateral
for the payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. The collateral will be held by
the collateral agent to the scheduled maturity of the defaulted Brady Bonds,
which will continue to be outstanding, at which time the face amount of the
collateral will equal the principal payments which would have then been due on
the Brady Bonds in the normal course.

Based upon current market conditions, a Fund would not intend to purchase
Brady Bonds which, at the time of investment, are in default as to payment.
However, in light of the residual risk of Brady Bonds and, among other factors,
the history of default with respect to commercial bank loans by public and
private entities of countries issuing Brady Bonds, investments in Brady Bonds
are to be viewed as speculative. A substantial portion of the Brady Bonds and
other sovereign debt securities in which the SEI VP Emerging Markets Debt Fund
invests are likely to be acquired at a discount, which involves certain
additional considerations.

Sovereign obligors in developing and emerging market countries are among the
world's largest debtors to commercial banks, other governments, international
financial organizations and other financial institutions. These obligors have in
the past experienced substantial difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructuring
of certain indebtedness.

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Restructuring arrangements have included, among other things, reducing and
rescheduling interest and principal payments by negotiating new or amended
credit agreements or converting outstanding principal and unpaid interest to
Brady Bonds, and obtaining new credit to finance interest payments. Holders of
certain foreign sovereign debt securities may be requested to participate in the
restructuring of such obligations and to extend further loans to their issuers.
There can be no assurance that the Brady Bonds and other foreign sovereign debt
securities in which the Fund may invest will not be subject to similar
restructuring arrangements or to requests for new credit which may adversely
affect a Fund's holdings. Furthermore, certain participants in the secondary
market for such debt may be directly involved in negotiating the terms of these
arrangements and may therefore have access to information not available to other
market participants.

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 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.

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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. As a result, a Fund's selection of convertible securities is
based, to a great extent, on the potential for capital appreciation that may
exist in the underlying stock. 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.

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).

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.

FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt
obligations issued by governments, corporations, municipalities and other
borrowers, but may also include structured securities that provide for
participation interests in debt obligations. The market value of fixed income
investments will generally change in response to interest rate changes and other
factors. During periods of falling interest rates, the values of outstanding
fixed income securities generally rise. Conversely, during periods of rising
interest rates, the values of such securities generally decline. Moreover, while
securities with longer maturities tend to produce higher yields, the prices of
longer maturity securities are also subject to greater market fluctuations as a
result of changes in interest rates. Changes by recognized agencies in the
rating of any fixed income security and in the ability of an issuer to make
payments of

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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 an 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--Certain of 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 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 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

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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 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.

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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.

HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES--Investing in fixed and
floating rate high yield foreign sovereign debt securities will expose the SEI
VP Emerging Markets Debt Fund to the direct or indirect consequences of
political, social or economic changes in the countries that issue the
securities. The ability of a foreign sovereign obligor to make timely payments
on its external debt obligations will also be strongly influenced by the
obligor's balance of payments, including export performance, its access to
international credits and investments, fluctuations in interest rates and the
extent of its foreign reserves. Countries such as those in which the Fund may
invest have historically experienced, and may continue to experience, high rates
of inflation, high interest rates, exchange rate or trade difficulties and
extreme poverty and unemployment. Many of these countries are also characterized
by political uncertainty or instability. Additional factors which may influence
the ability or willingness to service debt include, but are not limited to, a
country's cash flow situation, the availability of sufficient foreign exchange
on the date a payment is due, the relative size of its debt service burden to
the economy as a whole, and its government's policy towards the International
Monetary Fund, the World Bank and other international agencies. A country whose
exports are concentrated in a few commodities or whose economy depends on
certain strategic imports could be vulnerable to fluctuations in international
prices of these commodities or imports. To the extent that a country receives
payment for its exports in currencies other than dollars, its ability to make
debt payments denominated in dollars could be adversely affected. If a foreign
sovereign obligor cannot generate sufficient earnings from foreign trade to
service its external debt, it may need to depend on continuing loans and aid
from foreign governments, commercial banks and multilateral organizations, and
inflows of foreign investment. The commitment on the part of these foreign
governments, multilateral organizations and others to make such disbursements
may be conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds, which may further impair the obligor's
ability or willingness to timely service its debts.

ILLIQUID SECURITIES--Illiquid securities are securities that cannot be
disposed of within seven 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

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which there is no active secondary market, and repurchase agreements with
durations over 7 days in length.

The SEI VP 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 SEI VP 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 SEI VP 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. 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."

LOAN PARTICIPATIONS AND ASSIGNMENTS--Loan participations are interests in
loans to corporations or governments which are administered by the lending bank
or agent for a syndicate of lending banks, and sold by the lending bank,
financial institution or syndicate member ("intermediary bank"). In a loan
participation, the borrower will be deemed to be the issuer of the participation
interest, except to the extent the Fund derives its rights from the intermediary
bank. Because the intermediary bank does not guarantee a loan participation in
any way, a loan participation is subject to the credit risks generally
associated with the underlying borrower. In the event of the bankruptcy or
insolvency of the borrower, a loan participation may be subject to certain
defenses that can be asserted by such borrower as a result of improper conduct
by the intermediary bank. In addition, in the event the underlying borrower
fails to pay principal and interest when due, the Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if
the Fund had purchased a direct obligation of such borrower. Under the terms of
a loan participation, the Fund may be regarded as a creditor of the intermediary
bank, (rather than of the underlying borrower), so that the Fund may also be
subject to the risk that the intermediary bank may become insolvent.

Loan assignments are investments in assignments of all or a portion of
certain loans from third parties. When a Fund purchases assignments from lenders
it will acquire direct rights against the borrower on the loan. Since
assignments are arranged through private negotiations between potential
assignees and assignors, however, the rights and obligations acquired by the
Fund may differ from, and be more limited than, those held by the assigning
lender. Loan participations and assignments may be considered liquid, as
determined by the Funds' advisers based on criteria approved by the Board of
Trustees.

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 SEI VP High Yield Bond, SEI VP Emerging
Markets Debt, and SEI VP 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

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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.

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.

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

A Fund may also invest in mortgage-backed securities that are collateralized
mortgage obligations structured on pools of mortgage pass-through certificates
or mortgage loans. For purposes of determining the average maturity of a
mortgage-backed security in its investment portfolio, the SEI VP Core Fixed
Income Fund will utilize the expected average life of the security, as estimated
in good faith by the Fund's advisers. Unlike most single family residential
mortgages, commercial real estate property loans often contain provisions which
substantially reduce the likelihood that such securities will be prepaid. The

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

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities 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 are 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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<PAGE>

MUNICIPAL SECURITIES--The SEI VP Core Fixed Income Fund, SEI VP Bond Index
Fund, and SEI VP High Yield Bond Fund may invest in municipal securities.
Municipal securities consist of (i) debt obligations issued by or on behalf of
public authorities to obtain funds to be used for various public facilities, for
refunding outstanding obligations, for general operating expenses, and for
lending such funds to other public institutions and facilities, and (ii) certain
private activity and industrial development bonds issued by or on behalf of
public authorities to obtain funds to provide for the construction, equipment,
repair or improvement of privately operated facilities. The two principal
classifications of Municipal Securities are "general obligation" and "revenue"
issues. General obligation issues are issues involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues, although the characteristics and method of enforcement of general
obligation issues may vary according to the law applicable to the particular
issuer. Revenue issues are payable only from the revenues derived from a
particular facility or class of facilities or other specific revenue source. A
Fund may also invest in "moral obligation" issues, which are normally issued by
special purpose authorities. Moral obligation issues are not backed by the full
faith and credit of the state and are generally backed by the agreement of the
issuing authority to request appropriations from the state legislative body.
Municipal Securities include debt obligations issued by governmental entities to
obtain funds for various public purposes, such as the construction of a wide
range of public facilities, the refunding of outstanding obligations, the
payment of general operating expenses, and the extension of loans to other
public institutions and facilities. Certain private activity bonds that are
issued by or on behalf of public authorities to finance various privately-owned
or operated facilities are included within the term "Municipal Securities."
Private activity bonds and industrial development bonds are generally revenue
bonds, the credit and quality of which are directly related to the credit of the
private user of the facilities.

Municipal Securities may also include general obligation notes, tax
anticipation notes, bond anticipation notes, revenue anticipation notes, project
notes, certificates of indebtedness, demand notes, tax-exempt commercial paper,
construction loan notes and other forms of short-term, tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation of the receipt
of tax funds, the proceeds of bond placements or other revenues. Project notes
are issued by a state or local housing agency and are sold by the Department of
Housing and Urban Development. While the issuing agency has the primary
obligation with respect to its project notes, they are also secured by the full
faith and credit of the United States through agreements with the issuing
authority which provide that, if required, the federal government will lend the
issuer an amount equal to the principal of and interest on the project notes.

The quality of Municipal Securities, both within a particular classification
and between classifications, will vary, and the yields on Municipal Securities
depend upon a variety of factors, including general money market conditions, the
financial condition of the issuer (or other entity whose financial resources are
supporting the securities), general conditions of the municipal bond market, the
size of a particular offering, the maturity of the obligation and the rating(s)
of the issue. In this regard, it should be emphasized that the ratings of any
NRSRO are general and are not absolute standards of quality. Municipal
Securities with the same maturity, interest rate and rating(s) may have
different yields, while Municipal Securities of the same maturity and interest
rate with different rating(s) may have the same yield.

An issuer's obligations under its Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of its Municipal Securities may be
materially adversely affected by litigation or other conditions.

NON-DIVERSIFICATION--The SEI VP International Fixed Income and SEI VP
Emerging Markets Debt Funds are non-diversified investment companies, as defined
in the Investment Company Act of 1940,

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<PAGE>

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 Code, which requires that the Funds be
diversified (I.E., not invest more than 5% of their assets in the securities in
any one issuer) as to 50% of their assets.

OBLIGATIONS OF SUPRANATIONAL 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 SEI VP Core Fixed Income, SEI VP International Fixed Income, SEI VP Emerging
Markets Equity and SEI VP International Equity Funds.

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

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the Fund will realize as profit the premium received for such option. When a
call option of which a Fund is the writer is exercised, the Fund will be
required to sell the underlying securities to the option holder at the strike
price, and will not participate in any increase in the price of such securities
above the strike price. When a put option of which a Fund is the writer is
exercised, the Fund will be required to purchase the underlying securities at a
price in excess of the market value of such securities.

A 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,

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however, at any time sell the underlying portfolio security in the open market
or wait until the portfolio security matures, at which time it should realize
the full par value of the security.

The securities purchased subject to a put may be sold to third persons at
any time, even though the put is outstanding, but the put itself, unless it is
an integral part of the security as originally issued, may not be marketable or
otherwise assignable. Therefore, the put would have value only to that
particular Fund. Sale of the securities to third parties or lapse of time with
the put unexercised may terminate the right to put the securities. Prior to the
expiration of any put option, a Fund could seek to negotiate terms for the
extension of such an option. If such a renewal cannot be negotiated on terms
satisfactory to the Fund, the Fund could, of course, sell the portfolio
security. The maturity of the underlying security will generally be different
from that of the put. 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 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

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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 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.

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.

STOCK INDEX FUTURES--A stock index futures contract is a bilateral agreement
pursuant to which two parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the stock
index value at the close of trading of the contract and the price at which

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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 purchases
futures contracts, it will collateralize 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. Collateral equal to the
current market value of the futures position will be marked to market on a daily
basis.

The SEI VP S&P 500 Index Fund may invest in stock index futures. No price is
paid upon entering into futures contracts. Instead, a Fund is required to
deposit an amount of cash or U.S. Treasury securities known as "initial margin."
Subsequent payments, call "variation margin," to and from the broker, would be
made on a daily basis as the value of the futures position varies (a process
known as "marking to market"). The nature of initial and variation margin in
futures transactions is different from that of margin in security transactions
in that futures contract margin does not involve the borrowing of funds to
finance the transactions. Rather, the margin is in the nature of a performance
bond or good-faith deposit on the contract that is returned to the Fund upon
termination of the contract, assuming all contractual obligations have been
satisfied. Positions in futures contracts may be closed only on an exchange or
board of trade providing a secondary market for such futures contracts. The
value of the contract usually will vary in direct proportion to the total face
value. Market value of a stock index futures position is defined as the closing
value of the Index multiplied by 500 times the number of contracts held.

The Fund's ability to effectively utilize futures contracts depends on
several factors. First, it is possible that there will not be a perfect price
correlation between the futures contracts and their underlying stock index. In
addition, the purchase of a futures contract involves the risk that the Fund
could lose more than the original margin deposit required to initiate a futures
transaction.

In considering the proposed use of futures contracts, particular note should
be taken that futures contracts relate to the anticipated levels at some point
in the future not to the current level of the underlying instrument; thus, for
example, trading of stock index futures may not reflect the trading of the
securities which are used to formulate an index or even actual fluctuations in
the relevant index itself. There is, in addition, a risk that movements in the
price of futures contracts will not correlate with the movement in prices of the
stock index being tracked. There may be several reasons unrelated to the value
of the underlying securities which causes this situation to occur. First, all
participants in the futures market are subject to initial and variation margin
requirements. If, to avoid meeting additional margin deposit requirements or for
other reasons, investors choose to close a significant number of futures
contracts through offsetting transactions, distortions in the normal price
relationship between the securities markets and the futures markets may occur.
Second, because the deposit requirements in the futures market are less onerous
than margin requirements in the securities market, there may be increased
participation by speculators in the futures market which may also cause
temporary price distortions. The Fund will not engage in transactions in futures
contracts for speculative purposes.

STRUCTURED SECURITIES--The SEI VP Emerging Markets Debt Fund may invest a
portion of its assets in entities organized and operated solely for the purpose
of restructuring the investment characteristics of sovereign debt obligations of
emerging market issuers. This type of restructuring involves the deposit with,
or purchase by, an entity, such as a corporation or trust, of specified
instruments (such as commercial bank loans or Brady Bonds) and the issuance by
that entity of one or more classes of securities

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<PAGE>

("Structured Securities") backed by, or representing interests in, the
underlying instruments. The cash flow on the underlying instruments may be
apportioned among the newly issued Structured Securities to create securities
with different investment characteristics, such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to Structured Securities is dependent on the extent of the cash
flow on the underlying instruments. Because Structured Securities of the type in
which the Fund anticipates it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments. The Fund is permitted to invest in a class of Structured
Securities that is either subordinated or unsubordinated to the right of payment
of another class. Subordinated Structured Securities typically have higher
yields and present greater risks than unsubordinated Structured Securities.
Structured Securities are typically sold in private placement transactions, and
there currently is no active trading market for Structured Securities. Certain
issuers of such structured securities may be deemed to be "investment companies"
as defined in the 1940 Act. As a result, the Fund's investment in such
securities may be limited by certain investment restrictions contained in the
1940 Act.

SWAPS, CAPS, FLOORS 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 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 SEI VP High Yield Bond, SEI VP International Fixed Income, SEI
VP Emerging Markets Equity and SEI VP International Equity Funds may invest in
time deposits.

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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 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.

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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.

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.

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 mission critical service providers whether they
expect to have their computer systems adjusted for the year 2000 transition, and
have sought 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. Furthermore, many
foreign countries are not as prepared as the U.S. for the year 2000 transition.
As a result, computer difficulties in foreign markets and with foreign
institutions may add to the possibility of losses to the Funds and their
shareholders.

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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 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.

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DESCRIPTION OF RATINGS

MOODY'S RATINGS DEFINITIONS

LONG TERM

<TABLE>
<S> <C>
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edged."
Interest payments are protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are protected by a large
or by an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risk
appear somewhat larger than the Aaa securities.

A Bonds which are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.

Baa Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good and
bad times over the future. Uncertainty of position characterizes bonds in this
class.

B Bonds which are rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real investment
standing.
</TABLE>

SHORT-TERM

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.

S-34
<PAGE>
- 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 RATINGS DEFINITIONS

A Standard & Poor's corporate or municipal debt rating is a current
assessment of creditworthiness of an obligor with respect to a specific
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.

The debt rating is not a recommendation to purchase, sell or hold a
security, as it does not comment on market price or suitability for a particular
investor.

The ratings are based, in varying degrees, on the following considerations:

(1) Likelihood of default. The rating assesses the obligor's capacity and
willingness as to timely payment of interest and repayment of principal
in accordance with the terms of the obligation.

(2) The obligation's nature and provisions.

(3) Protection afforded to, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under
bankruptcy laws and other laws affecting creditor's rights.

Likelihood of default is indicated by an issuer's senior debt rating. If
senior debt is not rated, an implied senior debt rating is determined.
Subordinated debt usually is rated lower than senior debt to better reflect
relative position of the obligation in bankruptcy. Unsecured debt, where
significant secured debt exists, is treated similarly to subordinated debt.

LONG-TERM

INVESTMENT GRADE

<TABLE>
<S> <C>
AAA Debt rated 'AAA' has the highest rating assigned by S&P. Capacity to pay interest
and repay principal is extremely strong.

AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and
differs from the highest rated debt only in small degree.

A Debt rated 'A' has a strong capacity to pay interest and repay principal, although
it is somewhat more susceptible to adverse effects of changes in circumstances and
economic conditions than debt in higher-rated categories.
</TABLE>

S-35
<PAGE>

<TABLE>
<S> <C>
BBB Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category than
in higher rated categories.
</TABLE>

SPECULATIVE GRADE

Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. 'BB' indicates the least degree of speculation and
'C' the highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposure to adverse conditions.

<TABLE>
<S> <C>
BB Debt rated 'BB' has less near-term vulnerability to default than other speculative
grade debt. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions that could lead to inadequate capacity
to meet timely interest and principal payments. The 'BB' rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
'BBB-' rating.

B Debt rate 'B' has greater vulnerability to default but presently has the capacity to
meet interest payments and principal repayments. Adverse business, financial, or
economic conditions would likely impair capacity or willingness to pay interest and
repay principal. The 'B' rating category also is used for debt subordinated to
senior debt that is assigned an actual or implied 'BB' or 'BB-' rating.

CCC Debt rated 'CCC' has a current identifiable vulnerability to default, and is
dependent on favorable business, financial and economic conditions to meet timely
payment of interest and repayment of principal. In the event of adverse business,
financial, or economic conditions, it is not likely to have the capacity to pay
interest and repay principal. The 'CCC' rating category also is used for debt
subordinated to senior debt that is assigned an actual or implied 'B' or 'B-'
rating.

CC The rating 'CC' is typically applied to debt subordinated to senior debt which is
assigned an actual or implied 'CCC' rating.

C The rating 'C' is typically applied to debt subordinated to senior debt which is
assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payment are continued.

CI Debt rated 'CI' is reserved for income bonds on which no interest is being paid.

D Debt is rated 'D' when the issue is in payment default, or the obligor has filed for
bankruptcy. The 'D' rating is used when interest or principal payments are not made
on the date due, even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period.
</TABLE>

Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

<TABLE>
<S> <C>
c The letter 'C' indicates that the holder's option to tender the security for
purchase may be canceled under certain prestated conditions enumerated in the tender
option documents.

p The letter 'p' indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project financed by the debt being rated
and indicates that payment of the debt service requirements is largely or entirely
dependent upon the successful timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the project,
makes no comment on the likelihood of, or the risk of default upon failure of such
completion. The investor should exercise his own judgement with respect to such
likelihood and risk.
</TABLE>

S-36
<PAGE>

<TABLE>
<S> <C>
L The letter 'L' indicates that the rating pertains to the principal amount of those
bonds to the extent that the underlying deposit collateral is federally insured, and
interest is adequately collateralized. In the case of certificates of deposit, the
letter 'L' indicates that the deposit, combined with other deposits being held in
the same right and capacity, will be honored for principal and pre-default interest
up to federal insurance limits within 30 days after closing of the insured
institution or, in the event that the deposit is assumed by a successor insured
institution, upon maturity.
</TABLE>

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

*Continuance of the rating is contingent upon S&P's receipt of an executed copy
of the escrow agreement or closing documentation confirming investments and
cash flows.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.

If an issuer's actual or implied senior debt rating is 'AAA', its
subordinated or junior debt is rated 'AAA' or 'AA+'. If an issuer's actual or
implied senior debt rating is lower than 'AAA' but higher than 'BB+', its junior
debt is typically rated one designation lower than the senior debt ratings. For
example, if the senior debt rating is 'A', subordinated debt normally would be
rated 'A-'. If an issuer's actual or implied senior debt rating is 'BB+' or
lower, its subordinated debt is typically rated two designations lower than the
senior debt rating.

NOTE: The term "investment grade" was originally used by various regulatory
bodies to connote obligations eligible for investment by institutions such as
banks, insurance companies, and savings and loan associations. Over time, this
term gained widespread usage throughout the investment community. Issues rated
in the four highest categories, 'AAA', 'AA', 'A', 'BBB', generally are
recognized as being investment grade. Debt 'BB' or below generally is referred
to as speculative grade. The term "junk bond" is merely a more irreverent
expression for this category of more risky debt. Neither term indicates which
securities S&P deems worthy of investment, as an investor with a particular risk
preference may appropriately invest in securities that are not investment grade.

