<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1995
File No. 33-22821
File No. 811-5601
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [_]
POST-EFFECTIVE AMENDMENT NO. 19 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 20 [X]
SEI INTERNATIONAL TRUST
(Exact name of registrant as specified in charter)
c/o CT Corporation
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734
David G. Lee
c/o SEI Corporation
680 E. Swedesford Road
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esquire
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103
It is proposed that this filing become effective (check appropriate box)
[_] 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.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
====================================================================================
Proposed Proposed Aggregate Amount of
Title of Securities Being Maximum Maximum Offering Registration
Registered Amount Offering Price (1) Fee (1)
Being Price Per
Registered Unit
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
units of beneficial interest 3,419,124 units $11.70 -- $100
====================================================================================
</TABLE>
(1) Registrant has calculated the maximum offering price pursuant to Rule 24e-2
under the Investment Company Act of 1940, as amended (the "1940 Act") for the
fiscal year ended February 28, 1995. Registrant had actual aggregate redemptions
of 48,835,786 units of beneficial interest ("shares") for its fiscal year ended
February 28, 1995; has used 45,441,448 of available redemptions for reductions
pursuant to Rule 24f-2(c) under the 1940 Act and has previously used no
available redemptions for reductions pursuant to Rule 24e-2(a) of the 1940 Act
during the current year. Registrant elects to use redemptions in the aggregate
amount of 3,394,338 units for reduction to the registration fee for this filing
pursuant to Rule 24e-2(a) of the 1940 Act.
Registrant has elected to register an indefinite number of securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended. Registrant
has filed a Rule 24f-2 Notice on April 25, 1995 for its fiscal year ended
February 28, 1995.
<PAGE>
SEI INTERNATIONAL TRUST
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
PART A-Core International Equity, European Equity, Pacific Basin Equity,
- ------
Emerging Markets Equity and International Fixed Income Portfolios- Class A
Item 1. Cover page......................................................... Cover Page
Item 2. Synopsis........................................................... Annual Operating Expenses
Item 3. Condensed Financial Information.................................... Financial Highlights; Performance
Item 4. General Description of Registrant.................................. The Trust; Investment Objective and Policies;
Investment Limitation
Item 5. Management of the Fund............................................. Trustees of the Trust; The Manager and
Shareholder Servicing Agent; The Adviser;
The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance........................ **
Item 6. Capital Stock and Other Securities................................. Voting Rights, Shareholder Inquiries; Dividends;
Taxes
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.......................................... *
<CAPTION>
PART A-Core International Equity, European Equity, Pacific Basin Equity,
- ------
Emerging Markets Equity and International Fixed Income Portfolios- Class D
<S> <C>
Item 1. Cover page........................................................ Cover Page
Item 2. Synopsis.......................................................... Shareholder Transaction Expenses; Annual
Operating Expenses
Item 3. Condensed Financial Information................................... Financial Highlights
Item 4. General Description of Registrant................................. The Trust; Investment Objective; Investment
Policies; Investment Limitations
Item 5. Management of the Fund............................................ Trustees of the Trust, The Manager and
Shareholder Servicing Agent; The Adviser;
The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance....................... **
Item 6. Capital Stock and Other Securities................................ Voting Rights, Shareholder Inquiries; Dividends;
Taxes
Item 7. Purchase of Securities Being Offered.............................. Purchase of Shares
Item 8. Redemption or Repurchase.......................................... Redemption of Shares
Item 9. Pending Legal Proceedings......................................... *
<CAPTION>
PART B- All Portfolios
- ------
<S> <C>
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
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
Item 14. Management of the Registrant...................................... Trustees and Officers of the Trust; The Manager
and Shareholder Servicing Agent; The Adviser
and Sub-Adviser
Item 15. Control Persons and Principal Holders of Securities............... 5% Shareholders; Trustees and Officers of the
Trust
Item 16. Investment Advisory and Other Services............................ The Adviser; The Manager and Shareholder
Servicing Agent; Distribution; Experts
Item 17. Brokerage Allocation.............................................. Portfolio Transactions
Item 18. Capital Stock and Other Securities................................ Description of Shares
Item 19. Purchase, Redemption, and Pricing of Securities Being Offered..... Purchase and Redemption of Shares (Prospectus)
Item 20. Tax Status........................................................ Taxes (Prospectus); Tax
Item 21. Underwriters...................................................... Distribution
Item 22. Calculation of Performance Data................................... Performance
Item 23. Financial Statements.............................................. Financial Statements (except with respect to the
Emerging Markets Equity Portfolio)
</TABLE>
PART C Information required to be included in Part C is set forth under the
- ------
appropriate Item, so numbered, in Part C of this Registration Statement.
__________________
* Not Applicable
** Information required by Item 5A is contained in the Annual Report for the
fiscal year ending February 28, 1995.
ii
<PAGE>
SEI INTERNATIONAL TRUST
JUNE 28, 1995
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference.
A Statement of Additional Information dated June 28, 1995 has been filed with
the Securities and Exchange Commission and is available 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 International Trust (the "Trust") is a mutual fund 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 and non-diversified portfolios of securities. A portfolio may offer
separate classes of shares that differ from each other primarily in the
allocation of certain distribution expenses and minimum investments. This
Prospectus offers the Class A shares of the equity and fixed income portfolios
(the "Portfolios" and each of these, a "Portfolio") listed above.
- --------------------------------------------------------------------------------
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 THE PRINCIPAL AMOUNT IN-
VESTED.
<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) /1/
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORE EMERGING
INTERNATIONAL EUROPEAN PACIFIC MARKETS INTERNATIONAL
EQUITY EQUITY BASIN EQUITY EQUITY FIXED INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ------------------------ ------------- --------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Management/Advisory Fees
(after fee waiver and
reimbursement) /1/ .91% .80% .78% .80% .57%
12b-1 Fees /2/ .15% .15% .15% .15% .15%
Other Expenses .19% .35% .37% 1.00% .28%
- --------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver and
reimbursement) /3/ 1.25% 1.30% 1.30% 1.95% 1.00%
- --------------------------------------------------------------------------------------
</TABLE>
1 SEI Financial Management Corporation ("SFM"), in its capacity as Manager for
each Portfolio, has waived, on a voluntary basis, a portion of its management
fee, and the management/advisory fees shown reflect this voluntary waiver.
SFM reserves the right to terminate its waiver at any time in its sole
discretion. Absent such fee waiver, management/advisory fees would be .93%
for the Core International Equity Portfolio, 1.28% for the European Equity
Portfolio, 1.35% for the Pacific Basin Equity Portfolio and 1.05% for the
International Fixed Income Portfolio. For the Emerging Markets Equity
Portfolio, SFM has agreed to waive its management fee, and, if necessary, pay
other operating expenses of the Portfolio in an amount that operates to limit
the total operating expenses of the Class A shares. Absent this fee waiver
and expense reimbursement, management/advisory fees would be 1.70% for the
Emerging Markets Equity Portfolio.
2 The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
reimbursement of expenses. The maximum 12b-1 fees payable by Class A shares
for each Portfolio are .30%.
3 Absent the voluntary fee waiver and expense reimbursement described above,
total operating expenses would be 1.27% for the Core International Equity
Portfolio, 1.78% for the European Equity Portfolio, 1.87% for the Pacific
Basin Equity Portfolio, 2.85% for the Emerging Markets Equity Portfolio and
1.48% for the International Fixed Income Portfolio. Additional information
may be found under "The Adviser," "The Sub-Advisers" and "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 return and (2) redemption at the end of each
time period:
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------- -------
<S> <C> <C> <C> <C>
Core International Equity $13.00 $40.00 $ 69.00 $151.00
European Equity $13.00 $41.00 $ 71.00 $157.00
Pacific Basin Equity $13.00 $41.00 $ 71.00 $157.00
Emerging Markets Equity $20.00 $61.00 $105.00 $227.00
International Fixed Income $10.00 $32.00 $ 55.00 $122.00
- ---------------------------------------------------------
</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 Class A shares of the Portfolios. 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 Portfolios' Class A shares. Each Portfolio also offers
Class D shares, which are subject to the same expenses except that Class D
shares bear sales loads and different distribution costs and additional
transfer agent costs and sales loads. A person who purchases shares through a
financial institution may be charged separate fees by that institution.
Additional Information may be found under "The Manager and Shareholder
Servicing Agent," "The Adviser" "The Sub-Advisers" and "Distribution."
Long-term shareholders may eventually pay more than the economic equivalent of
the maximum front-end sales charges otherwise permitted by the Rules of Fair
Practice (the "Rules") of the National Association of Securities Dealers, Inc.
("NASD").
2
<PAGE>
FINANCIAL HIGHLIGHTS ___________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated April 11, 1995 on
the Trust's financial statements as of April 11, 1995 included in the Trust's
Statement of Additional Information under "Financial Information." Additional
performance information is contained in the 1995 Annual Report to Shareholders
and is available upon request and without charge by calling 1-800-342-5734.
This information should be read in conjunction with the Trust's financial
statements and notes thereto.
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORE INTERNATIONAL EQUITY PORTFOLIO
-----------------------------------
3/1/94 3/1/93 3/1/92 3/1/91 3/1/90 12/20/89
to to to to to to
2/8/95 2/28/94 2/28/93 2/29/92 2/28/91 2/28/90 /1/
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Begin-
ning of Period $11.00 $8.93 $9.09 $9.56 $9.62 $10.00
- ---------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income
(Loss) 0.15 0.13 0.16 0.19 0.18 0.04
Net Realized and
Unrealized Gains
(Losses) (0.97) 2.05 0.04 (0.36) (0.14) (0.42)
- ---------------------------------------------------------------------------------------
Total from Investment
Operations (0.82) 2.18 0.20 (0.17) 0.04 (0.38)
- ---------------------------------------------------------------------------------------
Less Distributions:
Distributions from Net
Investment Income /2/ -- (0.11) (0.36) (0.30) -- --
Distributions from Re-
alized Capital Gains (0.59) -- -- -- (0.01) --
Return of Capital -- -- -- -- (0.09) --
- ---------------------------------------------------------------------------------------
Total Distributions (0.59) (0.11) (0.36) (0.30) (0.10) --
- ---------------------------------------------------------------------------------------
Net Asset Value, End of
Period $9.59 $11.00 $8.93 $9.09 $9.56 $9.62
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Total Return (7.67)% 24.44% 2.17% (1.63)% 0.36% (3.70)%
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Ratios and Supplemental
Data:
Net Assets, End of Pe-
riod (000) $328,503 $503,498 $178,287 $92,456 $35,829 $8,661
Ratio of Expenses to
Average Net Assets 1.19% 1.10% 1.10% 1.10% 1.10% 1.10%
Ratio of Expenses to
Average Net Assets
(Excluding Waivers) 1.21% 1.24% 1.53% 1.52% 1.64% 5.67%
Ratio of Net Invest-
ment Income (Loss) to
Average Net Assets 1.30% 1.46% 1.80% 2.07% 3.52% 3.13%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets (Excluding
Waivers) 1.28% 1.32% 1.37% 1.63% 2.98% (1.44)%
Portfolio Turnover
Rate 64% 19% 23% 79% 14% --%
- ---------------------------------------------------------------------------------------
</TABLE>
1 The Core International Equity Class A shares were offered beginning December
20, 1989. All ratios and total return for the period have been annualized.
2 Distributions from net investment income include distributions of certain
foreign currency gains and losses.
3
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED) _______________________________________________
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EUROPEAN PACIFIC BASIN EMERGING MARKETS INTERNATIONAL
EQUITY PORTFOLIO EQUITY PORTFOLIO EQUITY PORTFOLIO FIXED INCOME PORTFOLIO
---------------- ---------------- ---------------- --------------------------
4/29/94 4/29/94 1/17/95 3/1/94 9/1/93
to to to to to
2/28/95 /1/ 2/28/95 /2/ 2/28/95 /3/ 2/28/95 2/28/94 /4/
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Begin-
ning of Period $10.00 $10.00 $10.00 $10.23 $10.00
- --------------------------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income 0.06 (0.02) 0.01 0.43 0.15
Net Realized and
Unrealized Gains
(Losses) (0.11) (1.25) 0.26 0.40 0.17
- --------------------------------------------------------------------------------------------------------
Total from Investment
Operations (0.05) (1.27) 0.27 0.83 0.32
- --------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions from Net
Investment Income /5/ (0.05) -- -- (0.62) (0.09)
Distributions from Re-
alized Capital Gains -- -- -- (0.02) --
Return of Capital -- -- -- -- --
- --------------------------------------------------------------------------------------------------------
Total Distributions (0.05) -- -- (0.64) (0.09)
- --------------------------------------------------------------------------------------------------------
Net Asset Value, End of
Period $9.90 $8.73 $10.27 $10.42 $10.23
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Total Return (0.40)% (12.70)% 2.70% 8.43% 6.41%
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Ratios and Supplemental
Data:
Net Assets, End of Pe-
riod (000) $36,278 $33,048 $5,300 $42,580 $ 23,678
Ratio of Expenses to
Average Net Assets 1.30% 1.30% 1.95% 1.00% 1.00%
Ratio of Expenses to
Average Net Assets
(Excluding Waivers) 1.57% 1.68% 4.98% 1.30% 1.61%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets 1.02% (0.41)% 1.79% 4.68% 3.81%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets (Excluding
Waivers) 0.75% (0.79)% (1.24)% 4.38% 3.20%
Portfolio Turnover
Rate 29% 9% -- 303% 126%
- --------------------------------------------------------------------------------------------------------
</TABLE>
1 The European Equity Class A shares were offered beginning April 29, 1994. All
ratios and total return for the period have been annualized.
2 The Pacific Basin Equity Class A shares were offered beginning April 29,
1994. All ratios and total return for the period have been annualized.
3 The Emerging Markets Equity Class A shares were offered beginning January 17,
1995. All ratios for that period have been annualized.
4 The International Fixed Income Class A shares were offered beginning
September 1, 1993. All ratios and total return for the period have been
annualized.
5 Distributions from net investment income include distributions of certain
foreign currency gains and losses.
4
<PAGE>
THE TRUST ______________________________________________________________________
SEI International Trust (the "Trust") is an open-end management investment
company that has diversified and non-diversified portfolios. The Trust offers
units of beneficial interest ("shares") in separate investment portfolios. Each
Portfolio has two separate classes of shares, Class A and Class D, which
provide for variations in distribution and transfer agent costs, sales charges,
voting rights and dividends. This prospectus offers Class A shares of the
Trust's Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios (the
"Portfolios" and each of these, a "Portfolio"). Additional information
pertaining to the Trust may be obtained by writing to SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-
5734.
INVESTMENT
OBJECTIVES AND
POLICIES _______________________________________________________________________
CORE The Core International Equity Portfolio seeks to provide
INTERNATIONAL long-term capital appreciation by investing primarily in a
EQUITY diversified portfolio of equity securities of non-U.S.
issuers.
Under normal circumstances, at least 65% of the Core
International Equity Portfolio's assets will be invested in
equity securities of non-U.S. issuers located in at least
three different countries other than the United States.
EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term
capital appreciation by investing primarily in a diversified
portfolio of equity securities of European issuers.
Under normal circumstances, at least 65% of the European
Equity Portfolio's assets will be invested in equity
securities of European issuers. The Portfolio's advisers
consider European issuers to be companies the securities of
which are principally traded in the European capital
markets; that derive at least 50% of their total revenue
from either goods produced or services rendered in countries
located in Europe, regardless of where the securities of
such companies are principally traded; or that are organized
under the laws of and have a principal office in a European
country.
PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long-
EQUITY term capital appreciation by investing primarily in a
diversified portfolio of equity securities of Pacific Basin
issuers.
Under normal circumstances, at least 65% of the Pacific
Basin Equity Portfolio's assets will be invested in equity
securities of Pacific Basin issuers. The Portfolio's
advisers consider Pacific Basin companies to be companies
the securities of which are principally traded in the
capital markets of Pacific Basin countries; that derive at
least 50% of their total revenue from either goods produced
or services rendered in Pacific Basin countries, regardless
of where the securities of such companies are principally
traded; or that are organized under the laws of and have a
principal office in a Pacific Basin country.
5
<PAGE>
EMERGING The Emerging Markets Equity Portfolio seeks to provide
MARKETS EQUITY capital appreciation by investing primarily in a diversified
portfolio of equity securities of emerging market issuers.
Under normal circumstances, at least 65% of the Emerging
Markets Equity Portfolio's assets will be invested in equity
securities of emerging market issuers. Under normal
conditions, the Portfolio maintains investments in at least
six emerging market countries and does not invest more than
35% of its total assets in any one emerging market country.
For these purposes, the Portfolio defines an emerging market
country as any country the economy and market of which the
World Bank or the United Nations considers to be emerging or
developing. The Portfolio's advisers consider emerging
market issuers to be companies the securities of which are
principally traded in the capital markets of emerging market
countries: that derive at least 50% of their total revenue
from either goods produced or services rendered in emerging
market countries, regardless of where the securities of such
companies are principally traded; or that are organized
under the laws of and have a principal office in an emerging
market country.
INTERNATIONAL The International Fixed Income Portfolio seeks to provide
FIXED INCOME capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.
Under normal circumstances, at least 65% of the
International Fixed Income Portfolio's assets will be
invested in high quality foreign government and foreign
corporate fixed income securities or debt obligations of
issuers located in at least three countries other than the
United States.
There is no assurance that the Portfolios will achieve
their respective objectives.
GENERAL
INVESTMENT
POLICIES AND
RISK FACTORS ______________________________________________________________
CORE The Core International Equity Portfolio may enter into
INTERNATIONAL forward foreign currency contracts as a hedge against
EQUITY possible variations in foreign exchange rates. A forward
foreign currency contract is a commitment to purchase or
sell a specified currency, at a specified future date, at a
specified price. The Portfolio may enter into forward
foreign currency contracts to hedge a specific security
transaction or to hedge a portfolio position. These
contracts may be bought or sold to protect the Portfolio, to
some degree, against a possible loss resulting from an
adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio also may
invest in options on currencies.
Securities of non-U.S. issuers purchased by the Portfolio
may be purchased in foreign markets, on U.S. registered
exchanges, the over-the-counter market or in the form of
sponsored or unsponsored American Depositary Receipts
("ADRs") traded on registered exchanges or NASDAQ or
sponsored or unsponsored European Depositary Receipts
6
<PAGE>
("EDRs"), Continental Depositary Receipts ("CDRs") or Global
Depositary Receipts ("GDRs"). The Portfolio will typically
invest in equity securities listed on recognized foreign
exchanges, but may also invest in securities traded in over-
the-counter markets. The Portfolio expects its investments
to emphasize both large and intermediate capitalization
companies.
The Portfolio expects to be fully invested in its primary
investments, described above, but may invest up to 35% of
its total assets in U.S. or non-U.S. cash reserves; money
market instruments; swaps; options on securities, non-U.S.
indices and currencies; futures contracts, including stock
index futures contracts; and options on futures contracts.
Permissible money market instruments include securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities; securities issued or
guaranteed by non-U.S. governments, which are rated at time
of purchase A or higher by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's"), or
are determined by the advisers to be of comparable quality;
repurchase agreements; certificates of deposit and bankers'
acceptances issued by banks or savings and loan associations
having net assets of at least $500 million as of the end of
their most recent fiscal year; high-grade commercial paper;
and other long- and short-term debt instruments, which are
rated at time of purchase A or higher by S&P or Moody's, and
which, with respect to such long-term debt instruments, are
within 397 days of their maturity.
This Portfolio is also permitted to acquire floating and
variable rate securities, purchase securities on a when-
issued or delayed delivery basis and invest up to 10% of its
total assets in illiquid securities. Although permitted to
do so, this Portfolio does not currently intend to invest in
securities issued by passive foreign investment companies or
to engage in securities lending.
For temporary defensive purposes, when an adviser
determines that market conditions warrant, it may invest up
to 50% of the assets of the Portfolio for which it is
responsible in the U.S. and non-U.S. money market
instruments described above and other U.S. and non-U.S.
long- and short-term debt instruments which are rated BBB or
higher by S&P or Moody's at the time of purchase, or are
determined by the advisers to be of comparable quality; may
invest a portion of such assets in cash; and may invest such
assets in securities of supranational entities which are
rated A or higher by S&P or Moody's at the time of purchase
or are determined by the advisers to be of comparable
quality.
Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative
characteristics as well.
EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have
PACIFIC BASIN the same general investment policies as the Core
EQUITY International Equity Portfolio. Investments in equity
securities of European or Pacific Basin issuers could
include securities of companies located in and governments
of developing countries (possibly including countries
formerly controlled by communist governments), and such
securities may be traded in emerging markets.
7
<PAGE>
Investments in any such emerging markets or less developed
countries, including investments in former communist
countries, will not exceed 5% of a Portfolio's total assets
at the time of purchase.
