<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1995.
File No. 2-97111
File No. 811-4283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 18 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 20 /X/
SEI INDEX FUNDS
(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)
Registrant's Telephone Number, including Area Code (800) 932-7781
Robert Nesher
c/o SEI Corporation
680 East Swedesford Road
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esquire John H. Grady, Jr., Esquire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, Pennsylvania 19103 Washington, D.C. 20036
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, an indefinite number of units of beneficial interest is being registered
by this Registration Statement. Registrant's Rule 24f-2 Notice for fiscal year
ended March 31, 1995 was filed on May 23, 1995.
<PAGE>
SEI INDEX FUNDS
CROSS REFERENCE SHEET
Post-Effective Amendment No. 18
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis *
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Trust; Investment Objectives and Policies;
General Investment Policies; General Information;
Investment Limitations; Description of Permitted
Investments and Risk Factors
Item 5. Management of the Fund General Information; The Administrator; The
Manager and The Shareholder Servicing Agent;
Distribution
Item 6. Capital Stock and Other Securities Taxes; General Information;
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *
PART B - ALL PORTFOLIOS
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Trust
Item 13. Investment Objectives and Policies Description of Permitted Investments; Investment
Limitations
Item 14. Management of the Registrant Trustees and Officers of the Trust; The
Administrator
Item 15. Control Persons and Principal Holders of Securities Trustees and Officers of the Trust; 5%
Shareholders
Item 16. Investment Advisory and Other Services The Administrator; Distribution; Experts; The
Manager and The Shareholder Servicing Agent;
Custodian and Independent Public Accountant
Item 17. Brokerage Allocation Portfolio Transactions; Trading Practices and
Brokerage
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Securities Purchase and Redemption of Shares; Description of
Being Offered Shares; Determination of Net Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters Distribution
Item 22. Calculation of Yield Quotations Performance
Item 23. Financial Statements Financial Information
</TABLE>
i
<PAGE>
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of the Registration Statement.
*Not Applicable
ii
<PAGE>
The Prospectus for the Bond Index Portfolio and the Class A Shares of the S&P
500 Index Portfolio and the Statement of Additional Information included as part
of Post-Effective Amendment No. 17 to the Registrant's Registration Statement on
Form N-1A (File No. 2-97111) filed with the Securities and Exchange Commission
on May 31, 1995, is hereby incorporated by reference as if set forth in full
herein.
<PAGE>
SEI INDEX FUNDS
, 1996
- --------------------------------------------------------------------------------
S&P 500 INDEX PORTFOLIO
- --------------------------------------------------------------------------------
This Prospectus sets forth concisely information about the above-referenced
Portfolio that an investor needs to know before investing. Please read this
Prospectus carefully, and keep it on file for future reference.
A Statement of Additional Information dated July 31, 1995 has been filed with
the Securities and Exchange Commission and is available upon request and
without charge through the Distributor, SEI Financial Services Company, 680
East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-5734. The
Statement of Additional Information is incorporated into this Prospectus by
reference.
SEI Index Funds (the "Trust") is an open-end investment management company that
offers financial institutions a convenient means of investing their own funds
or funds for which they act in a fiduciary, agency or custodial capacity in
professionally managed diversified portfolios of securities. Each Portfolio may
offer separate classes of shares that differ from each other primarily in the
allocation of certain distribution expenses. This Prospectus offers Class E
shares of the Trust's S&P 500 Index Portfolio (the "Portfolio").
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY IN-
SURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RE-
SERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES
INVOLVES RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
S&P 500
INDEX
-------
<S> <C>
Management/Advisory Fees (after fee waiver) /1/ .15%
12b-1 Fees .20%
Other Expenses .05%
- --------------------------------------------------------
Total Operating Expenses (after waiver) /2/ .40%
- --------------------------------------------------------
</TABLE>
1 The Manager has waived, on a voluntary basis, a portion of its fee, and the
management/advisory fees shown reflect this voluntary waiver. The Manager
reserves the right to terminate its waiver at any time in its sole
discretion. Absent such fee waiver, management/advisory fees for the
Portfolio would be .25%.
2 Absent the voluntary fee waivers described above, total operating expenses
for the Portfolio would be .50%. Additional information may be found under
"The Manager and Shareholder Servicing Agent."
EXAMPLE
- --------------------------------------------------------------------------------
An investor in a Portfolio would pay
the following expenses on a $1,000
investment assuming (1) 5% annual re-
turn and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
1YR. 3YRS. 5YRS. 10YRS.
---- ----- ----- ------
<S> <C> <C> <C>
$ 4 $13 $22 $51
- ----------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in shares of the Portfolio. A person who purchases shares
through a financial institution may be charged separate fees by that
institution. The information set forth in the foregoing table and example
relates only to the Portfolio's Class E shares (a class of shares of the
Portfolio). The Portfolio also offers Class A shares which are subject to the
same expenses, except there are different distribution costs. Additional
Information may be found under "The Manager and Shareholder Servicing Agent,"
"The Adviser" and "Distribution."
2
<PAGE>
FINANCIAL HIGHLIGHTS ___________________________________________________________
The following financial highlights, for a share outstanding throughout each
period, have been audited by Arthur Andersen LLP, independent public
accountants, whose report thereon was unqualified. This information should be
read in conjunction with the Trust's financial statements and notes thereto,
which are included in the Trust's Statement of Additional Information and which
appear, along with the report of Arthur Andersen LLP, in the Trust's March 31,
1995 Annual Report to Shareholders. Additional performance information is set
forth in the Annual Report to Shareholders and is available upon request and
without charge by calling 1-800-342-5734.
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD**
<TABLE>
<CAPTION>
Income from Investment
Operations
----------------------
Net
Realized Less Distributions
and -------------------------------- Net Net
Net Asset Unrealized Dividends Asset Assets,
Value, Net Gain (Loss) Total from from Net Distributions Returns Value, End of
Beginning Investment on Investment Investment from Capital of Total End of Total Period
of Period Income /2/ Investments Operations Income Gains Capital Distributions Period Return (000)
- -------------------------------------------------------------------------------------------------------------------------------
- -----------------------
S&P 500 INDEX PORTFOLIO
=======================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4/1/94 to
3/31/95 $15.07 $0.42 $1.79 $2.21 $(0.42) $(0.46) -- $(0.88) $16.40 15.26% $458,012
4/1/93 to
3/31/94 15.80 0.43 (0.22) 0.21 (0.42) (0.52) -- (0.94) 15.07 1.19 424,647
4/1/92 to
3/31/93 14.17 0.40 1.69 2.09 (0.40) (0.06) -- (0.46) 15.80 14.97 675,484
4/1/91 to
3/31/92 13.43 0.40 1.01 1.41 (0.41) (0.26) -- (0.67) 14.17 10.71 470,847
4/1/90 to
3/31/91 12.45 0.43 1.24 1.67 (0.43) (0.26) -- (0.69) 13.43 14.18 261,165
4/1/89 to
3/31/90 10.88 0.42 1.64 2.06 (0.43) (0.06) -- (0.49) 12.45 19.02 192,154
4/1/88 to
3/31/89 9.63 0.39 1.26 1.65 (0.40) -- -- (0.40) 10.88 17.60 125,714
4/1/87 to
3/31/88 12.68 0.43 (1.65) (1.22) (0.45) (1.38) -- (1.83) 9.63 (9.35) 105,473
4/1/86 to
3/31/87 12.45 0.42 2.63 3.05 (0.38) (2.44) -- (2.82) 12.68 25.96 103,468
8/1/85 to
3/31/86 /1/ 10.00 0.29 2.37 2.66 (0.21) -- -- (0.21) 12.45 40.43* 94,224
<CAPTION>
Ratios and Supplemental Data
----------------------------------------------------
Ratio of
Net
Ratio of Investment
Ratios of Expenses Ratio of Income to
Expenses to Average Net Average
to Net Assets Investment Net Assets
Average (Excluding Income to (Excluding Portfolio
Net Fee Average Fee Turnover
Assets Waivers) Net Assets Waivers) Rate
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
4/1/94 to
3/31/95 0.25% 0.35% 2.69% 2.59% 4.00%
4/1/93 to
3/31/94 0.25 0.33 2.57 2.49 23.00
4/1/92 to
3/31/93 0.25 0.35 2.75 2.65 1.00
4/1/91 to
3/31/92 0.25 0.34 2.99 2.90 1.00
4/1/90 to
3/31/91 0.25 0.32 3.56 3.49 40.00
4/1/89 to
3/31/90 0.25 0.36 3.58 3.47 10.00
4/1/88 to
3/31/89 0.25 0.39 4.03 3.89 47.00
4/1/87 to
3/31/88 0.25 0.43 3.74 3.56 77.00
4/1/86 to
3/31/87 0.23 0.44 3.29 3.08 145.00
8/1/85 to
3/31/86 /1/ 0.20* 0.44* 4.10* 3.86 66.00
</TABLE>
* Annualized
** Class A share financial information is provided to investors for
informational purposes only and should be referred to as an historical guide
to the Portfolio's operations. Past performance does not indicate future
results. Financial information for Class E shares will be provided to
investors upon the completion of the Portfolio's fiscal year.