SHORT-TERM

<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>

DUFF AND PHELPS, INC. RATINGS DEFINITIONS

<TABLE>
<S> <C>
AAA Highest credit quality. The risk factors are negligible, being only slightly more
than for risk-free U.S. Treasury debt.
AA+ High credit quality. Protection factors are strong. Risk is modest but may vary
AA- slightly from time to time because of economic conditions.
</TABLE>

S-37
<PAGE>

<TABLE>
<S> <C>
A+ Protection factors are average but adequate. However, risk factors are more variable
A- and greater in periods of economic stress.
BBB+ Below average protection factors but still considered sufficient for prudent
BBB- investment. Considerable variability in risk during economic cycles.
BB+ Below investment grade but deemed likely to meet obligations when due. Present or
BB prospective financial protection factors fluctuate according to industry conditions
BB- or company fortunes. Overall quality may move up or down frequently within this
category.
B+ Below investment grade and possessing risk that obligations will not be met when
B due. Financial protection factors will fluctuate widely according to economic
B- cycles, industry conditions and/or company fortunes. Potential exists for frequent
changes in the rating within this category or into a higher or lower rating grade.
CCC Well below investment grade securities. Considerable uncertainty exists as to timely
payment of principal, interest or preferred dividends. Protection factors are narrow
and risk can be substantial with unfavorable economic/industry conditions, and/or
with unfavorable company developments.
DD Defaulted debt obligations. Issuer failed to meet scheduled principal and/or
interest payments.
DP Preferred stock with dividend arrearages.
</TABLE>

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.
</TABLE>

FITCH INVESTOR SERVICES INC. RATINGS DEFINITIONS

LONG-TERM

<TABLE>
<S> <C>
AAA Bonds rated AAA are judged to be strictly high grade, broadly marketable, suitable
for investment by trustees and fiduciary institutions liable to slight market
fluctuation other than through changes in the money rate. The prime feature of an
AAA bond is a showing of earnings several times or many times greater than interest
requirements, with such stability of applicable earnings that safety is beyond
reasonable question whatever changes occur in conditions.
</TABLE>

S-38
<PAGE>

<TABLE>
<S> <C>
AA Bonds rated AA are judged to be of safety virtually beyond question and are readily
salable, whose merits are not unlike those of the AAA class, but whose margin of
safety is less strikingly broad. The issue may be the obligation of a small company,
strongly secured but influenced as to rating by the lesser financial power of the
enterprise and more local type market.
A Bonds rated A are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be strong,
but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered to
be adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
BB Bonds rated BB are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the obligor
in satisfying its debt service requirements.
B Bonds rated B are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of safety
and the need for reasonable business and economic activity throughout the life of
the issue.
CCC Bonds have certain identifiable characteristics which, if not remedied, may lead to
default. The ability to meet obligations requires an advantageous business and
economic environment.
CC Bonds are minimally protected. Default in payment of interest and/or principal seems
probable over time.
C Bonds are in imminent default in payment of interest or principal.
DDD Bonds are in default on interest and/or principal payments. Such bonds are extremely
DD speculative and should be valued on the basis of their ultimate recovery value in
D liquidation or reorganization of the obligor. 'DDD' represents the lowest potential
for recovery on these bonds, and 'D' represents the lowest potential for recovery.
</TABLE>

PLUS (+) MINUS (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the 'AAA', 'DDD', 'DD', or 'D' categories.

SHORT-TERM RATINGS

<TABLE>
<S> <C>
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>

S-39
<PAGE>

IBCA LIMITED RATINGS DEFINITIONS

<TABLE>
<S> <C>
AAA Obligations rated AAA have the lowest expectation of investment risk. Capacity for
timely repayment of principal and interest is substantial, such that adverse changes
in business, economic or financial conditions are unlikely to increase investment
risk significantly.
AA Obligations for which there is a very low expectation of investment risk are rated
AA. Capacity for timely repayment of principal and interest is substantial. Adverse
changes in business, economic or financial conditions may increase investment risk
albeit not very significantly.
A Bonds rated A are obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest is strong, although
adverse changes in business, economic or financial conditions may lead to increased
investment risk.
BBB Bonds rated BBB are obligations for which there is currently a low expectation of
investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions are
more likely to lead to increased investment risk than for obligations in other
categories.
BB Bonds rated BB are obligations for which there is a possibility of investment risk
developing. Capacity for timely repayment of principal and interest exists, but is
susceptible over time to adverse changes in business, economic or financial
conditions. Bonds rated B are obligations for which investment risk exists. Timely
repayment of principal and interest is not sufficiently protected against adverse
changes in business, economic or financial conditions.
B Obligations for which investment risk exists. Timely repayment of principal and
interest is not sufficiently protected against adverse changes in business, economic
or financial conditions.
CCC Obligations for which there is a current perceived possibility of default. Timely
repayment of principal and interest is dependent on favorable business, economic or
financial conditions.
CC Obligations which are highly speculative or which have a high risk of default.
C Obligations which are currently in default.
</TABLE>

NOTES: "+" or "-" may be appended to a rating to denote relative status
within major rating categories.

Ratings of BB and below are assigned where it is considered that speculative
characteristics are present.

SHORT-TERM RATINGS (UP TO 12 MONTHS)

<TABLE>
<S> <C>
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.
</TABLE>

THOMSON BANKWATCH RATINGS DEFINITIONS

<TABLE>
<S> <C>
AAA Bonds rated AAA indicate that the ability to repay principal and interest on a
timely basis is very high.
AA Bonds rated AA indicate a superior ability to repay principal and interest on a
timely basis, with limited incremental risk compared to issues rated in the highest
category.
</TABLE>

S-40
<PAGE>

<TABLE>
<S> <C>
A Bonds rated A indicate the ability to repay principal and interest is strong. Issues
rated A could be more vulnerable to adverse developments (both internal and
external) than obligations with higher ratings.
BBB Bonds rated BBB indicate an acceptable capacity to repay principal and interest.
Issues rated BBB are, however, more vulnerable to adverse developments (both
internal and external) than obligations with higher ratings.
BB While not investment grade, the BB rating suggests that the likelihood of default is
considerably less than for lower-rated issues. However, there are significant
uncertainties that could affect the ability to adequately service debt obligations.
B Issues rated B show a higher degree of uncertainty and therefore greater likelihood
of default than higher-rated issues. Adverse developments could well negatively
affect the payment of interest and principal on a timely basis.
CCC Issues rated "CCC" clearly have a high likelihood of default, with little capacity
to address further adverse changes in financial circumstances.
CC "CC" is applied to issues that are subordinate to other obligations rated "CCC" and
are afforded less protection in the event of bankruptcy or reorganization.
D Default
</TABLE>

Ratings in the Long-Term Debt categories may include a plus (+) or minus (-)
designation, which indicates where within the respective category the issue is
placed.

SHORT-TERM RATINGS

<TABLE>
<S> <C>
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 SEI VP International Fixed
Income and SEI VP 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. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate a Fund to purchase securities

S-41
<PAGE>

or require a Fund to segregate assets are not considered to be borrowings.
To the extent that its borrowings exceed 5% of its assets, (i) all
borrowings will be repaid before making additional investments and any
interest paid on such borrowings will reduce income; and (ii) asset coverage
of at least 300% is required.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be
loaned 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 or any rule or order thereunder.

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 % of the average daily net assets of each Fund. SEI
Investments Management Corporation ("SIMC") and SEI Management have agreed, on a

S-42
<PAGE>

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 certain levels. The Total Operating Expenses reflect
anticipated 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 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. SEI
Investments and its subsidiaries and affiliates, including the Administrator,
are leading providers of funds evaluation services, trust accounting systems,
and brokerage and information services to financial institutions, institutional
investors, and money managers. The Administrator and its affiliates also serve
as administrator or sub-administrator to the following of the mutual funds: The
Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select Funds,
Amerindo Funds, Inc., The Arbor Fund, ARK Funds, Armada Funds, Bishop Street
Funds, Boston 1784 Funds-Registered Trademark-, CNI Charter Funds, CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Funds, Inc., Oak Associates Funds, The Parkstone
Advantage Fund, 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, TIP Funds and UAM Funds, Inc. II.

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 Code. The term
"expenses" is defined in such laws or regulations, and generally excludes
brokerage commissions, distribution expenses, taxes, interest and extraordinary
expenses.

THE ADVISER AND THE SUB-ADVISERS

SEI Investments Management Corporation ("SIMC" or the "Adviser") is a
wholly-owned subsidiary of SEI Investments a financial services company. The
principal business address of SIMC and SEI Investments is Oaks, Pennsylvania,
19456. SEI Investments was founded in 1968, and is a leading provider of
investment solutions to banks, institutional investors, investment advisers and
insurance companies. 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 46 investment companies, including more than 387 funds, with more than
$52.9 billion in assets as of August 31, 1999.

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SIMC is the investment Adviser for each of the Funds, and operates as a
"manager of managers." As Adviser, SIMC oversees the investment advisory
services provided to the Funds and may manage the cash portion of the Funds'
assets. Pursuant to separate sub-advisory agreements with SIMC, and under the
supervision of the Adviser 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.

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):

<TABLE>
<CAPTION>
FUND ADVISORY FEE
- ------------------------------------------------------------------------------------------ ---------------
<S> <C>
SEI VP Large Cap Growth Fund.............................................................. 0.35%
SEI VP Large Cap Value Fund............................................................... 0.40%
SEI VP S&P 500 Index Fund................................................................. 0.03%
SEI VP Small Cap Growth Fund.............................................................. 0.65%
SEI VP Small Cap Value Fund............................................................... 0.65%
SEI VP International Equity Fund.......................................................... 0.51%
SEI VP Emerging Markets Equity Fund....................................................... 1.05%
SEI VP Emerging Markets Debt Fund......................................................... 0.85%
SEI VP Core Fixed Income Fund............................................................. 0.28%
SEI VP Bond Index Fund.................................................................... 0.07%
SEI VP High Yield Bond Fund............................................................... 0.49%
SEI VP International Fixed Income Fund.................................................... 0.30%
SEI VP Prime Obligation Fund.............................................................. 0.02%
</TABLE>

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

ACADIAN ASSET MANAGEMENT, INC.--Acadian Asset Management, Inc. ("Acadian")
serves as a Sub-Adviser for a portion of the assets of the SEI VP International
Equity Fund. Acadian, a wholly-owned subsidiary of United Asset Management
Corporation ("UAM"), was founded in 1977, and manages approximately $5.5 billion
in assets invested globally as of June 30, 1999. 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 SEI VP
Large Cap Growth Fund. Alliance is a registered investment adviser organized as
a Delaware limited partnership, which originated as Alliance Capital

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<PAGE>

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 March 31, 1999,
Alliance managed over $ billion in assets. The principal address of Alliance is
1345 Avenue of the Americas, New York, New York 10105.

ARTISAN PARTNERS LIMITED PARTNERSHIP--Artisan Partners Limited Partnership
("Artisan") serves as a Sub-Adviser for a portion of the assets of the SEI VP
Small Cap Value Fund. As of June 30, 1999, Artisan had approximately $2.4
billion in assets under management. The principal address of Artisan is 1000 N.
Water Street, Milwaukee, Wisconsin 53202.

BLACKROCK FINANCIAL MANAGEMENT, INC.--BlackRock Financial Management, Inc.
("BlackRock") serves as a Sub-Adviser to a portion of the assets of the SEI VP
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 June 30, 1999, BlackRock had $142 billion in assets under
management. BlackRock is an indirect subsidiary of PNC Bank Corp.

CAPITAL GUARDIAN TRUST COMPANY--Capital Guardian Trust Company ("CGTC")
serves as a Sub-Adviser to a portion of the assets of the SEI VP 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 June 30, 1999, managed a total of over $95
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 SEI VP Emerging Markets Equity Fund. Coronation, a
registered investment adviser organized under the laws of the Republic of South
Africa, was founded in 1993, and currently manages $4.7 billion in assets. The
principal business address of Coronation is 80 Strand Street, Cape Town, South
Africa, 8001.

CREDIT SUISSE ASSET MANAGEMENT LLC/AMERICAS--Credit Suisse Asset Management
LLC/ Americas ("Credit Suisse") serves as the Sub-Adviser for the SEI VP High
Yield Bond Fund. Credit Suisse 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. Credit
Suisse is the second largest Swiss bank and is a subsidiary of CS Holding, a
Swiss corporation. As of June 30, 1999, Credit Suisse managed approximately
$37.7 billion in assets. Credit Suisse's principal business address is One
Citicorp Center, 153 East 53rd Street, New York, New York 10022.

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 SEI VP Emerging Markets Equity Fund. Credit Suisse, a UK limited liability
company formed in 1982, is a registered investment adviser that managed
approximately $161.2 billion as of June 30, 1999. 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 SEI VP 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 June 30, 1999, it
had approximately $25.5 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.

LSV ASSET MANAGEMENT, L.P.--LSV Asset Management, L.P. ("LSV") serves as a
Sub-Adviser to a portion of the assets of the SEI VP Large Cap Value Fund. LSV
is a registered investment adviser organized as a Delaware general partnership.
An affiliate of SIMC owns an interest in LSV. The general

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<PAGE>

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 June 30, 1999,
LSV managed approximately $5.9 billion in client assets.

The Adviser pays LSV fees based on a percentage of the average monthly
market value of the assets of the SEI VP Large Cap Value 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 Large Cap Value
Fund managed by LSV.

MELLON BOND ASSOCIATES, LLP--Mellon Bond Associates, LLP ("MBA") serves as
Sub-Adviser to the SEI VP Bond Index Fund. As of June 30, 1999, MBA had
approximately $50.3 billion in assets under management. The principal address of
MBA is Mellon Bank Center, 1735 Market Street, Philadelphia, Pennsylvania 19101.

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 SEI
VP Large Cap Value Fund and the SEI VP Small Cap Value 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 $32.5 billion of assets as of
June 30, 1999. The business address for Mellon Equity is 500 Grant Street, Suite
3700, Pittsburgh, Pennsylvania 15258.

MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.--Morgan Stanley Dean
Witter Investment Management Inc. ("MSDW") acts as a Sub-Adviser for a portion
of the assets of the SEI VP Emerging Markets Equity Fund. MSAM is a wholly-owned
subsidiary of Morgan Stanley Dean Witter & Co. MSDW is a registered investment
adviser and as of June 30, 1999 had approximately $166 billion in assets under
management. The principal business address of MSDW 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 the
SEI VP Small Cap Growth Fund. As of June 30, 1999, Nicholas-Applegate had
discretionary management authority with respect to approximately $33.5 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.

OECHSLE INTERNATIONAL ADVISERS, LLC--Oechsle International Advisers LLC
("Oechsle") serves as a Sub-Adviser to a portion of the assets of the
International Equity Fund. As of June 30, 1999, Oechsle had approximately $161
million in assets under management.

PROVIDENT INVESTMENT COUNSEL, INC.--Provident Investment Counsel, Inc.
("Provident") serves as a Sub-Adviser for a portion of the assets of the SEI VP
Large Cap Growth 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 June 30, 1999, Provident had over $20 billion
in client assets under management.

RS INVESTMENT MANAGEMENT, L.P.--RS Investment Management, L.P. ("RSIM"),
acts as a Sub-Adviser for a portion of the assets of the SEI VP Small Cap Growth
Fund. RSIM is a registered investment adviser and as of June 30, 1999 had
approximately $4.2 billion in assets under management. The principal business
address of RSIM 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 SEI VP Emerging Markets
Debt Fund. SBAM, an

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<PAGE>

indirect wholly-owned subsidiary of The Traveler's Group, is a Delaware
corporation that was founded in 1987. SBAM is a registered investment adviser
and as of June 30, 1999 had approximately $27 billion in client assets under
management. 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 SEI VP
Large Cap Value Fund. Founded in 1967, Bernstein is a registered investment
adviser that managed approximately $89.9 billion in assets as of June 30, 1999.
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.

SAWGRASS ASSET MANAGEMENT, L.L.C.--Sawgrass Asset Management, L.L.C.
("Sawgrass") serves as a Sub-Adviser for a portion of the assets of the SEI VP
Small Cap Growth Fund. As of March 31, 1999, Sawgrass had approximately $325
million in assets under management. The principal address of Sawgrass is 4337
Pablo Oaks Court, Building 200, Jacksonville, Florida 32224.

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 SEI VP 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 $52.8 billion in assets
as of June 30, 1999. 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. ("SG Pacific") and SGY Asset Management (Singapore) Ltd. ("SGY") jointly
serve as Sub-Adviser for a portion of the assets of the SEI VP International
Equity and SEI VP 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.("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 SEI VP 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
$20.4 billion in assets worldwide.

STRATEGIC FIXED INCOME, L.L.C.--Strategic Fixed Income, L.L.C. ("Strategic")
serves as the Sub-Adviser for the SEI VP 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 June 30, 1999, Strategic managed $4.1 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 SEI VP Large Cap Growth Fund. TCW
is a wholly-owned subsidiary of the TCW Group, Inc. TCW is a registered
investment adviser and as of June 30, 1999 had approximately $57.8 billion of
assets under management. The principal business address of TCW is 865 S.
Figueroa, Suite 1800, Los Angeles, California 90017.

WELLINGTON MANAGEMENT COMPANY LLP--Wellington Management Company LLP
("WMC"), serves as the investment Sub-Adviser for the SEI VP Prime Obligation
Fund. As of June 30, 1999, WMC had discretionary management authority with
respect to approximately $223 billion in assets. The principal address of WMC is
75 State Street, Boston, Massachusetts 02109. WMC is a Massachussetts

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<PAGE>
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 SEI VP
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
March 31, 1999, Western managed approximately $57.4 billion in client assets.
The principal business address of Western is 117 East Colorado Boulevard,
Pasadena, California 91105.

WORLD ASSET MANAGEMENT, LLC--World Asset Management, LLC ("World") serves as
a Sub-Adviser to the S&P 500 Index Fund. As of June 30, 1999, World had
approximately $20.4 billion in assets under management. The principal address of
World is Brown Street Centre, 255 East Brown Street, Suite 250, Birmingham,
Michigan 48009.

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 advisory and sub-advisory agreement must be
specifically approved at least annually (i) by the vote of a majority of the
outstanding shares of that 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 advisory or 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 Adviser or Sub-Adviser, or by the
Adviser or Sub-Adviser on 90 days' written notice to the Trust.

DISTRIBUTION AND SHAREHOLDER SERVICING

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
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.

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<PAGE>
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 management and affairs of the Trust are supervised by the Trustees under
the laws of the Commonwealth of Massachusetts. The Trustees have approved
contracts under which, as described above, certain companies provide essential
management services to the Trust.

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-, CNI Charter Funds, CrestFunds, Inc., CUFUND, The
Expedition Funds, First American Funds, Inc., First American Investment Funds,
Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The
Nevis Fund, Inc., Oak Associates Funds, The Parkstone Advantage Fund, The
Parkstone Group of Funds, The PBHG 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
Management or its affiliates and 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 Adviser, the
Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, The Expedition Funds, 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*--1701 Market Street, Philadelphia,
PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm) since 1976 counsel to
the Trust, SEI Investments, the Adviser, the Administrator and the Distributor.
Director and Secretary of SEI Investments. Trustee of The Advisors' Inner Circle
Fund. The Arbor Fund, The Expedition Funds, 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 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.

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<PAGE>

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, 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
The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak
Associate 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.

EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive
Officer--Executive Vice President and President--Asset Management Division of
SEI Investments, since 1993. Executive Vice President of the Adviser and the
Administrator since 1994. Senior Vice President, SEI Investments, 1986-1991;
Vice President of the Distributor 1981-1986.

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

JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of SEI Investments since January 1998. Vice
President of the Administrator and Distributor since May 1999. Associate, Paul
Weiss, Rifkind, Wharton & Garrison (law firm), 1998, Associate, Baker & McKenzie
(law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm), 1993-1995.
Operations Manager, The Shareholder Services Group, Inc., 1986-1990.

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

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

CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, the
Adviser, 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
Adviser, the Administrator and the Distributor since 1994. Assistant Secretary
of SEI Investments since 1992; Secretary of the Adviser and the Administrator
since 1994. Vice President, General Counsel and Assistant Secretary of the
Adviser, the Administrator and the Distributor, 1992-1994. Associate, Morgan,
Lewis & Bockius LLP (law firm), 1988-1992.

LYNDA J. STRIEGEL (DOB 10/30/48)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, the
Adviser, the Administrator and the Distributor since 1998.

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<PAGE>
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--1701 Market Street,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), since
1989, counsel to the Trust, SEI Investments, the Adviser, the Administrator and
the Distributor.

MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial
Officer--President and Senior Vice President of Fund Accounting and
Administration of the Administrator since 1998. Vice President of Fund
Accounting and Administration of the Administrator, 1996-1998.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 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 ending on
the date of the most recent balance sheet. 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 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.

S-51
<PAGE>
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.

Information about the market value of each portfolio security may be
obtained by SEI Management
from an independent pricing service. The pricing service relies primarily on
prices of actual market transactions as well as trader quotations. However, the
pricing service may use a matrix system to determine valuations of fixed income
securities. This system considers such factors as security prices, yields,
maturities, call features, ratings and developments relating to specific
securities in arriving at valuations. The procedures used by the pricing service
and its valuations are reviewed by the officers of the Trust under the general
supervision of the Trustees.

Securities with remaining maturities of 60 days or less will be valued by
the amortized cost method, which involves valuing a security at its cost on the
date of purchase and thereafter (absent unusual circumstances) assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuations in general market rates of interest on the value of the
instrument. While this method provides certainty in valuation, it may result in
periods during which value, as determined by this method, is higher or lower
than the price the Trust would receive if it sold the instrument. During periods
of declining interest rates, the daily yield of a Fund may tend to be higher
than a like computation made by a company with identical investments utilizing a
method of valuation based upon market prices and estimates of market prices for
all of its portfolio securities. Thus, if the use of amortized cost by a Fund
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in a Fund would be able to obtain a somewhat higher yield that would
result from investment in a company utilizing solely market values, and existing
shareholders in the Fund would experience a lower yield. The converse would
apply during a period of rising interest rates.

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

S-52
<PAGE>
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.

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.

S-53
<PAGE>
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.