Furthermore, each Portfolio may enter into foreign
currency contracts to hedge a specific security transaction,
to hedge a portfolio position or to adjust the Portfolio's
currency exposure. In addition, each Portfolio may invest in
futures contracts and swaps and may purchase securities on a
when-issued or delayed delivery basis. The Portfolio may
also purchase and write options to buy or sell futures
contract.
Securities of non-U.S. issuers purchased by these
Portfolios may be purchased in foreign markets, on U.S.
registered exchanges, the over-the-counter market or in the
form of sponsored or unsponsored ADRs traded on registered
exchanges or NASDAQ or sponsored or unsponsored EDRs, CDRs
or GDRs. The Portfolios will typically invest in equity
securities listed on recognized foreign exchanges, but may
also invest in securities traded in over-the-counter
markets.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, each Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and other U.S. and
non-U.S. long- and short-term debt instruments which are
rated A or higher by S&P or Moody's at the time of purchase,
or are determined by the advisers to be of comparable
quality; may hold a portfolio of its assets in cash; and may
invest in securities of supranational entities which are
rated A or higher by S&P or Moody's at the time of purchase
or are determined by the advisers to be of comparable
quality.
The advisers' approach to selecting the equity securities
in which the European Equity Portfolio will invest is
fundamental and stock driven; portfolio managers and
analysts concentrate primarily on finding the best stock
ideas, premised on undervalued growth, that exist in the
advisers' stock universe and which satisfy their growth
oriented screening process. After the generation of stock
ideas and the initial stage of portfolio construction,
country exposure and the industry concentration of the
Portfolio are reviewed to ensure proper diversification.
The advisers' approach to selecting the equity securities
in which the Pacific Basin Equity Portfolio will invest is
to place great emphasis on a research driven process based
upon its belief that stock market returns reflect underlying
fundamentals. In managing a Pacific Basin portfolio, the
advisers view the region in two parts: Japan and all other
areas. In Japan, the dominant economy and stock market in
the region, there is a strong emphasis on stock selection
with small- to medium-sized companies playing an important
role during specific cycles of the Japanese economy. In
considering opportunities throughout the rest of the region,
the advisers aim to capitalize on the faster growth rates
occurring outside Japan and a rapidly expanding universe of
securities.
EMERGING In addition to its primary investments, described above, the
MARKETS EQUITY Portfolio may invest up to 35% of its total assets in debt
securities, including up to 5% of its total assets in debt
8
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securities rated below investment grade. These debt
securities will include debt securities of emerging market
companies. Bonds rated below investment grade are often
referred to as "junk bonds." Such securities involve greater
risk of default or price declines than investment grade
securities.
The Portfolio may invest in certain debt securities
issued by the governments of emerging market countries that
are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs
sponsored by such governments.
The Portfolio may invest up to 10% of its total assets in
illiquid securities. The Portfolio's advisers believe that
carefully selected investments in joint ventures,
cooperatives, partnerships, private placements, unlisted
securities and other similar situations (collectively,
"special situations") could enhance the Portfolio's capital
appreciation potential. Investments in special situations
may be illiquid, as determined by the Portfolio's advisers
based on criteria approved by the Board of Trustees. To the
extent these investments are deemed illiquid, the
Portfolio's investment in them will be consistent with its
10% restriction on investment in illiquid securities.
The Portfolio may invest up to 10% of its total assets in
shares of other investment companies.
The Portfolio may invest in futures contracts and
purchase securities on a when-issued or delayed delivery
basis. The Portfolio may also purchase and write options to
buy or sell futures contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 20% of its total assets in the equity
securities of companies constituting the Morgan Stanley
Capital International Europe, Australia, Far East Index (the
"EAFE Index"). These companies typically have larger average
market capitalizations than the emerging market companies in
which the Portfolio generally invests.
The Emerging Markets Equity Portfolio uses a proprietary,
quantitative asset allocation model created by its sub-
adviser. This model employs mean-variance optimization, a
process used in developed markets based on modern portfolio
theory and statistics. Mean-variance optimization helps
determine the percentage of assets to invest in each country
to maximize expected returns for a given risk level. The
Portfolio invests in those countries that the advisers
expect to have the highest risk/reward tradeoff when
incorporated into a total portfolio context. The advisers
attempt to construct a portfolio of emerging market
investments that approximates the risk level of an
internationally diversified portfolio of securities in
developed markets. This "top-down" country selection is
combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly
available information, and company visits.
The Fund's investments in emerging markets can be
considered speculative, and therefore may offer higher
potential for gains and losses than developed markets of the
9
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world. With respect to any emerging country, there is the
greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government
regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies
of such countries or investments in such countries. The
economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade
barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or
negotiated by the countries with which they trade.
INTERNATIONAL The fixed income securities in which the International Fixed
FIXED INCOME Income Portfolio will invest are (i) fixed income securities
issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political
subdivisions; (ii) fixed income securities issued or
guaranteed by supranational entities; (iii) fixed income
securities issued by foreign corporations; (iv) convertible
bond securities; and (v) fixed income securities issued by
foreign banks or bank holding companies. All such
investments will be in high quality securities denominated
in various currencies, including the European Currency Unit.
High quality securities are rated in one of the highest four
rating categories by a nationally recognized statistical
rating agency ("NRSRO") or of comparable quality at the time
of purchase as determined by the advisers. Securities or
obligations rated in the fourth highest rating category may
have speculative characteristics.
Any remaining assets of the Portfolio will be invested in
any of the fixed income securities described above,
obligations issued or guaranteed as to principal and
interest by the United States Government, its agencies or
instrumentalities ("U.S. Government securities"), swaps,
options and futures. The Portfolio may also purchase and
write options to buy or sell futures contracts. The
Portfolio also may enter into forward currency contracts,
purchase securities on a when-issued or delayed delivery
basis and engage in short selling. The Portfolio may invest
up to 10% of its total assets in illiquid securities.
Furthermore, although the Portfolio will concentrate its
investments in relatively developed countries, the Portfolio
may invest up to 5% of its assets in similar securities or
debt obligations that are denominated in the currencies of
developing countries and that are of comparable quality to
such securities and debt obligations at the time of purchase
as determined by the advisers.
There are no restrictions on the average maturity of the
International Fixed Income Portfolio or the maturity of any
single instrument. Maturities may vary widely depending on
the advisers' assessment of interest rate trends and other
economic and market factors. In the event a security owned
by the Portfolio is downgraded below the rating categories
discussed above, the advisers will review the situation and
take appropriate action with regard to the security.
The International Fixed Income Portfolio is a non-
diversified investment company, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), which
means that more than 5% of its assets may be invested in one
or more issuers, although
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the advisers do not intend to invest more than 5% of its
assets in any single issuer with the exception of securities
which are issued or guaranteed by a national government.
Since a relatively high percentage of assets of the
Portfolio may be invested in the obligations of a limited
number of issuers, the value of shares of the Portfolio may
be more susceptible to any single economic, political or
regulatory occurrence than the shares of a diversified
investment company would be. The Portfolio intends to
satisfy the diversification requirements necessary to
qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"), by limiting
its investments so that, at the close of each quarter of the
taxable year, (a) not more than 25% of the market value of
the Portfolio's total assets is invested in the securities
(other than U.S. Government securities) of a single issuer
and (b) at least 50% of the market value of the Portfolio's
total assets is represented by (i) cash and cash items, (ii)
U.S. Government securities and (iii) other securities
limited in respect to any one issuer to an amount not
greater in value than 5% of the market value of the
Portfolio's total assets and to not more than 10% of the
outstanding voting securities of such issuer.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 100% of its assets in U.S. dollar-denominated
fixed income securities or debt obligations and the
following domestic and foreign money market instruments:
government obligations, certificates of deposit, bankers'
acceptances, time deposits, commercial paper, short-term
corporate debt issues and repurchase agreements. The
Portfolio may hold a portion of its assets in cash for
liquidity purposes.
Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative
characteristics as well.
Under normal circumstances the portfolio turnover rate
for this Portfolio is expected to exceed 100% per year.
Short-term gains realized from portfolio transactions are
taxable to shareholders as ordinary income. In addition,
higher portfolio turnover rates can result in corresponding
increases in portfolio transaction costs. The Portfolio will
not consider portfolio turnover a limiting factor in
implementing investment decisions which are consistent with
the Portfolio's objectives and policies.
For additional information regarding the Portfolios'
permitted investments see "Description of Permitted
Investments and Risk Factors" in this Prospectus and
"Description of Permitted Investments" 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 Portfolios. Fundamental policies
cannot be changed with respect to the Trust or a Portfolio
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<PAGE>
without the consent of the holders of a majority of the
Trust's or that Portfolio's outstanding shares.
No Portfolio may:
1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies
or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of
such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer. This
restriction does not apply to the International Fixed
Income Portfolio.
2. Purchase any securities which would cause more than 25%
of its total assets to be invested in the securities of
one or more issuers conducting their principal business
activities in the same industry, provided that this
limitation does not apply to investments in securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities.
3. Borrow money in an amount exceeding 33 1/3% of the value
of its total assets, provided that, for purposes of this
limitation, investment strategies which either obligate a
Portfolio to purchase securities or require a Portfolio
to segregate assets are not considered to be borrowings.
To the extent that its borrowings exceed 5% of its
assets, (i) all borrowings will be repaid before making
additional investments and any interest paid on such
borrowings will reduce income, and (ii) asset coverage of
at least 300% is required.
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 ("SFM"), provides the
Trust with overall management services, regulatory
reporting, all necessary office space, equipment, personnel
and facilities, and acts as dividend disbursing agent and
shareholder servicing agent. Supervised Service Company
serves as transfer agent (the "Transfer Agent") to the
Trust.
For its management services, SFM is entitled to a fee
which is calculated daily and paid monthly at an annual rate
of .45% of the average daily net assets of the Core
International Equity Portfolio, .80% of the average daily
net assets of the European Equity and Pacific Basin Equity
Portfolios, .65% of the average daily net assets of the
Emerging Markets Equity Portfolio and .60% of the average
daily net assets of the International Fixed Income
Portfolio. SFM has voluntarily agreed to waive all or a
portion of its fees and
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<PAGE>
if necessary, reimburse other operating expenses in order to
limit the total operating expenses of each Portfolio. SFM
reserves the right to terminate these voluntary fee waivers
at any time in its sole discretion. Absent SFM's fee waiver
and expense reimbursement, the management and advisory fees
for each Portfolio would be higher than that paid by most
mutual funds.
For the fiscal year ended February 28, 1995, the
Portfolios paid SFM fees (shown here as a percentage of
average daily net assets after fee waivers) as follows: Core
International Equity--.56%; European Equity--.53%; Pacific
Basin Equity--.42%; and International Fixed Income--.35%.
For the fiscal year ended February 28, 1995, SFM waived all
management fees and reimbursed the Emerging Markets Equity
Portfolio 2.38% of its average daily net assets.
THE ADVISER _______________________________________________________________
Under an advisory agreement with the Trust (the "Advisory
Agreement") SFM acts as the investment adviser for each
Portfolio. Under the Advisory Agreement, SFM has general
oversight responsibility for the investment advisory
services provided to the Portfolios, including formulating
the Portfolios' investment policies and analyzing economic
trends affecting the Portfolios. In addition, SFM is
responsible for managing the allocation of assets among the
Portfolio's sub-advisers and directing and evaluating the
investment services provided by the sub-advisers, including
their adherence to each Portfolio's respective investment
objective and policies and each Portfolio's investment
performance. In accordance with each Portfolio's investment
objective and policies, and under the supervision of the
adviser and the Trust's Board of Trustees, each sub-adviser
is responsible for the day-to-day investment management of
all or a discrete portion of the assets of a Portfolio. SFM
and the sub-advisers are authorized to make investment
decisions for the Portfolios and place orders on behalf of
the Portfolios to effect the investment decisions made.
SFM is currently seeking an exemptive order from the
Securities and Exchange Commission (the "SEC") that would
permit SFM, with the approval of the Trust's Board of
Trustees, to retain sub-advisers for a Portfolio without
submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. If granted, exemptive relief would
permit the disclosure of only the aggregate amount payable
by SFM under all such sub-advisory agreements. A Portfolio
will notify shareholders in the event of any addition or
change in the identity of its sub-advisers. Until or unless
this exemptive order is granted, if one of the advisers is
terminated or departs from a Portfolio with multiple
advisers, the Portfolio will handle such termination or
departure in one of two ways. First, the Portfolio may
propose that a new adviser be appointed to manage that
portion of the Portfolio's assets managed by the departing
adviser. In this case, the Portfolio would be required to
submit to the vote of the Portfolio's shareholders the
approval of an investment advisory
13
<PAGE>
contract with the new adviser. In the alternative, the
Portfolio may decide to allocate the departing adviser's
assets among the remaining advisers. This allocation would
not require new investment advisory contracts with the
remaining advisers, and consequently no shareholder approval
would be necessary.
SEI FINANCIAL SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"),
MANAGEMENT a financial services company located in Wayne, Pennsylvania.
CORPORATION The principal business address of SFM is 680 East Swedesford
Road, Wayne, Pennsylvania 19087-1658. SEI was founded in
1968 and is a leading provider of investment solutions to
banks, institutional investors, advisers and insurance
companies. Affiliates of SFM have provided consulting advice
to institutional investors for more than 20 years, including
advice regarding selection and evaluation of investment
advisers. SFM currently serves as manager or administrator
to more than 26 investment companies, including more than
220 portfolios, which investment companies have more than
$48 billion in assets as of March 31, 1995.
SFM is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of .475% of the Core
International Equity and European Equity Portfolios' average
daily net assets, .55% of the Pacific Basin Equity
Portfolio's average daily net assets, 1.05% of the Emerging
Markets Equity Portfolio's average daily net assets, and
.45% of the International Fixed Income Portfolio's average
daily net assets. For the fiscal year ended February 28,
1995, SFM received the following advisory fees (shown here
as a percentage of average daily net assets): Core
International Equity Portfolio .475% and Emerging Markets
Equity Portfolio 1.05%.
THE SUB-ADVISERS _______________________________________________________________
ACADIAN ASSET Acadian Asset Management, Inc. ("Acadian") act as a sub-
MANAGEMENT, adviser for the Core International Equity Portfolio pursuant
INC. to a sub-advisory agreement with SFM. In accordance with the
Portfolio's investment objectives and policies and under the
supervision of SFM and the Trust's Board of Trustees,
Acadian is responsible for the day-to-day investment
management of the portion of the Portfolio assigned to it by
the Board of Trustees and, with respect thereto, places
orders on behalf of the Portfolio to effect the investment
decisions made.
Acadian, a wholly-owned subsidiary of United Asset
Management Corporation, was founded in 1977 and manages
approximately $2 billion in assets invested globally.
Acadian's business address is 260 Franklin Street, Boston,
Massachusetts 02110. An investment committee has been
responsible for managing Portfolio assets allocated to
Acadian since its inception.
Acadian is entitled to a fee from SFM calculated on the
basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$150 million; .25% of the next
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<PAGE>
$100 million of such assets; .15% of the next $100 million
of such assets; and .10% of such assets in excess of $350
million. On November 7, 1994, Brinson Partners, Inc., the
Core International Portfolio's investment adviser, was
replaced by Acadian and WorldInvest Limited on an interim
basis. At a Special Shareholders Meeting held on December
16, 1994, the Portfolio's Shareholders approved SFM as the
investment adviser and Acadian and WorldInvest Limited as
the investment sub-advisers to the Portfolio, effective
December 19, 1994.
WORLD INVEST WorldInvest Limited ("WorldInvest") acts as a sub-adviser
LIMITED for the Core International Equity Portfolio pursuant to a
sub-advisory agreement with SFM. In accordance with the
Portfolio's investment objectives and policies and under the
supervision of SFM and the Trust's Board of Trustees,
WorldInvest is responsible for the day-to-day investment
management of the portion of the Portfolio assigned to it by
the Board of Trustees and, with respect thereto, places
orders on behalf of the Portfolio to effect the investment
decisions made.
WorldInvest is a wholly-owned subsidiary of WorldInvest
Holdings Limited, an English corporation formed in 1977.
WorldInvest is an international investment manager with its
principal office at 56 Russell Square, London, England. The
firm has managed equity securities on a global basis since
1977. Total global assets under management as of February
28, 1995 were more than $5.7 billion, of which more than
$3.0 billion were invested in global equities. The Portfolio
assets allocated to WorldInvest have been managed by a team
of equity portfolio managers led by Mark Beale since the
Portfolio's inception. Mr. Beale is a Director and an Equity
Investment Manager for WorldInvest and has been with the
firm since 1982.
WorldInvest is entitled to a fee from SFM calculated on
the basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$300 million and .20% of such assets in excess of $300
million.
MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as
INVESTMENT the investment sub-adviser for the European Equity
SERVICES Portfolio. MG, a subsidiary of Morgan Grenfell Asset
LIMITED Management Limited, managed over $9.5 billion in assets as
of December 31, 1994. Morgan Grenfell Asset Management
Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a
German financial services conglomerate, managed over $48
billion in assets as of December 31, 1994. MG has over 15
years experience in managing international portfolios for
North American clients. Morgan Grenfell Asset Management
employs more than 15 European investment professionals. MG
attempts to exploit perceived inefficiencies present in the
European markets with original research and an emphasis on
stock selection. The principal address of MG is 20 Finsbury
Circus, London, England, EC2M 1NB.
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<PAGE>
Julian R. Johnston and Jeremy G. Lodwick have shared
primary responsibility for the European Equity Portfolio
since its inception. Mr. Johnston has 20 years experience in
European equity investment. Mr. Johnston joined MG in 1984
and is currently the head of the MG Continental European
investment team. He speaks French, German, Swedish and
Danish fluently. Mr. Lodwick has ten years experience in
European equity investment. He joined MG in 1986 and was a
UK equity research analyst before moving to New York where
he was a member of the client liaison and marketing team for
5 years. He returned to the london office in 1991 to manage
European equity portfolios.
MG is entitled to a fee, which is paid monthly by SFM, at
an annual rate of .325% of the European Equity Portfolio's
average daily net assets. For the fiscal year ended February
28, 1995, MG received an advisory fee of .325% of the
Portfolio's average net assets.
SCHRODER Schroder Capital Management International Limited ("SC")
CAPITAL acts as the investment sub-adviser for the Pacific Basin
MANAGEMENT Equity Portfolio. SC was founded in January 1989 and is a
INTERNATIONAL wholly-owned indirect subsidiary of Schroders plc, the
LIMITED holding company parent of an investment banking and
investment management group of companies (the "Schroder
Group"). The investment management operations of the
Schroder Group are located in 17 countries worldwide,
including seven in Asia. As of March 1, 1995, the Schroder
Group had over $80 billion in assets under management. As of
that date, SC had over $13 billion in assets under
management.
The Schroder Group has research resources throughout the
Asian region, consisting of offices in Tokyo, Hong Kong,
Singapore, Kuala Lumpur, Seoul, Taipei and Jakarta, staffed
by 38 investment professionals. SC's investment process
emphasizes individual stock selection and company research
conducted by professionals at each local office which is
integrated into SC's global research network by the manager
of research in London. The principal address of SC is 33
Gutter Lane, London EC2V BAS, England.
John S. Ager, a Senior Vice President and Director of SC,
and John Stainsby, First Vice President of SC, both serve as
principal portfolio managers for the Pacific Basin Equity
Portfolio since its inception. Mr. Ager has over 20 years of
experience in managing client accounts invested in Asian
countries. Mr. Stainsby has over 10 years experience of
managing Asian investments.
SC is entitled to a fee, which is paid monthly by SFM, at
an annual rate of .40% of the first $100 million in average
daily net assets of the Pacific Basin Equity Portfolio, .30%
of the next $50 million in assets, and .20% of assets in
excess of $150 million. For the fiscal year ended February
28, 1995, SC received an advisory fee of .40% of the
portfolio's average net assets.
MONTGOMERY Montgomery Asset Management, L.P. ("MAM') acts as the sub-
ASSET adviser for the Emerging Markets Equity Portfolio. In
MANAGEMENT, accordance with the Portfolio's investment objective and
L.P.
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<PAGE>
policies and under the supervision of SFM and the Trust's
Board of Trustees, MAM is responsible for the day-to-day
investment management of the Portfolio and places orders on
behalf of the Portfolio to effect the investment decisions
made.
MAM is an independent affiliate of Montgomery Securities,
a San Francisco based investment banking firm. As of March
31, 1995, MAM had approximately $4.5 billion in assets under
management. MAM has over four years experience providing
investment management services. The principal address of MAM
is 600 Montgomery Street, San Francisco, CA 94111.
Josephine S. Jimenez and Bryan L. Sudweeks share primary
responsibility for the Emerging Markets Equity Portfolio.
Ms. Jimenez and Mr. Sudweeks have thirteen and six years
experience, respectively, in emerging markets investment.