1 Commenced operations on 8/1/85
2 Had management fees not been waived and certain other expenses not been
absorbed by the Manager for the Portfolio, the net investment income per
share would have been $.41, $.41, $.39, $.38, $.42, $.41, $.37, $.41, $.39
and $.27 for the periods ending 3/31/95 through 3/31/86, respectively.
3
<PAGE>
THE TRUST ______________________________________________________________________
SEI Index Funds (the "Trust") is an open-end management investment company that
has diversified portfolios. The Trust offers units of beneficial interest
("shares") in separate investment portfolios. The S&P 500 Index Portfolio (the
"Portfolio") has two separate classes of shares, Class A and Class E, which
provide for variations in distribution expenses. This prospectus offers Class E
shares of the Portfolio. Additional information pertaining to the Trust may be
obtained in writing from SEI Financial Services Company, 680 East Swedesford
Road, Wayne, PA 19087 or by calling 1-800-342-5734.
INVESTMENT
OBJECTIVES AND
POLICIES _______________________________________________________________________
S&P 500 INDEX The S&P 500 Index Portfolio seeks to provide investment
PORTFOLIO 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 common stocks, most which are
listed on the New York Stock Exchange. There is no assurance
that the Portfolio will achieve its investment objective.
The S&P 500 Index Portfolio's ability to duplicate the
performance of the S&P 500 Index will depend to some extent
on the size and timing and cashflows into and out of the
Portfolio as well as the extent of the Portfolio's expenses.
Adjustments made to accommodate cash flows will track the
index to the maximum extent possible and may result in
brokerage expenses for the Portfolio. Over time, the
correlation between the performance of the Portfolio 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 Portfolio,
including the value of its dividend and capital gains
distributions, increased or decreased in exact proportion to
changes in the S&P 500 Index. An investment in shares of the
Portfolio involves risks similar to those of investing in a
portfolio consisting of the common stocks of some or all of
the companies included in the Index.
The Portfolio will normally be invested in all of the
stocks which comprise the S&P 500 Index, except when changes
are made to the S&P 500 Index itself. The Portfolio's policy
is to be fully invested in common stocks, and it is expected
that cash reserve items would normally be less than 10% of
net assets.
The weightings of stocks in the S&P 500 Index are based
on each stock'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 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, the Portfolio's investment
adviser (the "Adviser" or "World"), makes no attempt to
"manage" the Portfolio in the traditional sense by using
economic, financial or market analysis. The adverse
financial situation of a company usually
4
<PAGE>
will not result in the elimination of a stock from the
Portfolio. However, the Trust reserves the right, without
the obligation, to remove an investment from the Portfolio
if, in the judgment of World, the merit of the investment
has been substantially impaired by extraordinary events or
financial conditions. Furthermore, administrative
adjustments may be made in the Portfolio 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 portfolio
securities or whether to tender portfolio securities
pursuant to a tender or exchange offer.
The S&P 500 Index Portfolio 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 Portfolio or any member of the
public regarding the advisability of investing in index
funds or the Portfolio or the ability of the Index to track
general stock market performance.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. S&P
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE PORTFOLIO, OWNERS OF THE PORTFOLIO, OR ANY
DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN.
S&P'S ONLY RELATIONSHIP TO THE PORTFOLIO IS THE LICENSING OF
THE S&P MARKS AND THE INDEX, WHICH IS DETERMINED, COMPOSED,
AND CALCULATED BY S&P WITHOUT REGARD TO THE LICENSEE OR THE
PORTFOLIO.
The equity securities in which the S&P 500 Index
Portfolio may invest are common stocks, preferred stocks,
warrants to acquire common stock and securities convertible
into common stock.
The Portfolio may enter into stock index futures
contracts, provided that the value of these contracts does
not exceed 20% of the Portfolio's total assets. The
Portfolio may purchase futures contracts solely to maintain
adequate liquidity to meet its redemption demands while
maximizing the level of the Portfolio's assets which are
tracking the performance of the Index. In addition, the
Portfolio may only purchase those stock index futures
contracts--such as futures contracts on the index--that are
likely to closely duplicate the performance of the S&P 500
Index. The Portfolio also can sell such futures contracts in
order to close out a previously established position. The
Portfolio 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 Portfolio will not purchase
or sell futures contracts if immediately thereafter the sum
of the amount of margin deposits on its existing futures
positions would exceed 5% of its total assets.
5
<PAGE>
The Portfolio may invest in the stock of foreign issuers
which is traded in the United States. The Portfolio
ordinarily will purchase securities of foreign issuers in
U.S. markets. However, the Portfolio may purchase securities
of foreign issuers directly in foreign markets if the
Adviser determines that it is in the best interest of the
Portfolio to do so.
The Portfolio 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
Investors Services, Inc. ("Moody's"), certificates of
deposit and repurchase agreements involving such
obligations. Such investments will not be used for defensive
purposes.
GENERAL
INVESTMENT
POLICIES _______________________________________________________________________
The Portfolio may lend up to 20% of its assets to qualified
institutions for the purpose of realizing additional income,
however the Portfolio has no present intention to lend its
securities. The Portfolio may invest in illiquid securities,
however, not more than 10% of the total assets of the
Portfolio will be invested in such instruments. The
Portfolio may enter into forward commitments, or purchase
securities on a when-issued or delayed delivery basis.
For additional information regarding the Portfolio's
permitted investments see "Description of Permitted
Investments and Risk Factors" in this Prospectus and in the
Statement of Additional Information. For a description of
the above ratings, see the Statement of Additional
Information.
INVESTMENT
LIMITATIONS ____________________________________________________________________
The investment objective and investment limitations are
fundamental policies of the Portfolio. Fundamental policies
cannot be changed with respect to the Trust or a Portfolio
without the consent of the holders of a majority of the
Trust's or that Portfolio's outstanding shares.
The Portfolio may not:
1. Purchase securities of any issuer (except securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities) and if, as a result, more
than 5% of total assets of the Portfolio would be
invested in the securities of such issuer. This
restriction applies to 75% of the Portfolio's total
assets.
2. Purchase any securities which would cause more than 25%
of the total assets of the Portfolio 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
6
<PAGE>
apply to investments in obligations issued or guaranteed by
the United States Government or its agencies and
instrumentalities.
3. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the value
of the total assets of the Portfolio. This borrowing
provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate substantial
redemption requests if they should occur and is not for
investment purposes. All borrowings will be repaid before
making additional investments for the Portfolio and any
interest paid on such borrowings will reduce the
Portfolio's income.
4. Make loans, except that the Portfolio may enter into
repurchase agreements, provided that repurchase
agreements and time deposits maturing in more than seven
days, and other illiquid securities, including securities
which are not readily marketable or are restricted, are
not to exceed, in the aggregate, 10% of the Portfolio's
total assets, may engage in securities lending as
described in this Prospectus and may purchase or hold
debt instruments in accordance with its investment
objectives and policies.