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 portfolio securities. Subject to policies
established by the Trustees, the Sub-Advisers are responsible for placing orders
to execute portfolio transactions. In placing orders, it is the Trust's policy
to seek to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the
Sub-Advisers generally seek reasonably competitive spreads or commissions, the
Trust will not necessarily be paying the lowest spread or

S-54
<PAGE>

commission available. The Trust will not purchase portfolio securities from any
affiliated person acting as principal except in conformity with the regulations
of the SEC.

The 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 involve either brokerage commissions or transfer taxes. The cost of
executing portfolio securities transactions of a Fund will primarily consist of
dealer spreads and underwriting commissions.

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, the various firms that serve
as money managers to certain Funds of the Trust, in the exercise of 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.

S-55
<PAGE>
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, 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

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

Where this Statement of Additional Information states that a Fund's
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.

CUSTODIANS

First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618,
Philadelphia, Pennsylvania 19101 acts as custodian and wire agent for the assets
of SEI VP Large Cap Growth, SEI VP Large Cap Value, SEI VP S&P 500 Index, SEI VP
Small Cap Growth, SEI VP Small Cap Value, SEI VP Core Fixed Income, SEI VP Bond
Index, SEI VP High Yield Bond and SEI VP Prime Obligation Funds. State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, 02110, acts
as custodian for the assets of SEI VP International Equity, SEI VP Emerging
Markets Equity, SEI VP International Fixed Income and SEI VP Emerging Markets
Debt Fund. First Union National Bank and State Street Bank and Trust Company
(each a "Custodian," and, together, the "Custodians") holds cash, securities and
other assets of the respective Funds for which they act as Custodians as
required by the 1940 Act.

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

S-56
<PAGE>
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.

EXPERTS

The Financial Statements included in this Statement of Additional
Information have been so included in reliance on the report of
PricewaterhouseCoopers, LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

LEGAL COUNSEL

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

S-57
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Directors
of The SEI Investment Products Trust, Inc.:

In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of The SEI
Investment Products Trust, Inc., (comprising the SEI VP Large Cap Value Fund,
SEI VP Large Cap Growth Fund, SEI VP S&P 500 Index Fund, SEI VP Small Cap Value
Fund, SEI VP Small Cap Growth Fund, SEI VP International Equity Fund, SEI VP
Emerging Markets Equity Fund, SEI VP Core Fixed Income Fund, SEI VP Bond Index
Fund, SEI VP High Yield Bond Fund, SEI VP International Fixed Income Fund, SEI
VP Emerging Markets Debt Fund, and SEI VP Prime Obligation Fund), collectively,
(the "Trust"), at July 16, 1999, in conformity with generally accepted
accounting principles. This financial statement is the responsibility of the
Trusts' management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers

August 11, 1999

S-58
<PAGE>
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES (000)

SEI INSURANCE PRODUCTS TRUST--AS OF JULY 16, 1999

<TABLE>
<CAPTION>
VP LARGE VP LARGE VP VP SMALL
CAP CAP S & P 500 CAP
VALUE GROWTH INDEX VALUE
FUND FUND FUND FUND
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash......................................................... $ 7,692 $ 7,692 $ 7,692 $ 7,692
Deferred Offering Costs...................................... $ 5,112 $ 5,112 $ 5,112 $ 5,112
----------- ----------- ----------- -----------
Total Assets............................................... $ 12,804 $ 12,804 $ 12,804 $ 12,804
----------- ----------- ----------- -----------
LIABILITIES:
Due to Manager............................................... $ 5,112 $ 5,112 $ 5,112 $ 5,112
----------- ----------- ----------- -----------
NET ASSETS:.................................................... $ 7,692 $ 7,692 $ 7,692 $ 7,692
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Shares of beneficial interest issued and outstanding (unlimited
authorization--no par value)................................. 769 769 769 769
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net asset value, offering price and redemption price per
share........................................................ $ 10.00 $ 10.00 $ 10.00 $ 10.00
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

THE FUNDS HAVE NOT COMMENCED OPERATIONS AS OF JULY 16, 1999.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

S-59
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES (000) (CONTINUED)

SEI INSURANCE PRODUCTS TRUST--AS OF JULY 16, 1999

<TABLE>
<CAPTION>
VP SMALL VP VP EMERGING
CAP INTERNATIONAL MARKETS
GROWTH EQUITY EQUITY
FUND FUND FUND
----------- ----------------- ---------------
<S> <C> <C> <C>
ASSETS:
Cash.......................................................... $ 7,692 $ 7,692 $ 7,692
Deferred Offering Costs....................................... $ 5,112 $ 5,112 $ 5,112
----------- ------- -------
Total Assets................................................ $ 12,804 $ 12,804 $ 12,804
----------- ------- -------
LIABILITIES:
Due to Manager................................................ $ 5,112 $ 5,112 $ 5,112
----------- ------- -------
NET ASSETS:..................................................... $ 7,692 $ 7,692 $ 7,692
----------- ------- -------
----------- ------- -------
Shares of beneficial interest issued and outstanding (unlimited
authorization--no par value).................................. 769 769 769
----------- ------- -------
----------- ------- -------
Net asset value, offering price and redemption price per
share......................................................... $ 10.00 $ 10.00 $ 10.00
----------- ------- -------
----------- ------- -------
</TABLE>

THE FUNDS HAVE NOT COMMENCED OPERATIONS AS OF JULY 16, 1999.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

S-60
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES (000) (CONTINUED)

SEI INSURANCE PRODUCTS TRUST--AS OF JULY 16, 1999

<TABLE>
<CAPTION>
VP CORE VP HIGH
FIXED VP BOND YIELD
INCOME INDEX BOND
FUND FUND FUND
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS:
Cash......................................................................... $ 7,692 $ 7,692 $ 7,692
Deferred Offering Costs...................................................... $ 5,112 $ 5,112 $ 5,112
----------- ----------- -----------
Total Assets............................................................... $ 12,804 $ 12,804 $ 12,804
----------- ----------- -----------
LIABILITIES:
Due to Manager............................................................... $ 5,112 $ 5,112 $ 5,112
----------- ----------- -----------
NET ASSETS:.................................................................... $ 7,692 $ 7,692 $ 7,692
----------- ----------- -----------
----------- ----------- -----------
Shares of beneficial interest issued and outstanding (unlimited
authorization--no par value)................................................. 769 769 769
----------- ----------- -----------
----------- ----------- -----------
Net asset value, offering price and redemption price per share................. $ 10.00 $ 10.00 $ 10.00
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

THE FUNDS HAVE NOT COMMENCED OPERATIONS AS OF JULY 16, 1999.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

S-61
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES (000) (CONCLUDED)

SEI INSURANCE PRODUCTS TRUST--AS OF JULY 16, 1999

<TABLE>
<CAPTION>
VP INTERNATIONAL VP EMERGING
FIXED MARKETS VP PRIME
INCOME DEBT OBLIGATION
FUND FUND FUND
-------------------- --------------- -------------
<S> <C> <C> <C>
ASSETS:
Cash.................................................... $ 7,692 $ 7,692 $ 7,696
Deferred Offering Costs................................. $ 5,112 $ 5,112 $ 5,115
------- ------- -------------
Total Assets.......................................... $ 12,804 $ 12,804 $ 12,811
------- ------- -------------
LIABILITIES:
Due to Manager.......................................... $ 5,112 $ 5,112 $ 5,115
------- ------- -------------
NET ASSETS:............................................... $ 7,692 $ 7,692 $ 7,696
------- ------- -------------
------- ------- -------------
Shares of beneficial interest issued and outstanding
(unlimited authorization--no par value)................. 769 769 7,696
------- ------- -------------
------- ------- -------------
Net asset value, offering price and redemption price per
share................................................... $ 10.00 $ 10.00 $ 1.00
------- ------- -------------
------- ------- -------------
</TABLE>

THE FUNDS HAVE NOT COMMENCED OPERATIONS AS OF JULY 16, 1999.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

S-62
<PAGE>
NOTES TO FINANCIAL STATEMENTS

SEI INSURANCE PRODUCTS TRUST--JULY 16, 1999

1. ORGANIZATION

SEI Insurance Products Trust (the "Trust") was organized as a Massachusetts
business trust under a Declaration of Trust dated December 14, 1998. The Trust
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company consisting of thirteen funds: SEI VP
Large Cap Value Fund, SEI VP Large Cap Growth Fund, SEI VP S&P 500 Index Fund,
SEI VP Small Cap Value Fund, SEI VP Small Cap Growth Fund, SEI VP International
Equity Fund, SEI VP Emerging Markets Equity Fund, SEI VP Core Fixed Income Fund,
SEI VP Bond Index Fund, SEI VP High Yield Bond Fund, SEI VP International Fixed
Income Fund, SEI VP Emerging Markets Debt Fund, and SEI VP Prime Obligation Fund
(collectively the "Funds", and each of these, a "Fund"). The Trust has
diversified and non-diversified funds. The Funds' prospectus provides a
description of each Fund's investment objectives, policies and strategies. The
assets of each fund are segregated, and a shareholder's interest is limited to
the fund in which shares are held. The Funds are authorized to offer an
unlimited number of shares of beneficial interest with no par value. The Trust
has not commenced operations except those related to organizational matters and
the sale of initial shares of beneficial interest to SEI Investments Fund
Management ("SIFM" or the "Manager") on July 16, 1999.

2. OFFERING COSTS

Offering costs related to the sale of initial shares will be deferred and
amortized on a straight line basis over a period of twelve months commencing
with operations. These costs of approximately $66,000 include legal fees of
approximately $32,000 for work performed by a law firm of which an officer of
the Trust is a Partner. The remainder of these costs included approximately
$11,000 for other legal costs and $23,000 for typesetting costs.

Certain officers and/or trustees of the Trust are also officers of the
Manager. The Trust pays each unaffiliated Trustee an annual fee for attendance
of quarterly, interim and committee meetings. Compensation of officers and
affiliated trustees of the Trust is paid by the Manager.

The Trust incurred other expenses of approximately $12,000 in legal and
audit fees. The full amount of these organizational expenses were assumed by SEI
Investments Management Corporation (SIMC) and the Funds are not required to
reimburse SIMC.

3. INVESTMENT ADVISORY, MANAGEMENT, DISTRIBUTION AND CUSTODY AGREEMENTS

The Trust intends to enter into the following service agreements:

Under an Investment Advisory Agreement with the Trust, SEI Investments
Management Corporation ("SIMC") will act as investment adviser to each Fund. For
its investment advisory services to the Trust, SIMC will receive an annual 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): SEI VP Large Cap
Value Fund, 0.35%; SEI VP Large Cap Growth Fund, 0.40%; SEI VP S&P 500 Index
Fund, 0.03%; SEI VP Small Cap Value Fund, 0.65%; SEI VP Small Cap Growth Fund,
0.65%; SEI VP International Equity Fund, 0.51%; SEI VP Emerging Markets Equity
Fund, 1.05%; SEI VP Core Fixed Income Fund, 0.28%; SEI VP Bond Index Fund,
0.07%; SEI VP High Yield Bond Fund, 0.49%; SEI VP International Fixed Income
Fund, 0.30%; SEI VP Emerging Markets Debt Fund, 0.85%; and SEI VP Prime
Obligation Fund, 0.02%. SIMC has agreed, on a voluntary basis, to waive all or a
portion of its investment advisory fee. In addition, SIMC reserves the right to
terminate its waivers at any time in its full discretion.

S-63
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEI INSURANCE PRODUCTS TRUST--JULY 16, 1999

3. INVESTMENT ADVISORY, MANAGEMENT, DISTRIBUTION AND CUSTODY AGREEMENTS
(CONTINUED)
Under an Administration Agreement with the Trust, the Manager will provide
the Trust with overall administrative and accounting services and act as
transfer agent and dividend disbursing agent. For its services, the Manager will
receive an annual 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): SEI VP Large Cap Value Fund, 0.35%; SEI VP Large Cap Growth Fund,
0.35%; SEI VP S&P 500 Index Fund, 0.22%; SEI VP Small Cap Value Fund, 0.35%; SEI
VP Small Cap Growth Fund, 0.35%; SEI VP International Equity Fund, 0.45%; SEI VP
Emerging Markets Equity Fund, 0.65%; SEI VP Core Fixed Income Fund, 0.28%; SEI
VP Bond Index Fund, 0.35%; SEI VP High Yield Bond Fund, 0.35%; SEI VP
International Fixed Income Fund, 0.60%; SEI VP Emerging Markets Debt Fund,
0.65%; and SEI VP Prime Obligation Fund, 0.42%. The Manager has agreed, on a
voluntary basis, to waive all or a portion of its administration fee and/or
reimburse other expenses. In addition, the Manager reserves the right to
terminate its waivers and/ or reimbursements at any time in its full discretion.

Under a Distribution Agreement with the Trust, SEI Investments Distribution
Co. (the "Distributor") will provide the Trust with distribution services. The
Distributor will not be entitled to any fee for performing these services.

Under a Custodian Agreement with the Trust, First Union National Bank will
serve as custodian for the assets of SEI VP Large Cap Value Fund, SEI VP Large
Cap Growth Fund, SEI VP S&P 500 Index Fund, SEI VP Small Cap Value Fund, SEI VP
Small Cap Growth Fund, SEI VP Core Fixed Income Fund, SEI VP Bond Index Fund,
SEI VP High Yield Bond Fund, and SEI VP Prime Obligation Fund.

Under a Custodian Agreement with the Trust, State Street Bank and Trust
Company will serve as custodian for the assets of SEI VP International Equity
Fund, SEI VP Emerging Markets Equity Fund, SEI VP International Fixed Income
Fund and SEI VP Emerging Markets Debt Fund.

S-64
<PAGE>
PART C: OTHER INFORMATION

ITEM 23. EXHIBITS:

(a) Agreement and Declaration of Trust dated December 14, 1998, is
incorporated by reference to Exhibit (a) of Registrant's Initial Registration
Statement, filed December 31, 1998.

(b) By-Laws are incorporated by reference to Exhibit (a) of Registrant's
Initial Registration Statement, filed December 31, 1998.

(d)(1) Investment Advisory Agreement between the Registrant and SEI
Investments Management Corporation ("SIMC") is filed herewith.

(d)(2) Form of Investment Sub-Advisory Agreements between SIMC and
[Sub-Adviser] is filed herewith.

(e) Distribution Agreement between the Registrant and SEI Investments
Distribution Co. is filed herewith.

(f) Not Applicable.

(g)(1) Form of Custodian Agreement with between the Registrant and First
Union National Bank is filed herewith.

(g)(2) Custodian Agreement with between the Registrant and State Street Bank
and Trust Company to be filed by later amendment.

(h)(1) Administration Agreement between the Registrant and SEI Investments
Fund Management is filed herewith.

(i) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, is filed
herewith.

(j) Opinion and Consent of Independent Public Accountants,
PricewaterhouseCoopers LLP, is filed herewith.

(k) Not Applicable.

(n) Not Applicable.

(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
incorporated by reference to Exhibit (a) of Registrant's Initial Registration
Statement, filed December 31, 1998.

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

ii
<PAGE>
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.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of the adviser and each sub-adviser
is or has been, at any time during the last two fiscal years, engaged for his
own account or in the capacity of director, officer, employee, partner or
trustee are as follows:

ACADIAN ASSET MANAGEMENT, INC.

Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the
Registrant's International Equity Fund. The principal business address of
Acadian is 260 Franklin Street, Boston, Massachusetts 02110. Acadian is an
investment adviser registered under the Advisers Act.

Ronald Dickson Frashure -- --
Executive V.P., Director

Matthew Vassar Pierce -- --
Senior V.P., Chief Compliance
Officer

Barry Bennett White Foley, Hoag & Eliot Partner
Clerk
</TABLE>

iii
<PAGE>

ALLIANCE CAPITAL MANAGEMENT L.P.

Alliance Capital Management L.P. ("Alliance") is a sub-adviser for the
Registrant's Large Cap Fund. The principal business address of Alliance is 1345
Avenue of the Americas, New York, New York 10105. Alliance is an investment
adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION POSITION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Alliance ALP, Inc. (ALP)
Assignor Limited Partner

Alliance Capital Management
Corporation
General Partner

Luis Javier Bastida Alliance Capital Management Director
Director of General Partner Corporation

Banco Bilbao Vizcaya CFO & Member of the Executive
Committee

Claude Bebear Alliance Capital Management Director
Director of General Partner Corporation

AXA-UAP Chairman of the Executive Board &
CEO

The Equitable Companies Inc. Chairman

John L. Blundin Alliance Capital Management Executive Vice President
Executive Vice President Corporation

David Remson Brewer, Jr. Alliance Capital Management Senior Vice President, General
Sr. Vice President, General Corporation Counsel & Secretary
Counsel & Secretary

Donald Hood Brydon Alliance Capital Management Director
Director Corporation

AXA Investment Managers S.A. Chairman & CEO

Bruce William Calvert Alliance Capital Management Vice Chairman, CIO & Director
Vice Chairman, CIO, Director Corporation

Henri de la Croix de Castries Alliance Capital Management Director
Director Corporation

AXA General Manager

John Donato Carifa Alliance Capital Management President, COO & Director
President, COO, Director Corporation

Kathleen Ann Corbet Alliance Capital Management Executive Vice President
Executive Vice President Corporation

Kevin C. Dolan Alliance Capital Management Director
Director of General Partner Corporation

AXA--UAP Senior Vice President

AXA Investment Managers S.A. Chief Executive Officer
</TABLE>

iv
<PAGE>

AXA Senior Vice President

Alfred Harrison Alliance Capital Management Vice Chairman & Director
Vice Chairman, Director Corporation

Herve Hatt Alliance Capital Management Director
Director of General Partner Corporation

AXA Executive

Michael Hegarty Alliance Capital Management Director
Director Corporation

The Equitable Companies Inc. Vice Chairman, COO & Director

The Equitable Life Assurance Society President, COO & Director
of the United States

Robert Gene Hysterberg Alliance Capital Management Senior Vice President
Senior Vice President Corporation

Jean-Pierre Hellebuyck Alliance Capital Management Director
Director of General Partner Corporation

AXA Chairman

Benjamin Duke Holloway Alliance Capital Management Director
Director Corporation

Nelson Rudolph Jantzen Alliance Capital Management Senior Vice President
Senior Vice President Corporation

Robert Henry Joseph, Jr. Alliance Capital Management Senior VP & CFO
Sr. Vice Pres., CFO Corporation

Wayne D. Lyski Alliance Capital Management Executive Vice President
Executive Vice President Corporation

Mark Randall Manley Alliance Capital Management Senior Vice President, Counsel,
Senior Vice President, Corporation Compliance Officer & Assistant
Counsel, Compliance Secretary
Officer & Assistant
Secretary

Joseph James Melone The Equitable Companies Inc. President, CEO & Director
Director

Alliance Capital Management Director
Corporation

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

Equitable Investment Corporation President
</TABLE>

v
<PAGE>

The Equitable Companies Inc. President & CFO

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

AXA--UAP Senior Executive Vice President

Peter D. Noris Alliance Capital Management Director
Director of General Partner Corporation

The Equitable Life Assurance Society EVP & CIO
of the United States

Joseph Edward Potter Alliance Capital Management Senior Vice President
Senior Vice President Corporation

Frank Savage Alliance Capital Management Director
Director Corporation

The Equitable Life Insurance Society SVP
of the United States

Alden Merle Stewart Alliance Capital Management Executive Vice President
Executive Vice President Corporation

Stanley B. Tulin Alliance Capital Management Director
Director Corporation

The Equitable Companies Inc. Executive Vice President & CFO

The Equitable Life Insurance Society Vice Chairman & CFO
of the United States

Dave Harrel Williams The Equitable Companies Inc. Director
Chairman of the Board,
CEO & Director

Alliance Capital Management Chairman of the Board, CEO &
Corporation Director

The Equitable Life Assurance Society Director
of the United States

Reba White Williams Alliance Capital Management Director
Director Corporation

Robert Bruce Zoellick Alliance Capital Management Director
Director of General Partner Corporation

United States Naval Academy John M. Olin Professor in National
Security Affairs
</TABLE>

vi
<PAGE>

ARTISAN PARTNERS LIMITED PARTNERSHIP

Artisan Partners Limited Partnership ("Artisan") is a sub-adviser for the
Registrant's Large Cap Fund. The principal business address of Artisan is 1000
N. Water Street, Milwaukee, Wisconsin 53202. Artisan is an investment adviser
registered under the Advisers Act.

Lawrence A Totsky
Chief Financial Officer

Mark L. Yockey
Portfolio Manager

Carlene M. Ziegler
Portfolio Manager

Millie A. Hurwitz
Portfolio Manager

Scott C. Satterwhite
Portfolio Manager

Andrew C. Stephens
Portfolio Manager

Robert M. Clark
Marketing & Client Service

Darren W. DeVore
Marketing & Client Service

Michael Steinrueck
Marketing & Client Service
</TABLE>

BLACKROCK FINANCIAL MANAGEMENT, INC.

BlackRock Financial Management, Inc. ("BlackRock") is a sub-adviser for the
Registrant's Core Fixed Income Fund. The principal business address of BlackRock
is 345 Park Avenue, 30th Floor, New York, New York 10154. BlackRock is an
investment adviser registered under the Advisers Act.