Both joined MAM in 1991.
MAM is entitled to a fee, which is paid monthly by SFM,
at an annual rate of .90% of the market value of investments
under management by MAM up to and including $50 million and
.55% of the market value of investments under management by
MAM in excess of $50 million. For the fiscal year ended
February 28, 1995, MAM received a sub-advisory fee of .98%
of the Portfolio's average net assets.
STRATEGIC FIXED Strategic Fixed Income, L.P. ("SFI") acts as the investment
INCOME, L.P. sub-adviser for the International Fixed Income Portfolio.
SFI is a limited partnership formed in 1991 under the laws
of the State of Delaware, to manage multi-currency fixed
income portfolios. The general partner of the firm is
Kenneth Windheim and the limited partner is Strategic
Investment Management ("SIM"). As of March 1, 1995, SFI
manages $4 billion in global and international fixed income
portfolios. Together, as of March 1, 1995 SFI and SIM
managed over $15 billion in client assets. The principal
address of SFI is 1001 Nineteenth Street, North, 16th Floor,
Arlington, Virginia 22209.
Kenneth Windheim, President of SFI is the senior
portfolio manager of the Portfolio since its inception in
1991. Mr. Windheim is assisted by Gregory Barrett, Director
of SFI and portfolio manager of the Portfolio since April
1994. Prior to forming SFI Kenneth Windheim managed a global
fixed income portfolio at Prudential Asset Management. Prior
to joining SFI, Gregory Barrett was the portfolio manager
for the Pilgrim Multi-Market Income Fund with active use of
foreign exchange option strategies. Prior to that he was
vice president and senior fixed income portfolio manager at
Lexington Management.
SFI is entitled to a fee, which is paid monthly by SFM,
at an annual rate of .30% of the average daily net assets of
the International Fixed Income Portfolio. For the fiscal
year ended February 28, 1995, the Portfolio paid advisory
fees of .25% of its average daily net assets.
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<PAGE>
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each Portfolio has
a separate distribution plan for its shares (the "Class A
Plan" and the "Class D Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the 1940 Act. The Trust intends
to operate the Plans in accordance with their terms and with
the NASD rules concerning sales charges.
The Distribution Agreement and Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget. The budget must be approved and monitored by the
Trustees, including those Trustees who are not interested
persons and have no financial interest in the Plan or any
related agreement ("Qualified Trustees"). The Class D Plan
also provides for additional payments for distribution and
shareholder services as described below.
Distribution-related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities law registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently the budget (shown here as a
percentage of daily net assets) for the Core International
Equity, European Equity, Pacific Basin Equity, Emerging
Markets Equity and International Fixed Income Portfolios is
.15%. Distribution expenses not attributable to a specific
Portfolio are allocated among each of the Portfolios of the
Trust based on average net assets.
The Class D Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor in an amount not to exceed .30%
of the Portfolio's average daily net assets attributable to
Class D shares. These additional payments are characterized
as "compensation," and are not directly tied to expenses
incurred by the Distributor; the payments the Distributor
receives during any year may therefore be higher or lower
than its actual expenses. This additional payment may be
used to compensate financial institutions that provide
distribution-related services to their customers.
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 also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
In addition, the Distributor may, from time to time in
its sole discretion, institute one or more promotional
incentive programs, which will be paid by the Distributor
from
18
<PAGE>
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 Portfolios. Such promotional incentives will be
offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolios sold by the dealer.
PURCHASE AND
REDEMPTION
OF SHARES ____________________________________________________________________
Financial institutions may acquire Class A shares of the
Portfolios 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 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
Portfolios are offered only to residents of states in which
the shares are eligible for purchase.
Shares of each Portfolio may be purchased or redeemed on
days on which the New York Stock Exchange is open for
business ("Business Days").
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 its shareholders to accept
such purchase order.
Purchases will be made in full and fractional shares of
the Portfolios 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 each Portfolio is determined by dividing the total
market value of a Portfolio's investment and other assets,
less any liabilities, by the total outstanding shares of
that 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 SFM from an independent pricing service. Securities
having maturities of 60 days or less at the time of
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purchase will be valued using the amortized cost method
(described in the Statement of Additional Information),
which approximates the securities' market value. 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 used by
the pricing service and its valuations are reviewed by the
officers of the Trust under the general supervision of the
Trustees. Portfolio securities for which market quotations
are available are valued at the last quoted sale price on
each Business Day or, if there is no such reported sale, at
the most recently quoted bid price.
Shareholders who desire to redeem shares of the
Portfolios 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.
Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the 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
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, and you experience
difficulties placing redemption orders by telephone, you may
wish to consider placing your order by other means.
PERFORMANCE ____________________________________________________________________
From time to time, each Portfolio may advertise the 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
yields or future returns. The yield of a Portfolio refers to
the income generated by a hypothetical investment, net of
any sales charge imposed in the case of some of the Class D
shares, in such 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 a 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.
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The performance of Class A shares will normally be higher
than for Class D shares because of the additional
distribution expenses, transfer agency expenses and sales
charge (when applicable) charged to Class D shares.
A Portfolio may periodically compare its performance to
that 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 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. A Portfolio may quote Morningstar, Inc., a
service that ranks mutual funds on the basis of risk-
adjusted performance. A 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. A Portfolio may also quote financial and business
publications and periodicals as they relate to fund
management, investment philosophy and investment techniques.
A 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.
Additional performance information is set forth in the
1995 Annual Report to Shareholders and is available upon
request and without charge by calling 1-800-342-5734.
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 tax treatment of the
Portfolios or their 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 a 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 Each Portfolio is treated as a separate entity for federal
the Portfolios income tax purposes and is not combined with the Trust's
other portfolios. The Portfolios intend 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 income
and net capital gains (the excess of net long-term capital
gain over net short-term capital losses) distributed to
shareholders.
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Tax Status of Each Portfolio distributes substantially all of its net
Distributions investment income (including net short-term capital gains)
to shareholders. Dividends from a 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
regardless of how long the shareholders have held shares.
The Portfolios provide annual reports to shareholders of the
federal income tax status of all distributions.
Dividends declared by a 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.
Each Portfolio intends to make sufficient distributions
to avoid liability for the federal excise tax.
Investment income received by the Portfolios from sources
within foreign countries may be subject to foreign income
taxes withheld at the source. To the extent that a 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 Portfolios intend to
meet Code requirements to pass through credit for such
taxes, there can be no assurance that the Portfolios 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 June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
series of shares and different classes of each 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.
Certain shareholders in one or more of the Portfolios may
obtain asset allocation services with respect to their
investments in such Portfolios. If a sufficient amount of a
Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise be
anticipated as a result of redemptions and purchases of
Portfolio shares pursuant to such services.
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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 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 information 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 each Portfolio is periodically declared
and paid as a dividend. 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 SFM at least 15 days prior to the
distribution.
Dividends and capital gains of each 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.
Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust.
Independent Price Waterhouse LLP serves as the independent accountants
Accountants of the Trust.
Custodian and State Street Bank and Trust Company, 225 Franklin Street,
Wire Agent Boston, MA 02110 (a "Custodian"), acts as Custodian for the
assets of the Core International Equity and Emerging Markets
Equity Portfolios. The Chase Manhattan Bank, N.A., Chase
MetroTech Center, Brooklyn, NY 11245 (a "Custodian" and
together, the "Custodians"), acts as Custodian for the
assets of the European Equity, Pacific Basin Equity and
International Fixed Income Portfolios. The Custodians hold
cash, securities and other assets of the Trust
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as required by 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.
DESCRIPTION OF
PERMITTED
INVESTMENTS AND
RISK FACTORS _________________________________________________________________
The following is a description of the permitted investment
practices for the Portfolios, and the associated risk
factors:
American ADRs are securities, typically issued by a U.S. financial
Depositary institution (a "depositary"), that evidence ownership
Receipts interests in a security or a pool of securities issued by a
("ADRs") foreign issuer and deposited with the depositary. ADRs
Continental include American Depositary Shares and New York Shares.
Depositary EDRs, which are sometimes referred to as Continental
Receipts Depositary Receipts ("CDRs"), are securities, typically
("CDRs"), issued by a non-U.S. financial institution, that evidence
European ownership interests in a security or a pool of securities
Depositary issued by either a U.S. or foreign issuer. GDRs are issued
Receipts globally and evidence a similar ownership arrangement.
("EDRs") and Generally, ADRs are designed for trading in the U.S.
Global securities market, EDRs are designed for trading in European
Depositary Securities Markets and GDRs are designed for trading in non-
Receipts U.S. Securities Markets. ADRs, EDRs, CDRs and GDRs may be
("GDRs") available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying
the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without
participation by the issuer of the receipt's underlying
security. Holders of an unsponsored depositary receipt
generally bear all the costs of the unsponsored facility.
The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to
pass through to the holders of the receipts voting rights
with respect to the deposited securities.
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are issued by corporations to finance the
shipment and storage of goods. 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 with penalties
for early withdrawal will be considered illiquid.
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.
Convertible Convertible securities are corporate securities that are
Securities exchangeable for a set number of another security at a
prestated price. Convertible securities typically have
characteristics
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similar to both fixed income and equity securities. Because
of the conversion feature, the market value of a convertible
security tends to move with the market value of the
underlying stock. The value of a convertible security is
also affected by prevailing interest rates, the credit
quality of the issuer, and any call provisions.
Equity Equity securities represent ownership interests in a company
Securities or corporation and consist of common stock, preferred stock,
warrants and rights to subscribe to common stock and in
general, any security that is convertible into or
exchangeable for common stock. Investments in common stocks
are subject to market risks which may cause their prices to
fluctuate over time. The value of convertible securities is
also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions. Changes in
the value of fund securities will not necessarily affect
cash income derived from these securities but will affect a
Portfolio's net asset value.
Fixed Income Fixed income securities are debt obligations issued by
Securities corporations, municipalities and other borrowers. The market
value of the fixed income investments will generally change
in response to interest rate changes and other factors.
During periods of falling interest rates, the values of
outstanding fixed income securities generally rise.
Conversely, during periods of rising interest rates, the
values of such securities generally decline. Moreover, while
securities with longer maturities tend to produce higher
yields, the prices of longer maturity securities are also
subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in
the rating of any fixed income security and in the ability
of an issuer to make payments of interest and principal also
affect the value of these investments. Changes in the value
of these securities will not affect cash income derived from
these securities but will affect a Portfolio's net asset
value.
Forward A forward contract involves an obligation to purchase or
Currency sell a specific currency amount at a future date, agreed
Contracts upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.
At the maturity of a forward contract, the Portfolio may
either sell a portfolio security and make delivery of the
foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the same
maturity date, the same amount of the foreign currency. The
Portfolio may realize a gain or loss from currency
transactions.
Futures Futures contracts provide for the future sale by one party
Contracts and and purchase by another party of a specified amount of a
Options on specific security at a specified future time and at a
Futures specified price. An option on a futures contract gives the
Contracts purchaser the right, in exchange for a premium, to assume a
position in a futures contract at a specified exercise price
during the term of the option. A Portfolio may use futures
contracts and related options for bona fide
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<PAGE>
hedging purposes, to offset changes in the value of
securities held or expected to be acquired or be disposed
of, to minimize fluctuations in foreign currencies, or to
gain exposure to a particular market or instrument. A
Portfolio will minimize the risk that it will be unable to
close out a futures contract by only entering into futures
contracts which are traded on national futures exchanges.
Stock index futures are futures contracts for various
stock indices that are traded on registered securities
exchanges. A stock index futures contract obligates the
seller to deliver (and the purchaser to take) an amount of
cash equal to a specific dollar amount times the difference
between the value of a specific stock index at the close of
the last trading day of the contract and the price at which
the agreement is made.
There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets
and movements in interest rates, (2) there may be an
imperfect or no correlation between the changes in market
value of the securities held by the Portfolio and the prices
of futures and options on futures, (3) there may not be a
liquid secondary market for a futures contract or option,
(4) trading restrictions or limitations may be imposed by an
exchange, and (5) government regulations may restrict
trading in futures contracts and futures options.
A Portfolio may enter into futures contracts and options
on futures contracts traded on an exchange regulated by the
Commodities Futures Trading Commission ("CFTC"), as long as,
to the extent that such transactions are not for "bona fide
hedging purposes," the aggregate initial margin and premiums
on such positions (excluding the amount by which such
options are in the money) do not exceed 5% of a Portfolio's
net assets. A Portfolio may buy and sell futures contracts
and related options to manage its exposure to changing
interest rates and securities prices. Some strategies reduce
a Portfolio's exposure to price fluctuations, while others
tend to increase its market exposure. Futures and options on
futures can be volatile instruments and involve certain
risks that could negatively impact a Portfolio's return.
Illiquid Illiquid securities are securities that cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on a Portfolio's books. An
illiquid security includes a demand instrument with a demand
notice period exceeding seven days, when there is no
secondary market for such security and repurchase agreements
with duration over seven days in length.
Investment Because of restrictions on direct investment by U.S.
Companies entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. A Portfolio
does not intend to invest in other investment companies
unless, in the judgment of its advisers, the potential
benefits of such investments exceed the associated costs
relative to the benefits and costs associated with direct
investments in the underlying securities.
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Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities and are
subject to limitations under the 1940 Act. As a shareholder
in an investment company, a Portfolio would bear its ratable
share of that investment company's expenses, including its
advisory and administration fees. A Portfolio also may incur
tax liability to the extent it invests in the stock of a
foreign issuer that constitutes a "passive foreign
investment company."
Obligations Supranational entities are entities established through the
of Supranational joint participation of several governments and include the
Entities Asian Development Bank, the Inter-American Development Bank,
International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic
Community, European Investment Bank and the Nordic
Investment Bank.
Options A put option gives the purchaser of the option the right to
sell, and the writer of the option the obligation to buy,
the underlying security at any time during the option
period. A call option gives the purchaser of the option the
right to buy, and the writer of the option the obligation to
sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration
for undertaking the obligations under the option contract.
The initial purchase (sale) of an option contract is an
"opening transaction." In order to close out an option
position, a Portfolio may enter into a "closing
transaction," which is simply the sale (purchase) of an
option contract on the same security with the same exercise
price and expiration date as the option contract originally
opened.
A Portfolio may purchase put and call options to protect
against a decline in the market value of the securities in
its portfolio or to anticipate an increase in the market
value of securities that the Portfolio may seek to purchase
in the future. A Portfolio purchasing put and call options
pays a premium therefor. If price movements in the
underlying securities are such that exercise of the options
would not be profitable for the Portfolio, loss of the
premium paid may be offset by an increase in the value of
the Portfolio's securities or by a decrease in the cost of
acquisition of securities by the Portfolio.
A Portfolio may write covered call options as a means of
increasing the yield on its fund and as a means of providing
limited protection against decreases in its market value.
When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make
the exercise of the option profitable to the holder thereof,
the option generally will expire without being exercised and
the Portfolio will realize as profit the premium received
for such option. When a call option of which a Portfolio is
the writer is exercised, the Portfolio will be required to
sell the underlying securities to the option holder at the
strike price, and will not participate in any increase in
the price of such securities above the strike price. When a
put option of which a Portfolio is the writer is exercised,
the Portfolio will be required to purchase the underlying
securities at the strike price, which may be in excess of
the market value of such securities.
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A Portfolio may purchase and write options on an exchange
or over-the-counter. Over-the-counter ("OTC options") differ
from exchange-traded options in several respects. They are
transacted directly with dealers and not with a clearing
corporation, and therefore entail the risk of non-
performance by the dealer. OTC options are available for a
greater variety of securities and for a wider range of
expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded
on an exchange, pricing is done normally by reference to
information from a market maker. It is the position of the
SEC that OTC options are generally illiquid.
A Portfolio may purchase and write put and call options
on foreign currencies (traded on U.S. and foreign exchanges
or over-the-counter markets), to manage its exposure to
exchange rates. Call options on foreign currency written by
a Portfolio will be "covered," which means that the
Portfolio will own an equal amount of the underlying foreign
currency. With respect to put options on foreign currency
written by a Portfolio, the Portfolio will establish a
segregated account with its custodian bank consisting of
cash or liquid, high grade debt securities in an amount
equal to the amount the Portfolio would be required to pay
upon exercise of the put.
A Portfolio may purchase and write put and call options
on indices and enter into related closing transactions. Put
and call options on indices are similar to options on
securities except that options on an index give the holder
the right to receive, upon exercise of the option, an amount
of cash if the closing level of the underlying index is
greater than (or less than, in the case of puts) the
exercise price of the option.
This amount of cash is equal to the difference between
the closing price of the index and the exercise price of the
option, expressed in dollars multiplied by a specified
number. Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index
generally, rather than the price movements in individual
securities. A Portfolio may choose to terminate an option
position by entering into a closing transaction. The ability
of a Portfolio to enter into closing transactions depends
upon the existence of a liquid secondary market for such
transactions.
A Portfolio may engage in writing covered call options.
Under a call option, the purchaser has the right to purchase
and the writer (the Portfolio) the obligation to sell the
underlying security at the exercise price during the option
period. Options purchased by the Portfolio will be listed on
a national securities exchange. In order to close out an
option position, the Portfolio may enter into a "closing
purchase transaction," which involves the purchase of an
option on the same security at the same exercise price and
expiration date. If the Portfolio is unable to effect a
closing purchase transaction with respect to an option it
has written, it will not be able to sell the underlying
security until the option expires or the Portfolio delivers
the security upon exercise. Permissible options include
options on stock indices.
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All options written on indices must be covered. When a
Portfolio writes an option on an index, it will establish a
segregated account containing cash or liquid high grade debt
securities with its Custodian in an amount at least equal to
the market value of the option and will maintain the account
while the option is open or will otherwise cover the
transaction.
Risk Factors: Risks associated with options transactions
include: (1) the success of a hedging strategy may depend on
an ability to predict movements in the prices of individual
securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation
between the movement in prices of options and the securities
underlying them; (3) there may not be a liquid secondary
market for options; and (4) while a Portfolio will receive a
premium when it writes covered call options, it may not
participate fully in a rise in the market value of the
underlying security.
Privatizations Privatizations are foreign government programs for selling
all or part of the interests in government owned or
controlled enterprises. The ability of a U.S. entity to
participate in privatizations in certain foreign countries
may be limited by local law, or the terms on which a
Portfolio may be permitted to participate may be less
advantageous than those applicable for local investors.
There can be no assurance that foreign governments will
continue to sell their interests in companies currently
owned or controlled by them or that privatization programs
will be successful.
Repurchase Repurchase agreements are agreements by which a Portfolio
Agreements obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from the date of purchase. The Custodian or
its agent will hold the security as collateral for the
repurchase agreement. Collateral must be maintained at a
value at least equal to 102% of the purchase price. A
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
securities or if the Portfolio realizes a loss on the sale
of the collateral securities. The advisers will enter into
repurchase agreements on behalf of a Portfolio only with
financial institutions deemed to present minimal risk of
bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the
Trustees. 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 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
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shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable
U.S. securities. The value of a Portfolio's investments
denominated in foreign currencies will depend on the
relative strengths of those currencies and the U.S. dollars,
and a Portfolio may be affected favorably or unfavorably by
changes in the exchange rates or exchange control
regulations between foreign currencies and the U.S. dollar.
Changes in foreign currency exchange rates also may affect
the value of dividends and interest earned, gains and losses
realized on the sale of securities and net investment income
and gains if any, to be distributed to shareholders by a
Portfolio. Furthermore, emerging market countries may have
less stable political environments than more developed
countries. Also it may be more difficult to obtain a
judgment in a court outside the United States.
Short Sales Selling securities short involves selling securities the
seller does not own (but has borrowed) in anticipation of a
decline in the market price of such securities. To deliver
the securities to the buyer, the seller must arrange through
a broker to borrow the securities and, in so doing, the
seller becomes obligated to replace the securities borrowed
at their market price at the time of replacement. In a short
sale, the proceeds the seller receives from the sale are
retained by a broker until the seller replaces the borrowed
securities. The Portfolio may have to pay a premium to
borrow the securities and must pay any dividends or interest
payable on the securities until they are replaced.
A Portfolio may only sell securities short "against the
box." A short sale is "against the box" if at all times
during which the short position is open, the Portfolio owns
at least an equal amount of the securities or securities
convertible into, or exchangeable without further
consideration for, securities of the same issue as the
securities that are sold short. A Portfolio may also
maintain short positions in forward currency exchange
transactions, which involve the Portfolio's agreement to
exchange currency that it does not own at that time of such
agreement for another currency at a future date and
specified price in anticipation of a decline in the value of
the currency sold short relative to the currency that the
Portfolio has contracted to receive in the exchange. To
ensure that any short position of a Portfolio is not used to
achieve leverage, a Portfolio will establish with its
Custodian a segregated account consisting of cash or liquid
high grade debt securities equal to the fluctuating market
value of the currency as to which any short position is
being maintained.