The foregoing percentage limitations will apply at the time
of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional
Information.
THE MANAGER
AND SHAREHOLDER
SERVICING AGENT ________________________________________________________________
SEI Financial Management Corporation (the "Manager" or the
"Transfer Agent"), a wholly-owned subsidiary of SEI
Corporation ("SEI"), and the Trust are parties to a
management agreement (the "Management Agreement"). Under the
terms of the Management Agreement, the Manager is
responsible for providing the Trust with overall management
services, regulatory reporting, all necessary office space,
equipment, personnel and facilities and for acting as
transfer agent, dividend disbursing agent, and shareholder
servicing agent.
For these services, the Manager is entitled to a fee
which is calculated daily and paid monthly at an annual rate
of .22% of the average daily net assets of the Portfolio.
The Manager may from time to time waive all or a portion of
its fee in order to limit the operating expenses of the
Portfolio. Any such waiver is voluntary and may be
terminated at any time in its sole discretion.
For the fiscal year ended March 31, 1995, the Portfolio
paid management fees, after fee waivers, of .12% of its
average daily net assets.
7
<PAGE>
THE ADVISER ____________________________________________________________________
World Asset Management ("World" or the "Adviser") is a
general partnership organized by Munder Capital Management
("MCM"), a general partnership formed in December, 1994,
which engages in investment management and advisory
services. As of December 31, 1994 total assets under
management of World were $6.0 billion and assets under
management of MCM were $29.5 billion. The principal business
address for the Adviser is 100 Renaissance Center, 38th
Floor, Detroit, Michigan 48275-3040.
The Adviser and the Trust are parties to an investment
advisory agreement relating to the Portfolios (the "Advisory
Agreement").
Under the terms of this Advisory Agreement, the Adviser
provides the Trust with certain record keeping and
management services in connection with the Portfolios
including monitoring the indexing systems and determining
which securities to purchase and sell in order to keep each
Portfolio in balance with its respective index.
The Adviser is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .03% of the
average daily net assets of each Portfolio. No monthly
payment to the Adviser shall exceed the payment actually
made to the Manager pursuant to the current Management
Agreement between the Manager and the Trust. For the fiscal
year ended March 31, 1995, the Portfolio paid advisory fees,
after waivers, of .03% of its average daily net assets to
each of Woodbridge Capital Management and World.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as the Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each Class of the
Trust has adopted a distribution plan relating to its shares
(the "Class A Plan" and "Class E Plan", respectively),
pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act").
The Class E Plan provides for reimbursement for expenses
incurred by the Distributor in an amount not to exceed .05%
of the average daily net assets of the Portfolio on an
annualized basis.
Distribution-related expenses reimbursable to the
Distributor under the budget include those related to the
costs of the printing, reports, prospectuses, notices and
similar materials for persons other than current
shareholders, advertising expenses and promotional and sales
expenses including expenses for travel, communication and
compensation and benefits for sales personnel. Distribution
expenses not attributable to a specific Portfolio are
allocated among each of the portfolios of the Trust based on
the
8
<PAGE>
basis of their relative average net assets. The Trust is not
obligated to reimburse the Distributor for any expenditures
in excess of the approved budget.
The Class E Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor at an annual rate of .15% of the
Portfolio's average daily net assets attributable to Class E
shares. These payments are characterized as "compensation,"
and are not directly tied to expenses incurred by the
Distributor. Accordingly, the payments the Distributor
receives during any year may be higher or lower than its
actual expenses. These additional payments compensate the
Distributor for its services in connection with distribution
assistance or the provision of shareholder services, and
some or all of it may be used to pay financial institutions
and intermediaries such as banks, savings and loan
associations, insurance companies, and investment
counselors, broker-dealers (including the Distributor's
affiliates and subsidiaries) for services or reimbursement
of expenses incurred in connection with distribution
assistance or the provision of shareholder services.
Currently, the Distributor is taking this additional
compensation payment under the Class E Plan at a rate of
.15% of the Portfolio's average daily net assets, on an
annualized basis, attributable to Class E shares.
It is possible that an institution may offer different
classes of shares to its customers and thus receive
different compensation with respect to different classes.
These financial institutions may also charge separate fees
to their customers.
The Trust may execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive compensation.
The Distributor may, from time to time in its sole
discretion, institute one or more promotional incentive
programs, which will be paid for by the Distributor from the
sales charge it receives or from any other source available
to it. Under any such program, the Distributor will provide
promotional incentives, in the form of cash or other
compensation, including merchandise, airline vouchers, trips
and vacation packages, to all dealers selling shares of the
Portfolio. Such promotional incentives will be offered
uniformly to all shares of the Portfolio, and also will be
offered uniformly to all dealers, predicated upon the amount
of shares of the Portfolio sold by such dealer.
PURCHASE AND
REDEMPTION
OF SHARES ____________________________________________________________________
Financial institutions may acquire shares of the Portfolio
for their own account or as a record owner on behalf of
fiduciary, agency or custody accounts by placing orders with
the Transfer Agent. Institutions that use certain SEI
proprietary systems may place orders electronically through
those systems. State securities laws may require banks and
financial institutions purchasing shares for their customers
to register as dealers pursuant to state laws. Financial
institutions may impose an earlier cut-off time for receipt
of purchase orders directed through them to allow for
processing and transmittal of these orders to
9
<PAGE>
the Transfer Agent for effectiveness the same day. Financial
institutions which purchase shares for the accounts of their
customers may impose separate charges on these customers for
account services. Shares of the Portfolio are offered only
to residents of states in which the shares are eligible for
purchase.
Shares of the Portfolio may be purchased or redeemed on
days on which the New York Stock Exchange is open for
business ("Business Days"). However, fund shares cannot be
purchased by Federal Reserve wire on federal holidays
restricting wire transfers.
Shareholders who desire to purchase shares for cash must
place their orders with the Transfer Agent prior to 4:00
p.m. Eastern time on any Business Day for the order to be
accepted on that Business Day. Cash investments must be
transmitted or delivered in federal funds to the wire agent
on the next Business Day following the day the order is
placed. The Trust reserves the right to reject a purchase
order when the Distributor determines that it is not in the
best interest of the Trust or shareholders to accept such
purchase order.
Purchases will be made in full and fractional shares of
the Portfolio calculated to three decimal places. The Trust
will send shareholders a statement of shares owned after
each transaction. The purchase price of shares is the net
asset value next determined after a purchase order is
received and accepted by the Trust. The net asset value per
share of the Portfolio is determined by dividing the total
market value of the Portfolio's investment and other assets,
less any liabilities, by the total outstanding shares of the
Portfolio. Net asset value per share is determined daily as
of the close of business of the New York Stock Exchange
(currently, 4:00 p.m. Eastern time) on any Business Day.
The market value of each portfolio security is obtained
by the Manager 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 equity and fixed income securities. This
system considers such factors as security prices, yields,
maturities, call features, ratings and developments relating
to specific securities in arriving at valuations. The
pricing service may also provide market quotations. The
procedures of the pricing service and its valuations are
reviewed by the officers of the Trust under the general
supervision of the Trustees.
Shareholders who desire to redeem shares of the Portfolio
must place their redemption orders with the Transfer Agent
prior to 4:00 p.m. Eastern time on any Business Day. The
redemption price is the net asset value per share of the
Portfolio next determined after receipt by the Transfer
Agent of the redemption order. Payment on redemption will be
made as promptly as possible and, in any event, within seven
days after the redemption order is received.
Shares of the Portfolio may be purchased in exchange for
securities included in the Portfolio subject to the
Manager's or the Adviser's determination that the securities
are acceptable. Securities accepted in an exchange will be
valued at market value. All accrued interest and
subscription of other rights which are reflected in the
market price of
10
<PAGE>
accepted securities at the time of valuation become the
property of the Trust and must be delivered by the
Shareholder to the Trust upon receipt from the issuer.