BlackRock Advisors, Inc. Managing Director

BlackRock (Japan) Inc. Managing Director

BlackRock International, Ltd. Managing Director

BlackRock Institutional Management Managing Director
Corporation

Provident Advisers, Inc. Managing Director
</TABLE>

vii
<PAGE>

BlackRock Advisors, Inc, General Counsel & Assistant
Secretary

BlackRock (Japan) Inc. General Counsel & Assistant
Secretary

BlackRock International, Ltd. General Counsel & Assistant
Secretary

BlackRock Institutional Management General Counsel & Assistant
Corporation Secretary

Provident Advisers, Inc. General Counsel & Assistant
Secretary

Laurence Douglas Fink BlackRock Financial Management, Inc. Chairman, CEO & Director
Chairman, CEO & Director

BlackRock Advisors, Inc. Chairman, CEO & Director

BlackRock (Japan) Inc. Chairman, CEO & Director

BlackRock International, Ltd. Chairman, CEO & Director

BlackRock Institutional Management Chairman, CEO & Director
Corporation

Provident Advisers, Inc. Chairman, CEO & Director

Hugh Robert Frater BlackRock Financial Management, Inc. Managing Director
Managing Director

BlackRock Advisors, Inc. Managing Director

BlackRock (Japan) Inc. Managing Director

BlackRock International, Ltd. Managing Director

BlackRock Institutional Management Managing Director
Corporation

Provident Advisers, Inc. Managing Director

Henry Gabbay BlackRock Financial Management, Inc. Chief Operating & Compliance Officer
Chief Operating & Compliance Officer

BlackRock Advisors, Inc. Chief Operating & Compliance Officer

BlackRock (Japan) Inc. Chief Compliance Officer

BlackRock International, Ltd. Chief Compliance Officer

BlackRock Institutional Management Chief Compliance Officer
Corporation
</TABLE>

viii
<PAGE>

Bennett William Golub BlackRock Financial Management, Inc. Managing Director
Managing Partner

BlackRock Advisors, Inc. Managing Director

BlackRock (Japan) Inc. Managing Director

BlackRock International, Ltd. Managing Director

BlackRock Institutional Management Managing Director
Corporation

Provident Advisers, Inc. Managing Director

Walter Emmor Gregg, Jr. PNC Asset Management, Inc. Director
Director

PNC Investment Holdings, Inc. Director

PNC Investment Holdings, LLC Director

BlackRock Financial Management, Inc. Director

BlackRock Advisors, Inc. Director

BlackRock (Japan) Inc. Director

BlackRock International, Ltd. Director

BlackRock Institutional Management Director
Corporation

Provident Advisers, Inc. Director

Charles Shaul Hallac BlackRock Financial Management, Inc. Managing Director
Managing Director

BlackRock Advisors, Inc. Managing Director

BlackRock (Japan) Inc. Managing Director

BlackRock International, Ltd. Managing Director

BlackRock Institutional Management Managing Director
Corporation

Provident Advisers, Inc. Managing Director

Robert Steven Kapito BlackRock Financial Management, Inc. Vice-Chairman
Vice Chairman

BlackRock Advisors, Inc. Vice-Chairman

BlackRock (Japan) Inc. Vice-Chairman

BlackRock International, Ltd. Vice-Chairman

BlackRock Institutional Management Vice-Chairman
Corporation
</TABLE>

ix
<PAGE>

James Joseph Lillis BlackRock Financial Management, Inc. Treasurer & Assistant Secretary
Treasurer & Assistant Secretary

BlackRock Advisors, Inc. Treasurer & Assistant Secretary

BlackRock (Japan) Inc. Treasurer & Assistant Secretary

BlackRock International, Ltd. Treasurer & Assistant Secretary

BlackRock Institutional Management Treasurer & Assistant Secretary
Corporation

Provident Advisers, Inc. Treasurer & Assistant Secretary

Barbara Goldman Novick BlackRock Financial Management, Inc. Managing Director
Managing Director

BlackRock Advisors, Inc. Managing Director

BlackRock (Japan) Inc. Managing Director

BlackRock International, Ltd. Managing Director

BlackRock Institutional Management Managing Director
Corporation

Provident Advisers, Inc. Managing Director

Thomas Henry O'brien PNC Bank Corp. Chairman, CEO & Director
CEO, Chairman, Director
PNC Bank Corp.

PNC Bank Financial Management, Chairman
National Association

Helen Pomerantz Pudlin PNC Asset Management, Inc. Director
Director

PNC Investment Holdings, LLC Director

BlackRock Financial Management, Inc. Director

BlackRock Advisers, Inc. Director

BlackRock (Japan) Inc. Director

BlackRock International, Ltd. Director

BlackRock Institutional Director

BlackRock Institutional Management Director
Corporation

Provident Advisers, Inc. Director

James Edward Rohr PNC Asset Management Inc. Director
Director
</TABLE>

x
<PAGE>

PNC Investment Holdings, LLC Director

BlackRock Financial Management, Inc. Director

BlackRock Advisors, Inc. Director

BlackRock (Japan) Inc. Director

BlackRock International, Ltd. Director

BlackRock Institutional Management Director
Corporation

Provident Advisers, Inc. Director

PNC Bank Corp. President, Director

PNC Bank, National Association Director

Karen Horwitz Sabath BlackRock Financial Management, Inc. Managing Director
Managing Director

BlackRock Advisors, Inc. Managing Director

BlackRock (Japan) Inc. Managing Director

BlackRock International, Ltd. Managing Director

BlackRock Institutional Management Managing Director
Corporation

Provident Advisers, Inc. Managing Director

Susan Lynne Wagner BlackRock Financial Management, Inc. Chief Financial Officer, Secretary
Chief Financial Officer, Secretary

BlackRock Advisors, Inc. Chief Financial Officer, Secretary

BlackRock (Japan) Inc. Chief Financial Officer, Secretary

BlackRock International, Ltd. Chief Financial Officer, Secretary

BlackRock Institutional Management Chief Financial Officer, Secretary
Corporation

Provident Advisers, Inc. Chief Financial Officer, Secretary
</TABLE>

CAPITAL GUARDIAN TRUST COMPANY

Capital Guardian Trust Company ("CGTC") is a sub-adviser for the
Registrant's International Equity Fund. The principal business address of CGTC
is 333 South Hope Street, Los Angeles, California 90071.

xi
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ---------------------------- ----------------------------------------- ----------------------------------------
<S> <C> <C>
Richard C. Barker Capital Group International, Inc. Vice Chairman of the Board and Director
Capital International Limited Chairman of the Board

Michael D. Beckman Capital Guardian Research Company Treasurer
Senior Vice President, Capital Guardian Trust Company, a Nevada Director
Treasurer, and Director Corporation

David I. Fisher The Capital Group Companies, Inc. Chairman of the Board
Chairman of the Board Capital Group International, Inc. President, Director
Capital International, Inc. Vice Chairman of the Board
Capital International S.A. Chairman of the Board
Capital International Limited Vice Chairman
Capital International K.K. Vice Chairman
Capital Group Research, Inc. Director
Capital Research Company Director
Capital Research International Director

William H. Hurt Capital Guardian Trust Company, a Nevada Chairman of the Board
Senior Vice President and Corporation
Director Capital Strategy Research, Inc. Chairman of the Board

Robert G. Kirby The Capital Group Partners L.P. Senior Partner
Director and portfolio
manager

Nancy J. Kyle -- --
Senior Vice President-
International, Director of
the Executive Committee,
international equity and
emerging markets portfolio
manager

Karin L. Larson Capital Guardian Research Company President, Director of Research and
Director member of the Board
Capital Research International President, Director of Research and
member of the Board
The Capital Group Companies, Inc. Director

D. James Martin Capital Guardian Research Company Senior Vice President and Director
Director

John McIlwralth Capital International Limited Senior Vice President and Director
Senior Vice President-
International and Director

James R. Mulally Capital Guardian Research Company Director
Senior Vice President, Capital Research Company Vice President
Director and Chairman of Capital International Limited Senior Vice President
the Fixed Income
Subcommittee
</TABLE>

xii
<PAGE>

Robert Ronus Capital Research International Chairman of the Board
President and Director Capital International S.A. Senior Vice President
Capital International Limited Senior Vice President

Theodore R. Samuels Capital Guardian Research Company Director
Senior Vice President and
Director, portfolio manager

John B. Seiter Capital Group International, Inc. Senior Vice President
Executive Vice President The Capital Group Companies, Inc. Vice President
and Director

Eugene P. Stein Capital Guardian Research Company Director
Executive Vice President,
Director, portfolio manager
and Chairman of the
Investment Committee

Edus H. Warren The Capital Group Partners, L.P. Senior Partner
</TABLE>

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED

Coronation Asset Management (Proprietary) Limited ("Coronation") is a
sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal
business address of Coronation is 80 Strand Street, Cape Town, South Africa
8001. Coronation is an investment adviser registered under the Advisers Act.

David L. Barnes Coronation Holdings Limited Director and CEO
Director African Harvest Limited Director

Hugh Richard Broadhurst -- --
Director and Investment Manager

Philip Leon Campher Coronation Holdings Limited Director
Director African Harvest Limited Director & COO

Michielse Matthys du Toit -- --
Managing Director (President)

Anthony John Gibson -- --
Director and Chief Investment
Officer

Bruce Meredith Ilsley Sage Group Limited Director and CEO
Director
</TABLE>

xiii
<PAGE>

Gavan Mark Ryan Coronation Holdings Limited Director and Chairman
Director and Chairman

Andrew Charles Salmon -- --
Director and Investment Manager

John Ashley Snalam -- --
Financial Director and Compliance
Officer

Louis Francois Stassen -- --
Director and Investment Manager
</TABLE>

CREDIT SUISSE ASSET MANAGEMENT LLC/AMERICAS

Credit Suisse Asset Management LLC/Americas ("Credit Suisse") is the
sub-adviser for the Registrant's High Yield Fund. The principal business address
of Credit Suisse is One Citicorp Center, 153 East 53rd Street, New York, New
York 10022. Credit Suisse is an investment adviser registered under the Advisers
Act.

CS Advisers Corporation
General Partner

Phillip Maxwell Colebatch Credit Suisse Asset Management Ltd. President/head of CS Global Asset
Member of Partnership Board Management

Jeffrey Alan Geller -- --
Member of Partnership Board

Robert John Moore -- --
COO/Member of Partnership Board

William Wallace Priest, Jr. Credit Suisse Asset Management Ltd. Managing Director
CEO/Member of Partnership Board

Philip Keebler Ryan Credit Suisse Asset Management Ltd. Chief Financial Officer
Member of Partnership Board

William Paul Sterling Credit Suisse Asset Management Ltd. Managing Director
Member of Partnership Board
</TABLE>

xiv
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Timothy Torrey Taussig Credit Suisse Asset Management Ltd. Managing Director
Member of Partnership Board
</TABLE>

CREDIT SUISSE ASSET MANAGEMENT LIMITED

Credit Suisse Asset Management Limited ("Credit Suisse") is a sub-adviser
for the Registrant's Emerging Market Equity Fund. The principal business address
of Credit Suisse is Beaufort House, 15 St. Botolph Street, London, EC3A 7JJ.

David Maxwell Collins -- --
Compliance Officer

Neil D. Gregson -- --
Director-Investment Management

William Arthur Kendrick Edmonds -- --
Company Secretary

Harjeet Heer -- --
Director-Investment Management

Heinz Hofmann Credit International Fund Holding Chief Executive
Managing Director Ltd.

Beatrice Hannah Millicent Hollond -- --
Managing Director

Stephanie E. Howard -- --
Director-Investment Management

Robert Warren Jenkins -- --
Chief Operating Officer

Ramesh Lakshman -- --
Director-Investment Management

Patricia Jeanne Maxwell-Arnot -- --
Managing Director

Stephen John Maynard -- --
Finance Director
</TABLE>

xv
<PAGE>

William Charles Mott -- --
Managing Director

Robert John Parker CS First Boston Investment Director
Chief Executive Management Corporation

William Wallace Priest, Jr. Credit Suisse Asset Management CEO/Executive Director/Exec
Managing Director Comm/Portfolio Manager

Dilip Krishna Rasgotra -- --
Managing Director

Emanuele Stefano Ravano -- --
Director-Investment Management

Winifred Robbins -- --
Director-Investment Management

William Paul Sterling Credit Suisse Asset Management Managing Director/portfolio Manager
Managing Director

Stephen Maxwell Swift -- --
Managing Director

Timothy Torrey Taussig Credit Suisse Asset Management Executive Director/Executive
Managing Director Committee

Dominic Wallington -- --
Director-Investment Management

Heinrich Hans Wegman Credit Suisse Asset Management Chief Executive
Managing Director

Glenn Wellman -- --
Managing Director
</TABLE>

FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC

Firstar Investment Research & Management Company, LLC ("FIRMCO") is a
sub-adviser for the Registrant's Core Fixed Income Fund. The principal business
address of FIRMCO is 777 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin
53202. FIRMCO is an investment adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
John Alphonsus Becker Firstar Corporation President & COO
Manager
</TABLE>

xvi
<PAGE>

Dennis A. Wallestad -- --
Compliance Officer

Robert Loudon Webster Firstar Trust Company President
Manager

Marian E. Zentmyer -- --
Chief Investment Officer

Todd M. Krieg -- --
Manager

Jeffrey Morna Squires -- --
Compliance & Operations Officer

Laura Jean Rauman -- --
Vice President, Secretary/ Treasurer
</TABLE>

LSV ASSET MANAGEMENT

LSV Asset Management ("LSV") is a sub-adviser for the Registrant's Large Cap
and Small Cap Funds. The principal business address of LSV is 181 West Madison
Street, Chicago, Illinois 60602. LSV is an investment adviser registered under
the Advisers Act.

Lakonishok Corporation -- --
General Partner

Josef Lakonishok University of Illinois Professor
Principal, CEO

SEI Funds, Inc. -- --
General Partner

Shleifer Corporation -- --
General Partner

Andrei Shleifer Harvard University Professor
Principal

Kathryn Leigh Stanton SEI Corporation VP--Legal
Management Committee

Vishny Corporation -- --
General Partner
</TABLE>

xvii
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Robert W. Vishny University of Chicago, Graduate Professor
Principal School of Business

Al West SEI Corp. CEO
(Management Committee)

Kevin Robbins -- General Counsel
(Management Committee)

Tremaine Atkinson Formerly with PricewaterhouseCoopers Principal Consultant
COO within last 2 yrs.
</TABLE>

MELLON BOND ASSOCIATES, LLP

Mellon Bond Associates, LLP ("Mellon Bond") is a Sub-Adviser to the Fund's
Bond Index Fund. The principal business address of Mellon Bond is Mellon Bank
Center, 1735 Market Street, Philadelphia, Pennsylvania 19101-7899. Mellon Bond
is an investment adviser registered under the Advisers Act.

William Keith Smith TBCAM Holdings, Inc. Director
Executive Committee

Franklin Portfolio Holdings, Inc. Director

Boston Safe Advisors, Inc. Director

Buck Consultants Chairman

The Dreyfus Corporation Chairman

The Bridgewater Land Co., Inc. President, Director

Mellon Preferred Capital Corporation President, Director

Wellington-Medford II Properties, Inc. President, Director

TBC Securities Co., Inc. President, Director

The Boston Company, Inc. Chairman of The Board, CEO

Boston Safe Deposit and Trust Company Chairman of the Board, CEO, Director,
Chairman of Exec. Committee

Boston Group Holdings, Inc. CEO, Director, Chairman

Mellon Europe Limited Director

Laurel Capital Advisors, LLP Executive Committee

Mellon Equity Associates, LLP Executive Committee

Mellon Global Investing Corp. Director

Mellon Financial Services Corp. #18 Vice Chairman & Director

Mellon Accounting Services, Inc. Director
</TABLE>

xviii
<PAGE>

Mellon Capital Management Corp. Director

Mellon Financial Company Director, Chairman

Mellon Bank, N.A. Senior Vice Chairman

Ronald Phillip O'Hanley, III Franklin Portfolio Holdings, Inc. Director
Chairman, Executive
Committee

The Boston Company Asset Management, Director
Inc.

Boston Safe Advisors, Inc. Director

Mellon Capital Management Corporation Director

Certus Asset Advisors Corporation Director

Mellon Equity Associates, LLP Executive Committee Chairman

Mellon-France Corporation Director

Laurel Capital Advisors, LLP Executive Committee

CCF-Mellon Partners Partner Representative

Christopher Mark Condron The Boston Company Asset Management, President, Chairman
Executive Committee LLC

TBCAM Holdings, Inc. President, Director, Chairman

The Dreyfus Corporation President, CEO, COO, Director

Franklin Portfolio Holdings, Inc. Director

Certus Asset Advisors Corporation Director

Boston Safe Advisors, Inc. President, Director

Mellon Capital Management Corporation Director

Mellon Equity Associates, LLP Executive Committee

Mellon Bank, N.A. President, COO

Mellon Bank Corporation Director

The Boston Company, Inc. Director

Laurel Capital Advisors, LLP Executive Committee

The Boston Company Financial President, Director
Strategies, Inc.

James Milton Gockley Mellon Securities Trust Company Vice President
Executive Committee

Dreyfus Investment Services Corporation Vice President
</TABLE>

xix
<PAGE>

Boston Safe Deposit and Trust Company General Counsel

The Boston Company, Inc. General Counsel

Mellon Accounting Services, Inc. Vice President

Mellon Capital Management Corporation Vice President

Mellon Equity Associates, LLP Executive Committee

Mellon Financial Services Corp #17 Vice President

Mellon-France Corporation Vice President

Paul Roger McCaan The Dreyfus Corporation Portfolio Manager
President/CEO, Executive
Committee

William Folwell Adam Executive -- --
Vice President

David Burch Chittim Senior -- --
Vice President

Joan Antoniazzi Greene Mellon Equity Associates Treasurer
Treasurer

Mellon Capital Management Corp. Treasurer

Mellon Securities Trust Company Assistant Treasurer

Mellon Bank Treasurer

John Kenneth Milne Executive -- --
Vice President

Laurie Ann Carroll -- --
Senior Vice President

Gregory Daniel Curran -- --
Senior Vice President

Ailsa Taylor Keglar -- --
Vice President

Christopher Michael Pelligrino -- --
Vice President

Nancy Gail Rogers -- --
Vice President

Gerald Alan Thomas Senior Vice -- --
President

Deborah S. Wingerson -- --
Vice President
</TABLE>

xx
<PAGE>

MELLON EQUITY ASSOCIATES, LLP

Mellon Equity Associates ("Mellon Equity") is a sub-adviser for the
Registrant's Large Cap and Small Cap Funds. The principal business address of
Mellon Equity is 500 Grant Street, Suite 3715, Pittsburgh, PA 15258. Mellon
Equity is an investment adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Ronald Phillip O'Hanley Franklin Portfolio Holdings, Inc. Director
Chairman, Executive Committee Member

The Boston Company Asset Management, Director
Inc.

Boston Safe Advisors, Inc. Director

Mellon Capital Management Director
Corporation

Certus Asset Advisors Corporation Director

Mellon Bond Associates, LLP Chairman, Executive Committee Member

Mellon-France Corporation Director

Mellon Global Investing Corp. Director, Chairman, President, Chief
Executive Officer

Christopher Mark Condron The Dreyfus Corporation President, COO
Trustee

Franklin Portfolio Associates Trust Trustee

Pareto Partners Partner Representative

The Boston Company Asset Management President
Inc.

Certus Asset Advisors Corporation Director

The Boston Company of Southern CEO/Director
California

Access Capital Strategies Corp. Executive Committee Member

Mellon Bond Associates Trustee

Mellon Capital Management Corp. Director

The Boston Company Income Securities Director/President
Advisors Inc.

The Boston Company Asset Mgmt. Inc. President, Chief Operating Officer,
Director

Mellon Bank, N.A. Director

Mellon Bank Corporation Executive VP/Chairman
</TABLE>

xxi
<PAGE>

The Boston Company Inc. Director/Vice Chairman

Laurel Capital Advisors Trustee

Boston Safe Deposit & Trust Co. of
California

James Milton Gockley Franklin Portfolio Associates Trust Vice President, Chief Legal Officer
Trustee

Mellon Securities Trust Company Vice President

Boston Safe Deposit And Trust Vice President
Company

The Boston Company, Inc. General Counsel

Mellon Accounting Services, Inc. Vice President

Mellon Bond Associates, LLP Vice President, Executive Committee
Member

Mellon Capital Management Vice President
Corporation

Mellon Financial Services Corp. Trustee/Vice President

Mellon-France Corporation Vice President

Mellon Bank, N.A. Vice President, Assistant General
Counsel, Assistant Secretary

Joan Antoniazzi Greene Mellon Bond Associates, LLP Treasurer
Treasurer

Mellon Securities Trust Company Assistant Treasurer

William P. Rydell Mellon Bank, N.A. Vice President
President and CEO, Executive
Committee Member

The Dreyfus Corporation Group Manager

Robert A. Wilk Mellon Bank, N.A. Vice President
Senior Vice President

The Dreyfus Corporation Portfolio Manager

John R. O'Toole Mellon Bank, N.A. Vice President
Senior Vice President

The Dreyfus Corporation Portfolio Manager

Steven A. Falci Mellon Bank, N.A. Vice President
Senior Vice President

The Dreyfus Corporation Portfolio Manager
</TABLE>

xxii
<PAGE>

The Dreyfus Corporation Portfolio Manager

Scott D. Pitz Dewey Square Investors Corporation Portfolio Manager
Senior Vice President (2/85-10/98)

John W. Keller The Dreyfus Corporation Trader
Senior Vice President/Director of
Trading
</TABLE>

MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.

Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management") is a sub-adviser for the Registrant's Emerging Market Equity Fund.
The principal business address of MSDW Investment Management is 1221 Avenue of
the Americas, New York, NY 10020. MSDW Investment Management is an investment
adviser registered under the Adviser Act.