The dollar amount of short sales at any one time shall
not exceed 25% of the net equity of the Portfolio, and the
value of the securities of any one issuer in which the
Portfolio is short may not exceed the lesser of 2.0% of the
value of the Portfolio's net assets or 2.0% of the
securities of any class of any issuer. Short sales may be
made only in those securities which are fully listed on a
national securities exchange. This provision does not
include short sales against the box.
Swaps, Caps, Interest rate swaps, mortgage swaps, currency swaps and
Floors and other types of swap agreements such as caps, floors and
Collars collars are designed to permit the purchaser to preserve a
return
30
<PAGE>
or spread on a particular investment or portion of its
portfolio, and to protect against any increase in the price
of securities a Portfolio anticipates purchasing at a later
date. In a typical interest rate swap, one party agrees to
make regular payments equal to a floating interest rate
times a "notional principal amount," in return for payments
equal to a fixed rate times the same amount, for a specific
period of time. If a swap agreement provides for payment in
different currencies, the parties might agree to exchange
the notional principal amount as well. Swaps may also depend
on other prices or rates, such as the value of an index or
mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to
make payments only under specified circumstances, usually in
return for payment of a fee by the other party. For example,
the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the
extent that a specified interest rate falls below an agreed-
upon level. An interest rate collar combines elements of
buying a cap and selling a floor.
Swap agreements are sophisticated hedging instruments
that typically involve a small investment of cash relative
to the magnitude of risk assumed. As a result, swaps can be
highly volatile and have a considerable impact on a
Portfolio's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and
may decline in value if the counterparty's creditworthiness
deteriorates. A Portfolio may also suffer losses if it is
unable to terminate outstanding swap agreements or reduce
its exposure through offsetting transactions. Any obligation
a Portfolio may have under these types of arrangements will
be covered by setting aside liquid high grade securities in
a segregated account. A Portfolio will enter into swaps only
with counterparties believed to be creditworthy.
Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Like a certificate of
deposit, a time deposit earns a specified rate of interest
over a definite period of time; however, it cannot be traded
in the secondary market. Time deposits with a withdrawal
penalty are considered to be illiquid securities.
U.S. Government Obligations issued or guaranteed by agencies of the U.S.
Agencies Government, including, among others, the Federal Farm Credit
Bank, the Federal Housing Administration and the Small
Business Administration and obligations issued or guaranteed
by instrumentalities of the U.S. Government, including,
among others, the 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), while 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
31
<PAGE>
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.
U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds
Obligations issued by the U.S. Treasury and separately traded interest
and principal component parts of such obligations that are
transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal
Securities ("STRIPS").
Variable and Certain obligations may carry variable or floating rates of
Floating Rate interest, may involve a conditional or unconditional demand
Instruments feature. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market
rates or indices. The interest rates on these securities may
be reset daily, weekly, quarterly or some other reset
period, and may have a floor or ceiling on interest rate
changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market
interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is
no secondary market for such security.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy equity or fixed-income securities of
a company at a given price during a specified period.
When-Issued and 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. A Portfolio will maintain with its
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
a 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 a Portfolio generally purchases securities on a
when-issued or forward commitment basis with the intention
of actually acquiring securities, a 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.
32
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Annual Operating Expenses............ 2
Financial Highlights................. 3
The Trust............................ 5
Investment Objectives and Policies... 5
General Investment Policies.......... 6
Investment Limitations............... 11
The Manager and Shareholder Servicing
Agent................................ 12
The Adviser.......................... 13
The Sub-Advisers..................... 14
Distribution......................... 18
Purchase and Redemption of Shares.... 19
Performance.......................... 20
Taxes................................ 21
General Information.................. 22
Description of Permitted Investments
and Risk Factors..................... 24
</TABLE>
<PAGE>
PROSPECTUS
JUNE 28, 1995
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference. It contains information that can help you decide if the
Portfolio's investment goals match your own.
A Statement of Additional Information (SAI) dated June 28, 1995 has been filed
with the Securities and Exchange Commission and is available without charge
through the Distributor, SEI Financial Services Company, 680 East Swedesford
Road, Wayne, PA 19087 or by calling 1-800-437-6016. The Statement of Additional
Information is incorporated into this Prospectus by reference.
SEI International Trust (the "Trust") is a mutual fund that offers shareholders
a convenient means of investing their funds in one or more professionally man-
aged diversified and non-diversified portfolios of securities. The Core Inter-
national Equity Portfolio, European Equity Portfolio, Pacific Basin Equity
Portfolio, Emerging Markets Equity Portfolio and International Fixed Income
Portfolio investment portfolios of the Trust, offers two classes of shares,
Class A shares and Class D shares. Class D shares differ from Class A shares
primarily in the imposition of sales charges and the allocation of certain dis-
tribution expenses and transfer agent fees. Class D shares are available
through SEI Financial Services Company (the Trust's distributor) and through
participating broker-dealers, financial institutions and other organizations.
This Prospectus offers the Class D shares of the equity and fixed income port-
folios (the "Portfolios" and each of these, a "Portfolio") listed above.
- --------------------------------------------------------------------------------
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 THE OF PRINCIPAL AMOUNT IN-
VESTED.
<PAGE>
HOW TO READ THIS PROSPECTUS ____________________________________________________
This Prospectus gives you information that you should know about the Portfolios
before investing. Brief descriptions are also provided throughout the
Prospectus to better explain certain key points. To find these helpful guides,
look for this symbol. [SYMBOL APPEARS HERE]
FUND HIGHLIGHTS ________________________________________________________________
The following summary provides basic information about the Class D shares of
the Trust's Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios. This summary
is qualified in its entirety by reference to the more detailed information
provided elsewhere in this Prospectus and in the Statement of Additional
Information.
INVESTMENT Below are the investment objectives and policies for each
OBJECTIVES AND Portfolio. For more information, see "Investment Objectives
POLICIES and Policies," "General Investment Policies" and "Description
of Permitted Investments and Risk Factors."
Core The Core International Equity
International Portfolio seeks to provide
Equity long-term capital apprecia-
Portfolio tion by investing primarily
in a diversified portfolio of
equity securities of non-U.S.
issuers.
European The European Equity Portfolio
Equity seeks to provide long-term
Portfolio capital appreciation by in-
vesting primarily in a diver-
sified portfolio of equity
securities of European
issuers.
Pacific Basin The Pacific Basin Equity
Equity Portfolio seeks to provide
Portfolio long-term capital apprecia-
tion by investing primarily
in a diversified portfolio of
equity securities of Pacific
Basin issuers.
Emerging The Emerging Markets Equity
Markets Equity Portfolio seeks to provide
Portfolio capital appreciation by in-
vesting primarily in a diver-
sified portfolio of equity
securities of emerging market
issuers.
International The International Fixed Income
Fixed Income Portfolio seeks to provide
Portfolio
capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated gov-
ernment and corporate fixed income securities or debt obliga-
tions.
UNDERSTANDING Shares of the Portfolios, like shares of any mutual fund,
RISK will fluctuate in value and when you sell your shares, they
may be worth more or less than what you paid for them. Each
Portfolio except the International Fixed Income Portfolio may
invest in equity securities that are
................................................................................
TABLE OF
CONTENTS
<TABLE>
<S> <C>
Fund Highlights.. 2
Portfolio
Expenses........ 4
Financial
Highlights...... 5
Your Account and
Doing Business
with Us......... 6
Investment
Objectives and
Policies........ 9
General
Investment
Policies and
Risk Factors.... 11
Investment
Limitations..... 16
The Manager and
Shareholder
Servicing Agent. 16
The Adviser...... 17
The Sub-Advisers. 18
Distribution..... 22
Performance...... 23
Taxes............ 24
Additional
Information
About Doing
Business with
Us.............. 25
General
Information..... 29
Description of
Permitted
Investments and
Risk Factors.... 31
</TABLE>
...............................................................................
2
<PAGE>
................................................................................
[SYMBOL
APPEARS INVESTMENT
HERE] PHILOSOPHY
Believing that
no single in-
vestment adviser
can deliver out-
standing perfor-
mance in every
investment cate-
gory, only those
advisers who
have distin-
guished them-
selves within
their areas of
specialization
are selected to
advise our mu-
tual funds.
................................................................................
affected by market and economic factors, and each Portfolio
may invest in fixed income securities that tend to vary in-
versely with interest rates and may be affected by other mar-
ket and economic factors as well, which may cause these secu-
rities to fluctuate in value. Investing in the securities of
foreign companies involves special risks and considerations
not typically associated with investing in U.S. companies. In
addition, there is no assurance that any Portfolio will
achieve its investment objective. See "Investment
Objectives and Policies" and "Description of Permitted
Investments and Risk Factors."
MANAGEMENT SEI FINANCIAL MANAGEMENT CORPORATION ("SFM") serves as the
PROFILE investment adviser of each Portfolio. ACADIAN ASSET MANAGEMENT,
INC. and WORLDINVEST LIMITED each serves as an investment sub-
adviser for the Core International Equity Portfolio. MORGAN
GRENFELL INVESTMENT SERVICES LIMITED serves as an investment
sub-adviser for the European Equity Portfolio. SCHRODER CAPITAL
MANAGEMENT INTER-NATIONAL LIMITED serves as an investment sub-
adviser for the Pacific Basin Equity Portfolio. MONTGOMERY
ASSET MANAGEMENT, L.P. serves as an investment sub-adviser for
the Emerging Markets Equity Portfolio. STRATEGIC FIXED INCOME,
L.P. serves as an investment sub-adviser for the International
Fixed In-come Portfolio. SFM serves as the manager and
shareholder servicing agent of the Trust. Supervised Service
Company acts as the transfer agent (the "Transfer Agent") of
the Class D shares of the Trust. SEI Financial Services Company
acts as distributor ("Distributor") of the Trust's shares. See
"The Manager and Shareholder Servicing Agent," "The Adviser,"
"The Sub-Advisers" and "Distribution."
YOUR ACCOUNT You may open an account with just $1,000 and make additional
AND DOING investments with as little as $100. Class D shares of a
BUSINESS WITH Portfolio are offered at net asset value per share plus a
US maximum sales charge at the time of purchase of 5.00% for the
Core International Equity, European Equity, Pacific Basin
Equity and Emerging Markets Equity Portfolios and 4.50% for
the International Fixed Income Portfolio. Shareholders who
purchase higher amounts may qualify for a reduced sales
charge. Redemptions of a Portfolio's shares are made at net
asset value per share. See "Your Account and Doing Business
with Us" and "Additional Information About Doing Business
With Us."
DIVIDENDS Substantially all of the net investment income (exclusive of
capital gains) of each Portfolio is periodically declared and
paid as a dividend. Any realized net capital gain is distrib-
uted at least annually. Distributions are paid in additional
shares unless the shareholder elects to take the payment in
cash. See "Dividends."
INFORMATION/ For more information about Class D shares call SEI Financial
SERVICE Services Company at 1-800-437-6016.
CONTACTS
3
<PAGE>
PORTFOLIO EXPENSES _____________________________________________________________
The purposes of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the Class D shares.
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EMERGING
EUROPEAN PACIFIC MARKETS INTERNATIONAL
CORE INTERNATIONAL EQUITY BASIN EQUITY EQUITY FIXED INCOME
EQUITY PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------------ --------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge
Imposed on Purchases 5.00% 5.00% 5.00% 5.00% 4.50%
Maximum Sales Charge Im-
posed on Reinvested Div-
idends None None None None None
Redemption Fees /1/ None None None None None
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management/Advisory Fees
(after fee waiver and
reimbursement) /2/ .91% .80% .78% .80% .57%
12b-1 Fees /3/ .40% .40% .40% .40% .40%
Other Expenses .34% .50% .52% 1.15% .43%
- -------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver and
reimbursement) /4/ 1.65% 1.70% 1.70% 2.35% 1.40%
- -------------------------------------------------------------------------------------------
</TABLE>
1 A charge, currently $10.00, is imposed on wires of redemption proceeds of the
Portfolio's Class D shares.
2 SEI Financial Management Corporation ("SFM"), in its capacity as Manager for
each Portfolio, has waived on a voluntary basis, a portion of its management
fee, and the management/advisory fees shown reflect this voluntary waiver.
SFM reserves the right to terminate its waiver at any time in its sole
discretion. Absent such fee waiver, management/advisory fees would be .93%
for the Core International Equity Portfolio, 1.28% for the European Equity
Portfolio, 1.35% for the Pacific Basin Equity Portfolio and 1.05% for the
International Fixed Income Portfolio. For the Emerging Markets Equity
Portfolio, SFM has agreed to waive its management fee, and, if necessary, pay
other operating expenses of the Portfolio in an amount that operates to limit
the total operating expenses of the Class D shares. Absent this fee waiver
and expense reimbursement, management/advisory fees would be 1.70% for the
Emerging Markets Equity Portfolio.
3 The 12b-1 fees shown reflect the current 12b-1 budget for reimbursement of
expenses. The maximum 12b-1 fees payable by the Class D shares of each
Portfolio is .60%.
4 Absent the voluntary fee waiver and expense reimbursement described above,
the total operating expenses would be 1.67% for the Core International Equity
Portfolio, 2.18% for the European Equity Portfolio, 2.27% for the Pacific
Basin Equity Portfolio, 3.25% for the Emerging Markets Equity Portfolio and
1.88% for the International Fixed Income Portfolio. Additional information
may be found under "The Adviser," the "Sub-Advisers" and "The Manager and
Shareholder Servicing Agent."
EXAMPLE
<TABLE>
- ------------------------------------------------------------------------------
<S>
An investor in a Portfolio would pay the fol-
lowing expenses on a $1000 investment assuming
(1) imposition of the maximum sales load, (2)
5% annual return and
(3) redemption at the end of each time period:
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------- -------
<S> <C> <C> <C> <C>
Core International Equity $66.00 $ 99.00 $135.00 $236.00
European Equity $66.00 $101.00 $138.00 $241.00
Pacific Basin Equity $66.00 $101.00 $138.00 $241.00
Emerging Markets Equity $73.00 $120.00 $169.00 $305.00
International Fixed income $59.00 $ 87.00 $118.00 $205.00
- ------------------------------------------------------------------------------
</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 Class D shares of each Portfolio. A person who purchases
shares through an account with 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 Class D shares. Each Portfolio also offers Class A
shares, which are subject to the same expenses, except that there are no sales
charges, different distribution costs and no transfer agent costs. Additional
information may be found under "The Manager and Shareholder Servicing Agent,"
"The Adviser," "The Sub-Advisers" and "Distribution."
The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "Purchase of Shares."
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges otherwise permitted by the Rules of Fair Practice (the
"Rules") of the National Association of Securities Dealers, Inc. ("NASD").
4
<PAGE>
FINANCIAL HIGHLIGHTS ___________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated April 11, 1995 on
the Trust's financial statements as of February 28, 1995 included in the
Trust's Statement of Additional Information under "Financial Highlights."
Additional performance information is set forth in the 1995 Annual Report to
Shareholders and is available upon request and without charge by calling
1-800-342-5734. This information should be read in conjunction with the Trust's
financial statements and notes thereto.
FOR A CLASS D SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORE INTERNATIONAL
EQUITY PORTFOLIO
------------------
5/1/94
to
2/28/95 /1/
- -------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.81
- -------------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income (Loss) 0.01
Net Realized and Unrealized Gains (Loss-
es) (0.67)
- -------------------------------------------------------------------------------
Total from Investment Operations (0.66)
- -------------------------------------------------------------------------------
Less Distributions:
Distributions from Net Investment In-
come /2/ --
Distributions from Realized Capital Gains (0.59)
Return of Capital --
- -------------------------------------------------------------------------------
Total Distributions (0.59)
- -------------------------------------------------------------------------------
Net Asset Value, End of Period $ 9.56
===============================================================================
Total Return (6.33)%
===============================================================================
Ratios and Supplemental Data:
Net Assets, End of Period (000) $51
Ratio of Expenses to Average Net Assets 1.47%
Ratio of Expenses to Average Net Assets
(Excluding Waivers) 1.48%
Ratio of Net Investment Income (Loss) to
Average Net Assets 0.42%
Ratio of Net Investment Income (Loss) to
Average Net Assets
(Excluding Waivers) 0.41%
Portfolio Turnover Rate 64%
- -------------------------------------------------------------------------------
</TABLE>
1 The Core International Equity Class D shares were offered beginning May 1,
1994. All ratios and total return for the period have been annualized.
2 Distributions from net investment income include distributions of certain
foreign currency gains and losses.
5
<PAGE>
YOUR ACCOUNT AND DOING BUSINESS WITH US ___________________________________
Class D shares of the Portfolios are sold on a continuous basis and may be
purchased directly from the Trust's Distributor, SEI Financial Services
Company. Shares may also be purchased through financial institutions, broker-
dealers, or other organizations which have established a dealer agreement or
other arrangement with SEI Financial Services Company ("Intermediaries"). For
more information about the following topics, see "Additional Information About
Doing Business with Us."
- --------------------------------------------------------------------------------
HOW TO BUY, Class D shares of the Portfolios may be purchased through
SELL AND Intermediaries which provide various levels of shareholder
EXCHANGE services to their customers. Contact your Intermediary for
SHARES THROUGH information about the services available to you and for
INTERMEDIARIES specific instructions on how to buy, sell and exchange shares.
To allow for processing and transmittal of orders to the
Distributor on the same day, Intermediaries may impose earlier
cut-off times for receipt of purchase orders. Certain
Intermediaries may charge customer account fees. Information
concerning shareholder services and any charges will be
provided to the customer by the Intermediary. Certain of these
Intermediaries may be required to register as broker-dealers
under state law.
................................................................................
[SYMBOL
APPEARS WHAT IS AN
HERE] INTERMEDIARY?
Any entity, such
as a bank, bro-
ker-dealer,
other financial
institution, as-
sociation or or-
ganization which
has entered into
an arrangement
with the Dis-
tributor to sell
Class D shares
to its custom-
ers.
...............................................................................
The shares you purchase through an Intermediary may be
held "of record" by that Intermediary. If you want to
transfer the registration of shares beneficially owned by
you, but held "of record" by an Intermediary, you should call
the Intermediary to request this change.
HOW TO BUY Account Application forms can be obtained by calling 1-800-
SHARES FROM 437-6016. Class D shares of the Portfolios are offered only
THE to residents of states in which the shares are eligible for
DISTRIBUTOR purchase.
Opening an
Account
By Check You may buy Class D shares by mailing a completed application
and a check (or other negotiable bank instrument or money
order) payable to "Class D shares (Portfolio Name)." If you
send a check that does not clear, the purchase will be
canceled and you could be liable for any losses or fees
incurred.
By Fed Wire To buy shares by Fed Wire call toll-free at 1-800-
437-6016.
Automatic You may systematically buy Class D shares through deductions
Investment from your checking or savings accounts, provided these
Plan ("AIP") accounts are maintained through banks which are part of the
Automated Clearing House ("ACH") system. You may purchase
shares on a fixed schedule (semi-monthly or monthly) with
amounts as low as $25, or as high as $100,000. Upon notice,
the amount you commit to the AIP may be changed or canceled
at any time. The AIP is subject to account minimum initial
purchase amounts and minimum maintained balance requirements.
6
<PAGE>
OTHER Your purchase is subject to a sales charge which varies
INFORMATION depending on the size of your purchase and the Portfolio
ABOUT BUYING shares that you are purchasing. The following table shows
SHARES the regular sales charges on Class D shares of the
Portfolios to a "single purchaser," together with the
Sales Charges reallowance paid to dealers and the agency commission paid
to brokers (collectively the "commission"):
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
<TABLE>
---------------------------------------------------------------------------------
<CAPTION>
SALES CHARGE REALLOWANCE AND
SALES CHARGE AS AS APPROPRIATE BROKERAGE COMMISSION
A PERCENTAGE OF PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.50%
$50,000 but less than
$100,000 4.50% 4.71% 4.00%
$100,000 but less than
$250,000 3.50% 3.63% 3.00%
$250,000 but less than
$500,000 2.50% 2.56% 2.00%
$500,000 but less than
$1,000,000 2.00% 2.04% 1.75%
$1,000,000 but less than
$2,000,000 1.00% 1.01% 1.00%
$2,000,000 but less than
$4,000,000 .50% .50% .50%
Over $4,000,000 none none none
--------------------------------------------------------------------------------------
<CAPTION>
INTERNATIONAL FIXED INCOME PORTFOLIO
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 4.50% 4.71% 4.00%
$50,000 but less than
$100,000 4.00% 4.17% 3.50%
$100,000 but less than
$250,000 3.50% 3.63% 3.00%
$250,000 but less than
$500,000 2.50% 2.56% 2.00%
$500,000 but less than
$1,000,000 2.00% 2.04% 1.75%
$1,000,000 but less than
$2,000,000 1.00% 1.01% 1.00%
$2,000,000 but less than
$4,000,000 .50% .50% .50%
Over $4,000,000 none none none
--------------------------------------------------------------------------------------
</TABLE>
The commissions shown in the table above apply to sales
through Intermediaries. Under certain circumstances,
commissions up to the amount of the entire sales charge may
be re-allowed to certain Intermediaries, who might then be
deemed to be "underwriters" under the Securities Act of
1933, as amended. Commission rates may vary among the
Portfolios.