The Manager or Adviser will not accept securities for a
Portfolio unless (1) such securities are appropriate in the
Portfolio at the time of the exchange; (2) such an exchange
will not cause the Portfolio's weightings to become
materially imbalanced with respect to the weightings of the
securities included in the Index; (3) such securities are
acquired for investment and not for resale; (4) the
Shareholder represents and agrees that all securities
offered to the Trust for the Portfolio are not subject to
any restrictions upon their sale by the Portfolio under the
Securities Act of 1933, or otherwise; (5) such securities
are traded on the American Stock Exchange, the New York
Stock Exchange or on NASDAQ in an unrelated transaction with
a quoted sales price on the same day the exchange valuation
is made or, if not listed on such exchanges or on NASDAQ,
have prices available from an independent pricing service
approved by the Trust's Board of Trustees; and (6) the
securities may be acquired under the investment restrictions
applicable to the Portfolio.
Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Trust's transfer agent
will be responsible for any loss, liability, cost or expense
for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The
Trust and the Trust's transfer agent will each employ
reasonable procedures to confirm that instructions
communicated by telephone are genuine, including requiring a
form of personal identification prior to acting upon
instructions received by telephone and recording telephone
instructions.
If market conditions are extraordinarily active, or other
extraordinary circumstances exist, Shareholders may
experience difficulties placing redemption orders by
telephone, and may wish to consider placing orders by other
means.
PERFORMANCE ____________________________________________________________________
From time to time, the Portfolio may advertise yield and
total return. These figures will be based on historical
earnings and are not intended to indicate future
performance. No representation can be made concerning actual
future yields or returns. The yield of a Portfolio refers to
the income generated by a hypothetical investment in the
Portfolio over a thirty day period. This income is then
"annualized," i.e., the income over thirty days is assumed
to be generated over one year and is shown as a percentage
of the investment.
The total return of the Portfolio refers to the average
compounded rate of return on a hypothetical investment for
designated time periods, assuming that the entire investment
is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions.
The Portfolio may periodically compare its performance to
the performance of: other mutual funds tracked by mutual
fund rating services (such as Lipper Analytical); financial
and business publications and periodicals; broad groups of
comparable mutual
11
<PAGE>
funds; unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for
administrative and management costs; or to other investment
alternatives. The Portfolio may quote Morningstar, Inc., a
service that ranks mutual funds on the basis of risk-
adjusted performance. The Portfolio may use long-term
performance of these capital markets to demonstrate general
long-term risk versus reward scenarios and could include the
value of a hypothetical investment in any of the capital
markets. The Portfolio may also quote financial and business
publications and periodicals as they relate to fund
management, investment philosophy and investment techniques.
The Portfolio may quote various measures of volatility
and benchmark correlation in advertising and may compare
these measures to those of other funds. Measures of
volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures
of benchmark correlation indicate how valid a comparative
benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot
be calculated precisely.
The performance on Class A shares will normally be higher
than that on the Class E shares of the Portfolio because of
the additional distribution expenses charged to Class E
shares.
TAXES __________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state or local income tax treatment of the
Portfolio or its shareholders. Accordingly, shareholders are
urged to consult their tax advisers regarding specific
questions as to federal, state and local taxes. State and
local tax consequences of an investment in the Portfolio may
differ from the federal income tax consequences described
below. Additional information concerning taxes is set forth
in the Statement of Additional Information.
Tax Status of The Portfolio is treated as a separate entity for federal
the Portfolio income tax purposes and is not combined with the Trust's
other portfolios. The Portfolio intends to qualify for the
special tax treatment afforded regulated investment
companies ("RICs") under Subchapter M of the Code, so as to
be relieved of federal income tax on net investment company
taxable income and net capital gains (the excess of net
long-term capital gain over net short-term capital losses)
distributed to shareholders.
Tax Status of The Portfolio distributes substantially all of its net
Distributions investment income (including net short-term capital gains)
to shareholders. Dividends from the Portfolio's net
investment income are taxable to its shareholders as
ordinary income (whether received in cash or in additional
shares) and will not qualify for the deduction for the
corporate dividends-received deduction. Distributions of net
capital gains are taxable to shareholders as long-term
capital gains. The Portfolio provides annual reports to
shareholders of the federal income tax status of all
distributions.
12
<PAGE>
Dividends declared by the Portfolio in October, November
or December of any year and payable to shareholders of
record on a date in such a month will be deemed to have been
paid by the Portfolio and received by the Shareholders on
December 31 of the year declared if paid by the Portfolio at
any time during the following January.
The Portfolio intends to make sufficient distributions to
avoid liability for the federal excise tax.
Investment income received by the Portfolio from sources
within foreign countries may be subject to foreign income
taxes withheld at the source. To the extent that the
Portfolio is liable for foreign income taxes so withheld,
the Portfolio intends to operate so as to meet the
requirements of the Code to pass through to the shareholders
credit for foreign income taxes paid. Although the Portfolio
intends to meet Code requirements to pass through credit for
such taxes, there can be no assurance that the Portfolio
will be able to do so.
Sale, exchange or redemption of Portfolio shares is a
taxable transaction to the shareholder.
GENERAL
INFORMATION ____________________________________________________________________
The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated March 6, 1985. The
Declaration of Trust permits the Trust to offer separate
series of shares and different classes of each portfolio. In
addition to the Portfolio, the Trust consists of the Bond
Index Portfolio. All consideration received by the Trust for
shares of any class of any portfolio and all assets of such
portfolio or class belong to that portfolio 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.
Trustees of the The management and affairs of the Trust are supervised by
Trust 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.
Voting Rights Each share held entitles the shareholder of record to one
vote. The shareholders of each Portfolio or class will vote
separately on matters pertaining solely to that Portfolio 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
13
<PAGE>
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.
Reporting The Trust issues unaudited financial statements semi-
annually and audited financial statements annually. The
Trust furnishes proxy statements and other reports to
shareholders of record.
Shareholder Shareholder inquiries should be directed to the Manager, SEI
Inquiries Financial Management Corporation, 680 East Swedesford Road,
Wayne, PA 19087.
Dividends Substantially all of the net investment income (exclusive of
capital gains) of the Portfolio is periodically declared and
paid as a dividend. Dividends are paid currently on a
quarterly basis. Currently, net capital gains (the excess of
net long-term capital gain over net short-term capital loss)
realized, if any, will be distributed at least annually.
Shareholders automatically receive all income dividends
and capital gain distributions in additional shares at the
net asset value next determined following the record date,
unless the shareholder has elected to take such payment in
cash. Shareholders may change their election by providing
written notice to the Manager at least 15 days prior to the
distribution.
Dividends and capital gains of the Portfolio are paid on
a per-share basis. The value of each share will be reduced
by the amount of any such payment. If shares are purchased
shortly before the record date for a dividend or capital
gains distributions, a shareholder will pay the full price
for the share and receive some portion of the price back as
a taxable dividend or distribution.
The dividends on Class A shares of the Portfolio are
normally higher than those on the Class E shares because of
the additional distribution expenses charged to Class E
shares.
Counsel and Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
Independent Arthur Andersen LLP serves as the independent public
Accountants accountants of the Trust.
Custodian and Comerica Bank acts as custodian of the Trust's assets. The
Wire Agent Custodian holds cash, securities and other assets of the
Trust as required by the Investment Company Act of 1940, as
amended (the "1940 Act"). CoreStates Bank, N.A., Broad and
Chestnut Streets, P.O. Box 7618, Philadelphia, PA 19101 acts
as wire agent of the Trust's assets.
14
<PAGE>
DESCRIPTION OF
PERMITTED
INVESTMENTS AND
RISK FACTORS _________________________________________________________________
The following is a description of the permitted investment
practices for the Portfolio, and the associated risk
factors:
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are used by corporations to finance the shipment
and storage of goods and to furnish dollar exchange.
Maturities are generally six months or less.
Certificates of Certificates of deposit are interest bearing instruments
Deposit with a specific maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of
funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit have penalties
for early withdrawal.
Commercial Commercial paper is a term used to describe unsecured short-
Paper term promissory notes issued by banks, municipalities,
corporations and other entities. Maturities on these issues
vary from a few to 270 days.