Barton M. Biggs Morgan Stanley Dean Witter & Co. Managing Director
Chairman, Director and Managing Incorporated
Director

Dennis G. Sherva Morgan Stanley Dean Witter & Co. Managing Director
Director and Managing Director Incorporated

Harold J. Schaff, Jr. Morgan Stanley Dean Witter & Co. Principal
General Counsel, Secretary and Incorporated
Principal

Donald P. Ryan Morgan Stanley Dean Witter & Co. Principal
Compliance Officer and Principal Incorporated

John R. Alkire Morgan Stanley Dean Witter Asset & Managing Director
Managing Director Investment Trust Management Co.,
Limited

Morgan Stanley Dean Witter & Co. Managing Director
Incorporated

Peter D. Caldecott Morgan Stanley Dean Witter Managing Director
Managing Director and Member of Investment Management, Ltd.
Executive Committee

Morgan Stanley Dean Witter Vice President & Investment Manager
International

David Martin Darst Morgan Stanley Dean Witter & Co. Managing Director
Managing Director Incorporated

Robert L. Meyer -- Managing Director
Managing Director
</TABLE>

xxiii
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Russell Christopher Platt Morgan Stanley Dean Witter & Co. Managing Director
Managing Director Incorporated

Vinod Sethi Morgan Stanley Dean Witter & Co. Managing Director
Managing Director Incorporated

Marna C. Whittington Miller Anderson & Sherrerd, LLP Exec. Committee Member
Chief Operating Officer, Managing
Director and Member of Executive
Committee

Richard B. Worley Miller Anderson & Sherrerd, LLP Portfolio Manager and Executive
President, Director, Portfolio Committee Member
Manager and Member of Executive
Committee

MAS Fund Distribution, Inc. Registered Representative

Morgan Stanley & Co. Incorporated Managing Director
</TABLE>

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT, INC.

Nicholas-Applegate Capital Management, Inc. ("Nicholas-Applegate") is a
sub-adviser for the Registrant's Small Cap Fund and Emerging Markets Equity
Fund. The principal business address of Nicholas-Applegate is 600 West Broadway,
29th Floor, San Diego, California 92101. Nicholas-Applegate is an investment
adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Thomas E. Bleakley -- --
Limited Partner of LP
Mark J. Correnti -- --
Limited Partner of LP
Laura Stanley DeMarco -- --
Limited Partner of LP
Andrew B. Gallagher Nicholas-Applegate Capital Partner, Portfolio Manager,
Limited Partner of LP Management Institutional Equity Management
Richard E. Graf -- --
Limited Partner of LP
Peter J. Johnson -- --
Limited Partner of LP
Jill B. Jordan -- --
Limited Partner of LP
John J. Kane -- --
Limited Partner of LP
James E. Kellerman -- --
Limited Partner of LP
George C. Kenney -- --
Limited Partner of LP
Pedro V. Marcal -- --
Limited Partner of LP
</TABLE>

xxiv
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
James T. McComsey -- --
Limited Partner of LP
Edward B. Moore, Jr. -- --
Limited Partner of LP
Arthur E. Nicholas Nicholas-Applegate Securities President, Chairman
Managing Partner Nicholas-Applegate Capital Chairman, Dir. of Gen Partner, CIO
Management
Thomas Pindelski -- --
Limited Partner of LP
John R. Pipkin -- --
Limited Partner of LP
Frederick S. Robertson Nicholas-Applegate Capital Partner, CIO/Fixed Income
Limited Partner of LP Management
Catherine C. Somhegyi Nicholas-Applegate Capital CIO, Global Equity Management,
Limited Partner of LP Management Partner, and Portfolio Manager
Lawrence S. Speidell -- --
Limited Partner of LP
Todd L. Spillane -- --
Director of Compliance
James W. Szabo -- --
Limited Partner of LP
Nicholas-Applegate Global Holding -- --
Co. LP
Limited Partner
Nicholas-Applegate Capital -- --
Management Inc.
Limited Partner of Limited
Partner
</TABLE>

OECHSLE INTERNATIONAL ADVISORS, LLC

Oechsle International Advisors, LLC ("Oechsle") is a sub-adviser for the
Registrant's International Equity Fund. The principal business address of
Oechsle is One International Place, 23rd Floor, Boston, Massachusetts 02110.
Oechsle is an investment adviser registered under the Advisers Act.

xxv
<PAGE>

PROVIDENT INVESTMENT COUNSEL, INC.

Provident Investment Counsel, Inc. ("Provident") is a sub-adviser for the
Registrant's Large Cap Fund. The principal business address of Provident is 300
North Lake Avenue, Pasadena, CA 91101. Provident is an investment adviser
registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Thad Michael Brown -- --
SVP, CFO
Thomas John Condon -- --
Managing Director
Lauro F. Guerra -- --
Managing Director
George Edward Handtmann III -- --
Executive Managing Director
Robert Marvin Kommerstad -- --
President/Chairman
Jeffrey John Miller -- --
Managing Director
Larry Dee Tashjian -- --
Executive Managing Director
</TABLE>

RS INVESTMENT MANAGEMENT, L.P.

RS Investment Management, L.P. ("RS") is a sub-adviser for the Registrant's
Small Cap Fund. 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") is the sub-adviser for the
Registrant's Emerging Markets Debt Portfolio. The principal address of SBAM is 7
World Trade Center, New York, New York 10048. SBAM is an investment adviser
registered under the Advisers Act.

Howard M. Darmstadter Travelers Group, Inc. Assistant General Counsel
Assistant Secretary

Noel B. Daugherty Salomon Brothers, Inc. Legal Assistant
Assistant Secretary

Vilas V. Gadkari Salomon Brothers Asset Management Managing Director & Chief Investment
Director Limited Officer

Salomon Brothers, Inc. Managing Director
</TABLE>

xxvi
<PAGE>

Salomon Brothers Asset Director, Chairman
Management Limited

Thomas W. Jasper
Treasurer

Alan M. Mandel Salomon Brothers, Inc. Director
Vice President-Chief Operating
Officer-Portfolios

Marcus A. Peckman Salomon Brothers, Inc. Director
Vice President-Chief Financial
Officer

Michael F. Rosenbaum Salomon Brothers Asset Chief Legal Officer
Chief Legal Officer Management Limited

Salomon Brothers Asia Pacific Chief Legal Officer
Limited

The Travelers Group Inc. Corporate Secretary

Mitchel E. Schulman Salomon Brothers, Inc. Director/COO Portfolios
Director-Chief Operating
Officer-Portfolios

Zachary Snow Salomon Brothers, Inc. Managing Director
Secretary
</TABLE>

SANFORD C. BERNSTEIN & CO., INC.

Sanford C. Bernstein & Co., Inc. ("Bernstein") is a sub-adviser for the
Registrant's Large Cap Fund. The principal business address of Bernstein is 767
Fifth Avenue, New York, New York 10153.

xxvii
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Marilyn Goldstein Fedak -- --
Senior Vice President, Chief
Investment Officer--U.S. Equities,
Director
Michael L. Goldstein -- --
Senior Vice President--Chief
Investment Strategist, Director
Thomas S. Hexner -- --
Senior Vice President--Private
Client Services
Gerald M. Lieberman -- --
Senior Vice President--Finance and
Administration
Jean Margo Reid -- --
Senior Vice President, General
Counsel, Director
Francis H. Trainer, Jr. -- --
Senior Vice President, Chief
Investment Officer--Fixed Income,
Director
</TABLE>

SAWGRASS ASSET MANAGEMENT, LLC

Sawgrass Asset Management, LLC is a sub-adviser for the Registrant's Small
Cap Fund. The principal business address of Sawgrass Asset Management, LLC is
4337 Pablo Oaks Court, Building 200, Jacksonville, Florida 32224.

xxviii
<PAGE>

SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED

Scottish Widows Investment Management Limited ("Scottish Widows") is a
sub-adviser for the Registrant's International Equity Fund. The principal
business address of Scottish Widows is P.O. Box 17036, 69 Morris Street,
Edinburgh EH3 8YF, Scotland.

SEI INVESTMENTS MANAGEMENT CORPORATION

SEI Investments Management Corporation ("SIMC") is the adviser for the Large
Cap, Large Cap Value, Large Cap Growth, Small Cap, Emerging Markets Equity,
International Equity, Core Fixed Income, High Yield Bond and International Fixed
Income Funds. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC is
an investment adviser registered under the Advisers Act.

Maryeva Schmitt Kindelan SEI Investments Company Director of Advisory Services
Director of Advisory Services

Richard B. Lieb SEI Investments Company Executive Vice President
Executive Vice President

SEI Investments Corporation Executive Vice President

Edward D. Loughlin SEI Investments Company Executive Vice President
Executive Vice President

SEI Investments Corporation Executive Vice President

Sandra K. Orlow SEI Investments Company CCO, Vice President and Asst.
CCO, Vice President & Asst. Secretary

SEI Investments Company Vice President and Asst. Secretary

Kevin P. Robins SEI Investments Company General Counsel
General Counsel, Sr. VP & Secretary

Carmen V. Romeo SEI Investments Company Executive VP
Executive VP, Director & CFO

Alfred P. West, Jr. SEI Investments Company Chairman and CEO
Chairman, CEO, Director
</TABLE>

SG PACIFIC ASSET MANAGEMENT, INC.

SG Pacific Asset Management, Inc. ("SG Pacific") is a sub-adviser for the
Registrant's International Equity and Emerging Markets Equity Funds. The
principal business address of SG Pacific is 30 Wall Street, 8th Floor, New York,
New York 10005. SG Pacific is an investment adviser registered under the
Advisers Act.

Yoichi Kataoka SG Yamaichi Asset Management Managing Director
President, Director
</TABLE>

xxix
<PAGE>

SGY ASSET MANAGEMENT (SINGAPORE) LIMITED

SGY Asset Management (Singapore) Limited ("SGY") is a sub-adviser for the
Registrant's International Equity and Emerging Markets Equity Funds. The
principal address of SGY is 138 Robinson Road #13-01/05, Hong Leong Center,
Singapore, 068906. SGY is an investment adviser registered under the Advisers
Act.

Marco Sau Kwan Wong -- --
Director & Portfolio Manager

Laurent Michel Bertiau -- --
Co-Managing Director

Hiroo Takaishi SG Yamaichi Asset Management Executive Vice President
Director

Christian D'Allest Societe Generale Asset Management Head of International Network
Director

Philippe Collas Societe Generale Asset Management Chairman
Director
</TABLE>

SG YAMAICHI ASSET MANAGEMENT CO., LTD.

SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi") is a sub-adviser for
the Registrant's International Equity Fund. The principal business address of SG
Yamaichi is 5-1. Nihombashi Kabutocho, Chuo-ku, Tokyo 103, Japan. SG Yamaichi is
an investment adviser registered under the Advisers Act.

Hiroo Takaishi SG Asset Management (H.K.) Managing Director
Executive Vice President

Katsumi Deguchi -- --
Executive Vice President

Michael Fromaget -- --
Executive Vice President

Masami Fukuoka -- --
Managing Director

Naoshi Saito -- --
Managing Director, Compliance
Officer

Shigeharu Shiraishi -- --
Managing Director

Tatsuo Nakajima -- --
Auditor

Teijiro Yamada -- --
Director

Yoichi Kataoka SG Pacific Asset Management President
Managing Director
</TABLE>

xxx
<PAGE>

Kazuo Ohnuma -- --
Auditor

Tomoko Sasahara -- --
Auditor

Tokuo Ukon -- --
Managing Director

Takeo Igeta -- --
Director

Bruno Leroy -- --
Director
</TABLE>

STRATEGIC FIXED INCOME, LLC

Strategic Fixed Income, LLC ("SFI") is a sub-adviser for the Registrant's
International Fixed Income Fund. The principal business address of SFI is 1001
Nineteenth Street North, 17th Floor, Arlington, Virginia 22209. SFI is an
investment adviser registered under the Advisers Act.

Gobi Investment, Inc. -- --
General Partner

Strategic Investment Management -- --
(SIM) Limited Partner

Kenneth A. Windheim -- --
President, CIO, Managing Director
</TABLE>

TCW FUNDS MANAGEMENT, INC.

TCW Funds Management, Inc. ("TCW") is an investment sub-adviser for the
Registrant's Large Cap Growth Fund. The principal address of TCW is 865 S.
Figuero Street, Suite 1800, Los Angeles, CA 90017. TCW is an investment adviser
registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Alvin Robert Albe, Jr. TCW/Latin America Partners, L.L.C. Director of Member
Director & Exec. VP, Fin. & Admin.
TCW Advisors, Inc. Director/Executive VP--Finance &
Admin.
TCW Asia Limited Director
TCW Investment Management Company Director, CAO, Managing Director &
Vice President
TCW London International, Limited Director/Exec. VP--Finance & Admin.
</TABLE>

xxxi
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
TCW Asset Management Company Director/Exec. VP--Finance & Admin.
Trust Company of the West Director/Exec. VP--Finance & Admin.
The TCW Group, Inc. Exec. VP--Finance & Admin.
TCW Americas Development, Inc. Director, CAO
Mark Louis Attanasio TCW/Crescent Mezzanine, L.L.C. Director & Managing Director
Group MD & CIO-- International Fixed
Income
TCW Investment Management Company Group Managing Director & CIO--Below
Investment Grade Fixed Income
TCW Asset Management Company Director & Group Managing Director &
CIO--Below Investment Grade Fixed
Income
Trust Company of the West Group Managing Director & CIO--Below
Investment Grade Fixed Income
Crescent MACH I G.P. Corporation Senior Vice President
Crescent Interfunding Partners Principal
("CIP")
Philip Alan Barach TCW Advisors, Inc. Group Managing director &
Grp. MD & CIO--International Fixed CIO--Investment Grade Fixed Income
Income
TCW Investment Management Company Group Managing director &
CIO--Investment Grade Fixed Income
TCW Asset Management Company Director & Group Managing director &
CIO--Investment Grade Fixed Income
Trust Company of the West Group Managing director &
CIO--Investment Grade Fixed Income
Javier Weichers Baz TCW/Latin America Partners L.L.C. Investment Committee Member
Managing Director, CIO--
International & Ch. IAAC
TCW London International, Limited Director, President & CEO
TCW Asia Limited CIO--International
TCW Asset Management Company director & Managing Director,
CIO--International & Chairman,
International Asset Allocation
Committee
</TABLE>

xxxii
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Trust Company of the West Managing Director, CIO--
International & Chairman,
International Asset Allocation
Committee
Michael Edward Cahill TCW/Latin America Partners, L.L.C. Managing Director & Gen. Counsel of
General Counsel, Sec. & Managing Member
Director
TCW/Crescent Mezzanine, L.L.C. Vice President & Secretary
TCW Advisors, Inc. Managing Director, General Counsel &
Secretary
TCW Asia Limited Director
TCW Investment Management Company Managing Director, general Counsel &
Secretary
TCW London International, Limited Director & Managing Director,
General Counsel & Secretary
TCW Americas Development, Inc. General Counsel and Assistant
Secretary
TCW Asset Management Company Managing Director, General Counsel &
Secretary
Trust Company of the West Managing Director, General Counsel &
Secretary
The TCW Group, Inc. Managing Director, General Counsel &
Secretary
Robert Addison Day TCW/Latin America Partners, L.L.C. Shareholder of Parent Member
Indirect Owner
TCW Advisors Inc. Director (COB) & Chief Executive
Officer
TCW Asia Limited Member--Comprehensive Asset
Allocation and International Asset
Allocation Committees
TCW London International, Limited Member--Comprehensive Asset
Allocation and International Asset
Allocation Committees
TCW Investment Management Company Member--Comprehensive Asset
Allocation and International Asset
Allocation Committees
The TCW Group, Inc. Director (COB) & Chief Executive
Officer
Oakmont Corporation Chairman of the Board
TCW Asset Management Company Director (COB) & Chief Executive
Officer
Trust Company of the West Director (COB) & Chief Executive
Officer
Ernest Odin Ellison TCW Investment Management Company Chairman, Investment Policy
Ch., Investment Policy Committee Committee
TCW Advisors, Inc. Investment Committee Member
</TABLE>

xxxiii
<PAGE>

Thomas Ernest Larkin, Jr. TCW/Latin America Partners, L.L.C. Shareholder of Parent Member
Chairman of the Board
TCW Advisors, Inc. Director--Vice Chairman
TCW Investment Management Company Director--Vice Chairman
TCW Americas Development, Inc. Director
TCW Asset Management Company Director--Vice Chairman
Trust Company of the West Director and President
The TCW Group, Inc. Director, Exec. VP & Managing
Director
Hillary Gillian Darcy Lord TCW Advisors, Inc. Managing Director, CCO & Asst.
Managing Director, CCO, & Asst. Secretary
Secretary
TCW Investment Management Company Managing Director, CCO & Asst.
Secretary
The TCW Group, Inc. Managing Director, CCO & Asst.
Secretary
</TABLE>

xxxiv
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
TCW Asset Management company Managing Director, CCO & Asst.
Secretary
Trust Company of the West Managing Director, CCO & Asst.
Secretary
Ronald Elwin Robison TCW Asset Management Company Managing Director
COO & Managing Director
Trust Company of the West Managing Director
William Charles Sonneborn TCW Advisors, Inc. Managing Director, CFO & Asst.
CFO, Managing Director, & Asst. Sec. Secretary
TCW America Development, Inc. Treasurer & Asst. Secretary
TCW Asset Management Company Managing Director, CFO & Asst.
Secretary
TCW/Crescent Mezzanine, L.L.C. CFO
TCW Investment Management Company Managing Director, CFO & Asst.
Secretary
TCW London International, Limited Managing Director, CFO & Asst.
Secretary
Trust Company of the West Managing Director, CFO & Asst.
Secretary
The TCW Group, Inc. Managing Director, CFO & Asst.
Secretary
TCW/Latin American Partners, L.L.C. Managing Director, CFO & Asst.
Secretary
Marc Irwin Stern TCW/Latin America Partners, L.L.C. Management Committee Member
Director and President
TCW/Crescent Mezzanine, L.L.C. Director
TCW Advisors, Inc. Director, Vice Chairman
TCW Special Credits Investment Committee Member
TCW Asia Limited Chairman of the Board & Invest.
Comm. Member
TCW Investment Management Company Director, Vice Chairman
TCW London International, Limited Chairman of the Board
TCW Asset Management Company Director, Vice Chairman
The TCW Group, Inc. Director & President
Trust Company of the West Director, Exec. VP & Group Managing
Director
</TABLE>

xxxv
<PAGE>

Wellington Management Company, LLP ("WMC") serves as an investment adviser
for each of the Funds. The principal address of WMC is 75 State Street, Boston,
Massachusetts 02109. WMC is an investment adviser registered under the Advisers
Act.

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- --------------------------------------- ------------------------------- ---------------------------------------
<S> <C> <C>
Kenneth Lee Abrams -- --
General Partner
Nicholas Charles Adams -- --
General Partner
Rand Charles Alexander -- --
General Partner
Deborah Louise Allison -- --
General Partner
James Halsey Averill -- --
General Partner
Karl E. Bandtel -- --
General Partner
Marie-Claude Petit Bernal -- --
General Partner
William Nicholas Booth -- --
General Partner
Paul Braverman -- --
General Partner
Robert A. Bruno -- --
General Partner
Pamela Dippel -- --
General Partner
Robert Wren Doran Wellington Trust Company, NA Director & Chairman of the Board
General Partner and of the Executive Committee
Charles Townsend Freeman -- --
General Partner
Laurie Allen Gabriel -- --
General Partner
Frank Joseph Gilday, III -- --
General Partner
John Herrick Gooch Wellington Management Partner
General Partner International
Wellington Trust Company, NA Director & Vice President
Nicholas Peter Greville Wellington Management Partner
General Partner International
Paul J. Hammel -- --
General Partner
William Claude Sandifer Hicks -- --
General Partner
Paul David Kaplan -- --
General Partner
John Charles Keogh -- --
General Partner
</TABLE>

xxxvi
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- --------------------------------------- ------------------------------- ---------------------------------------
<S> <C> <C>
George Cabot Lodge, Jr. -- --
General Partner
Nancy T. Lukitsh Wellington Trust Company, NA Director & Vice President
General Partner
Mark T. Lynch -- --
General Partner
Christine Smith Manfredi -- --
General Partner
Patrick John McCloskey -- --
General Partner
Earl Edward McEvoy -- --
General Partner
Duncan Mathieu McFarland Wellington Management Partner
General Partner International
Wellington Trust Company, NA Director & Vice Chairman
Paul Mulford Mecray, III -- --
General Partner
Matthew Edward Megargel -- --
General Partner
James Nelson Mordy -- --
General Partner
Diane Carol Nordin -- --
General Partner
Stephen T. O'Brien -- --
General Partner
Edward Paul Owens -- --
General Partner
Saul Joseph Pannell -- --
General Partner
Thomas Louis Pappas -- --
General Partner
David Minter Parker -- --
General Partner
Jonathan Martin Payson Wellington Trust Company, NA Director & President
General Partner
Stephen Michael Pazuk Wellington Management Partner
General Partner International
Robert Douglas Rands -- --
General Partner
Eugene Edward Record, Jr. -- --
General Partner
James Albert Rullo -- --
General Partner
John Robert Ryan -- --
General Partner
</TABLE>

xxxvii
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH CONNECTION WITH OTHER
INVESTMENT ADVISER NAME OF OTHER COMPANY COMPANY
- --------------------------------------- ------------------------------- ---------------------------------------
<S> <C> <C>
Joseph Harold Schwartz -- --
General Partner
Theodore Shasta -- --
General Partner
Binkley Calhoun Shorts -- --
General Partner
Trond Skramstad -- --
General Partner
Catherine Anne Smith -- --
General Partner
Stephen Albert Soderberg -- --
General Partner
Brendan James Swords -- --
General Partner
Harriett Tee Taggart -- --
General Partner
Perry Marques Traquina -- --
General Partner
Gene Roger Tremblay -- --
General Partner
Mary Ann Tynan -- --
General Partner
Clare Villari -- --
General Partner
Ernst Hans von Metzach -- --
General Partner
James Leland Walters Wellington Trust Company, NA Director, Senior Trust Officer &
General Partner Trust Counsel
Kim Williams -- --
General Partner
Francis Vincent Wisneski, Jr. -- --
General Partner
</TABLE>

xxxviii
<PAGE>

WESTERN ASSET MANAGEMENT COMPANY

Western Asset Management Company ("Western") is a sub-adviser for the
Registrant's Core Fixed Income Fund. The principal business address of Western
is 117 East Colorado Boulevard, Pasadena, California 91105. Western is an
investment adviser registered under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Carl L. Eichstaedt -- --
Portfolio Manager
Kent S. Engel -- --
Vice Chairman
Keith J. Gardner -- --
Portfolio Manager
Scott F. Grannis -- --
Director & Economist
Ilene S. Harker -- --
Director of Admin & Controls
James W. Hirschmann III -- --
Director of Marketing
Randolph L. Kohn -- --
Director of Client Services
S. Kenneth Leech -- --
Director & CIO
W. Curtis Livingston -- --
Director & CEO
Raymond A. Mason Legg Mason, Inc. Chairman, President & CEO
Non-Employee Director
Legg Mason Wood Walker, Inc. Chairman, President & CEO
Ronald D. Mass -- --
Portfolio Manager
Edward A. Moody -- --
Director & Sr. Portfolio Manager
James V. Nelson -- --
Director of Invest. Research
Elisabeth N. Spector Legg Mason, Inc. Senior Vice President
Non-Employee Director
Legg Mason Wood Walker, Inc. Senior Vice President
Edward A. Taber III Legg Mason, Inc. Sr. Exec VP & Investment Management
Non-Employee Director
Legg Mason Wood Walker, Inc. Director & Sr. Executive Vice
President
Jeffrey D. Van Schaick -- --
Director & Sr. Research Analyst
Stephen A. Walsh -- --
Director of Portfolio Management
</TABLE>

xxxix
<PAGE>

WORLD ASSET MANAGEMENT, LLC

World Asset Management, LLC ("World") is a Sub-Adviser to the Fund's S&P 500
Index Fund. The principal business address of World is 255 Brown Street, Suite
250, Birmingham, Michigan 48009-6208. World is an investment adviser registered
under the Advisers Act.