Rights of Rights of Accumulation allows you, under certain
Accumulation circumstances, to combine your current purchase with the
current market value of previously purchased shares of that
Portfolio and Class D shares of other portfolios ("Eligible
Portfolios") in order to obtain a reduced sales charge.
Letter of A Letter of Intent allows you, under certain circumstances,
Intent to aggregate anticipated purchases over a 13-month period to
obtain a reduced sales charge.
7
<PAGE>
................................................................................
[SYMBOL HOW DOES AN
APPEARS EXCHANGE TAKE
HERE] PLACE?
When making an
exchange, you
authorize the
sale of your
shares of one or
more Portfolios
in order to pur-
chase the shares
of another Port-
folio. In other
words, you are
executing a sell
order and then a
buy order. This
sale of your
shares is a tax-
able event which
could result in
a taxable gain
or loss.
................................................................................
Sales Charge Certain shareholders may qualify for a sales charge waiver.
Waiver To determine whether or not you qualify for a sales charge
waiver see "Additional Information About Doing Business with
Us." Shareholders who qualify for a sales charge waiver must
notify the Transfer Agent before purchasing shares.
EXCHANGING Once good payment for your
SHARES shares has been received and
When Can You accepted (i.e., an account
Exchange has been established), you
Shares? may exchange some or all of
your shares for Class D
shares of other portfolios.
Exchanges are made at net
asset value plus any
applicable sales charge.
Class D shares are offered
only to residents of states
in which the shares are
eligible for purchase.
When Do Sales Portfolios that are not
Charges Apply money market portfolios
to an currently impose a sales
Exchange? charge on Class D shares. If
you exchange into one of
these "non-money market"
portfolios, you will have to
pay a sales charge on any
portion of your exchanged
Class D shares for which you
have not previously paid a
sales charge.
If you previously paid a sales charge on your Class D
shares, no additional sales charge will be assessed when you
exchange those Class D shares for other Class D shares.
If you buy Class D shares of a "non-money market" fund and
you receive a sales charge waiver, you will be deemed to have
paid the sales charge for purposes of this exchange
privilege. In calculating any sales charge payable on your
exchange, the Trust will assume that the first shares you
exchange are those on which you have already paid a sales
charge. Sales charge waivers may also be available under
certain circumstances described in the portfolios'
prospectuses.
The Trust reserves the right to change the terms and
conditions of the exchange privilege discussed herein, or to
terminate the exchange privilege, upon 60 days' notice. The
Trust also reserves the right to deny an exchange request
made within 60 days of the purchase of a non-money market
portfolio.
Requesting an To request an exchange, you must provide proper instructions
Exchange of in writing to the Transfer Agent. Telephone exchanges will
Shares also be accepted if you previously elected this option on
your account application.
In the case of shares held "of record" by an Intermediary
but beneficially owned by you, you should contact the
Intermediary who will contact the Transfer Agent and effect
the exchange on your behalf.
8
<PAGE>
................................................................................
[SYMBOL WHAT IS A
APPEARS SIGNATURE
HERE] GUARANTEE?
A signature
guarantee veri-
fies the authen-
ticity of your
signature and
may be obtained
from any of the
following:
banks, brokers,
dealers, certain
credit unions,
securities ex-
change or asso-
ciation, clear-
ing agency or
savings associa-
tion. A notary
public cannot
provide a signa-
ture guarantee.
................................................................................
[SYMBOL WHAT ARE
APPEARS INVESTMENT
HERE] OBJECTIVES AND
POLICIES?
A Portfolio's
investment ob-
jective is a
statement of
what it seeks to
achieve. It is
important to
make sure that
the investment
objective
matches your own
financial needs
and circumstanc-
es. The invest-
ment policies
section spells
out the types of
securities in
which each Port-
folio invests.
................................................................................
HOW TO SELL To sell your shares, a written request for redemption in good
SHARES THROUGH order must be received by the Transfer Agent. Valid written
THE redemption requests will be effective on receipt. All
DISTRIBUTOR shareholders of record must sign the redemption request.
By Mail For information about the
proper form of redemption
requests, call 1-800-437-
6016. You may also have the
proceeds mailed to an
address of record or mailed
(or sent by ACH) to a
commercial bank account
previously designated on the
Account Application or
specified by written
instruction to the Transfer
Agent. There is no charge
for having redemption
requests mailed to a
designated bank account.
By Telephone You may sell your shares by
telephone if you previously
elected that option on the
Account Application. You may
have the proceeds mailed to
the address of record, wired or sent by ACH to a commercial
bank account previously designated on the Account
Application. Under most circumstances, payments will be
transmitted on the next Business Day following receipt of a
valid telephone request for redemption. Wire redemption
requests may be made by calling 1-800-437-6016, who will
subtract a wire redemption charge (presently $10.00) from the
amount of the redemption.
Systematic You may establish a systematic withdrawal plan for an account
Withdrawal with a $10,000 minimum balance. Under the plan, redemptions
Plan ("SWP") can be automatically processed from accounts (monthly,
quarterly, semi-annually or annually) by check or by ACH with
a minimum redemption amount of $50.
INVESTMENT OBJECTIVES AND POLICIES ________________________________________
CORE The Core International
INTERNATIONAL Equity Portfolio seeks to
EQUITY provide long-term capital
PORTFOLIO appreciation by investing
primarily in a diversified
portfolio of equity
securities of non-U.S.
issuers.
Under normal
circumstances, at least 65%
of the Portfolio's assets
will be invested in equity
securities of non-U.S.
issuers located in at least
three different countries
other than the United
States.
9
<PAGE>
EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term
capital appreciation by investing primarily in a diversified
portfolio of equity securities of European issuers.
Under normal circumstances, at least 65% of the European
Equity Portfolio's assets will be invested in equity
securities of European issuers. The Portfolio's advisers
consider European issuers to be companies the securities of
which are principally traded in the European capital
markets; that derive at least 50% of their total revenue
from either goods produced or services rendered in countries
located in Europe, regardless of where the securities of
such companies are principally traded; or that are organized
under the laws of and have a principal office in a European
country.
PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long-
EQUITY term capital appreciation by investing primarily in a
diversified portfolio of equity securities of Pacific Basin
issuers.
Under normal circumstances, at least 65% of the Pacific
Basin Equity Portfolio's assets will be invested in equity
securities of Pacific Basin issuers. The Portfolio's
advisers consider Pacific Basin companies to be companies
the securities of which are principally traded in the
capital markets of Pacific Basin countries; that derive at
least 50% of their total revenue from either goods produced
or services rendered in Pacific Basin countries, regardless
of where the securities of such companies are principally
traded; or that are organized under the laws of and have a
principal office in a Pacific Basin country.
EMERGING The Emerging Markets Equity Portfolio seeks to provide
MARKETS EQUITY capital appreciation by investing primarily in a diversified
portfolio of equity securities of emerging market issuers.
Under normal circumstances, at least 65% of the Emerging
Markets Equity Portfolio's assets will be invested in equity
securities of emerging market issuers. For these purposes,
the Portfolio defines an emerging market country as a
country the economy and market of which the World Bank or
the United Nations considers to be emerging or developing.
The Portfolio's advisers consider emerging market issuers to
be companies the securities of which are principally traded
in the capital markets of emerging market countries; that
derive at least 50% of their total revenue from either goods
produced or services rendered in emerging market countries,
regardless of where the securities of such companies are
principally traded; or that are organized under the laws of
and have a principal office in an emerging market country.
INTERNATIONAL The International Equity Income Portfolio seeks to provide
FIXED INCOME capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.
Under normal circumstances, at least 65% of the
International Fixed Income Portfolio's assets will be
invested in high quality foreign government and foreign
corporate fixed income securities or debt obligations of
issuers located in at least three countries other than the
United States.
There is no assurance that the Portfolios will achieve
their respective objectives.
10
<PAGE>
GENERAL
INVESTMENT
POLICIES AND
RISK FACTORS ______________________________________________________________
CORE The Core International Equity Portfolio may enter into
INTERNATIONAL forward foreign currency contracts as a hedge against
EQUITY possible variations in foreign exchange rates. A forward
PORTFOLIO foreign currency contract is a commitment to purchase or
sell a specified currency, at a specified future date, at a
specified price. The Portfolio may enter into forward
foreign currency contracts to hedge a specific security
transaction or to hedge a portfolio position. These
contracts may be bought or sold to protect the Portfolio, to
some degree, against a possible loss resulting from an
adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio may also
invest in options on currencies.
Securities of non-U.S. issuers purchased by the Portfolio
may be purchased in foreign markets, on U.S. registered
exchanges, the over-the-counter market or in the form of
sponsored or unsponsored American Depositary Receipts
("ADRs") traded on registered exchanges or NASDAQ or
sponsored or unsponsored European Depositary Receipts
("EDRs"), Continental Depositary Receipts ("CDRs") or Global
Depositary Receipts ("GDRs"). The Portfolio will typically
invest in equity securities listed on recognized foreign
exchanges, but may also invest in securities traded in over-
the-counter markets. The Portfolio expects its investments
to emphasize both large and intermediate capitalization
companies.
The Portfolio expects to be fully invested in its primary
investments described above, but may invest up to 35% of its
total assets in U.S. or non-U.S. cash reserves; money market
instruments; swaps; options on securities, non-U.S. indices
and currencies; futures contracts, including stock index
futures contracts; and options on futures contracts.
Permissible money market instruments include securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities; securities issued or
guaranteed by non-U.S. governments, which are rated at time
of purchase A or higher by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's"), or
are determined by the advisers to be of comparable quality;
repurchase agreements; certificates of deposit and bankers'
acceptances issued by banks or savings and loan associations
having net assets of at least $500 million as of the end of
their most recent fiscal year; high-grade commercial paper;
and other long- and short-term debt instruments, which are
rated at time of purchase A or higher by S&P or Moody's, and
which, with respect to such long-term debt instruments, are
within 397 days of their maturity.
The Portfolio is also permitted to acquire floating and
variable rate securities, purchase securities on a when-
issued or delayed delivery basis and invest up to 10% of its
total assets in illiquid securities. Although permitted to
do so, the Portfolio does not currently intend to invest in
securities issued by passive foreign investment companies or
to engage in securities lending.
11
<PAGE>
For temporary defensive purposes, when an adviser
determines that market conditions warrant, the Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and other U.S. and
non-U.S. long- and short-term debt instruments which are
rated BBB or higher by S&P or Moody's at the time of
purchase, or are determined by the advisers to be of
comparable quality; may hold a portion of its assets in
cash; and may invest in securities of supranational entities
which are rated A or higher by S&P or Moody's at the time of
purchase or are determined by the advisers to be of
comparable quality.
Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative
characteristics as well.
EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have
PACIFIC BASIN the same general investment policies as the Core
EQUITY International Equity Portfolio. Investments in equity
securities of European or Pacific Basin issuers could
include securities of companies located in and governments
of developing countries (possibly including countries
formerly controlled by communist governments), and such
securities may be traded in emerging markets. Investments in
any such emerging markets or less developed countries,
including investments in former communist countries, will
not exceed 5% of a Portfolio's total assets at the time of
purchase.
Furthermore, each Portfolio may enter into foreign
currency contracts to hedge a specific security transaction,
to hedge a portfolio position or to adjust the Portfolio's
currency exposure. In addition, each Portfolio may invest in
futures contracts and swaps and may purchase securities on a
when-issued or delayed delivery basis. The Portfolio may
also purchase and write options to buy or sell futures
contracts.
Securities of non-U.S. issuers purchased by these
Portfolios may be purchased in foreign markets, on U.S.
registered exchanges, the over-the-counter market or in the
form of sponsored or unsponsored ADRs traded on registered
exchanges or NASDAQ or sponsored or unsponsored EDRs, CDRs
or GDRs. The Portfolios will typically invest in equity
securities listed on recognized foreign exchanges, but may
also invest in securities traded in over-the-counter
markets.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, each Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and other U.S. and
non-U.S. long- and short-term debt instruments which are
rated A or higher by S&P or Moody's at the time of purchase,
or are determined by the advisers to be of comparable
quality; may hold a portfolio of its assets in cash; and may
invest in securities of supranational entities which are
rated A or higher by S&P or Moody's at the time of purchase
or are determined by the advisers to be of comparable
quality.
The advisers' approach to selecting the equity securities
in which the European Equity Portfolio will invest is
fundamental and stock driven; portfolio managers and
analysts concentrate primarily on finding the best stock
ideas, premised on undervalued
12
<PAGE>
growth, that exist in the advisers' stock universe and which
satisfy their growth oriented screening process. After the
generation of stock ideas and the initial stage of portfolio
construction, country exposure and the industry
concentration of the Portfolio are reviewed to ensure proper
diversification.
The advisers' approach to selecting the equity securities
in which the Pacific Basin Equity Portfolio will invest is
to place great emphasis on a research driven process based
upon its belief that stock market returns reflect underlying
fundamentals. In managing a Pacific Basin portfolio, the
advisers view the region in two parts: Japan and all other
areas. In Japan, the dominant economy and stock market in
the region, there is a strong emphasis on stock selection
with small- to medium-sized companies playing an important
role during specific cycles of the Japanese economy. In
considering opportunities throughout the rest of the region,
the advisers aim to capitalize on the faster growth rates
occurring outside Japan and a rapidly expanding universe of
securities.
EMERGING In addition to its primary investments, described above, the
MARKETS EQUITY Portfolio may invest up to 35% of its total assets in debt
securities, including up to 5% of its total assets in debt
securities rated below investment grade. These debt
securities will include debt securities of emerging market
companies. Bonds rated below investment grade are often
referred to as "junk bonds." Such securities involve greater
risk of default or price declines than investment grade
securities.
The Portfolio may invest in certain debt securities
issued by the governments of emerging market countries that
are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs
sponsored by such governments.
The Portfolio may invest up to 10% of its total assets in
illiquid securities. The Portfolio's advisers believe that
carefully selected investments in joint ventures,
cooperatives, partnerships, private placements, unlisted
securities and other similar situations (collectively,
"special situations") could enhance the Portfolio's capital
appreciation potential. Investments in special situations
may be illiquid, as determined by the Portfolio's advisers
based on criteria approved by the Board of Trustees. To the
extent these investments are deemed illiquid, the
Portfolio's investment in them will be consistent with its
10% restriction on investment in illiquid securities.
The Portfolio may invest up to 10% of its total assets in
shares of other investment companies.
The Portfolio may invest in futures contracts and
purchase securities on a when-issued or delayed delivery
basis. The Portfolio may also purchase and write options to
buy or sell futures contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 20% of its total assets in the equity
securities of companies constituting the Morgan Stanley
Capital International Europe,
13
<PAGE>
Australia, Far East Index (the "EAFE Index"). These
companies typically have larger average market
capitalizations than the emerging market companies in which
the Portfolio generally invests.
The Emerging Markets Equity Portfolio uses a proprietary,
quantitative asset allocation model created by its sub-
adviser. This model employs mean-variance optimization, a
process used in developed markets based on modern portfolio
theory and statistics. Mean-variance optimization helps
determine the percentage of assets to invest in each country
to maximize expected returns for a given risk level. The
Portfolio invests in those countries that the advisers
expect to have the highest risk/reward tradeoff when
incorporated into a total portfolio context. The advisers
attempt to construct a portfolio of emerging market
investments that approximates the risk level of an
internationally diversified portfolio of securities in
developed markets. This "top-down" country selection is
combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly
available information, and company visits.
The Fund's investments in emerging markets can be
considered speculative, and therefore may offer higher
potential for gains and losses than developed markets of the
world. With respect to any emerging country, there is the
greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government
regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies
of such countries or investments in such countries. The
economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade
barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or
negotiated by the countries with which they trade.
INTERNATIONAL The fixed income securities in which the International Fixed
FIXED INCOME Income Portfolio will invest are (i) fixed income securities
issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political
subdivisions; (ii) fixed income securities issued or
guaranteed by supranational entities; (iii) fixed income
securities issued by foreign corporations; (iv) convertible
bond securities; and (v) fixed income securities issued by
foreign banks or bank holding companies. All such
investments will be in high quality securities denominated
in various currencies, including the European Currency Unit.
High quality securities are rated in one of the highest four
rating categories by a nationally recognized statistical
rating agency ("NRSRO") or of comparable quality at the time
of purchase as determined by the advisers. Securities or
obligations rated in the fourth highest rating category may
have speculative characteristics.
Any remaining assets of the Portfolio will be invested in
any of the fixed income securities described above,
obligations issued or guaranteed as to principal and
interest by the United States Government, its agencies or
instrumentalities ("U.S. Government securities"), swaps,
options and futures. The Portfolio may also purchase and
write options to buy or sell futures contracts. The
Portfolio also may enter into forward currency
14
<PAGE>
contracts, purchase securities on a when-issued or delayed
delivery basis and engage in short selling. The Portfolio
may invest up to 10% of its total assets in illiquid
securities. Furthermore, although the Portfolio will
concentrate its investments in relatively developed
countries, the Portfolio may invest up to 5% of its assets
in similar securities or debt obligations that are
denominated in the currencies of developing countries and
that are of comparable quality to such securities and debt
obligations at the time of purchase as determined by the
advisers.
There are no restrictions on the average maturity of the
International Fixed Income Portfolio or the maturity of any
single instrument. Maturities may vary widely depending on
the advisers' assessment of interest rate trends and other
economic and market factors. In the event a security owned
by the Portfolio is downgraded below the rating categories
discussed above, the advisers will review the situation and
take appropriate action with regard to the security.
The International Fixed Income Portfolio is a non-
diversified investment company, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), which
means that more than 5% of its assets may be invested in one
or more issuers, although the advisers do not intend to
invest more than 5% of its assets in any single issuer with
the exception of securities which are issued or guaranteed
by a national government. Since a relatively high percentage
of assets of the Portfolio may be invested in the
obligations of a limited number of issuers, the value of
shares of the Portfolio may be more susceptible to any
single economic, political or regulatory occurrence than the
shares of a diversified investment company would be. The
Portfolio intends to satisfy the diversification
requirements necessary to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended
(the "Code"), by limiting its investments so that, at the
close of each quarter of the taxable year, (a) not more than
25% of the market value of the Portfolio's total assets is
invested in the securities (other than U.S. Government
securities) of a single issuer and (b) at least 50% of the
market value of the Portfolio's total assets is represented
by (i) cash and cash items, (ii) U.S. Government securities
and (iii) other securities limited in respect to any one
issuer to an amount not greater in value than 5% of the
market value of the Portfolio's total assets and to not more
than 10% of the outstanding voting securities of such
issuer.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 100% of its assets in U.S. dollar-denominated
fixed income securities or debt obligations and the
following domestic and foreign money market instruments:
government obligations, certificates of deposit, bankers'
acceptances, time deposits, commercial paper, short-term
corporate debt issues and repurchase agreements. The
Portfolio may hold a portion of its assets in cash for
liquidity purposes.
Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative
characteristics as well.
15
<PAGE>
For additional information regarding the permitted
investments of the Portfolios', see the "Description of
Permitted Investments and Risk Factors" in this Prospectus
and "Description of Permitted Investments" 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 Portfolios. Fundamental policies
cannot be changed with respect to the Trust or the Portfolio
without the consent of the holders of a majority of the
Trust's or that Portfolio's outstanding shares.
No Portfolio may:
1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies
or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of
such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer. This
restriction does not apply to the International Fixed
Income Portfolio.
2. Purchase any securities which would cause more than 25%
of its total assets to be invested in the securities of
one or more issuers conducting their principal business
activities in the same industry, provided that this
limitation does not apply to investments in securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities.
3. Borrow money in an amount exceeding 33 1/3% of the value
of its total assets, provided that, for purposes of this
limitation, investment strategies which either obligate a
Portfolio to purchase securities or require a Portfolio
to segregate assets are not considered to be borrowings.
To the extent that its borrowings exceed 5% of its
assets, (i) all borrowings will be repaid before making
additional investments and any interest paid on such
borrowings will reduce income, and (ii) asset coverage of
at least 300% is required.
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 ("SFM"), provides the
Trust with overall management services, regulatory
reporting, all necessary office space, equipment,
16
<PAGE>
personnel, and facilities, and acts as dividend disbursing
agent and shareholder servicing agent.
For its management services, SFM is entitled to a fee
which is calculated daily and paid monthly at an annual rate
of .45% of the average daily net assets of the Core
International Equity Portfolio, .80% of the average daily net
assets of the European Equity and Pacific Basin Equity
Portfolios, .65% of the average daily net assets of the
Emerging Markets Equity Portfolio and .60% of the average
daily net assets of the International Fixed Income Portfolio.