Equity Investments in equity securities in general are subject to
Securities market risks that may cause their prices to fluctuate over
time. The value of convertible equity securities is also
affected by prevailing interest rates, the credit quality of
the issuer and any call provision. Fluctuations in the value
of equity securities in which the Portfolio invests will
cause the net asset value of the Portfolio to fluctuate.
Illiquid Illiquid securities are securities which cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on the Trust's books. An
illiquid security includes a demand instrument with a demand
notice period exceeding seven days, where there is no
secondary market for such security and repurchase agreements
with durations (or maturities) over 7 days in length.
Repurchase Repurchase agreements are agreements by which the Portfolio
Agreements obtains a security and simultaneously commits to return the
security to the seller at an agreed-upon price on an agreed-
upon date. The Custodian will hold the security as
collateral for the repurchase agreement. The Portfolio bears
a risk of loss in the event the other party defaults on its
obligations and the Portfolio is delayed or prevented from
its right to dispose of the collateral or if the Portfolio
realizes a loss on the sale of the collateral. The Portfolio
will enter into repurchase agreements only with financial
institutions deemed to present minimal risk of bankruptcy
during the term of the agreement based on established
guidelines. Repurchase agreements are considered loans under
the 1940 Act.
Securities of There are certain risks connected with investing in foreign
Foreign Issuers securities. These include risks of adverse political and
economic developments (including possible governmental
seizure or
15
<PAGE>
nationalization of assets), the possible imposition of
exchange controls or other governmental restrictions, 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 control
regulations between foreign currencies and the U.S. dollars.
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.
Stock Index A stock index futures contract is a bilateral agreement
Futures 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 the
futures contract is originally struck. No physical delivery
of the stocks comprising the Index is made; generally
contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into futures
contracts. Instead, a Portfolio would be 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 margin is in the nature
of a performance bond or good-faith deposit on a futures
contract.
In order to avoid leveraging and related risks, when a
Portfolio purchases futures contracts, it will collateralize
its position by depositing an amount of cash or cash
equivalents, equal to the market value of the futures
positions held, less margin deposits, in a segregated
account with the Trust's custodian. Collateral equal to the
current market value of the futures position will be marked
to market on a daily basis.
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 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.
Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Like a certificate of
deposit, a time deposit earns a specified rate of interest
over a
16
<PAGE>
definite period of time; however, it cannot be traded in the
secondary market. Time deposits are considered to be
illiquid securities.
U.S. Government Obligations issued or guaranteed by agencies of the United
Agencies States 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 United States
Government including, among others, the Federal Home Loan
Mortgage Corporation, 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.,
Government National Mortgage Association), and others are
supported by the right of the issuer to borrow from the
Treasury (e.g., Federal Farm Credit Bank), and still others
are supported only by the credit of the instrumentality
(e.g., Federal National Mortgage Association). Guarantees of
principal by agencies or instrumentalities of the United
States Government may be a guarantee of payment at the
maturity of the obligation so that in the event of a default
prior to maturity there might not be a market and thus no
means of realizing on the obligation prior to maturity.
Guarantees as to the timely payment of principal and
interest do not extend to the value or yield of these
securities nor to the value of the Portfolios' shares.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy shares of a company at a given price
during a specified period.
When-Issued and When-issued or delayed delivery basis transactions involve
Delayed the purchase of an instrument with payment and delivery
Delivery taking place in the future. Delivery of and payment for
Securities these securities may occur a month or more after the date of
the purchase commitment. The Portfolio will maintain with
the custodian a separate account with liquid, high grade
debt securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date, and no interest accrues to
the Portfolio before settlement. These securities are
subject to market fluctuation due to changes in market
interest rates, and it is possible that the market value at
the time of settlement could be higher or lower than the
purchase price if the general level of interest rates has
changed. Although the Portfolio generally purchases
securities on a when-issued or forward commitment basis with
the intention of actually acquiring securities for its
portfolio, the Portfolio may dispose of a when-issued
security or forward commitment prior to settlement if it
deems appropriate.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
17
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Annual Operating Expenses............ 2
Financial Highlights................. 3
The Trust............................ 4
Investment Objectives and Policies... 4
General Investment Policies.......... 6
Investment Limitations............... 6
The Manager & Shareholder Servicing
Agent................................ 7
The Adviser.......................... 8
Distribution......................... 8
Purchase & Redemption of Shares...... 9
Performance.......................... 11
Taxes................................ 12
General Information.................. 13
Description of Permitted Investments
and Risk Factors..................... 15
</TABLE>
<PAGE>
SEI INDEX FUND
Post-Effective Amendment No. 18
PART C: OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements
Part A:
Financial Highlights
Part B: The following financial statements are incorporated by reference to
Post-Effective Amendment No. 17.
Report dated May 12, 1995 of Independent Public Accountants on financial
statements as of March 31, 1995.
Statements of Net Assets, as of March 31, 1995.
Statements of Operations for the year ended March 31, 1995.
Statements of Changes in Net Assets for the years ended March 31, 1995,
1994 and 1993.
Financial Highlights for the years ended March 31, 1995, 1994, 1993, 1992,
and 1991.
Notes to Financial Statements.
All required financial statements are included in Parts A or B hereof.
All other financial statements and schedules are inapplicable.
(b) Additional Exhibits
(1) Declaration of Trust (1)
(2) By-Laws (1)
(3) Not Applicable
(4) Not Applicable
(5)(a) Management Agreement with SEI Financial Management Corporation (2)
(5)(b) Investment Administrator Agreement with Manufacturers National
Bank of Detroit (3)
(5)(c) Investment Administration Agreement with Woodbridge Capital
Management, Inc. (5)
(5)(d) Investment Advisory Agreement with World Asset Management (6)
(6)(a) Distribution Agreement with SEI Financial Services Company (2)
(6)(b) Form of Amended and Restated Distribution Agreement with SEI
Financial Services Company *
(7) Not Applicable
(8)(a) Custodian Agreement with Manufacturers National Bank of
Detroit (2)
(8)(b) Custodian Agreement with Comerica Bank
(9) Not Applicable
(10) Opinion and Consent of Counsel (4)
(11) Consent of Independent Public Accountants *
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan with SEI Financial Services Company (4)
(15)(b) Form of Distribution Plan - Class E *
(16) Performance Quotation Computation (5)
(17) Powers of Attorney (6)
(18) Rule 18f-3 Plan*
________________________
* Filed herewith.
(1) Incorporated by reference to Registrant's Registration Statement on
Form N-1A (File No. 2-97111) filed with the Securities and Exchange
Commission on April 17, 1985.
(2) Incorporated by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on
C-1
<PAGE>
Form N-1A (File No. 2-97111) filed with the Securities and Exchange
Commission on July 12, 1985.
(3) Incorporated by reference to Post Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111)
filed with the Securities and Exchange Commission on July 11, 1990.
(4) Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111)
filed with the Securities and Exchange Commission on June 14, 1985.
(5) Incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111)
filed with the Securities and Exchange Commission on July 29, 1993.
(6) Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111)
filed with the Securities and Exchange Commission on May 31, 1995.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
See the Prospectuses and Statement of Additional Information filed herewith
regarding the Trust's control relationships. The Manager is a subsidiary of SEI
Corporation which also controls the distributor of the Registrant, SEI Financial
Services Company, and other corporations engaged in providing various financial
and record keeping services, primarily to bank trust departments, pension plan
sponsors, and investment managers.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES:
As of December 1, 1995:
Number of
Title of Class Record Holders
Units of beneficial interest, without par value-
S&P 500 Index Portfolio Class A 196
Bond Index Portfolio 58
ITEM 27. INDEMNIFICATION:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to
the Registration Statement dated April 17, 1985 is incorporated by reference.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, directors, officers and controlling persons
of the Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.
C-2
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
The list required by this Item 28 of officers and directors of World Asset
Management, together with information as to any other business, profession,
vocation or employment of a substantital nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules A
and D of Form ADV, filed by World Asset Management pursuant to the Investment
Advisers Act of 1940 (SEC File No. 801-48470).