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------ --------------------------------------- ---------------------------------------
<S> <C> <C>
Steven Arthur Albrech Vice
President, COO
Terry Harley Gardner
Vice President, CFO
Tom Bruce Johnson
CIO
Robert Joseph Kay Director of
Client Services
Theodore Duncan Miller Sr.
Portfolio Manger
Lee Paul Munder
CEO
James Christopher Robinson
Portfolio Manager
Lisa Ann Rosen
General Counsel
Robert Joseph Samrah
Portfolio Manager
Kenneth Arthur Schluchter, III
Portfolio Manager
</TABLE>

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
</TABLE>

xl
<PAGE>

<TABLE>
<S> <C>
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 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
Alpha Select January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Funds, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Parkstone Advantage Fund May 1, 1999
Amerindo Funds, Inc. July 13, 1999
</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").

(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 --
</TABLE>

xli
<PAGE>

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 --

Jeff Jacobs Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director --

Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Mark Nagle Vice President Controller & Chief
Financial Officer

Joanne Nelson Vice President --

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 --

James R. Foggo Vice President & Assistant Secretary 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>

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

xlii
<PAGE>
(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 Fund Management
Oaks, Pennsylvania 19456

(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

Acadian Asset Management
Two International Place
Boston, Massachusetts 02110

Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105

Artisan Partners Limited Partnership
1000 N. Water Street
Milwaukee, Wisconsin 53202

BlackRock Financial Management, Inc.
345 Park Avenue
30th Floor
New York, New York 10154

Capital Guardian Trust Company
630 5th Avenue, 36th Floor
New York, New York 10111

Coronation Asset Management (Proprietary) Limited
80 Strand Street
Cape Town, South Africa, 8001

Credit Suisse Asset Management LLC/Americas
One Citicorp Center
153 East 53rd Street
New York, New York 10022

Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London, England EC3A 7JJ

Firstar Investment Research & Management Company, LLC
777 East Wisconsin Avenue
Suite 800
Milwaukee, Wisconsin 53202

Furman Selz Capital Management LLC
230 Park Avenue
New York, NY 10169

LSV Asset Management, L.P.
200 W. Madison Ave.
Chicago, Illinois 60606

xliii
<PAGE>

Mellon Bond Associates, LLP
Mellon Bank Center
1735 Market Street
Room 610
Philadelphia, PA 19101

Mellon Equity Associates, LLP
500 Grant Street
Suite 3715
Pittsburgh, PA 15258

Morgan Stanley Dean Witter Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

Nicholas-Applegate Capital Management
600 West Broadway, 29th Floor
San Diego, California 92101

Oechsle International Advisors, LLC
One International Place
23rd Floor
Boston, Massachusetts 02110

Provident Investment Counsel, Inc.
300 North Lake Avenue
Penthouse
Pasadena, CA 91101

RS Investment Management, L.P.
555 California Street
Suite 2600
San Francisco, California 94104

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

Salomon Brothers Asset Management Inc
30 Wall Street, 8th Floor
New York, New York 10005

Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153-0185

Sawgrass Asset Management, LLC
4337 Pablo Oaks Court, Building 200
Jacksonville, FL 3224

Scottish Widows Investment Management Limited
P.O. Box 17036
69 Morrison Street
Edinburgh EH3 8YF
Scotland

xliv
<PAGE>

SG Pacific Asset Management, Inc.
/SGY Asset Management (Singapore) Ltd.
/SG Yamaichi Asset Management Co., Ltd.,
30 Wall Street, 8th Floor
New York, New York 10005

Strategic Fixed Income, LLC
1001 Nineteenth Street North
Suite 1720
Arlington, VA 22209

TCW Funds Management, Inc.
8655 Figueroa Street
Los Angeles, California 90017

Wellington Management Company, LLP
75 State Street
Boston, MA 02109

Western Asset Management Company
117 East Colorado Boulevard
Pasadena, CA 91105

World Asset Management, LLC
255 Brown Street, Suite 250
Birmingham, MI 48009-6208

ITEM 29. MANAGEMENT SERVICES:

None

ITEM 30. UNDERTAKINGS:

None

xlv
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
has duly caused this Pre-Effective Amendment No. 1 to 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 8th day of
October, 1999.

SEI INSURANCE PRODUCTS TRUST

By: /s/ EDWARD D. LOUGHLIN
-----------------------------------------
Edward D. Loughlin
PRESIDENT & CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacity on the date(s) indicated.

*
- ------------------------------ Trustee October 8, 1999
William M. Doran

- ------------------------------
F. Wendell Gooch Trustee October 8, 1999

*
- ------------------------------ Trustee October 8, 1999
George J. Sullivan, Jr.

*
- ------------------------------ Trustee October 8, 1999
James M. Storey

*
- ------------------------------ Trustee October 8, 1999
Robert A. Nesher

/s/ EDWARD D. LOUGHLIN
- ------------------------------ President & Chief October 8, 1999
Edward D. Loughlin Executive Officer

/s/ MARK E. NAGLE
- ------------------------------ Controller and Chief October 8, 1999
Mark E. Nagle Financial Officer

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

xliii

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
NAME EXHIBIT
- --------------------------------------------------------------------------- ---------------
<S> <C>
Agreement and Declaration of Trust of the Registrant, dated December 14, Ex-99.a
1998, is incorporated by reference to Exhibit (a) of Registrant's
Registration Statement, filed December 31, 1998.

By-Laws of the Registrant, is incorporated by reference to Exhibit (b) of Ex-99.b
Registrant's Registration Statement, filed December 31, 1998.

Not Applicable. Ex-99.(c)

Investment Advisory Agreement between the Registrant and SEI Investments Ex-99.(d)(1)
Management Corporation ("SIMC") is filed herewith.

Form of Investment Sub-Advisory Agreements between SIMC and [Sub-Advisor] Ex-99.(d)(2)
is filed herewith.

Distribution Agreement between the Registrant and SEI Investments Ex-99.(e)
Distribution Co. is filed herewith.

Not Applicable. Ex-99.(f)

Form of Custodian Agreement between the Registrant and First Union National Ex-99.(g)(1)
Bank is filed herewith.

Custodian Agreement between the Registrant and State Street Bank and Trust Ex-99.(g)(2)
Company to be filed by later amendment.

Administration Agreement between the Registrant and SEI Investments Fund Ex-99.(h)(1)
Management is filed herewith.

Opinion and Consent of counsel, Morgan, Lewis & Bockius LLP, is filed Ex-99.(i)
herewith.

Opinion and Consent of Independent Public Accountants, Ex-99.(j)
PricewaterhouseCoopers LLP, is filed herewith.

Not Applicable. Ex-99.(k)

Not Applicable. Ex-99.(n)

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

<PAGE>

INVESTMENT ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST

AGREEMENT made this 29th day of March, 1999, by and between SEI Insurance
Products Trust, a Massachusetts business trust (the "Trust"), and SEI
Investments Management Corporation, (the "Adviser").

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several funds of shares, each having its own investment policies;
and

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its SEI VP Large Cap Value, SEI VP Large Cap
Growth, SEI VP S&P 500 Index, SEI VP Small Cap Value, SEI VP Small Cap Growth,
SEI VP International Equity, SEI VP Emerging Markets Equity, SEI VP Core Fixed
Income, SEI VP Bond Index, SEI VP High Yield Bond, SEI VP International Fixed
Income, SEI VP Emerging Markets Debt, SEI VP Prime Obligation Funds, and such
other funds as the Trust and the Adviser may agree upon (the "Funds"), and the
Adviser is willing to render such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the
approval of the Trust's Board of Trustees and, except as otherwise
permitted under the terms of any exemptive relief obtained by the
Adviser from the Securities and Exchange Commission, or by rule or
regulation, a majority of the outstanding voting securities of any
affected Fund(s)) and thereafter supervise the investment activities of
one or more sub-advisers deemed necessary to carry out the investment
program of any Funds of the Trust, and to continuously review,
supervise and (where appropriate) administer the investment program of
the Funds, to determine in its discretion (where appropriate) the
securities to be purchased or sold, to provide the Administrator and
the Trust with records concerning the Adviser's activities which the
Trust is required to maintain, and to render regular reports to the
Administrator and to the Trust's officers and Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The retention of
a sub-adviser by the Adviser shall not relieve the Adviser of its
responsibilities under this Agreement.

The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish, and
in compliance with the objectives, policies, and limitations for each
such Fund set forth in the Trust's prospectus and statement of
additional information, as amended from time to time (referred to
collectively as the "Prospectus"), and applicable laws and regulations.
The Trust will furnish the Adviser from time to time with copies of all
amendments or supplements to the Prospectus, if any.

The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it
to perform the services on the terms and for the compensation provided
herein. The Adviser will not, however, pay for the cost of securities,
commodities, and other

1
<PAGE>

investments (including brokerage commissions and other transaction
charges, if any) purchased or sold for the Trust.

2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies
properly certified or authenticated of each of the following:

(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as presently in effect and as it shall from
time to time be amended, is herein called the "Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of
this Agreement and as amended from time to time, are herein called the
"By-Laws");

3. OTHER COVENANTS. The Adviser agrees that it:

(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with other applicable
law;

(b) will place orders pursuant to its investment determinations for
the Funds either directly with the issuer or with any broker or dealer.
In executing Fund transactions and selecting brokers or dealers, the
Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors
that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and
in selecting the broker-dealer to execute a particular transaction the
Adviser may also consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided to the Fund and/or other accounts over which the Adviser
or an affiliate of the Adviser may exercise investment discretion. The
Adviser is authorized, subject to the prior approval of the Trust's
Board of Trustees, to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a fund
transaction for any of the Funds which is in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction if, but only if, the Adviser determines in good faith
that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer - -
viewed in terms of that particular transaction or terms of the overall
responsibilities of the Adviser to the Fund. In addition, the Adviser
if authorized to allocate purchase and sale orders for fund securities
to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser or the Trust's principal underwriter) to
take into account the sale of shares of the Trust if the Adviser
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no
instance, however, will any Fund's securities be purchased from or sold
to the Adviser, any sub-adviser engaged with respect to that Fund, the
Trust's principal underwriter, or any affiliated person of either the
Trust, the Adviser, and sub-adviser or the principal underwriter,
acting as principal in the transaction, except to the extent permitted
by the Securities and Exchange Commission and the 1940 Act.

2
<PAGE>

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate(s) specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end of
each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets of the Fund. The fee shall be based on the average daily net
assets for the month involved. The Adviser may, in its discretion and
from time to time, waive a portion of its fee.

All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.

5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute
or regulatory authority of any jurisdiction in which Shares are
qualified for offer and sale, the Adviser shall bear such excess cost.

However, the Adviser will not bear expenses of the Trust or any Fund
which would result in the Trust's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a waiver of the Adviser's fees provided for hereunder, and such
waiver shall be treated as a reduction in the purchase price of the
Adviser's services.

6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if
applicable, the same such documents and information pertaining to any
sub-adviser as the Trust may reasonably request.

7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not
impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. To the extent that
the purchase or sale of securities or other investments of any issuer
may be deemed by the Adviser to be suitable for two or more accounts
managed by the Adviser, the available securities or investments may be
allocated in a manner believed by the Adviser to be equitable to each
account. It is recognized that in some cases this may adversely affect
the price paid or received by the Trust or the size or position
obtainable for or disposed by the Trust or any Fund.

8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser (or
any sub-adviser) on behalf of the Trust are the property of the Trust
and will be surrendered promptly to the Trust on request. The Adviser
further agrees to preserve for the periods prescribed in Rule 31a-2
under the 1940 Act the records required to be maintained under Rule
31a-1 under the 1940 Act.

3
<PAGE>

9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall
be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable state law which cannot be waived or
modified hereby. (As used in this Section 9, the term "Adviser" shall
include directors, officers, employees and other corporate agents of
the Adviser as well as that corporation itself).

10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise subject to the
provisions of applicable law. All such interests shall be fully
disclosed between the parties on an ongoing basis and in the Trust's
Prospectus as required by law. In addition, brokerage transactions for
the Trust may be effected through affiliates of the Adviser or any
sub-adviser if approved by the Board of Trustees, subject to the rules
and regulations of the Securities and Exchange Commission.

11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees of the Trust or by vote of a majority
of the outstanding voting securities of each Fund; provided, however,
that if the shareholders of any Fund fail to approve the Agreement as
provided herein, the Adviser may continue to serve hereunder in the
manner and to the extent permitted by the 1940 Act and rules and
regulations thereunder. The foregoing requirement that continuance of
this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.

This Agreement may be terminated as to any Fund at any time, without
the payment of any penalty by vote of a majority of the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of
the Fund on not less than 30 days nor more than 60 days written notice
to the Adviser, or by the Adviser at any time without the payment of
any penalty, on 90 days written notice to the Trust. This Agreement
will automatically and immediately terminate in the event of its
assignment.

As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the Securities and Exchange Commission.

4
<PAGE>

12. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.

13. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:

To the Adviser at: SEI Investments Management Corporation
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department

To the Trust at: SEI Insurance Products Trust
C/o SEI Investments
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department

14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.

A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.

No Fund of the Trust shall be liable for the obligations of any other Fund of
the Trust. Without limiting the generality of the foregoing, the Adviser shall
look only to the assets of a particular Fund for payment of fees for services
rendered to that Fund.

Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.

SEI Insurance Products Trust SEI Invesments Management Corporation

By: By:
/s/ Todd Cipperman /s/ Cynthia Parrish
Attest: Attest:
/s/ Cynthia Parrish /s/ Todd Cipperman

5
<PAGE>

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INSURANCE PRODUCTS TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION

Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:

SEI VP Large Cap Value Fund .35%
SEI VP Large Cap Growth Fund .40%
SEI VP S&P 500 Index Fund .03%
SEI VP Small Cap Value Fund .65%
SEI VP Small Cap Growth Fund .65%
SEI VP International Equity Fund .505%
SEI VP Emerging Markets Equity Fund 1.05%
SEI VP Core Fixed Income Fund .275%
SEI VP High Yield Bond Fund .4875%
SEI VP International Fixed Income Fund .30%
SEI VP Emerging Markets Debt Fund .85%
SEI VP Bond Index Fund .07%
SEI VP Prime Obligation Fund .075 up to $500 M
and
.02 over $500 M

<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT
[NAME OF TRUST]

AGREEMENT made this ____ day of [month],[year], between SEI Investments
Management Corporation, (the "Adviser") and [Name of Sub-Adviser] (the
"Sub-Adviser").

WHEREAS, [Name of Trust], a Massachusetts business trust (the "Trust"),
is registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated [_________________] (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the [Name of Portfolio]
Portfolio (the "Portfolio"), which is a series of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Portfolio entrusted to it hereunder
(the "Assets"), including the purchase, retention and disposition of
the Assets, in accordance with the Portfolio's investment objectives,
policies and restrictions as stated in the Portfolio's prospectus and
statement of additional information, as currently in effect and as
amended or supplemented from time to time (referred to collectively as
the "Prospectus"), and subject to the following:

(a) The Sub-Adviser shall, in consultation with and subject to the
direction of the Adviser, determine from time to time what Assets will
be purchased, retained or sold by the Portfolio, and what portion of
the Assets will be invested or held uninvested in cash.

(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the instructions
and directions of the Adviser and of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, and all other applicable federal and
state laws and regulations, as each is amended from time to time.

(c) The Sub-Adviser shall determine the Assets to be purchased or sold by
the Portfolio as provided in subparagraph (a) and will place orders
with or through such persons, brokers or dealers to carry out the
policy with respect to brokerage set forth in the Portfolio's
Registration Statement (as defined herein) and Prospectus or as the
Board of Trustees or the Adviser may direct from time to time, in
conformity with federal securities laws. In executing Portfolio
transactions and selecting brokers or dealers, the Sub-Adviser will use

1
<PAGE>

its best efforts to seek on behalf of the Portfolio the best overall
terms available. In assessing the best overall terms available for any
transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability
of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the Sub-Adviser may
also consider the brokerage and research services provided (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with any guidelines established by the Board of
Trustees of the Trust, the Sub-Adviser is authorized to pay to a broker
or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio
which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if, but only if, the
Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer - - viewed in terms of that
particular transaction or terms of the overall responsibilities of the
Sub-Adviser to the Portfolio. In addition, the Sub-Adviser is
authorized to allocate purchase and sale orders for securities to
brokers or dealers (including brokers and dealers that are affiliated
with the Adviser, SubAdviser or the Trust's principal underwriter) to
take into account the sale of shares of the Trust if the Sub-Adviser
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no
instance, however, will the Portfolio's Assets be purchased from or
sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or
any affiliated person of either the Trust, Adviser, the Sub-Adviser or
the principal underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and Exchange
Commission ("SEC") and the 1940 Act.

(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the
1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or financial
information, and such other information with regard to its affairs as
the Adviser or Board of Trustees may reasonably request.

The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to
keep the other books and records of the Portfolio required by Rule
31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the
Adviser any other information relating to the Assets that is required
to be filed by the Adviser or the Trust with the SEC or sent to
shareholders under the 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Adviser or the
Trust obtains from the SEC. The SubAdviser agrees that all records that
it maintains on behalf of the Portfolio are property of the Portfolio
and the Sub-Adviser will surrender promptly to the Portfolio any of
such records upon the Portfolio's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve

2
<PAGE>

for the periods prescribed by Rule 31a-2 under the 1940 Act any such
records as are required to be maintained by it pursuant to this
Agreement, and shall transfer said records to any successor sub-adviser
upon the termination of this Agreement (or, if there is no successor
sub-adviser, to the Adviser).

(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning
the Portfolio's Assets and shall provide the Adviser with such
information upon request of the Adviser.

(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall
be free to render similar services to others, as long as such services
do not impair the services rendered to the Adviser or the Trust.

(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.

(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the
custodian and other parties providing services to the Portfolio to
promptly forward misdirected proxies to the Sub-Adviser.

Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Portfolio
pursuant to the Advisory Agreement and shall oversee and review the
Sub-Adviser's performance of its duties under this Agreement; provided,
however, that in connection with its management of the Assets, nothing
herein shall be construed to relieve the Sub-Adviser of responsibility
for compliance with the Trust's Declaration of Trust (as defined
herein), the Prospectus, the instructions and directions of the Board
of Trustees of the Trust, the requirements of the 1940 Act, the
Internal Revenue Code of 1986, and all other applicable federal and
state laws and regulations, as each is amended from time to time.

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:

(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement
and as amended from time to time, herein called the "Declaration of
Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

3
<PAGE>

4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will
be calculated based on the average monthly market value of the Assets
under the Sub-Adviser's management and will be paid to the Sub-Adviser
monthly. Except as may otherwise be prohibited by law or regulation
(including any then current SEC staff interpretation), the Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.

5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related
expenses) howsoever arising from or in connection with the performance
of the Sub-Adviser's obligations under this Agreement; provided,
however, that the Sub- Adviser's obligation under this Section 5 shall
be reduced to the extent that the claim against, or the loss, liability
or damage experienced by the Adviser, is caused by or is otherwise
directly related to the Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.

6. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees and by the vote of a
majority of the outstanding voting securities of the Portfolio;
provided, however, that at any time the Adviser shall have obtained
exemptive relief from the Securities and Exchange Commission permitting
it to engage a Sub-Adviser without first obtaining approval of the
Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected
and approved shall be without the protection accorded by shareholder
approval of an investment adviser's receipt of compensation under
Section 36(b) of the 1940 Act.