SFM has voluntarily agreed to waive all or a portion of its
fees and, if necessary, reimburse other operating expenses in
order to limit the total operating expenses of each
Portfolio. SFM reserves the right to terminate these
voluntary fee waivers and expense reimbursement at any time
in its sole discretion. Absent SFM's fee waiver and expense
reimbursement, the management and advisory fee for each
Portfolio would be higher than that paid by most mutual
funds.
For the fiscal year ended February 28, 1995, the Portfolio
paid the Manager fees (shown here as a percentage of average
daily net assets after fee waivers) as follows: Core
International Equity--.56%.
In addition, the Trust and Supervised Service Company (the
"Transfer Agent") have entered into a transfer agent
agreement with respect to the Class D shares.
THE ADVISER ____________________________________________________________________
Under an advisory agreement with the Trust (the "Advisory
Agreement"), SFM acts as the investment adviser for each
Portfolio. Under the Advisory Agreement, SFM has general
oversight responsibility for the investment advisory services
provided to the Portfolios, including formulating the
Portfolios' investment policies and analyzing economic trends
affecting the Portfolios. In addition, SFM is responsible for
managing the allocation of assets among the Portfolio's sub-
advisers and directing and evaluating the investment services
provided by the sub-advisers, including their adherence to
each Portfolio's respective investment objective and
policies and each Portfolio's investment performance. In
accordance with each Portfolio's investment objective and
policies, and under the supervision of the adviser and the
Trust's Board of Trustees, each sub-adviser is responsible for
the day-to-day investment management of all or a discrete
portion of the assets of a Portfolio. SFM and the sub-advisers
are authorized to make investment decisions for the Portfolios
and place orders on behalf of the Portfolios to effect the
investment decisions made.
...............................................................................
[SYMBOL
APPEARS INVESTMENT
HERE] ADVISER
A Portfolio's
investment ad-
viser manages
the investment
activities and
is responsible
for the perfor-
mance of the
Portfolio. The
adviser conducts
investment re-
search, executes
investment
strategies based
on an assessment
of economic and
market condi-
tions, and de-
termines which
securities to
buy, hold or
sell.
...............................................................................
17
<PAGE>
SFM is currently seeking an exemptive order from the
Securities and Exchange Commission (the "SEC") that would
permit SFM, with the approval of the Trust's Board of
Trustees, to retain sub-advisers for a Portfolio without
submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. If granted, exemptive relief would
permit the disclosure of only the aggregate amount payable
by SFM under all such sub-advisory agreements. A Portfolio
will notify shareholders in the event of any addition or
change in the identity of its sub-advisers. Until or unless
this exemptive order is granted, if one of the advisers is
terminated or departs from a Portfolio with multiple
advisers, the Portfolio will handle such termination or
departure in one of two ways. First, the Portfolio may
propose that a new adviser be appointed to manage that
portion of the Portfolio's assets managed by the departing
adviser. In this case, the Portfolio would be required to
submit to the vote of the Portfolio's shareholders the
approval of a investment advisory contract with the new
adviser. In the alternative, the Portfolio may decide to
allocate the departing adviser's assets among the remaining
advisers. This allocation would not require new investment
advisory contracts with the remaining advisers, and
consequently no shareholder approval would be necessary.
SEI FINANCIAL SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"),
MANAGEMENT a financial services company located in Wayne, Pennsylvania.
CORPORATION The principal business address of SFM is 680 East Swedesford
Road, Wayne, Pennsylvania 19087-1658. SEI was founded in
1968 and is a leading provider of investment solutions to
banks, institutional investors, investment advisers and
insurance companies. Affiliates of SFM have provided
consulting advise to institutional investors for more than
20 years, including advice regarding selection and
evaluation of investment advisers. SFM currently serves as
manager or administrator to more than 26 investment
companies, including more than 220 portfolios, which
investment companies have more than $48 billion in assets as
of March 31, 1995.
SFM is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of .475% of the Core
International Equity and European Equity Portfolios' average
daily net assets, .55% of the Pacific Basin Equity
Portfolio's average daily net assets, 1.05% of the Emerging
Markets Equity Portfolio's average daily net assets and .45%
of the International Fixed Income Portfolio's average daily
net assets.
THE SUB-ADVISERS __________________________________________________________
ACADIAN ASSET Acadian Asset Management, Inc. ("Acadian") act as an
MANAGEMENT, investment sub-adviser for the Core International Equity
INC. Portfolio pursuant to a sub-advisory agreement with SFM. In
accordance with the Portfolio's investment objectives and
policies and under the supervision of SFM and the Trust's
Board of Trustees, Acadian is responsible for the day-to-day
investment management of the portion of the Portfolio
assigned to it by the Board of Trustees and, with respect
thereto, places orders on behalf of the Portfolio to effect
the investment decisions made.
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<PAGE>
Acadian, a wholly-owned subsidiary of United Asset
Management Corporation, was founded in 1977 and manages
approximately $2 billion in assets invested globally.
Acadian's business address is 260 Franklin Street, Boston,
Massachusetts 02110. An investment committee has been
responsible for managing Portfolio assets allocated to
Acadian since its inception.
Acadian is entitled to a fee from SFM calculated on the
basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$150 million; .25% of the next $100 million of such assets;
.15% of the next $100 million of such assets; and .10% of
such assets in excess of $350 million. On November 7, 1994,
Brinson Partners, Inc., the Core International Portfolio's
investment adviser, was replaced by Acadian and WorldInvest
Limited on an interim basis. At a Special Shareholders
Meeting held on December 16, 1994, the Portfolio's
Shareholders approved SFM as the investment adviser and
Acadian and WorldInvest Limited as the investment sub-
advisers to the Portfolio, effective December 19, 1994.
WORLDINVEST WorldInvest Limited ("WorldInvest") acts as an investment
LIMITED sub-adviser for the Core International Equity Portfolio
pursuant to a sub-advisory agreement with SFM. In accordance
with the Portfolio's investment objectives and policies and
under the supervision of SFM and the Trust's Board of
Trustees. WorldInvest is responsible for the day-to-day
investment management of the portion of the Portfolio
assigned to it by the Board of Trustees and, with respect
thereto, places orders on behalf of the Portfolio to effect
the investment decisions made.
WorldInvest is a wholly-owned subsidiary of WorldInvest
Holdings Limited, an English corporation formed in 1977.
WorldInvest is an international investment manager with its
principal office at 56 Russell Square, London, England. The
firm has managed equity securities on a global basis since
1977. Total global assets under management as of February
28, 1995 were more than $5.7 billion, of which more than
$3.0 billion were invested in global equities. The Portfolio
assets allocated to WorldInvest have been managed by a team
of equity portfolio managers led by Mark Beale since the
Portfolio's inception. Mr. Beale is a Director and an Equity
Investment Manager for WorldInvest and has been with the
firm since 1982.
WorldInvest is entitled to a fee from SFM calculated on
the basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$300 million and .20% of such assets in excess of $300
million.
MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as
INVESTMENT the investment sub-adviser for the European Equity
SERVICES Portfolio. MG, a subsidiary of Morgan Grenfell Asset
LIMITED Management Limited, managed over $9.5 billion in assets as
of December 31, 1994. Morgan Grenfell Asset Management
Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a
German
19
<PAGE>
financial services conglomerate, managed over $48 billion in
assets as of December 31, 1994. MG has over 11 years
experience in managing international portfolios for North
American clients. Morgan Grenfell Asset Management employs
more than 15 European investment professionals. MG attempts
to exploit perceived inefficiencies present in the European
markets with original research and an emphasis on stock
selection. The principal address of MG is 20 Finsbury
Circus, London, England, EC2M INB.
Julian R. Johnston and Jeremy G. Lodwick have shared
primary responsibility for the European Equity Portfolio
since its inception. Mr. Johnston has 20 years experience in
European equity investment. Mr. Johnston joined MG in 1984
and is currently the head of the MG Continental European
investment team. He speaks French, German, Swedish and
Danish fluently. Mr. Lodwick has ten years experience in
European equity investment. He joined MG in 1986 and was a
UK equity research analyst before moving to New York where
he was a member of the client liaison and marketing team for
5 years. He returned to the London office in 1991 to manage
European equity portfolios.
MG is entitled to a fee, which is paid monthly by SFM, at
an annual rate of .325% of the European Equity Portfolio's
average daily net assets.
SCHRODER Schroder Capital Management International Limited ("SC")
CAPITAL acts as the investment sub-adviser for the Pacific Basin
MANAGEMENT Equity Portfolio. SC was founded in January 1989 and is a
INTERNATIONAL wholly-owned indirect subsidiary of Schroders plc, the
LIMITED holding company parent of an investment banking and
investment management group of companies (the "Schroder
Group"). The investment management operations of the
Schroder Group are located in 17 countries worldwide,
including seven in Asia. As of March 1, 1995, the Schroder
Group had over $80 billion in assets under management. As of
that date, SC had over $13 billion in assets under
management.
The Schroder Group has research resources throughout the
Asian region, consisting of offices in Tokyo, Hong Kong,
Singapore, Kuala Lumpur, Seoul, Taipei and Jakarta, staffed
by 38 investment professionals. SC's investment process
emphasizes individual stock selection and company research
conducted by professionals at each local office which is
integrated into SC's global research network by the manager
of research in London. The principal address of SC is 33
Gutter Lane, London EC2V 8AS, England.
John S. Ager, a Senior Vice President and Director of SC
and John Stainsby, First Vice President of SC, both serve as
principal portfolio managers for the Pacific Basin Equity
Portfolio since its inception. Mr. Ager has over 20 years of
experience in managing client accounts invested in Asian
countries. Mr. Stainsby has over 10 years experience of
managing Asian investments.
SC is entitled to a fee, which is paid monthly by SFM, at
an annual rate of .40% of the first $100 million in average
daily net assets of the Pacific Basin Equity Portfolio, .30%
of the next $50 million in assets, and .20% of assets in
excess of $150 million.
20
<PAGE>
MONTGOMERY Montgomery Asset Management, L.P. ("MAM") acts as the
ASSET investment sub-adviser for the Emerging Markets Equity
MANAGEMENT, Portfolio. In accordance with the Portfolio's investment
L.P. objective and policies and under the supervision of SFM and
the Trust's Board of Trustees, MAM is responsible for the
day-to-day investment management of the Portfolio and places
orders on behalf of the Portfolio to effect the investment
decisions made.
MAM is an independent affiliate of Montgomery Securities,
a San Francisco based investment banking firm. As of March
31, 1995, MAM had approximately $4.5 billion in assets under
management. MAM has over four years experience providing
investment management services. The principal address of MAM
is 600 Montgomery Street, San Francisco, CA 94111.
Josephine S. Jimenez and Bryan L. Sudweeks share primary
responsibility for the Emerging Markets Equity Portfolio.
Ms. Jimenez and Mr. Sudweeks have thirteen and six years
experience, respectively, in emerging markets investment.
Both joined MAM in 1991.
MAM is entitled to a fee, which is paid monthly by SFM,
at an annual rate of .90% of the market value of investments
under management by MAM up to and including $50 million and
.55% of the market value of investments under management by
MAM in excess of $50 million.
STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment
INCOME L.P. sub-adviser for the International Fixed Income Portfolio.
SFI is a limited partnership formed in 1991 under the laws
of the State of Delaware, to manage multi-currency fixed
income portfolios. The general partner of the firm is
Kenneth Windheim and the limited partner is Strategic
Investment Management ("SIM"). As of March 1, 1995, SFI
manages $4 billion of client assets under management.
Together, SFI and SIM managed over $15 billion in client
assets as of that date. The principal address of SFI is 1001
Nineteenth Street North, 16th Floor, Arlington, Virginia
22209.
Kenneth Windheim, President of SFI is the portfolio
manager of the Portfolio since its inception in 1991. Mr.
Windheim is assisted by Gregory Barnett, Director of SFI and
portfolio manager of the Portfolio since April 1994. Prior
to forming SFI, Kenneth Windheim managed a global fixed
income portfolio at Prudential Asset Management. Prior to
joining SFI, Gregory Barnett was portfolio manager for the
Pilgrim Multi-Market Income Fund with active use of foreign
exchange option strategies. Prior to that he was vice
president and senior fixed income portfolio manager at
Lexington Management.
SFI is entitled to a fee, which is paid monthly by SFM,
at an annual rate of .30% of the average daily net assets of
the International Fixed Income Portfolio.
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<PAGE>
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a wholly
owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each class of the
Portfolios has a separate distribution plan (the "Class A
Plan" and "Class D Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Trust intends to
operate the Plans in accordance with their terms and with
the NASD Rules concerning sales charges.
The Distribution Agreement and the Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget, and the Class D Plan provides for additional
payments for distribution and shareholder services, as
described below. The budget must be approved and monitored
by the Board of Trustees, including those Trustees who are
not interested persons and have no financial interest in the
Plans or any related agreement ("Qualified Trustees").
Distribution related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities laws registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently, the budget for each
Portfolio is set at an annual rate of .15% of its average
daily net assets.
The Class D Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor at an annual rate of .30% of the
Portfolio's average daily net assets attributable to Class D
shares. This additional payment may be used to compensate
financial institutions that provide distribution-related
services to their customers. These additional payments are
characterized as "compensation," and are not directly tied
to expenses incurred by the Distributor; the payments the
Distributor receives during any year may therefore be higher
or lower than its actual expenses.
These additional payments may be used to compensate the
Distributor for its services in connection with distribution
assistance or 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 and the Distributor's affiliates and subsidiaries
for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of
shareholder services. If the Distributor's expenses are less
than its fees under the Class D Plan, the Trust will still
pay the full fee and the Distributor will realize a profit,
but the Trust will not be obligated to pay in excess of the
full fee, even if the Distributor's actual expenses are
higher. Currently the Distributor is taking this additional
compensation payment under
22
<PAGE>
the Class D Plan at a rate of only .25% of each Portfolio's
average daily net assets, on an annualized basis,
attributable to Class D 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 also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
In addition, the Distributor may, from time to time in
its sole discretion, institute one or more promotional
incentive programs, which will be paid 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 Portfolios. Such promotional incentives will be
offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolios sold by the dealer.
PERFORMANCE ____________________________________________________________________
From time to time, a Portfolio may advertise yield and total
return. These figures are based on historical earnings and
is not intended to indicate future performance. No
representation can be made concerning actual yield or future
returns. The yield of a Portfolio refers to the income
generated by a hypothetical investment, net of any sales
charge imposed in the case of some Class D shares, in such
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 a Portfolio refers to
the average compounded rate of return on a hypothetical
investment for designated time periods (including, but not
limited to, the period from which the Portfolio commenced
operations through the specified date), 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 performance of the Class D shares of each Portfolio
will normally be lower than that of Class A shares of the
Portfolio because of the additional distribution expenses,
transfer agent expenses and sales charges (when applicable)
charged to Class D shares.
A Portfolio may periodically compare its performance to
that of other mutual funds tracked by mutual fund rating
services (such as Lipper Analytical), or by financial and
business publications and periodicals, broad groups of
comparable mutual 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. A Portfolio may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A 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. A Portfolio may also
23
<PAGE>
................................................................................
[SYMBOL
APPEARS TAXES
HERE]
You must pay
taxes on your
Portfolio's
earnings,
whether you take
your payments in
cash or addi-
tional shares.
................................................................................
................................................................................
[SYMBOL
APPEARS DISTRIBUTIONS
HERE]
A Portfolio dis-
tributes income
dividends and
capital gains.
Income dividends
represent the
earnings from
the Portfolio's
investments;
capital gains
distributions
occur when in-
vestments in the
Portfolio are
sold for more
than the origi-
nal purchase
price.
................................................................................
quote financial and business publications and periodicals as
they relate to fund management, investment philosophy and
investment techniques.
A 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.
Additional performance information is set forth in the
1995 Annual Report to Shareholders and is available upon
request and without charge by calling 1-800-437-6016.
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 tax treatment of the Portfolios
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 a 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 Each Portfolio is treated as
the Portfolios a separate entity for
federal income tax purposes
and is not combined with the
Trust's other portfolios.
The Portfolios intend to
continue to qualify for the
special tax treatment
afforded regulated
investment companies
("RICs") under Subchapter M
of the Internal Revenue Code
of 1986, as amended (the
"Code"), so as to be
relieved of federal income
tax on net
investment 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 Each Portfolio will
Distributions distribute substantially all
of its net investment income
(including net short-term
capital gains) and net
capital gain to
shareholders. Dividends from
a Portfolio's net investment
income will be taxable to
its shareholders as ordinary
income, whether received in
cash or in additional
shares, to the extent of the
Portfolio's earnings and
profits and do not qualify
for the corporate dividends-
received deduction.
Distributions of net capital
gains are taxable to
shareholders as long-term
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<PAGE>
capital gains regardless of how long the shareholders have
held shares. Each Portfolio will make annual reports to
shareholders of the federal income tax status of all
distributions. Each Portfolio intends to make sufficient
distributions to avoid liability for federal excise tax.
Dividends declared by a 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 that year if paid by the Portfolio at any time during the
following January.
Investment income received by the Portfolios 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 requirement of
the Code to pass through to the shareholders credit for
foreign income taxes paid. Although each Portfolio intends to
meet Code requirements to pass through credit for such taxes,
there can be no assurance that a Portfolio will be able to do
so.
Sale, exchange, or redemption of a Portfolio's shares is a
taxable transaction to the shareholder.
ADDITIONAL
INFORMATION ABOUT
DOING BUSINESS
WITH US ______________________________________________________________________
Business Days You may buy, sell or exchange shares on days on which the New
York Stock Exchange is open for business (a "Business Day").
All purchase, exchange and redemption requests received in
"good order" will be effective as of the Business Day received
by the Transfer Agent as long as the Transfer Agent receives
the order and, in the case of a purchase request, payment
before 4:00 p.m. Eastern time. Otherwise the purchase will be
effective when payment is received. Broker-dealers may have
separate arrangements with Class D shares of the
Portfolios.
................................................................................
[SYMBOL BUY, EXCHANGE AND
APPEARS SELL REQUESTS ARE IN
HERE] "GOOD ORDER" WHEN:
. The account
number and
portfolio name
are shown
. The amount of
the transac-
tion is speci-
fied in dol-
lars or shares
. Signatures of
all owners ap-
pear exactly
as they are
registered on
the account
. Any required
signature
guarantees (if
applicable)
are included
. Other support-
ing legal doc-
uments (as
necessary) are
present
...............................................................................
If an exchange request is for shares of a portfolio
whose net asset value is calculated as of a time earlier than
4:00 p.m. Eastern time, the exchange request will not be
effective until the next Business Day. Anyone who wishes to
make an exchange must have received a current prospectus of
the portfolio into which the exchange is being made before the
exchange will be effected.
25
<PAGE>
Minimum The minimum initial investment in a Portfolio's Class D
Investments shares is $1,000; however, the minimum investment may be
waived at the Distributor's discretion. All subsequent
purchases must be at least $100 ($25 for payroll deductions
authorized pursuant to pre-approved payroll deduction
plans). 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 its shareholders to accept
such order.
Maintaining a Due to the relatively high cost of handling small
Minimum Account investments, a Portfolio reserves the right to redeem, at
Balance net asset value, the shares of any shareholder if, because
of redemptions of shares by or on behalf of the shareholder,
the account of such shareholder in a Portfolio has a value
of less than $1,000, the minimum initial purchase amount.
Accordingly, an investor purchasing shares of a Portfolio in
only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any
of these shares. Before a Portfolio exercises its right to
redeem such shares and to send the proceeds to the
shareholder, the shareholder will be given notice that the
value of the shares in his or her account is less than the
minimum amount and will be allowed 60 days to make an
additional investment in a Portfolio in an amount that will
increase the value of the account to at least $1,000. See
"Purchase and Redemption of Shares" in the Statement of
Additional Information for examples of when the right of
redemption may be suspended.
At various times, a Portfolio may be requested to redeem
shares for which it has not yet received good payment. In
such circumstances, redemption proceeds will be forwarded
upon collection of payment for the shares; collection of
payment may take 10 or more days. Each Portfolio intends to
pay cash for all shares redeemed, but under abnormal
conditions that make payment in cash unwise, payment may be
made wholly or partly in portfolio securities with a market
value equal to the redemption price. In such cases, an
investor may incur brokerage costs in converting such
securities to cash.
Net Asset Value An order to buy shares will be executed at a per share price
equal to the net asset value next determined after the
receipt of the purchase order by the Transfer Agent plus any
applicable sales charge (the "offering price"). No
certificates representing shares will be issued. An order to
sell shares will be executed at the net asset value per
share next determined after receipt and effectiveness of a
request for redemption in good order. 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. Payment to shareholders for shares
redeemed will be made within 7 days after receipt by the
Transfer Agent of the redemption order.