ITEM 29. 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 Financial Services Company ("SFS"), acts as
distributor for:
<TABLE>
<CAPTION>
<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 International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Compass Capital Group March 8, 1991
FFB Lexicon Funds October 18, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds/(R)/ August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Insurance Investment Products Trust December 30, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
Conestoga Family of Funds May 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
</TABLE>
SFS 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").
C-3
<PAGE>
(b) Furnish the Information required by the following table with respect to each
director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address
of each director or officer is 680 East Swedesford Road, Wayne, PA
19087.
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---------------------- --------------------------------------------------- ---------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Charles A. Marsh Executive Vice President-Capital Resources Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President President
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Secretary --
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Vic Galef Managing Director --
Kim Kirk Managing Director --
John Krzeminski Managing Director --
Carolyn McLaurin Managing Director & Vice President --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Mick Duncan Team Leader --
Robert S. Ludwig Team Leader & Vice President --
Vicki Malloy Team Leader --
Robert Aller Vice President --
Steve Bendinelli Vice President --
Cris Brookmyer Vice President & Controller --
Gordon W. Carpenter Vice President --
Robert B. Carroll Vice President & Assistant Secretary --
Todd Cipperman Vice President & Assistant Secretary
Ed Daly Vice President --
Jeff Drennen Vice President --
Lucinda Duncalfe Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---------------------- --------------------------------------------------- ---------------------
<S> <C> <C>
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
Sandra K. Orlow Vice President & Assistant Secretary --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>
ITEM 30. 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 are maintained at
the offices of Registrant's Custodian for those portfolios:
Comerica Bank
411 W. Lafayette
Detroit, MI 48226
(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (2)(C) and (D); (4); (5);
(6); (8); (9); (10); (11); and 31a-1(f), the required books and records
are maintained at the offices of Registrant's Manager:
SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087
(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 Adviser for those portfolios:
S&P 500 Index Portfolio Bond Index Portfolio
World Asset Management Mellon Bond Associates
100 Renaissance Center One Mellon Bank, Suite 4135
Detroit, MI 48243 Pittsburgh, PA 15258
ITEM 31. MANAGEMENT SERVICES:
None.
ITEM 32. UNDERTAKINGS:
Registrant undertakes to call a meeting of Shareholders for the purpose of
voting upon the question of removal of a Trustee(s) when requested in writing to
do so by the holders of at least 10% of Registrant's outstanding shares and in
connection with such meetings to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 relating to Shareholder communications.
C-5
<PAGE>
Registrant undertakes to furnish each person to whom a prospectus is delivered
with a copy of the Registrant's latest annual report to shareholders, upon
request and without charge.
Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Directors of their desire to communicate with Shareholders of the Fund,
the Directors will inform such Shareholders as to the approximate number of
Shareholders of record and the approximate costs of mailing or afford said
Shareholders access to a list of Shareholders.
C-6
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust of SEI Index Funds is on file
with the Secretary of State of the Commonwealth of Massachusetts and notice is
hereby given that this Registration Statement has been executed on behalf of the
Trust by an officer of the Trust as an officer and by its Trustees as trustees
and not individually and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or Shareholders
individually but are binding only upon the assets and property of the Trust.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to Registration Statement No. 2-97111 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth
of Pennsylvania, on the 22nd day of December, 1995.
SEI INDEX FUNDS
By: /s/ David G. Lee
-------------------------------------------
David G. Lee
President, Chief Executive Officer
Attest:
/s/ Jeffrey A. Cohen
- -------------------------------------------
Jeffrey A. Cohen
Controller, Chief Financial 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 and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee December 22, 1995
- -----------------------
Richard F. Blanchard
* Trustee December 22, 1995
- -----------------------
William M. Doran
* Trustee December 22, 1995
- -----------------------
F. Wendell Gooch
* Trustee December 22, 1995
- -----------------------
Frank E. Morris
* Trustee December 22, 1995
- -----------------------
James M. Storey
* Trustee December 22, 1995
- -----------------------
Robert A. Nesher
/s/ David G. Lee President, Chief Executive Officer December 22, 1995
- -----------------------
David G. Lee
/s/ Jeffrey A. Cohen Controller, Chief Financial Officer December 22, 1995
- -----------------------
Jeffrey A. Cohen
</TABLE>
* By: /s/ David G. Lee
----------------------------
David G. Lee
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
<TABLE>
<CAPTION>
<C> <S>
(1) Declaration of Trust (1)
(2) By-Laws (1)
(3) Not Applicable
(4) Not Applicable
(5)(a) Management Agreement with SEI Financial Management Company (2)
(5)(b) Investment Administrator Agreement with Manufacturers National Bank
of Detroit (3)
(5)(c) Investment Administration Agreement with Woodbridge Capital
Management, Inc. (5)
(5)(d) Investment Advisory Agreement with World Asset Management (6)
(6)(a) Distribution Agreement with SEI Financial Services Company (2)
(6)(b) Form of Amended and Restated Distribution Agreement with SEI Financial
Services Company
(7) Not Applicable
(8) Custodian Agreement with Manufacturers National Bank of Detroit (2)
(9) Not Applicable
(10) Opinion and Consent of Counsel (4)
(11) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS *
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan with SEI Financial Services Company (4)
(15)(b) Form of Distribution Plan - Class E
(16) Performance Quotation Computation (5)
(17) Powers of Attorney (6)
(18) RULE 18F-3 PLAN *
- ------------------------
* Filed herewith.
</TABLE>
(1) Incorporated by reference to Registrant's Registration Statement on Form
N-1A (File No. 2-97111) filed with the Securities and Exchange Commission
on April 17, 1985.
(2) Incorporated by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111) filed
with the Securities and Exchange Commission on July 12, 1985.
(3) Incorporated by reference to Post Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111) filed
with the Securities and Exchange Commission on July 11, 1990.
(4) Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111) filed
with the Securities and Exchange Commission on June 14, 1985.
(5) Incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111) filed
with the Securities and Exchange Commission on July 29, 1993.
(6) Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A (File No. 2-97111) filed
with the Securities and Exchange Commission on May 31, 1995.
<PAGE>
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
SEI INDEX FUNDS
THIS AGREEMENT is made as of this 5th day of December, 1995 between SEI
Index Funds (the "Trust"), a Massachusetts business trust, and SEI Financial
Services Company (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;
WHEREAS, the Trust and the Distributor are parties to that certain
Distribution Agreement dated July 10, 1985 (the "July Agreement");
WHEREAS, the parties wish to amend and restate the terms of the July
Agreement as set forth herein.
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 portfolios (the
"Portfolios") 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 Portfolios, as such Plans may be
amended from time to time, and subject to any further
limitations on such fees as the Board of Trustees of the Trust
may impose;
6
<PAGE>
(2) all contingent deferred sales charges ("CDSC") applied on
redemptions of CDSC Class Shares, as applicable, of each
Portfolio 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
(3) all front-end sales charges, as applicable, on purchases of
front-end load Shares of each Portfolio 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 funding to the Distributor,
provided that any such transfer shall not be deemed a transfer of the
Distributor's obligations under this Agreement. Upon receipt of
direction from the Distributor to pay such fees to a transferee, the
Trust shall make payment in accordance with such direction.
ARTICLE 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 Trustees 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 tact or
omitted to state a material tact 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
tarnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its Shareholders to which the
Distributor or such person otherwise would be subject by
7
<PAGE>
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Trust to be liable to the
Distributor under the indemnity agreement contained in this paragraph with
respect to any claim made against the Distributor or any person indemnified
unless the Distributor or other person shall have notified the Trust in writing
of the claim within a reasonable time alter 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 alter 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 identified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement
of any litigation or proceedings against it or any of its officers or Trustees
in connection with the issuance or sale of any of its Shares.