This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Portfolio (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the
Portfolio, (b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written
notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the
Adviser. This Agreement shall terminate automatically and immediately
in the event of its assignment, or in the event of a termination of the
Adviser's agreement with the Trust. As used in this Section 6, the
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the SEC under the 1940 Act.

4
<PAGE>

7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.

8. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.

9. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:

To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Road
Oaks, PA 19456
Attention: Legal Department

To the Sub-Adviser at: [Name of Sub-Adviser]
-------------------
[ ]
-------------------
[ ]
-------------------

Attention: [ ]
--------

10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.

A copy of the Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Portfolio or the Trust.

Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.

5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

SEI INVESTMENTS MANAGEMENT CORPORATION [NAME OF SUB-ADVISER]
-------------------

By: By:

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

Name: Name:

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

Title: Title:

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

6
<PAGE>

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
[Name of Sub-Adviser]
-------------------

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:

[Name of Trust]
-------------
[Name of Portfolio] __.__%
-----------------

<PAGE>

DISTRIBUTION AGREEMENT

SEI INSURANCE PRODUCTS TRUST

THIS AGREEMENT is made as of this 29th day of March, 1999 between SEI
Insurance Products Trust (the "Trust"), a Massachusetts business trust, and SEI
Investments Distribution Co. (the "Distributor"), a Pennsylvania corporation.

WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and the Distributor hereby agree as follows:

ARTICLE 1. SALE OF SHARES. The Trust grants to the Distributor the
exclusive right to sell shares (the "Shares") of the funds (the "Funds") of the
Trust at the net asset value per Share, plus any applicable sales charge in
accordance with the Trust's current prospectuses, as agent and on behalf of the
Trust, during the term of this Agreement and subject to the registration
requirements of the 1933 Act, the rules and regulations of the SEC and the laws
governing the sale of securities in the various states (the "Blue Sky Laws").

ARTICLE 2. SOLICITATION OF SALES. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of the Shares of the Trust; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.

ARTICLE 3. COMPENSATION. As compensation for providing the services
under this Agreement:

(a) The Distributor shall receive from the Trust:

(1) all distribution and service fees, as applicable, at the
rate and under the terms and conditions set forth in each
Distribution and Service Plan adopted by the appropriate class
of Shares of each of the Funds, as such Plans may be amended
from time to time, and subject to any further limitations on
such fees as the Board of Directors of the Trust may impose;

(2) all contingent deferred sales charges ("CDSC") applied on
redemptions of CDSC Class Shares, as applicable, of each Fund
on the terms and subject to such waivers as are described in
the Trust's Registration Statement and current prospectuses,
as amended from time to time, or as otherwise required
pursuant to applicable law; and
<PAGE>

(3) all front-end sales charges, as applicable, on purchases
of front-end load Shares of each Fund sold subject to such
charges as described in the Trust's Registration Statement and
current prospectuses, as amended from time to time. The
Distributor, or brokers, dealers and other financial
institutions and intermediaries that have entered into
sub-distribution agreements with the Distributor, may collect
the gross proceeds derived from the sale of such front-end
load Shares, remit the net asset value thereof to the Trust
upon receipt of the proceeds and retain the applicable sales
charge.

(b) The Distributor may reallow any or all of the distribution or
service fees, CDSC and front-end sales charges which it is paid by the
Trust to such brokers, dealers and other financial institutions and
intermediaries as the Distributor may from time to time determine.

(c) The Distributor may transfer its right to the payments described in
this Article 3 to third persons who provide Trusting to the
Distributor, provided that any such transfer shall not be deemed a
transfer of the Distributor's obligations under this Agreement. Upon
receipt of direction from the Distributor to pay such fees to a
transferee, the Trust shall make payment in accordance with such
direction.

ARTICLE 4. AUTHORIZED REPRESENTATIONS. The Distributor is not
authorized by the Trust to give any information or to make any representations
other than those contained in the current registration statements and
prospectuses of the Trust filed with the SEC or contained in Shareholder reports
or other material that may be prepared by or on behalf of the Trust for the
Distributor's use. The Distributor may prepare and distribute sales literature
and other material as it may deem appropriate, provided that such literature and
materials have been prepared in accordance with applicable rules and
regulations.

ARTICLE 5. REGISTRATION OF SHARES. The Trust agrees that it will take
all action necessary to register Shares under the federal and state securities
laws so that there will be available for sale the number of Shares the
Distributor may reasonably be expected to sell and to pay all fees associated
with said registration. The Trust shall make available to the Distributor such
number of copies of its currently effective prospectuses and statement of
additional information as the Distributor may reasonably request. The Trust
shall furnish to the Distributor copies of all information, financial statements
and other papers which the Distributor may reasonably request for use in
connection with the distribution of Shares of the Trust.

ARTICLE 6. INDEMNIFICATION OF DISTRIBUTOR. The Trust agrees to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees and disbursements incurred in connection therewith), arising by reason of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading. However, the
Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statements or omission was made in reliance upon, and in
conformity with, information furnished to the Trust by or on behalf of the
Distributor.

2
<PAGE>

In no case (i) is the indemnity of the Trust to be deemed to protect
the Distributor against any liability to the Trust or its Shareholders to which
the Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph.

The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.

The Trust agrees to notify the Distributor promptly of the commencement
of any litigation or proceedings against it or any of its officers or Directors
in connection with the issuance or sale of any of its Shares.

ARTICLE 7. INDEMNIFICATION OF TRUST. The Distributor covenants and
agrees that it will indemnify and hold harmless the Trust and each of its
Directors and officers and each person, if any, who controls the Trust within
the meaning of Section 15 of the Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith) based upon the 1933 Act or any other
statute or common law and arising by reason of any person acquiring any Shares,
and alleging a wrongful act of the Distributor or any of its employees or
alleging that the registration statement, prospectus, Shareholder reports or
other information filed or made public by the Trust (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not misleading, insofar as the statement or omission was made in reliance upon
and in conformity with information furnished to the Trust by or on behalf of the
Distributor.

In no case (i) is the indemnity of the Distributor in favor of the
Trust or any other person indemnified to be deemed to protect the Trust or any
other person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or negligence
in the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against the Trust or any person indemnified unless the Trust or
person, as the case may be, shall have notified the Distributor in writing of
the claim within a reasonable time after the

3
<PAGE>

summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.

The Distributor shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.

The Distributor agrees to notify the Trust promptly of the commencement
of any litigation or proceedings against it in connection with the issue and
sale of any of the Trust's Shares.

ARTICLE 8. EFFECTIVE DATE. This Agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force for one
year from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Directors of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Directors of
the Trust who are not parties to this Agreement or the Trust's Distribution Plan
or interested persons of any such party ("Qualified Directors"), cast in person
at a meeting called for the purpose of voting on the approval. This Agreement
shall automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by the Distributor, by a vote of a majority of
Qualified Directors or by vote of a majority of the outstanding voting
securities of the Trust upon not less than sixty days prior written notice to
the other party.

ARTICLE 9. NOTICES. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 1 Freedom Valley Drive, Oaks, PA 19456 and if to the
Distributor, at 1 Freedom Valley Drive, Oaks, PA 19456.

ARTICLE 10. LIMITATION OF LIABILITY. A copy of the Articles of
Incorporation of the Trust is on file with the Secretary of State of Maryland,
and notice is hereby given that this Agreement is executed on behalf of the
Directors of the Trust as Directors and not individually and that the
obligations of this instrument are not binding upon any of the Directors,
officers or shareholders of the Trust individually but binding only upon the
assets and property of the Trust.

ARTICLE 11. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the

4
<PAGE>

applicable laws of the Commonwealth of Massachusetts, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.

ARTICLE 12. MULTIPLE ORIGINALS. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.

SEI INSURANCE PRODUCTS TRUST

By: /s/ Todd Cipperman
------------------------

Attest: /s/ Cynthia Parrish
--------------------

SEI INVESTMENTS DISTRIBUTION CO.

By: /s/ Todd Cipperman
------------------------

Attest: /s/ Cynthia Parrish
--------------------

<PAGE>

CUSTODIAN AGREEMENT
SEI INSURANCE PRODUCTS TRUST

THIS AGREEMENT, dated as of the ___ day of _______, 1999 by and between
SEI Insurance Products Trust (the "Trust"), a business trust duly organized
under the laws of the Commonwealth of Massachusetts and First Union National
Bank (the "Bank").

WHEREAS, the Trust desires to appoint the Bank to act as Custodian of
its fund securities, cash and other property from time to time deposited with or
collected by the Bank for the Trust;

WHEREAS, the Bank is qualified and authorized to act as Custodian for
the Trust and the separate series thereof (each a "Fund" and, collectively, the
"Funds"), and is willing to act in such capacity upon the terms and conditions
herein set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
do hereby agree as follows:

1. The terms as defined in this Section wherever used in this Agreement, or in
any amendment or supplement hereto, shall have meanings herein specified unless
the context otherwise requires.

CUSTODIAN: The term Custodian shall mean the Bank in its capacity as Custodian
under this Agreement.

DEPOSITORY: The term Depository means any depository service which acts as a
system for the central handling of securities where all securities of any
particular class or series of an issuer deposited within the system are treated
as fungible and may be transferred by bookkeeping entry without physical
delivery.

PROPER INSTRUCTIONS. For purposes of this Agreement, the Custodian shall be
deemed to have received Proper Instructions upon receipt of written (including
instructions received by means of computer terminals or facsimile
transmissions), telephone or telegraphic instructions from a person or persons
authorized from time to time by the Trustees of the Trust to give the particular
class of instructions. Telephone or telegraphic instructions shall be confirmed
in writing by such person or persons as said Trustees shall have from time to
time authorized to give the particular class of instructions in question. The
Custodian may act upon telephone or telegraphic instructions without awaiting
receipt of written confirmation, and shall not be liable for the Trust's failure
to confirm such instructions in writing.

SECURITIES: The term Securities means stocks, bonds, rights, warrants and all
other negotiable or non-negotiable paper issued in certificated or book-entry
form commonly known as "securities" in banking custom or practice.

- 1 -
<PAGE>

SHAREHOLDERS: The term Shareholders shall mean the registered owners from time
to time of the Shares of the Trust in accordance with the registry records
maintained by the Trust or agents on its behalf.

SHARES: The term Shares of the Trust shall mean the units of beneficial
interest.

2. The Trust hereby appoints the Custodian as Custodian of the Trust's cash,
Securities and other property, to be held by the Custodian as provided in this
Agreement. The Custodian hereby accepts such appointment subject to the terms
and conditions hereinafter provided. The Bank shall open a separate custodial
account in the name of the Trust on the books and records of the Bank to hold
the Securities of the Trust deposited with, transferred to or collected by the
Bank for the account of the Trust, and a separate cash account to which the Bank
shall credit monies received by the Bank for the account of or from the Trust.
Such cash shall be segregated from the assets of others and shall be and remain
the sole property of the Trust.

3. The Trust shall from time to time file with the Custodian a certified copy
of each resolution of its Board of Trustees authorizing the person or persons to
give Proper Instructions and specifying the class of instructions that may be
given by each person to the Custodian under this Agreement, together with
certified signatures of such persons authorized to sign, which shall constitute
conclusive evidence of the authority of the officers and signatories designated
therein to act, and shall be considered in full force and effect with the
Custodian fully protected in acting in reliance thereon until it receives
written notice to the contrary; provided, however, that if the certifying
officer is authorized to give Proper Instructions, the certification shall be
also signed by a second officer of the Trust.

4. The Trust will cause to be deposited with the Custodian hereunder the
applicable net asset value of Shares sold from time to time whether representing
initial issue, other stock or reinvestments of dividends and/or distributions
payable to Shareholders.

5. The Bank, acting as agent for the Trust, is authorized, directed and
instructed subject to the further provisions of this Agreement:

(a) to hold Securities issued only in bearer form in bearer form;

(b) to register in the name of the nominee of the Bank, the Bank's
Depositories, or sub-custodians, (i) Securities issued only in
registered form, and (ii) Securities issued in both bearer and
registered form, which are freely interchangeable without
penalty;

(c) to deposit any Securities which are eligible for deposit (i)
with any domestic or foreign Depository on such terms and
conditions as such Depository may require, including
provisions for limitation or exclusion of liability on the
part of the

- 2 -
<PAGE>

Depository; and (ii) with any sub-custodian which the Bank
uses, including any subsidiary or affiliate of the Bank;

(d) (i) to credit for the account of the Trust all proceeds
received and payable on or in respect of the assets
maintained hereunder,

(ii) to debit the account of the Trust for the cost of
acquiring Securities the Bank has received for the
Trust, against delivery of such Securities to the
Bank,

(iii) to present for payment Securities and other
obligations (including coupons) upon maturity, when
called for redemption, and when income payments are
due, and

(iv) to make exchanges of Securities which, in the
Bank's opinion, are purely ministerial as, for
example, the exchange of Securities in temporary
form for Securities in definitive form or the
mandatory exchange of certificates;

(e) to forward to the Trust, and/or any other person designated by
the Trust, all proxies and proxy materials received by the
Bank in connection with Securities held in the Trust's
account, which have been registered in the name of the Bank's
nominee, or are being held by any Depository, or
sub-custodian, on behalf of the Bank;

(f) to sell any fractional interest of any Securities which the
Bank has received resulting from any stock dividend, stock
split, distribution, exchange, conversion or similar activity;

(g) to release the Trust's name, address and aggregate share
position to the issuers of any domestic Securities in the
account of the Trust, provided, however, the Trust may
instruct the Bank not to provide any such information to any
issuer;

(h) to endorse and collect all checks, drafts or other orders for
the payment of money received by the Bank for the account of
or from the Trust;

(i) at the direction of the Trust, to enroll designated Securities
belonging to the Trust and held hereunder in a program for the
automatic reinvestment of all income and capital gains
distributions on those Securities in new shares (an "Automatic
Reinvestment Program"), or instruct any Depository holding
such Securities to enroll those Securities in an Automatic
Reinvestment Program;

- 3 -
<PAGE>

(j) at the direction of the Trust, to receive, deliver and
transfer Securities and make payments and collections of
monies in connection therewith, enter purchase and sale orders
and perform any other acts incidental or necessary to the
performance of the above acts with brokers, dealers or similar
agents selected by the Trust, including any broker, dealer or
similar agent affiliated with the Bank, for the account and
risk of the Trust in accordance with accepted industry
practice in the relevant market, provided, however, if it is
determined that any certificated Securities transferred to a
Depository or sub-custodian, the Bank, or the Bank's nominee,
the Bank's sole responsibility for such Securities under this
Agreement shall be to safekeep the Securities in accordance
with Section 11 hereof; and

(k) to notify the Trust and/or any other person designated by the
Trust upon receipt of notice by the Bank of any call for
redemption, tender offer, subscription rights, merger,
consolidation, reorganization or recapitalization which (i)
appears in The Wall Street Journal (New York edition), The
Standard & Poor's Called Bond Record for Preferred Stocks,
Financial Daily Called Bond Service, The Kenny Services, any
official notifications from The Depository Trust Company and
such other publications or services to which the Bank may from
time to time subscribe, (ii) requires the Bank to act in
response thereto, and (iii) pertain to Securities belonging to
the Trust and held hereunder which have been registered in the
name of the Bank's nominee or are being held by a Depository
or sub-custodian on behalf of the Bank. Notwithstanding
anything contained herein to the contrary, the Trust shall
have the sole responsibility for monitoring the applicable
dates on which Securities with put option features must be
exercised. All solicitation fees payable to the Bank as agent
in connection herewith will be retained by the Bank unless
expressly agreed to the contrary in writing by the Bank.

Notwithstanding anything in this Section to the contrary, the Bank is authorized
to hold Securities for the Trust which have transfer limitations imposed upon
them by the Securities Act of 1933, as amended, or represent shares of mutual
funds (i) in the name of the Trust, (ii) in the name of the Bank's nominee, or
(iii) with any Depository or sub-custodian.

6. The Custodian's compensation shall be as set forth in Schedule A hereto
attached, or as shall be set forth in amendments to such schedule approved by
the Trust and the Custodian. The Bank is authorized to charge the Trust's
account for such compensation. All expenses and taxes payable with respect to
the Securities in the account of the Trust including, without limitation,
commission charges on purchases and sales and the amount of any loss or
liability for stockholders' assessments or otherwise, claimed or asserted
against the bank or against the Bank's nominee by reason of any registration
hereunder shall be charged to the Trust.

7. In connection with its functions under this Agreement, the Custodian shall:

- 4 -
<PAGE>

(a) render to the Trust a daily report of all monies received or
paid on behalf of the Trust; and

(b) create, maintain and retain all records relating to its
activities and obligations under this Agreement in such manner
as will meet the obligations of the Trust with respect to said
Custodian's activities in accordance with generally accepted
accounting principles. All records maintained by the Custodian
in connection with the performance of its duties under this
Agreement will remain the property of the Trust and in the
event of termination of this Agreement will be relinquished to
the Trust.

8. Any Securities deposited with any Depository or with any sub-custodian will
be represented in accounts in the name of the Bank which include only property
held by the Bank as Custodian for customers in which the Bank acts in a
fiduciary or agency capacity.

Should any Securities which are forwarded to the Bank by the Trust, and which
are subsequently deposited to the Bank's account in any Depository or with any
sub-custodian, or which the Trust may arrange to deposit in the Bank's account
in any Depository or with any sub-custodian, not be deemed acceptable for
deposit by such Depository or sub-custodian, for any reason, and as a result
thereof there is a short position in the account of the Bank with the Depository
for such Security, the Trust agrees to furnish the Bank immediately with like
Securities in acceptable form.

9. The Trust represents and warrants that: (i) it has the legal right, power
and authority to execute, deliver and perform this Agreement and to carry out
all of the transactions contemplated hereby; (ii) it has obtained all necessary
authorizations; (iii) the execution, delivery and performance of this Agreement
and the carrying out of any of the transactions contemplated hereby will not be
in conflict with, result in a breach of or constitute a default under any
agreement or other instrument to which the Trust is a party or which is
otherwise known to the Trust; (iv) it does not require the consent or approval
of any governmental agency or instrumentality, except any such consents and
approvals which the Trust has obtained; (v) the execution and delivery of this
Agreement by the Trust will not violate any law, regulation, charter, by-law,
order of any court or governmental agency or judgment applicable to the Trust;
and (vi) all persons executing this Agreement on behalf of the Trust and
carrying out the transactions contemplated hereby on behalf of the Trust are
duly authorized to do so.

In the event any of the foregoing representations should become untrue,
incorrect or misleading, the Trust agrees to notify the Bank immediately in
writing thereof.

10. The Bank represents and warrants that: (i) it has the legal right, power
and authority to execute, deliver and perform this Agreement and to carry out
all of the transactions contemplated

- 5 -
<PAGE>

hereby; (ii) it has obtained all necessary authorizations; (iii) the execution,
delivery and performance of this Agreement and the carrying out of any of the
transactions contemplated hereby will not be in conflict with, result in a
breach of or constitute a default under any agreement or other instrument to
which the Bank is a party or which is otherwise known to the Bank; (iv) it does
not require the consent or approval of any governmental agency or
instrumentality, except any such consents and approvals which the Bank has
obtained; (v) the execution and delivery of this Agreement by the Bank will not
violate any law, regulation, charter, by-law, order of any court or governmental
agency or judgment applicable to the Bank; and (vi) all persons executing this
Agreement on behalf of the Bank and carrying out the transactions contemplated
hereby on behalf of the Bank are duly authorized to do so. In the event that any
of the foregoing representations should become untrue, incorrect or misleading,
the Bank agrees to notify the Trust immediately in writing thereof.

11. All cash and Securities held by the Bank hereunder shall be kept with the
care exercised as to the Bank's own similar property. The Bank may at its option
insure itself against loss from any cause but shall be under no obligation to
insure for the benefit of the Trust.

12. No liability of any kind shall be attached to or incurred by the Custodian
by reason of its custody of the Trust's assets held by it from time to time
under this Agreement, or otherwise by reason of its position as Custodian
hereunder except only for its own negligence, bad faith, or willful misconduct
in the performance of its duties as specifically set forth in the Custodian
Agreement. Without limiting the generality of the foregoing sentence, the
Custodian:

(a) may rely upon the advice of counsel for the Trust; and for any
action taken or suffered in good faith based upon such advice
or statements the Custodian shall not be liable to anyone;

(b) shall not be liable for anything done or suffered to be done
in good faith in accordance with any request or advice of, or
based upon information furnished by, the Trust or its
authorized officers or agents;

(c) is authorized to accept a certificate of the Secretary or
Assistant Secretary of the Trust, or Proper Instructions, to
the effect that a resolution in the form submitted has been
duly adopted by its Board of Trustees or by the Shareholders,
as conclusive evidence that such resolution has been duly
adopted and is in full force and effect; and

(d) may rely and shall be protected in acting upon any signature,
written (including telegraph or other mechanical)
instructions, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice,
consent, order, or other paper or document reasonably believed
by it to be genuine and to have been signed, forwarded or
presented by the purchaser, Trust or other proper party or
parties.

- 6 -
<PAGE>

13. The Trust, its successors and assigns do hereby fully indemnify and hold
harmless the Custodian its successors and assigns, from any and all loss,
liability, claims, demand, actions, suits and expenses of any nature as the same
may arise from the failure of the Trust to comply with any law, rule, regulation
or order of the United States, any state or any other jurisdiction, governmental
authority, body, or board relating to the sale, registration, qualification of
units of beneficial interest in the Trust, or from the failure of the Trust to
perform any duty or obligation under this Agreement.

Upon written request of the Custodian, the Trust shall assume the entire defense
of any claim subject to the foregoing indemnity, or the joint defense with the
Custodian of such claim, as the Custodian shall request. The indemnities and
defense provisions of this Section 13 shall indefinitely survive termination of
this Agreement.