How the Net The net asset value per share of a Portfolio is determined
Asset Value is by dividing the total market value of its investments and
Determined other assets, less any liabilities, by the total number of
outstanding shares of that Portfolio. A Portfolio may use a
pricing service to obtain the last sale price of each equity
or fixed income security held by that Portfolio. In
addition, portfolio securities are valued at the last quoted
sales price for such securities, or, if there is no such
reported sales price on the valuation date, at the most
recent quoted bid price.
26
<PAGE>
Unlisted securities for which market quotations are readily
available are valued at the most recent quoted bid price.
Net asset value per share is determined daily as of 4:00
p.m. Eastern time on each Business Day. Purchases will be
made in full and fractional shares of a Portfolio calculated
to three decimal places. Although the methodology and
procedures for determining net asset value per share are
identical for both classes of a Portfolio, the net asset
value per share of one class may differ from that of another
class because of the different distribution fees charged to
each class and the incremental transfer agent fees charged
to Class D shares.
Rights of In calculating the sales charge rates applicable to current
Accumulation purchases of a Portfolio's shares, a "single purchaser"
(defined below) is entitled to combine current purchases
with the current market value of previously purchased shares
of a Portfolio and Class D shares of other portfolios
("Eligible Portfolios") which are sold subject to a
comparable sales charge.
The term "single purchaser" refers to (i) an individual,
(ii) an individual and spouse purchasing shares of a
Portfolio for their own account or for trust or custodial
accounts of their minor children, or (iii) a fiduciary
purchasing for any one trust, estate or fiduciary account,
including employee benefit plans created under Sections 401
or 457 of the Code, including related plans of the same
employer. Furthermore, under this provision, purchases by a
single purchaser shall include purchases by an individual
for his/her own account in combination with (i) purchases of
that individual and spouse for their joint accounts or for
trust and custodial accounts for their minor children and
(ii) purchases of that individual's spouse for his/her own
account. To be entitled to a reduced sales charge based upon
shares already owned, the investor must ask the Transfer
Agent for such reduction at the time of purchase and provide
the account number(s) of the investor, the investor and
spouse, and their children (under age 21). A Portfolio may
amend or terminate this right of accumulation at any time as
to subsequent purchases.
Letter of By submitting a Letter of Intent (the "Letter") to the
Intent Transfer Agent, a single purchaser may purchase shares of a
Portfolio and the other Eligible Portfolios during a 13-
month period at the reduced sales charge rates applying to
the aggregate amount of the intended purchases stated in the
Letter. The Letter may apply to purchases made up to 90 days
before the date of the Letter. It is the shareholder's
responsibility to notify the Transfer Agent at the time the
Letter is submitted that there are prior purchases that may
apply.
Five percent (5%) of the total amount intended to be
purchased will be held in escrow by the Transfer Agent until
such purchase is completed within the 13-month period. The
13-month period begins on the date of the earliest purchase.
If the intended investment is not completed, SFM will
surrender an appropriate number of the escrowed shares for
redemption in order to realize the difference between the
sales charge on the shares purchased at the reduced rate and
the sales charge otherwise applicable to the total shares
purchased. Such purchasers may include the value of all
their shares of the Portfolio and of any of the other
Eligible Portfolios in the Trust towards the completion of
such Letter.
27
<PAGE>
Sales Charge No sales charge is imposed on shares of a Portfolio: (i)
Waivers issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Trust is a
party; (ii) sold to dealers or brokers that have a sales
agreement with the Distributor ("participating broker-
dealers"), for their own account or for retirement plans for
employees or sold to present employees of dealers or brokers
that certify to the Distributor at the time of purchase that
such purchase is for their own account; (iii) sold to
present employees of SEI or one of its affiliates, or of any
entity which is a current service provider to the Trust;
(iv) sold to tax-exempt organizations enumerated in Section
501(c) of the Code or qualified employee benefit plans
created under Sections 401, 403(b)(7) or 457 of the Code
(but not IRAs or SEPs); (v) sold to fee-based clients of
banks, financial planners and investment advisers; (vi) sold
to clients of trust companies and bank trust departments;
(vii) sold to trustees and officers of the Trust; (viii)
purchased with proceeds from the recent redemption of
another class of shares of a portfolio of the Trust, SEI
Tax-Exempt Trust, SEI Institutional Managed Trust, SEI
Liquid Asset Trust, or SEI Daily Income Trust; (ix)
purchased with the proceeds from the recent redemption of
shares of a mutual fund with similar investment objectives
and policies (other than Class D shares of the Trust listed
in (viii) above) for which a front-end sales charge was paid
(this offer will be extended, to cover shares on which a
deferred sales charge was paid, if permitted under
regulatory authorities' interpretation of applicable law);
or (x) sold to participants or members of certain affinity
groups, such as trade associations or membership
organizations, which have entered into arrangements with the
Distributor.
An investor relying upon any of the categories of waivers
of the sales charge must qualify such waiver in advance of
the purchase with the Distributor or the financial
institution or intermediary through which shares are
purchased by the investor.
The waiver of the sales charge under circumstances (viii)
and (ix) above applies only if the following conditions are
met: the purchase must be made within 60 days of the
redemption; the Transfer Agent must be notified in writing
by the investor, or his or her agent, at the time a purchase
is made; and a copy of the investor's account statement
showing such redemption must accompany such notice. The
waiver policy with respect to the purchase of shares through
the use of proceeds from a recent redemption as described in
clauses (viii) and (ix) above will not be continued
indefinitely and may be discontinued at any time without
notice. Investors should call the Distributor at 1-800-437-
6016 to confirm availability prior to initiating the
procedures described in clauses (viii) and (ix) above.
Members of affinity groups such as trade associations or
membership organizations which have entered into
arrangements relating to waivers of sales charges with the
Distributor should contact the Distributor at 1-800-437-6016
for more information.
The Distributor has also entered into arrangements with
certain affinity groups and broker dealers wherein their
members or clients are entitled to percentage-based
discounts from the otherwise applicable sales charge for
purchase of Class D shares. Currently, the
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percentage-based discount equals 50%. Please contact the
Distributor at 1-800-437-6016 for more information.
Signature The Transfer Agent may require that the signatures on the
Guarantees written request be guaranteed. You should be able to obtain
a signature guarantee from a bank, broker, dealer, certain
credit unions, securities exchange or association, clearing
agency or savings association. Notaries public cannot
guarantee signatures. The signature guarantee requirement
will be waived if all of the following conditions apply: (1)
the redemption is for not more than $5,000 worth of shares,
(2) the redemption check is payable to the shareholder(s) of
record, and (3) the redemption check is mailed to the
shareholder(s) at his or her address of record. The Trust
and the Transfer Agent reserve the right to amend these
requirements without notice.
Telephone/Wire Redemption orders may be placed by telephone. Neither the
Instructions Trust nor the 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. The Trust or
the Trust's Transfer Agent may be liable for losses
resulting from fraudulent or unauthorized instructions if it
does not employ these procedures. If market conditions are
extraordinarily active, or other extraordinary circumstances
exist, and you experience difficulties placing redemption
orders by telephone, you may wish to consider placing your
order by other means.
Systematic Please note that if withdrawals exceed income dividends,
Withdrawal Plan your invested principal in the account will be depleted.
("SWP") Thus, depending upon the frequency and amounts of the
withdrawal payments and/or any fluctuations in the net asset
value per share, your original investment could be exhausted
entirely. To participate in the SWP, you must have your
dividends automatically reinvested. You may change or cancel
the SWP at any time, upon written notice to the Transfer
Agent.
How to Close An account may be closed by providing written notice to the
your Account Transfer Agent. You may also close your account by telephone
if you have previously elected telephone options on your
account application.
GENERAL INFORMATION ____________________________________________________________
The Trust SEI International Trust (the "Trust") was organized as a
Massachusetts business trust under a Declaration of Trust
dated June 30, 1988. The Declaration of Trust permits the
Trust to offer separate portfolios of shares and different
classes of each portfolio. Shareholders may purchase shares
in each Portfolio through two separate classes: Class A and
Class D, which provide for variation in distribution and
transfer agent costs, voting rights, dividends, and the
imposition of a sales charge on Class D Shares. This
Prospectus
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offers the Class D shares of the Trust's Core International
Equity Portfolio, European Equity Portfolio, Pacific Basin
Equity Portfolio, Emerging Markets Equity Portfolio and
International Fixed Income Portfolio. Additional information
pertaining to the Trust may be obtained by writing to SEI
Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087 or by calling 1-800-437-6016. All
consideration received by the Trust for shares of any
Portfolio and all assets of such portfolio belong to that
portfolio and would be subject to 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, including litigation and
other extraordinary expenses, brokerage costs, interest
charges, taxes and organization expenses.
Certain shareholders in one or more of the Portfolios may
obtain asset allocation services with respect to their
investments in such Portfolios. If a sufficient amount of a
Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise be
anticipated as a result of redemptions and purchases of
Portfolio shares pursuant to such services.
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. Each portfolio of the Trust will vote separately on
matters relating solely to that portfolio. Each class will
vote separately on matters pertaining to its distribution
plan. As a Massachusetts business trust, the Trust is not
required to hold annual meetings of shareholders but
approval will be sought for certain changes in the operation
of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be removed by the
remaining Trustees or by shareholders at a special meeting
called upon written request of shareholders owning at least
10% of the outstanding shares of the Trust. In the event
that such a meeting is requested the Trust will provide
appropriate assistance and information to the shareholders
requesting the meeting.
Reporting The Trust issues unaudited financial information
semiannually and audited financial statements annually. The
Trust furnishes proxy statements and other reports to
shareholders of record.
Shareholder Shareholder inquires should be directed to Supervised
Inquiries Service Company, P.O. Box 419240, Kansas City, MO 64141-
6240.
Dividends Substantially all of the net investment income (exclusive of
capital gains) of the Portfolio is periodically declared and
paid as a dividend. Currently, capital gains, if any, are
distributed at least annually.
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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 SFM at least 15 days prior to the
distribution.
Dividends and capital gains of each 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 dividend or capital gains
distributions, a shareholder will pay the full price for the
shares and receive some portion of the price back as a
taxable dividend or distribution.
The dividends on Class D shares will normally be lower
than on Class A shares of a Portfolio because of the
additional distribution and transfer agent expenses charged
to ProVantage Funds shares.
Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust.
Independent Price Waterhouse LLP serves as the independent public
Accountants accountants of the Trust.
Custodian and State Street Bank and Trust Company, 225 Franklin Street,
Wire Agent Boston, MA 02110 (a "Custodian"), acts as Custodian for the
assets of Core International Equity and Emerging Markets
Equity Portfolios. The Chase Manhattan Bank, N.A., Chase
MetroTech Center, Brooklyn, NY 11245 (a "Custodian" and
together, the "Custodians"), acts as Custodian for the
assets of the European Equity, Pacific Basin Equity and
International Fixed Income Portfolios. The Custodian holds
cash, securities and other assets of the Trust as required
by 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.
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:
American ADRs are securities, typically issued by a U.S. financial
Depositary institution (a "depositary"), that evidence ownership
Receipts interests in a security or a pool of securities issued by a
("ADRs"), foreign issuer and deposited with the depositary. ADRs
Continental include American Depositary Shares and New York Shares.
Depositary EDRs, which are sometimes referred to as Continental
Receipts Depositary Receipts ("CDRs"), are securities, typically
("CDRs"), issued by a non-U.S. financial institution, that evidence
European ownership interests in a security or a pool of securities
Depositary issued by either a U.S. or foreign issuer. GDRs are issued
Receipts globally and evidence similar ownership management.
("EDRs") and Generally, ADRs are designed for trading in the U.S.
Global securities market, EDRs are designed for trading in European
Depositary securities markets and GDRs are designed for trading in non-
Receipts U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be
("GDRs") available for investment through
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"sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the
security underlying the receipt and a depositary, whereas an
unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's
underlying security. Holders of an unsponsored depositary
receipt generally bear all the costs of the unsponsored
facility. The depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited
security or to pass through to the holders of the receipts
voting rights with respect to the deposited securities.
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are issued by corporations to finance the
shipment and storage of goods. 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 with penalties
for early withdrawal will be considered illiquid.
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, generally from a few to 270 days.
Convertible Convertible securities are corporate securities that are
Securities exchangeable for a set number of another security at a
prestated price. Convertible securities typically have
characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market
value of a convertible security tends to move with the
market value of the underlying stock. The value of a
convertible security is also affected by prevailing interest
rates, the credit quality of the issuer, and any call
provisions.
Equity Equity securities represent ownership interests in a company
Securities or corporation and consist of common stock, preferred stock,
warrants and rights to subscribe to common stock and in
general, any security that is convertible into or
exchangeable for common stock. Investments in common stocks
are subject to market risks which may cause their prices to
fluctuate over time. The value of convertible securities is
also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions. Changes in
the value of fund securities will not necessarily affect
cash income derived from these securities but will affect a
Portfolio's net asset value.
Fixed Income Fixed income securities are debt obligations issued by
Securities corporations, municipalities and other borrowers. The market
value of fixed income investments will generally change in
response to interest rate changes and other factors. During
periods of falling interest rates, the values of outstanding
fixed income securities generally rise. Conversely, during
periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities
with longer maturities tend to produce higher yields, the
prices of longer maturity securities are also subject to
greater market fluctuations as a result of changes in
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interest rates. Changes by recognized agencies in the rating
of any fixed income security and in the ability of an issuer
to make payments of interest and principal will also affect
the value of these investments. Changes in the value of
portfolio securities will not affect cash income derived
from these securities but will affect a Portfolio's net
asset value.
Forward A forward contract involves an obligation to purchase or
Currency sell a specific currency amount at a future date, agreed
Contracts upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.
At the maturity of a forward contract, the Portfolio may
either sell a portfolio security and make delivery of the
foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the same
maturity date, the same amount of the foreign currency. The
Portfolio may realize a gain or loss from currency
transactions.
Futures Futures contracts provide for the future sale by one party
Contracts and and purchase by another party of a specified amount of a
Options on specific security at a specified future time and at a
Futures specified price. An option on a futures contract gives the
Contracts purchaser the right, in exchange for a premium, to assume a
position in a futures contract at a specified exercise price
during the term of the option. A Portfolio may use futures
contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held
or expected to be acquired or be disposed of, to minimize
fluctuations in foreign currencies, or to gain exposure to a
particular market or instrument. A Portfolio will minimize
the risk that it will be unable to close out a futures
contract by only entering into futures contracts which are
traded on national futures exchanges.
Stock index futures are futures contracts for various
stock indices that are traded on registered securities
exchanges. A stock index futures contract obligates the
seller to deliver (and the purchaser to take) an amount of
cash equal to a specific dollar amount times the difference
between the value of a specific stock index at the close of
the last trading day of the contract and the price at which
the agreement is made.
There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets
and movements in interest rates, (2) there may be an
imperfect or no correlation between the changes in market
value of the securities held by the Portfolio and the prices
of futures and options on futures, (3) there may not be a
liquid secondary market for a futures contract or option,
(4) trading restrictions or limitations may be imposed by an
exchange, and (5) government regulations may restrict
trading in futures contracts and futures options.
A Portfolio may enter into futures contracts and options
on futures contracts traded on an exchange regulated by the
Commodities Futures Trading Commission
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("CFTC"), as long as, to the extent that such transactions
are not for "bona fide hedging purposes," the aggregate
initial margin and premiums on such positions (excluding the
amount by which such options are in the money) do not exceed
5% of a Portfolio's net assets. A Portfolio may buy and sell
futures contracts and related options to manage its exposure
to changing interest rates and securities prices. Some
strategies reduce a Portfolio's exposure to price
fluctuations, while others tend to increase its market
exposure. Futures and options on futures can be volatile
instruments and involve certain risks that could negatively
impact a Portfolio's return.
Illiquid Illiquid securities are securities that cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on the Portfolio's books. An
illiquid security includes a demand instrument with a demand
notice period exceeding seven days, when there is no
secondary market for such security and repurchase agreements
with durations over seven days in length.
Investment Because of restrictions on direct investment by U.S.
Companies entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. A Portfolio
does not intend to invest in other investment companies
unless, in the judgment of its advisers, the potential
benefits of such investments exceed the associated costs
relative to the benefits and costs associated with direct
investments in the underlying securities.
Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities, and are
subject to limitations under the 1940 Act. As a shareholder
in an investment company, a Portfolio would bear its ratable
share of that investment company's expenses, including its
advisory and administration fees. A Portfolio may also incur
tax liability to the extent it invests in the stock of a
foreign issuer that constitutes a "passive foreign
investment company."
Obligations Supranational entities are entities established through the
of Supranational joint participation of several governments and include the
Entities Asian Development Bank, the Inter-American Development Bank,
International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic
Community, European Investment Bank and the Nordic
Investment Bank.
Options A put option gives the purchaser of the option the right to
sell, and the writer of the option the obligation to buy,
the underlying security at any time during the option
period. A call option gives the purchaser of the option the
right to buy, and the writer of the option the obligation to
sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration
for undertaking the obligations under the option contract.
The initial purchase (sale) of an option contract is an
"opening transaction." In order to close out an option
position, a Portfolio may enter into a "closing
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^
transaction," which is simply the sale (purchase) of an
option contract on the same security with the same exercise
price and expiration date as the option contract originally
opened.
A Portfolio may purchase put and call options to protect
against a decline in the market value of the securities in
its portfolio or to anticipate an increase in the market
value of securities that the Portfolio may seek to purchase
in the future. A Portfolio purchasing put and call options
pays a premium therefor. If price movements in the
underlying securities are such that exercise of the options
would not be profitable for the Portfolio, loss of the
premium paid may be offset by an increase in the value of
the Portfolio's securities or by a decrease in the cost of
acquisition of securities by the Portfolio.
A Portfolio may write covered call options as a means of
increasing the yield on its fund and as a means of providing
limited protection against decreases in its market value.
When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make
the exercise of the option profitable to the holder thereof,
the option generally will expire without being exercised and
the Portfolio will realized as profit the premium received
for such option. When a call option of which a Portfolio is
the writer is exercised, the Portfolio will be required to
sell the underlying securities to the option holder at the
strike price, and will not participate in any increase in
the price of such securities above the strike price. When a
put option of which a Portfolio is the writer is exercised,
the Portfolio will be required to purchase the underlying
securities at the strike price, which may be in excess of
the market value of such securities.
A Portfolio may purchase and write options on an exchange
or over-the-counter. Over-the-counter options ("OTC
options") differ from exchange-traded options in several
respects. They are transacted directly with dealers and not
with a clearing corporation, and therefore entail the risk
of non-performance by the dealer. OTC options are available
for a greater variety of securities and for a wider range of
expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded
on an exchange, pricing is done normally by reference to
information from a market maker. It is the position of the
SEC that OTC options are generally illiquid.
A Portfolio may purchase and write put and call options
on foreign currencies (traded on U.S. and foreign exchanges
or over-the-counter markets) to manage its exposure to
exchange rates. Call options on foreign currency written by
a Portfolio will be "covered," which means that the
Portfolio will own an equal amount of the underlying foreign
currency. With respect to put options on foreign currency
written by a Portfolio, the Portfolio will establish a
segregated account with its custodian bank consisting of
cash or liquid, high grade debt securities in an amount
equal to the amount the Portfolio would be required to pay
upon exercise of the put.
A Portfolio may purchase and write put and call options
on indices and enter into related closing transactions. Put
and call options on indices are similar to options on
securities except that options on an index give the holder
the right to receive, upon
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exercise of the option, an amount of cash if the closing
level of the underlying index is greater than (or less than,
in the case of puts) the exercise price of the option. This
amount of cash is equal to the difference between the
closing price of the index and the exercise price of the
option, expressed in dollars multiplied by a specified
number. Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index
generally, rather than the price movements in individual
securities. A Portfolio may choose to terminate an option
position by entering into a closing transaction. The ability
of a Portfolio to enter into closing transactions depends
upon the existence of a liquid secondary market for such
transactions.
The Portfolio may engage in writing covered call options.
Under a call option, the purchaser has the right to purchase
and the writer (the Portfolio) the obligation to sell the
underlying security at the exercise price during the option
period. Options purchased by the Portfolio will be listed on
a national securities exchange. In order to close out an
option position, the Portfolio may enter into a "closing
purchase transaction," which involves the purchase of an
option on the same security at the same exercise price and
expiration date. If the Portfolio is unable to effect a
closing purchase transaction with respect to an option it
has written, it will not be able to sell the underlying
security until the option expires or the Portfolio delivers
the security upon exercise. Permissible options include
options on stock indices.
All options written on indices must be covered. When a
Portfolio writes an option on an index, it will establish a
segregated account containing cash or liquid high grade debt
securities with its Custodian in an amount at least equal to
the market value of the option and will maintain the account
while the option is open or will otherwise cover the
transaction.