ARTICLE 7. Indemnification of Trust. The Distributor covenants and
agrees that it will indemnity and hold harmless the Trust and each of its
Trustees and officers and each person, if any, who controls the Trust within the
meaning of Section 15 of the 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 (a- from time to time amended) included an
untrue statement of a material tact or omitted to state a material tact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon and in conformity
with information furnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the Trust
or any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time alter the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which ft 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
8
<PAGE>
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
Trustees 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 Trustees of
the Trust who are not parties to this Agreement or the Trust's Distribution Plan
or interested persons of any such party ("Qualified Trustees"), cast in person
at a meeting called for the purpose of voting on the approval. This Agreement
shall automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trust upon not less than sixty days prior written notice to the other
party.
ARTICLE 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 680 East Swedesford Road, Wayne, Pennsylvania, and
if to the Distributor, at 680 East Swedesford Road, Wayne, Pennsylvania 19087.
ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of State of Massachusetts, and notice
is hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers or shareholders of
the Trust individually but binding only upon the assets and property of the
Trust.
ARTICLE 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the state of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the state
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 INDEX FUNDS
By:________________________
Attest:____________________
SEI FINANCIAL SERVICES
9
<PAGE>
COMPANY
By:_________________________
Attest:_____________________
10
<PAGE>
DISTRIBUTION PLAN
SEI INDEX FUNDS
CLASS E
WHEREAS, SEI Index Funds (the "Trust") is engaged in business as an open-
end investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Portfolios of the Trust listed on Exhibit A hereto (the "Portfolios") and the
owners of the Class E of shares of such Portfolios (the "Shares");
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this Class E Distribution Plan ("Plan")
to enable the Trust to directly or indirectly bear expenses relating to the
distribution of the Shares of the Portfolios.
Section 2. The Trust may incur expenses for the items stipulated in
Section 3 of this Plan in an amount equal to .05% of the average daily net
assets of the Shares of the Portfolios. All expenditures pursuant to this Plan
shall be made only pursuant to authorization by the President, any Vice
President or the Treasurer of the Trust. If there should be more than one series
of Trust shares, expenses incurred pursuant to this Plan shall be allocated
among the several series of the Trust on the basis of their relative net asset
values, unless otherwise determined by a majority of the Qualified Trustees.
In addition, the Trust will pay the Distributor a fee on the Shares of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for compensation for its services in connection with distribution
assistance or the provision of shareholder services.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
limited to, the following:
(a) The incremental printing costs incurred in producing for and
distributing to persons other than current shareholders of the
Trust the reports, prospectuses, notices and similar materials
that are prepared by the Trust for current shareholders;
(b) advertising;
(c) the costs of preparing, printing and distributing any literature
used in connection with the offering of the Trust's Shares and
not covered by Section 3(a) of this Plan; and
(d) expenses incurred in connection with the promotion and sale of
the Trust's Shares including, without limitation, travel and
communication expenses and expenses for the compensation of and
benefits for sales personnel.
Section 4. This Plan shall not take effect with respect to any Portfolio
until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Shares of such Portfolio; and (b) together
with any related agreements, by votes of the majority of both (i) the Trustees
11
<PAGE>
of the Trust and (ii) the Qualified Trustees, cast in person at a Board of
Trustees meeting called for the purpose of voting on this Plan or such
agreement.
Section 5. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Portfolios.
Section 8. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
Section 9. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of shareholders holding a majority of the outstanding voting securities
of the Shares of the Portfolios, and all material amendments to this Plan shall
be approved in the manner provided in Part (b) of Section 4 herein for the
approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" 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.
Section 11. While this Plan is in effect, the selection and nomination of
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to
enter into an agreement with any particular person.
12
<PAGE>
EXHIBIT A
S&P 500 Index Portfolio .15%
13
<PAGE>
SEI INDEX FUNDS
Rule 18f-3
Multiple Class Plan
December 4, 1995
SEI Index Funds (the "Trust"), a registered investment company that
currently consists of a number of separately managed funds, has elected to rely
on Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), in offering multiple classes of shares in each fund listed on Schedule A
hereto (each a "Fund" and together the "Funds").
A. ATTRIBUTES OF SHARE CLASSES
1. The rights of each class of shares of the Funds shall be as set
forth in the respective Certificate of Class Designation for each class (each a
"Certificate") as each such Certificate is approved by the Trust's Board of
Trustees and as attached hereto as Exhibits.
2. With respect to each class of shares created hereunder, each share
of a Fund will represent an equal pro rata interest in the Fund and will have
identical terms and conditions, except that: (i) each new class will have a
different class name (or other designation) that identifies the class as
separate from any other class; (ii) each class will be offered and sold only to
investors meeting the qualifications set forth in the Certificate and disclosed
in the Trust's Prospectus; (iii) each class will separately bear any
distribution fees that are payable in connection with a distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act (a "Distribution Plan"), and
separately bear any other service fees ("service fees") that are payable under
any service agreement entered into with respect to that class which are not
contemplated by or within the scope of the Distribution Plan; (iv) each class
may bear, consistent with rulings and other published statements of position by
the Internal Revenue Service, the expenses of the Fund's operations which are
directly attributable to such class ("Class Expenses"); and (v) shareholders of
each class will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to such class (such as a Distribution Plan or
service agreement relating to such class), and will have separate voting rights
on any matter submitted to shareholders in which the interests of that class
differ from the interests of any other class.
B. EXPENSE ALLOCATIONS
With respect to each Fund, the expenses of each class shall be
allocated as follows: (i) any Rule 12b-1 fees relating to a particular class of
shares associated with a Distribution Plan or service fees relating to a
particular class of shares are (or will be) borne exclusively by that class;
(ii) any incremental transfer agency fees relating to a particular class are (or
will be) borne exclusively by that class; and (iii) Class Expenses relating to a
particular class are (or will be) borne exclusively by that class.
Non-class specific expenses shall be allocated in accordance with
Rule 18f-3(c).
C. AMENDMENT OF PLAN; PERIODIC REVIEW
This Plan must be amended to properly describe (through additional
exhibits hereto) each new class of shares upon its approval by the Board.
The Board of Trustees of the Trust, including a majority of the
Trustees who are
<PAGE>
not "interested persons" of the Trust as defined in the 1940 Act, must review
this Plan at least quarterly for its continued appropriateness, and must approve
any material amendment of the Plan as it relates to any class of any Fund
covered by the Plan. In approving any material amendment to the Plan, the
Trustees, including a majority of the Trustees who are not interested persons of
the Trust, must find that the amendment is in the best interests of each class
individually and the Trust as a whole.
<PAGE>
Exhibit A
SEI ASSET ALLOCATION TRUST
CERTIFICATE OF CLASS DESIGNATION
Class A Shares
1. Class-Specific Distribution Arrangements, Other Expenses
Class A shares are sold without a load or sales charge, but are subject
to a Rule 12b-1 fee. The Trust, on behalf of the applicable Fund, will make
monthly payments to the Distributor under the Distribution Plan approved by the
Board of Trustees at an annual rate of up to .05% of each Fund's average daily
net assets attributable to the Class A shares. The Distributor may receive up to
.05% of each Fund's average daily net assets attributable to the Class A shares
as reimbursement for expenses associated with (a) incremental printing costs
incurred in producing for and distributing to persons other than current
shareholders of the Fund the reports, prospectuses notices and similar materials
that are prepared by the Fund for current shareholders, (b) the cost of
complying with state and federal laws pertaining to the Class A shares, (c)
advertising, (d) the costs of preparing, printing and distributing any
literature used in connection with the offering of the Fund's Class A shares and
not covered by (a), and (e) expenses incurred in connection with the promotion
and sale of the Fund's Class A shares including, without limitation. travel and
communication expenses and expenses for the compensation of and benefits for
sales personnel.
2. Eligibility of Purchasers
Class A Shares do not require a minimum initial investment and are
available only to financial institutions and intermediaries.
3. Exchange Privileges
Class A Shares of each Fund may be exchanged for Class A Shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to and applicable limitations resulting from the
closing of Funds to new investors.
4. Voting Rights
Each Class A shareholder will have one vote for each full Class A Share
held and a fractional vote for each fractional Class Share A held. Class A
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class A (such as a distribution plan or
service agreement relating to Class A), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class A
Shareholders differ from the interests of holders of any other class.