14. This Agreement may be amended from time to time without notice to or
approval of the Shareholders by a supplemental agreement executed by the Trust
and the Bank and amending and supplementing this Agreement in the manner
mutually agreed.

15. Either the Trust or the Custodian may give one hundred twenty (120) days'
written notice to the other of the termination of this Agreement, such
termination to take effect at the time specified in the notice. In case such
notice of termination is given either by the Trust or by the Custodian, the
Trustees of the Trust shall, by resolution duly adopted, promptly appoint a
successor Custodian (the "Successor Custodian") which Successor Custodian shall
be a bank, trust company, or a bank and trust company in good standing, with
legal capacity to accept custody of the cash and Securities of a mutual fund.
Upon receipt of written notice from the Trust of the appointment of such
Successor Custodian and upon receipt of Proper Instructions, the Custodian shall
deliver such cash and Securities as it may then be holding hereunder directly
and only to the Successor Custodian. Unless or until a Successor Custodian has
been appointed as above provided, the Custodian then acting shall continue to
act as Custodian under this Agreement.

Every Successor Custodian appointed hereunder shall execute and deliver an
appropriate written acceptance of its appointment and shall thereupon become
vested with the rights, powers, obligations and custody of its predecessor
Custodian. The Custodian ceasing to act shall nevertheless, upon request of the
Trust and the Successor Custodian and upon payment of its charges and
disbursements, execute an instrument in form approved by its counsel
transferring to the Successor Custodian all the predecessor Custodian's rights,
duties, obligations and custody.

Subject to the provisions of Section 21 hereof, in case the Custodian shall
consolidate with or merge into any other corporation, the corporation remaining
after or resulting from such consolidation or merger shall ipso facto without
the execution of filing of any papers or other documents, succeed to and be
substituted for the Custodian with like effect as though originally named as
such, PROVIDED, HOWEVER, in every case that said Successor corporation maintains
the qualifications set out in Section 17(f) of the Investment Company Act of
1940, as amended.

- 7 -
<PAGE>

16. This Agreement shall take effect when assets of the Trust are first
delivered to the Custodian.

17. This Agreement may be executed in two or more counterparts, each of which
when so executed shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument.

18. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or Shareholders of the Trust
individually, but binding only upon the assets and property of the Trust. No
Fund of the Trust shall be liable for the obligations of any other Fund of the
Trust.

19. The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Trust under the Investment Company Act of 1940, as amended,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, applicable Federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Trust.

Subject to security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian, the books and
records of the Custodian pertaining to this Agreement shall be open to
inspection and audit at any reasonable times by officers of, attorneys for, and
auditors employed by, the Trust.

20. Nothing contained in this Agreement is intended to or shall require the
Custodian in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observance on which the Custodian is closed.
Functions or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day the Custodian is open.

21. This Agreement shall extend to and shall be binding upon the parties hereto
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
the Custodian, or by the Custodian without the written consent of the Trust,
authorized or approved by a resolution of its Board of Trustees.

22. All communications (other than Proper Instructions which are to be
furnished hereunder to either party, or under any amendment hereto, shall be
sent by mail to the address listed below, provided that in the event that the
Bank, in its sole discretion, shall determine that an emergency exists, the Bank
may use such other means of communications as the Bank deems advisable.

To the Trust: SEI Insurance Products Trust

- 8 -
<PAGE>

c/o SEI Investments
1 Freedom Valley Drive
Oaks, PA 19456

To the Bank: First Union National Bank
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101

- 9 -
<PAGE>

23. This Agreement, and any amendments hereto, shall be governed, construed and
interpreted in accordance with the laws of the Commonwealth of Pennsylvania
applicable to agreements made and to be performed entirely within such
Commonwealth.

IN WITNESS WHEREOF, the Trust and the Custodian have caused this Agreement to be
signed by their respective officers as of the day and year first above written.

SEI INSURANCE PRODUCTS TRUST

By:
-----------------------------
Name: Todd B. Cipperman
Title: Vice President

FIRST UNION NATIONAL BANK

By:
-----------------------------
Name:
Title: Vice President

- 10 -
<PAGE>

SCHEDULE A

FEE SCHEDULE

1.00 basis points on the first $2.5 billion

.75 basis points on the next $2.5 billion

.50 basis points son the next $5 billion

.40 basis points on remainder

Transactions billed separately by fund at the now current rates. Asset level
charges billed as one invoice covering all SEI Insurance Products Trust funds
custodied at First Union. SEI will allocate charges back to individual funds.
Transactions charges are subject to change.

- 11 -
<PAGE>

SCHEDULE B

CUSTODY SERVICES

Transaction Fees

$ 4.00 Per trade and maturity clearing through Depository Trust
Company.

$10.00 Per trade and maturity clearing book entry through
Federal Reserve.

$15.00 Per trade and maturity for assets requiring physical
settlement.

$10.00 Per trade and maturity clearing through Participants
Trust Company.

$ 4.00 Paydowns on mortgage-backed securities.

$ 5.50 Fed wire charge on Repo collateral in/out.

$ 5.50/7.50 Other cash wire transfers in/out.

$ 5.50 Dividend reinvestment.

$ 2.50 Fed charge for sale/return of collateral.

- 12 -

<PAGE>

ADMINISTRATION AGREEMENT

SEI INSURANCE PRODUCTS TRUST

THIS AGREEMENT is made as of this 29th day of March, 1999, by and between
SEI Insurance Products Trust, a Massachusetts business trust (the "Trust"), and
SEI Investments Fund Management (the "Administrator"), a Delaware Corporation.

WHEREAS, the Trust is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of Common Stock; and

WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such funds of the Trust as the Trust and the Administrator may agree on
("Funds") and as listed on the schedules attached hereto ("Schedules") and made
a part of this Agreement, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:

ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the
Administrator to act as the administrator of the Funds and to furnish the Funds
with the management and administrative services as set forth in Article 2 below.
The Administrator hereby accepts such employment to perform the duties set forth
below.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.

ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator shall
perform or supervise the performance by others of other administrative services
in connection with the operations of the Funds, and, on behalf of the Trust,
will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Funds' operations. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance by any investment adviser
or sub-adviser of its responsibilities. The Administrator may appoint a
sub-administrator to perform certain of the services to be performed by the
Administrator hereunder.

The Administrator shall provide the Trust with administrative services,
regulatory reporting, fund accounting and related fund accounting services, all
necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Trustees' meetings) for handling the
affairs of the Funds and such other services as the Trustees may, from time to
time, reasonably request and the Administrator shall, from time to time,
reasonably determine to be necessary to perform its obligations under this
Agreement. In addition, at the request of the Trust's Board of Trustees (the
"Trustees"), the Administrator shall make reports to the Trustees concerning the
performance of its obligations hereunder.

1
<PAGE>

Without limiting the generality of the foregoing, the Administrator shall:

(A) calculate contractual Trust expenses and control all disbursements for
the Trust, and as appropriate compute the Trust's yields, total
return, expense ratios, fund turnover rate and, if required, fund
average dollar-weighed maturity;

(B) assist Trust counsel with the preparation of prospectuses, statements
of additional information, registration statements, and proxy
materials;

(C) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Trust's shares with state
securities authorities, monitor sale of Trust shares for compliance
with state securities laws. and file with the appropriate state
securities authorities the registration statements and reports for the
Trust and the Trust's shares and all amendments thereto, as may be
necessary or convenient to register and keep effective the Trust and
the Trust's shares with state securities authorities to enable the
Trust to make a continuous offering of its shares;

(D) develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses,
notices, proxy statements, proxies and other reports to Trust
shareholders, and supervise and facilitate the solicitation of proxies
solicited by the Trust for all shareholder meetings, including
tabulation process for shareholder meetings;

(E) coordinate with Trust counsel the preparation and negotiation of, and
administer contracts on behalf of the Trust with, among others, the
Trust's investment adviser, distributor, custodian, and transfer
agent;

(F) maintain the Trust's general ledger and prepare the Trust's financial
statements, including expense accruals and payments, determine the net
asset value of the Trust's assets and of the Trust's shares, and
supervise the Trust's transfer agent with respect to the payment of
dividends and other distributions to shareholders;

(G) calculate performance data of the Trust and its funds for
dissemination to information services covering the investment company
industry;

(H) coordinate and supervise the preparation and filing of the Trust's
tax returns;

(I) examine and review the operations and performance of the various
organizations providing services to the Trust or any Fund of the
Trust, including, without limitation, the Trust's investment adviser,
distributor, custodian, transfer agent, outside legal counsel and
independent public accountants, and at the request of the Trustees,
report to the Trustees on the performance of organizations;

2
<PAGE>

(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of the
Trust's semi-annual and annual reports to shareholders;

(K) provide internal legal and administrative services as requested by the
Trust from time to time;

(L) assist with the design, development, and operation of the Trust,
including new fund and class investment objectives, policies and
structure;

(M) provide individuals acceptable to the Trustees for nomination,
appointment, or election as officers of the Trust, who will be
responsible for the management of certain of the Trust's affairs as
determined by the Trustees;

(N) advise the Trust and its Trustees on matters concerning the Trust and
its affairs;

(O) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by the Trust's Board
of Trustees;

(P) monitor and advise the Trust and its Funds on their registered
investment company status under the Internal Revenue Code of 1986, as
amended;

(Q) perform all administrative services and functions of the Trust and
each Fund to the extent administrative services and functions are not
provided to the Trust or such Fund pursuant to the Trust's or such
Fund's investment advisory agreement, distribution agreement,
custodian agreement and transfer agent agreement;

(R) furnish advice and recommendations with respect to other aspects of
the business and affairs of the Funds as the Trust and the
Administrator shall determine desirable; and

(S) prepare and file with the SEC the semi-annual report for the Trust on
Form N-SAR and all required notices pursuant to Rule 24f-2.

Also, the Administrator will perform other services for the Trust as agreed from
time to time, including, but not limited to performing internal audit
examinations; mailing the annual reports of the Funds; preparing an annual list
of shareholders; and mailing notices of shareholders' meetings, proxies and
proxy statements, for all of which the Trust will pay the Administrator's
out-of-pocket expenses.

ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.

(A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated

3
<PAGE>

persons of the Administrator or any affiliated corporation of the Administrator;
provided, however, that unless otherwise specifically provided, the
Administrator shall not be obligated to pay the compensation of any employee of
the Trust retained by the Trustees of the Trust to perform services on behalf of
the Trust.

(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or the investment adviser to
the Trust or any affiliated corporation of the Administrator or the investment
Adviser, the costs of Trustees' meetings, insurance, interest, brokerage costs,
litigation and other extraordinary or nonrecurring expenses, and all fees and
charges of investment advisers to the Trust.

ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.

(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in the Schedules. Such compensation shall be calculated and
accrued daily, and paid to the Administrator monthly.

If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, the Administrator's compensation
for that part of the month in which this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above. Payment of the Administrator's compensation for the preceding month shall
be made promptly.

(B) COMPENSATION FROM TRANSACTIONS. The Trust hereby authorizes any entity
or person associated with the Administrator which is a member of a national
securities exchange to effect any transaction on the exchange for the account of
the Trust which is permitted by Section 11 (a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the
retention of compensation for such transactions in accordance with Rule
11a2-2(T) (a) (2) (iv).

(C) SURVIVAL OF COMPENSATION RATES. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.

ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable law which
cannot be waived or modified hereby. (As used in this Article 5, the term
"Administrator" shall include directors, officers, employees and other agents of
the Administrator as well as that corporation itself..)

4
<PAGE>

So long as the Administrator, or its agents, acts in good faith and with
due diligence and without negligence, the Trust assumes full responsibility and
shall indemnify the Administrator and hold it harmless from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said
administration, transfer agency, and dividend disbursing relationships to the
Trust or any other service rendered to the Trust hereunder. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
hereunder.

The Trust shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.

The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Trust, and
that the Administrator may be or become interested in the Trust as a Shareholder
or otherwise.

5
<PAGE>

ARTICLE 7. CONFIDENTIALITY. The Administrator agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Trust and its prior, present or potential Shareholders and
relative to the Adviser and its prior, present or potential customers, except,
after prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.

ARTICLE 8. EQUIPMENT FAILURES. In the event of equipment failures beyond
the Administrator's control, the Administrator shall, at no additional expense
to the Trust, take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto. The Administrator shall develop and
maintain a plan for recovery from equipment failures which may include
contractual arrangements with appropriate parties making reasonable provision
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available.

ARTICLE 9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Administrator undertakes to comply with all applicable requirements of the 1933
Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties to be
performed by the Administrator hereunder.

ARTICLE 10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective on the date set forth in the Schedules and shall remain
in effect for the initial term of the Agreement (the "Initial Term") and each
renewal term thereof (each, a "Renewal Term"), each as set forth in the
Schedules, unless terminated in accordance with the provisions of this Article
10. This Agreement may be terminated only: (a) by the mutual written agreement
of the parties; (b) by either party hereto on 90 days' written notice, as of the
end of the Initial Term or the end of any Renewal Term; (c) by either party
hereto on such date as is specified in written notice given by the terminating
party, in the event of a material breach of this Agreement by the other party,
provided the terminating party has notified the other party of such breach at
least 45 days prior to the specified date of termination and the breaching party
has not remedied such breach by the specified date; (d) effective upon the
liquidation of the Administrator; or (e) as to any Fund or the Trust, effective
upon the liquidation of such Fund or the Trust, as the case may be. For purposes
of this Article 10, the term "liquidation" shall mean a transaction in which the
assets of the Administrator, the Trust or a Fund are sold or otherwise disposed
of and proceeds therefrom are distributed in cash to the shareholders in
complete liquidation of the interests of such shareholders in the entity.

This Agreement shall not be assignable by the Administrator, without the
prior written consent of the Trust, except to an entity that is controlled by,
or under common control, with, the Administrator.

ARTICLE 11. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

ARTICLE 12. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator,

6
<PAGE>

but shall be the property of the Trust and will be made available to or
surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.

ARTICLE 13. DEFINITIONS OF CERTAIN TERMS. The terms "interested person" and
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

ARTICLE 14. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other party
at the last address furnished by the other party to the party giving notice: if
to the Trust, at c/o Kevin P. Robins, General Counsel, SEI Investments Fund
Management, 1 Freedom Valley Drive, Oaks, PA 19456; and if to the Administrator
at 1 Freedom Valley Drive, Oaks, PA 19456.

ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.

ARTICLE 16. MULTIPLE ORIGINALS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

ARTICLE 17. LIMITATION OF LIABILITY. The Administrator is hereby expressly
put on notice of the limitation of liability as set forth in Article XI of the
Trust's Declaration of Trust and agrees that the obligations pursuant to this
Agreement of a particular Fund and of the Trust with respect to that Fund shall
be limited solely to the assets of that Fund, and the Administrator shall not
seek satisfaction of any such obligation from any other Fund, the shareholders
of any Fund, the Trustees, officers, employees or agents of the Trust, or any of
them.

7
<PAGE>

ARTICLE 18. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties and the Funds hereunder, shall be binding on, and
inure to the benefit of, the parties and the Funds and the respective successors
and assigns of each of them.

ARTICLE 19. YEAR 2000 COMPLIANT. The Administrator warrants that all
software code owned or under control by it, used in the performance of its
obligations hereunder will be Year 2000 Compliant. For purposes of this
paragraph, "Year 2000 Compliant" means that the software will continue to
operate beyond December 31, 1999 without creating any logical or mathematical
inconsistencies concerning any date after December 31, 1999 and without
decreasing the functionality of the system applicable to dates prior to
January 1, 2000 including, but not limited to, making changes to (a) date and
data century recognition; (b) calculations which accommodate sameand
multi-century formulas and date values; and (c) input/output of date values
which reflect century dates. All changes described in this paragraph will be
made at no additional cost to the Fund.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

SEI INSURANCE PRODUCTS TRUST

By: /s/ Todd Cipperman
----------------------

Attest: /s/ Cynthia Parrish
----------------------

SEI INVESTMENTS FUND MANAGEMENT

By: /s/ Cynthia Parrish
----------------------

Attest: /s/ Todd Cipperman
----------------------

8
<PAGE>

SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED AS OF MARCH 29, 1999
BETWEEN
SEI INSURANCE PRODUCTS TRUST
AND
SEI INVESTMENTS FUND MANAGEMENT

Funds: This Agreement shall apply to all Funds of the Trust, either now in
the future created. The following is a listing of the current funds of
the Trust: SEI VP Large Cap Value, SEI VP Large Cap Growth, SEI VP S&P
500 Index, SEI VP Small Cap Value, SEI VP Small Cap Growth, SEI VP
International Equity, SEI VP Emerging Markets Equity, SEI VP Core
Fixed Income, SEI VP Bond Index, SEI VP High Yield Bond, SEI VP
International Fixed Income, SEI VP Emerging Markets Debt, and SEI VP
Prime Obligation Funds (collectively, the "Funds").

Fees: Pursuant to Article 4, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Funds at an
annual rate, which is calculated daily and paid monthly, at a maximum
administrative fee equal to the following percentage of each Funds'
average daily net assets:

SEI VP Large Cap Value Fund .35%
SEI VP Large Cap Growth Fund .35%
SEI VP S&P 500 Index Fund .22%
SEI VP Small Cap Value Fund .35%
SEI VP Small Cap Growth Fund .35%
SEI VP International Equity Fund .45%
SEI VP Emerging Markets Equity Fund .65%
SEI VP Bond Index Fund .35%
SEI VP Core Fixed Income Fund .28%
SEI VP High Yield Bond .35%
SEI VP International Fixed Income Fund .60%
SEI VP Emerging Markets Debt Fund .65%
SEI VP Prime Obligation Fund .42%

Term: This Agreement shall become effective on March 29, 1999, and shall
remain in effect for an Initial Term of two (2) years from such date
and, thereafter, for successive Renewal Terms of one (1) year each,
unless and until this Agreement is terminated in accordance with the
provisions of Article 10 hereof.

<PAGE>

October 8, 1999

SEI Insurance Products Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Re: Opinion of Counsel regarding Pre-Effective Amendment No. 1
to the Registration Statement filed on Form N-1A under the
Securities Act of 1933 (File No. 333-70013).
----------------------------------------------------------

Ladies and Gentlemen:

We are furnishing this opinion with respect to the proposed offer and sale from
time to time of an indefinite number of units of beneficial interest, without
par value (the "Shares"), of SEI Insurance Products Trust (the "Trust"), a
Massachusetts business trust, in registration under the Securities Act of 1933
by a Registration Statement on Form N-1A (File No. 333-70013) as amended from
time to time (the "Registration Statement").

We have acted as counsel to the Trust since its inception, and we are familiar
with the actions taken by its Trustees to authorize the issuance of the Shares.
We have reviewed the Declaration of Trust, the By-laws, and the minute books of
the Trust, and such other certificates, documents and opinions of counsel as we
deem necessary for the purpose of this opinion.

We have reviewed the Trust's Notification of Registration on Form N-8A under the
Investment Company Act of 1940. We have assisted in the preparation of the
Trust's Registration Statement, including all pre-effective amendments thereto,
filed or to be filed with the Securities and Exchange Commission.

In our review we have assumed the genuineness of all signatures, the
authenticity and completeness of all documents purporting to be originals
(whether reviewed by us in original or in copy form), and the conformity to the
originals of all documents purporting to be copies.
<PAGE>

SEI Insurance Products Trust
August 11, 1999
Page 2

We have assumed the appropriate action will be taken to register or qualify the
sale of the Shares under any applicable state and federal laws regulating sales
and offerings of securities.

Based upon the foregoing, we are of the opinion that:

1. The Trust is a business trust validly existing under the laws of the
Commonwealth of Massachusetts. The Trust is authorized under its
Declaration of Trust to issue an unlimited number of Shares in series
representing interests in Class A of the SEI VP Large Cap Value, SEI VP
Large Cap Growth, SEI VP S&P 500 Index, SEI VP Small Cap Value , SEI VP
Small Cap Growth, SEI VP International Equity, SEI VP Emerging Markets
Equity, SEI VP Core Fixed Income, SEI VP Bond Index, SEI VP High Yield
Bond, SEI VP International Fixed Income, SEI VP Emerging Markets Debt and
SEI VP Prime Obligation Funds and in such other series or classes as the
Trustees may hereafter duly authorize.

2. Upon the issuance of any Shares of any of the series or classes of the
Trust for payment therefor as described in, and in accordance with the
Registration Statement and the Declaration of Trust and By-laws of the
Trust, the Shares so issued will be validly issued, fully paid and
non-assessable, except that, as set forth in the Registration Statement,
shareholders of the Shares of the Trust may under certain circumstances be
held personally liable for its obligations.

This opinion is intended only for your use in connection with the offering
of Shares and may not be relied upon by any other person.

We hereby consent to the inclusion of this opinion as Exhibit (i) to the
Trust's Pre-Effective Amendment No. 1 to be filed with the Securities and
Exchange Commission and to the reference to our firm under the caption
"Legal Counsel" in the Statement of Additional Information filed as part of
such Amendment.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in Pre-Effective Amendment No. 1 to the Registration
Statement (File No. 333-70013) and Amendment No. 1 to the Registration Statement
(File No. 811-09183) of SEI Insurance Products Trust (the "Trust"), on Form N-1A
under the Securities Act of 1933 and the Investment Company Act of 1940
respectively, of our report dated August 11, 1999 on our audit of the seed
balance sheet of the Trust, which is included in the Pre-Effective Amendment to
the Registration Statement. We also consent to the reference to our Firm under
the caption "Experts" and "Financial Statements" in the Statement of Additional
Information.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
October 12, 1999