5. Conversion Rights
Class A Shares do not have a conversion feature.
<PAGE>
Schedule A
----------
SEI Index Funds
Fund
- ----
S&P 500 Index Portfolio
<PAGE>
Exhibit B
SEI INDEX FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class E Shares
1. Class-Specific Distribution Arrangements; Other Expenses
The Class E shares (the "Shares") are sold without a load or sales
charge, but are subject to a Rule 12b-1 fee. The Trust, on behalf of the
applicable Fund, will make monthly payments to the Distributor under the
Distribution Plan approved by the Board of Trustees at an annual rate of up to
.20% of each Fund's average daily net assets attributable to the Shares. The
Distributor may receive up to .05% of each Fund's average daily net assets
attributable to the Shares as reimbursement for expenses associated with (a)
incremental printing costs incurred in producing for and distributing to persons
other than current shareholders of the Fund the reports, prospectuses, notices
and similar materials that are prepared by the Fund for current shareholders,
(b) advertising, (c) the costs of preparing, printing and distributing any
literature used in connection with the offering of the Fund's Shares and not
covered by (a), and (d) expenses incurred in connection with the promotion and
sale of the Fund's Shares including, without limitation. travel and
communication expenses and expenses for the compensation of and benefits for
sales personnel. In addition. the Distributor may receive up to .15% of each
Fund's average daily net assets attributable to the Shares to compensate it for
distribution assistance or the provision of shareholder services.
2. Eligibility of Purchasers
The Shares do not require a minimum initial investment and are available
only to financial institutions and intermediaries.
3. Exchange Privileges
The Shares of each Fund may be exchanged for Shares of each other Fund of
the Trust in accordance with the procedures disclosed in the Fund's Prospectus
and subject to any applicable limitations resulting from the closing of Funds to
new investors.
4. Voting Rights
Each Class E shareholder will have one vote for each full Share held and
a fractional vote for each fractional Share held. Class E shareholders will have
exclusive voting rights regarding any matter submitted to shareholders that
relates solely to the Shares (such as a distribution plan or service agreement
relating to the Shares), and will have separate voting rights on any other
matter submitted to shareholders in which the interests of the Class E
shareholders differ from the interests of holders of any other class.
5. Conversion Rights
The Shares do not have a conversion feature.
<PAGE>
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
SEI INDEX FUNDS
THIS AGREEMENT is made as of this 5th day of December, 1995 between SEI
Index Funds (the "Trust"), a Massachusetts business trust, and SEI Financial
Services Company (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;
WHEREAS, the Trust and the Distributor are parties to that certain
Distribution Agreement dated July 10, 1985 (the "July Agreement");
WHEREAS, the parties wish to amend and restate the terms of the July
Agreement as set forth herein.
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 portfolios (the
"Portfolios") 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 Portfolios, as such Plans may be
amended from time to time, and subject to any further
limitations on such fees as the Board of Trustees of the Trust
may impose;
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<PAGE>
(2) all contingent deferred sales charges ("CDSC") applied on
redemptions of CDSC Class Shares, as applicable, of each
Portfolio 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
(3) all front-end sales charges, as applicable, on purchases of
front-end load Shares of each Portfolio 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 funding to the Distributor,
provided that any such transfer shall not be deemed a transfer of the
Distributor's obligations under this Agreement. Upon receipt of
direction from the Distributor to pay such fees to a transferee, the
Trust shall make payment in accordance with such direction.
ARTICLE 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 Trustees 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 tact or
omitted to state a material tact 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
tarnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its Shareholders to which the
Distributor or such person otherwise would be subject by
7
<PAGE>
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Trust to be liable to the
Distributor under the indemnity agreement contained in this paragraph with
respect to any claim made against the Distributor or any person indemnified
unless the Distributor or other person shall have notified the Trust in writing
of the claim within a reasonable time alter 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 alter 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 identified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement
of any litigation or proceedings against it or any of its officers or Trustees
in connection with the issuance or sale of any of its Shares.
ARTICLE 7. Indemnification of Trust. The Distributor covenants and
agrees that it will indemnity and hold harmless the Trust and each of its
Trustees and officers and each person, if any, who controls the Trust within the
meaning of Section 15 of the 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 (a- from time to time amended) included an
untrue statement of a material tact or omitted to state a material tact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon and in conformity
with information furnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the Trust
or any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time alter the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which ft 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
8
<PAGE>
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
Trustees 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 Trustees of
the Trust who are not parties to this Agreement or the Trust's Distribution Plan
or interested persons of any such party ("Qualified Trustees"), cast in person
at a meeting called for the purpose of voting on the approval. This Agreement
shall automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trust upon not less than sixty days prior written notice to the other
party.
ARTICLE 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 680 East Swedesford Road, Wayne, Pennsylvania, and
if to the Distributor, at 680 East Swedesford Road, Wayne, Pennsylvania 19087.
ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of State of Massachusetts, and notice
is hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers or shareholders of
the Trust individually but binding only upon the assets and property of the
Trust.
ARTICLE 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the state of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the state
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 INDEX FUNDS
By:________________________
Attest:____________________
SEI FINANCIAL SERVICES
9
<PAGE>
COMPANY
By:_________________________
Attest:_____________________
10
<PAGE>
DISTRIBUTION PLAN
SEI INDEX FUNDS
CLASS E
WHEREAS, SEI Index Funds (the "Trust") is engaged in business as an open-
end investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Portfolios of the Trust listed on Exhibit A hereto (the "Portfolios") and the
owners of the Class E of shares of such Portfolios (the "Shares");
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this Class E Distribution Plan ("Plan")
to enable the Trust to directly or indirectly bear expenses relating to the
distribution of the Shares of the Portfolios.
Section 2. The Trust may incur expenses for the items stipulated in
Section 3 of this Plan in an amount equal to .05% of the average daily net
assets of the Shares of the Portfolios. All expenditures pursuant to this Plan
shall be made only pursuant to authorization by the President, any Vice
President or the Treasurer of the Trust. If there should be more than one series
of Trust shares, expenses incurred pursuant to this Plan shall be allocated
among the several series of the Trust on the basis of their relative net asset
values, unless otherwise determined by a majority of the Qualified Trustees.
In addition, the Trust will pay the Distributor a fee on the Shares of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for compensation for its services in connection with distribution
assistance or the provision of shareholder services.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
limited to, the following:
(a) The incremental printing costs incurred in producing for and
distributing to persons other than current shareholders of the
Trust the reports, prospectuses, notices and similar materials
that are prepared by the Trust for current shareholders;
(b) advertising;
(c) the costs of preparing, printing and distributing any literature
used in connection with the offering of the Trust's Shares and
not covered by Section 3(a) of this Plan; and
(d) expenses incurred in connection with the promotion and sale of
the Trust's Shares including, without limitation, travel and
communication expenses and expenses for the compensation of and
benefits for sales personnel.
Section 4. This Plan shall not take effect with respect to any Portfolio
until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Shares of such Portfolio; and (b) together
with any related agreements, by votes of the majority of both (i) the Trustees
11
<PAGE>
of the Trust and (ii) the Qualified Trustees, cast in person at a Board of
Trustees meeting called for the purpose of voting on this Plan or such
agreement.
Section 5. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Portfolios.
Section 8. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
Section 9. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of shareholders holding a majority of the outstanding voting securities
of the Shares of the Portfolios, and all material amendments to this Plan shall
be approved in the manner provided in Part (b) of Section 4 herein for the
approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" 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.
Section 11. While this Plan is in effect, the selection and nomination of
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to
enter into an agreement with any particular person.
12
<PAGE>
EXHIBIT A
S&P 500 Index Portfolio .15%
13
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 12, 1995, on
the March 31, 1995 financial statements of SEI Index Funds, included in the
Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A of
SEI Index Funds (No. 2-97111), and to all references to our Firm included in or
made part of Post-Effective Amendment No. 18 to Registration Statement File No.
2-97111.
/s/ Arthur Andersen LLP
Philadelphia, PA
December 22, 1995