Risk Factors: Risks associated with options transactions
include: (1) the success of a hedging strategy may depend on
an ability to predict movements in the prices of individual
securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation
between the movement in prices of options and the securities
underlying them; (3) there may not be a liquid secondary
market for options; and (4) while a Portfolio will receive a
premium when it writes covered call options, it may not
participate fully in a rise in the market value of the
underlying security.
Privatizations Privatizations are foreign government programs for selling
all or part of the interests in government owned or
controlled enterprises. The ability of a U.S. entity to
participate in privatizations in certain foreign countries
may be limited by local law, or the terms on which a
Portfolio may be permitted to participate may be less
advantageous than those applicable for local investors.
There can be no assurance that foreign governments will
continue to sell their interests in companies currently
owned or controlled by them or that privatization programs
will be successful.
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Repurchase Repurchase agreements are agreements by which a Portfolio
Agreements obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from the date of purchase. The Custodian or
its agent will hold the security as collateral for the
repurchase agreement. Collateral must be maintained at a
value at least equal to 102% of the purchase price. 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
securities or if the Portfolio realizes a loss on the sale
of the collateral securities. The advisers will enter into
repurchase agreements on behalf of a Portfolio only with
financial institutions deemed to present minimal risk of
bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the
Trustees. 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 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 Portfolio's investments
denominated in foreign currencies will depend on the
relative strengths of those currencies and the U.S. dollars,
and a Portfolio may be affected favorably or unfavorably by
changes in the exchange rates or exchange control
regulations between foreign currencies and the U.S. dollar.
Changes in foreign currency exchange rates also may affect
the value of dividends and interest earned, gains and losses
realized on the sale of securities and net investment income
and gains if any, to be distributed to shareholders by a
Portfolio. Furthermore, emerging market countries may have
less stable political environments than more developed
countries. Also it may be more difficult to obtain a
judgment in a court outside the United States.
Short Sales Selling securities short involves selling securities the
seller does not own (but has borrowed) in anticipation of a
decline in the market price of such securities. To deliver
the securities to the buyer, the seller must arrange through
a broker to borrow the securities and, in so doing, the
seller becomes obligated to replace the securities borrowed
at their market price at the time of replacement. On a short
sale, the proceeds the seller receives from the sale are
retained by a broker until the seller replaces the borrowed
securities. The Portfolio may have to pay a premium to
borrow the securities and must pay any dividends or interest
payable on the securities until they are replaced.
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A Portfolio may sell securities short against the box. A
short sale is "against the box" if at all times during which
the short position is open, the Portfolio owns at least an
equal amount of the securities or securities convertible
into, or exchangeable without further consideration for,
securities of the same issue as the securities that are sold
short.
A Portfolio may also maintain short positions in forward
currency exchange transactions, which involve the Fund's
agreement to exchange currency that it does not own at that
time of such agreement for another currency at a future date
and specified price in anticipation of a decline in the
value of the currency sold short relative to the currency
that the Portfolio has contracted to receive in the
exchange. To ensure that any short position of a Portfolio
is not used to achieve leverage, a Portfolio will establish
with its Custodian a segregated account consisting of cash,
or liquid, high grade debt securities equal to the
fluctuating market value of the currency as to which any
short position is being maintained.
Swaps, Caps, Interest rate swaps, mortgage swaps, currency swaps and
Floorsand other types of swap agreements such as caps, floors and
Collars collars are designed to permit the purchaser to preserve a
return or spread on a particular investment or portion of
its portfolio, and to protect against any increase in the
price of securities a Portfolio anticipates purchasing at a
later date. In a typical interest rate swap, one party
agrees to make regular payments equal to a floating interest
rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount, for a
specific period of time. If a swap agreement provides for
payment in different currencies, the parties might agree to
exchange the notional principal amount as well. Swaps may
also depend on other prices or rates, such as the value of
an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to
make payments only under specified circumstances, usually in
return for payment of a fee by the other party. For example,
the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the
extent that a specified interest rate falls below an agreed-
upon level. An interest rate collar combines elements of
buying a cap and selling a floor.
Swap agreements are sophisticated hedging instruments
that typically involve a small investment of cash relative
to the magnitude of risk assumed. As a result, swaps can be
highly volatile and have a considerable impact on a
Portfolio's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and
may decline in value if the counterparty's creditworthiness
deteriorates. A Portfolio may also suffer losses if it is
unable to terminate outstanding swap agreements or reduce
its exposure through offsetting transactions. Any obligation
a Portfolio may have under these types of arrangements will
be covered by setting aside liquid high grade securities in
a segregated account. A Portfolio will enter into swaps only
with counterparties believed to be creditworthy.
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Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Like a certificate of
deposit, a time deposit earns a specified rate of interest
over a definite period of time; however, it cannot be traded
in the secondary market. Time deposits with a withdrawal
penalty are considered to be illiquid securities.
U.S. Government Obligations issued or guaranteed by agencies of the U.S.
Agencies Government, including, among others, the Federal Farm Credit
Bank, the Federal Housing Administration and the Small
Business Administration and obligations issued or guaranteed
by instrumentalities of the U.S. Government, including,
among others, the 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), while 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 Sates 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
Portfolio's shares.
U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds
Obligations issued by the U.S. Treasury and separately traded interest
and principal component parts of such obligations that are
transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal
Securities ("STRIPS").
Variable and Certain obligations may carry variable or floating rates of
Floating Rate interest, may involve a conditional or unconditional demand
Instruments feature. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market
rates or indices. The interest rates on these securities may
be reset daily, weekly, quarterly or some other reset
period, and may have a floor or ceiling on interest rate
changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market
interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is
no secondary market for such security.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy equity or fixed income securities of
a company at a given price during a specified period.
When-Issued and 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. A Portfolio will maintain with its
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
a
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^
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
a Portfolio generally purchases securities on a when-issued
or forward commitment basis with the intention of actually
acquiring securities, a 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.
40
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SEI INTERNATIONAL TRUST
Manager and Shareholder Servicing Agent:
SEI Financial Management Corporation
Distributor:
SEI Financial Services Company
Investment Adviser:
SEI Financial Management Corporation
Investment Sub-Advisers:
Acadian Asset Management, Inc.
Montgomery Asset Management, L.P.
Morgan Grenfell Investment Services Limited
Schroder Capital Management International Limited
Strategic Fixed Income L.P.
WorldInvest Limited
This Statement of Additional Information is not a Prospectus. It is intended to
provide additional information regarding the activities and operations of SEI
International Trust (the "Trust") and should be read in conjunction with the
Trust's Prospectuses dated June 28, 1995. Prospectuses may be obtained through
SEI Financial Services Company, 680 East Swedesford Road, Wayne, PA
19087-1658.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
The Trust...................................................... S-2
Description of Permitted Investments........................... S-2
Description of Ratings......................................... S-4
Investment Limitations......................................... S-8
Non-Fundamental Policies....................................... S-8
Additional Restrictions........................................ S-9
The Manager and Shareholder Servicing Agent.................... S-9
The Advisers and Sub-Advisers.................................. S-10
Distribution................................................... S-11
Trustees and Officers of the Trust............................. S-13
Performance.................................................... S-15
Purchase and Redemption of Shares.............................. S-16
Shareholder Services (Class D shares).......................... S-17
Taxes.......................................................... S-19
Portfolio Transactions......................................... S-20
Description of Shares.......................................... S-23
Limitation of Trustees' Liability.............................. S-23
Voting......................................................... S-23
Shareholder Liability.......................................... S-23
Control Persons and Principal Holders of Securities............ S-24
Experts........................................................ S-24
Financial Statements........................................... S-24
</TABLE>
June 28, 1995
- - -
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THE TRUST
SEI International Trust (the "Trust") is an open-end management investment
company established under Massachusetts law as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988 and which has diversified and
non-diversified portfolios. The Declaration of Trust permits the Trust to offer
separate series ("portfolios") of units of beneficial interest ("shares") and
separate classes of portfolios. Except for differences between a Portfolio's
Class A shares and Class D shares pertaining to distribution plans, voting
rights, dividends and transfer agent expenses, each share of each portfolio
represents an equal proportionate interest in that portfolio with each other
share of that portfolio.
This Statement of Additional Information relates to the following portfolios:
Core International Equity, European Equity, Pacific Basin Equity, Emerging
Markets Equity and International Fixed Income Portfolios (the "Portfolios" and
each of these, a "Portfolio"), and any different classes of the Portfolios.
DESCRIPTION OF PERMITTED INVESTMENTS
Bank Obligations of United States commercial banks or savings and loan
institutions which the Portfolios may buy include certificates of deposit, time
deposits and bankers' acceptances. A time deposit is an account containing a
currency balance pledged to remain at a particular bank for a specified period
in return for payment of interest. A bankers' acceptance is a bill of exchange
guaranteed by a bank or trust company for payment within one to six months.
Bankers' acceptances are used to provide manufacturers and exporters with
capital to operate between the time of manufacture or export and payment by the
purchaser. Bank obligations are permitted investments for the Portfolios.
Commercial Paper which the Portfolios may purchase includes variable amount
master demand notes which may or may not be backed by bank letters of credit.
These notes permit the investment of fluctuating amounts at varying market rates
of interest pursuant to direct arrangements between a Portfolio, as lender, and
the borrower. Such notes provide that the interest rate on the amount
outstanding varies on a daily, weekly or monthly basis depending upon a stated
short-term interest rate index. There is no secondary market for the notes.
The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.
Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1, 2 and 3 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rate A-2 reflect a "satisfactory" degree of safety regarding timely payment.
Commercial paper issuers rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality, respectively, on the
basis of relative repayment capacity.
Forward Foreign Currency Contracts involve an obligation to purchase or sell a
specified currency at a future date at a price set at the time of the contract.
Forward currency contracts do not eliminate fluctuations in the values of
portfolio securities but rather allow a Portfolio to establish a rate of
exchange for a future point in time.
When entering into a contract for the purchase or sale of a security in a
foreign currency, a Portfolio may enter into a foreign forward currency contract
for the amount of the purchase or sale price to protect against variations,
between the date the security is purchased or sold and the date on which payment
is made or received, in the value of the foreign currency relative to the United
States dollar or other foreign currency.
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Also, when the Adviser anticipates that a particular foreign currency may
decline substantially relative to the United States dollar or other leading
currencies, in order to reduce risk, a Portfolio may enter into a forward
contract to sell, for a fixed amount, the amount of foreign currency
approximating the value of its securities denominated in such foreign currency.
With respect to any such forward foreign currency contract, it will not
generally be possible to match precisely the amount covered by that contract and
the value of the securities involved due to changes in the values of such
securities resulting from market movements between the date the forward contract
is entered into and the date it matures. In addition, while forward currency
contracts may offer protection from losses resulting from declines in value of a
particular foreign currency, they also limit potential gains which might result
from increases in the value of such currency. A Portfolio will also incur costs
in connection with forward foreign currency contracts and conversions of foreign
currencies into United States dollars. The Portfolios may enter into forward
foreign currency contracts.
Investment company shares that are purchased by a Portfolio shall be limited to
shares of money market open-end investment companies and the Adviser will waive
its fee on that portion of the assets placed in such money market open-end
investment companies.
Obligations of Supranational Agencies may be purchased by the Portfolios.
Currently the Portfolios intend to invest only in obligations issued or
guaranteed by the Asian Development Bank, Inter-American Development Bank,
International Bank for Reconstruction and Development (World Bank), African
Development Bank, European Coal and Steel Community, European Economic
Community, European Investment Bank and the Nordic Investment Bank.
Repurchase Agreements in which the Portfolios may invest are agreements under
which securities are acquired from a securities dealer or bank subject to resale
on an agreed upon date and at an agreed upon price which includes principal and
interest. The Portfolio bears a risk of loss in the event that the other party
to a repurchase agreement defaults on its obligations and the Portfolio is
delayed or prevented from exercising its rights to dispose of the collateral
securities. The Adviser and Sub-Advisers (collectively, the "Advisers") enter
into repurchase agreements only with financial institutions which they deem to
present minimal risk of bankruptcy during the term of the agreement based on
guidelines which are periodically reviewed by the Board of Trustees. These
guidelines currently permit the Portfolios to enter into repurchase agreements
only with approved primary securities dealers, as recognized by the Federal
Reserve Bank of New York, which have minimum net capital of $100 million, or
with a member bank of the Federal Reserve System. Repurchase agreements are
considered to be loans collateralized by the underlying security. Repurchase
agreements entered into by the Portfolios will provide that the underlying
security at all times shall have a value at least equal to 102% of the price
stated in the agreement. The underlying security will be marked to market daily.
The Advisers monitor compliance with this requirement. Under all repurchase
agreements entered into by a Portfolio, the Custodian or its agent must take
possession of the underlying collateral. However, if the seller defaults, the
Portfolio could realize a loss on the sale of the underlying security to the
extent that the proceeds of sale are less than the resale price. In addition,
even though the Bankruptcy Code provides protection for most repurchase
agreements, if the seller should be involved in bankruptcy or insolvency
proceedings, a Portfolio may incur delay and costs in selling the security and
may suffer a loss of principal and interest if the Portfolio is treated as an
unsecured creditor.
United States Government Securities include obligations issued by agencies or
instrumentalities of the United States Government including, among others,
Export Import Bank of the United States, Farmers Home Administration, Federal
Farm Credit System, Federal Housing Administration, Maritime Administration,
Small Business Administration and The Tennessee Valley Authority. Obligations of
instrumentalities of the United States Government include securities issued by,
among others, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage
Association and the United States Postal Service. Some of these securities are
supported by the full faith and credit of the United States Treasury (e.g.,
Government National Mortgage Association), others are
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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 a Portfolio's shares.
DESCRIPTION OF RATINGS
The following descriptions are summaries of published ratings.
Description of Commercial Paper Ratings
Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1 +,1 and 2, to indicate the relative degree of safety. Issues rated A-
1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment.
Commercial paper issues rated Prime-1 by Moody's are judged by Moody's to be of
the "highest" quality on the basis of relative repayment capacity.
The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as
having the strongest degree of assurance for timely payment. The rating Fitch-2
(Very Good Grade) is the second highest commercial paper rating assigned by
Fitch which reflects an assurance of timely payment only slightly less in degree
than the strongest issues.
The rating Duff-1 is the highest commercial paper rating assigned by Duff and
Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high
certainty of timely payment with excellent liquidity factors which are supported
by ample asset protection. Risk factors are minor. Paper rated Duff-2 is
regarded as having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals. Risk factors are
small.
The designation A1 by IBCA Limited ("IBCA") indicates that the obligation is
supported by a very strong capacity for timely repayment. Those obligations
rated A1+ are supported by the highest capacity for timely repayment are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.
The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high
likelihood that principal and interest will be paid on a timely basis.
Description of Municipal Note Ratings
Moody's highest rating for state and municipal and other short-term notes is
MIG-1 and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of
the best quality. They have strong protection form established cash flows of
funds for their servicing or from established and broad-based access to the
market for refinancing or both. Short-term municipal securities rated MIG-2 or
VMIG-2 are of high quality. Margins of protection are ample although not so
large as in the preceding group.
An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a note rating.
Notes maturing beyond 3 years will most likely receive a long-term debt rating.
The following criteria will be used in making that assessment:
. Amortization schedule (the larger the final maturity relative to other
maturities, the more likely it will be treated as a note).
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. Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).
S&P note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus(+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
Description of Corporate Bond Ratings
Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree. Debt rated A has a strong capacity
to pay interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories. Debt rated BBB is regarded as having an
adequate capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher rated categories. Debt
rated BB and B is regarded as having predominantly speculative characteristics
with respect to capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Debt rated BB has less near-term vulnerability to default than other speculative
grade debt. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions that could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating. Debt rate B has greater vulnerability to default but
presently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions would likely impair capacity
or willingness to pay interest and repay principal. The B rating category also
is used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating.
Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities. Bonds which
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Bonds which are rated Baa are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. Bonds which are rated Ba are
judged to have speculative elements; their future cannot be considered as well-
assured. Often the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this class.
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Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Moody's bond ratings, where specified, are applied to senior bank obligations
and insurance company senior policyholder and claims obligations with an
original maturity in excess of one year. Obligations relying upon support
mechanisms such as letters-of-credit and bonds of indemnity are excluded unless
explicitly rated.
Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries which carry a Moody's sovereign rating. Such branch obligations are
rated at the lower of the bank's rating or Moody's sovereign rating for the bank
deposits for the country in which the branch is located.
When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by the actions of the government controlling the currency of
denomination. In addition, risk associated with bilateral conflicts between an
investor's home country and either the issuer's home country or the country
where an issuer branch is located are not incorporated into Moody's ratings.
Moody's makes no representation that rated bank obligations or insurance company
obligations are exempt from registration under the U.S. Securities Act of 1933
or issued in conformity with any other applicable law or regulation. Nor does
Moody's represent that any specific bank or insurance company obligation is
legally enforceable or is a valid senior obligation of a rated issuer.
Moody's ratings are opinions, not recommendations to buy or sell, and their
accuracy is not guaranteed. A rating should be weighed solely as one factor in
an investment decision and you should make your own study and evaluation of any
issuer whose securities or debt obligations you consider buying or selling.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to but slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings several times or
many times interest requirements, with such stability of applicable earnings
that safety is beyond reasonable question whatever changes occur in conditions.
Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond
question and are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The issue may be the
obligation of a small company, strongly secured but influenced as to rating by
the lesser financial power of the enterprise and more local type market.
Bonds rated A are considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
Bonds rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings. Bonds rated
BB are considered speculative. The obligor's ability to pay interest and repay
principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements. Bonds rated B are
considered highly speculative. While bonds in this class are currently meeting
debt service
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requirements, the probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity throughout the life of the issue.
Bonds rated Duff-1 are judged by Duff to be of the highest credit qualify with
negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated
Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong
protection factors. Risk is modest but may vary slightly from time to time
because of economic conditions.
Bonds rated BBB+, BBB, or BBB- are considered below average protection factors
but still considered sufficient for prudent investment. Considerable BBB
variability in risk during economic cycles. Bonds rated BB+, BB or BB- are
considered below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.
Bonds rated B+, B or B- are considered below investment grade and possessing
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.
Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a very
low expectation of investment risk are rated AA by IBCA. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk albeit not very
significantly. Bonds rated A are obligations for which there is a low
expectation of investment risk. Capacity for timely repayment of principal and
interest is strong, although adverse changes in business, economic or financial
conditions may lead to increased investment risk.
Bonds rated BBB are obligations for which there is currently a low expectation
of investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions
are more likely to lead to increased investment risk than for obligations in
other categories. Bonds rated BB are obligations for which there is a
possibility of investment risk developing. Capacity for timely repayment of
principal and interest exists, but is susceptible over time to adverse changes
in business, economic or financial conditions. Bonds rated B are obligations for
which investment risk exists. Timely repayment of principal and interest is not
sufficiently protected against adverse changes in business, economic or
financial conditions.
Bonds rated AAA by Thomson BankWatch indicate that the ability to repay
principal and interest on a timely basis is very high. Bonds rated AA indicate
a superior ability to repay principal and interest on a timely basis, with
limited incremental risk compared to issues rated in the highest category.
Bonds rated A indicate the ability to repay principal and interest is strong.
Issues rated A could be more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.
Bonds rated BBB indicate an acceptable capacity to repay principal and interest.
Issues rated "BBB" are, however, more vulnerable to adverse developments (both
internal and external) than obligations with higher ratings.
While not investment grade, the BB rating suggests that the likelihood of
default is considerably less than for lower-rated issues. However, there are
significant uncertainties that could affect the ability to adequately service
debt obligations. Issues rated B show a higher degree of uncertainty and
therefore greater likelihood
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of default than higher-rated issues. Adverse developments could well negatively
affect the payment of interest and principal on a timely basis.
INVESTMENT LIMITATIONS
A Portfolio may not:
1. May make loans if, as a result, more than 33 1/3% of its total assets would
be lent to other parties, except that each Portfolio may (i) purchase or
hold debt instruments in accordance with its investment objective and
policies; (ii) enter into repurchase agreements; and (iii) lend its
securities.
2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Portfolio may purchase (i) marketable
securities issued by companies which own or invest in real estate
(including real estate investment trusts), commodities, or commodities
contracts, and (ii) commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.
3. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
4. Issue senior securities (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act") except as permitted by rule, regulation or
order of the Securities and Exchange Commission ("SEC").
5. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
The foregoing percentages will apply at the time of the purchase of a security
and shall not be violated unless an excess or deficiency occurs, immediately
after or as a result of a purchase of such security. These investment
limitations and the investment limitations in the Prospectuses are fundamental
policies of the Trust and may not be changed without shareholder approval.
NON-FUNDAMENTAL POLICIES
The following investment limitations are non-fundamental policies of the Trust
and may change without shareholder approval.
A Portfolio may not:
1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Portfolio's fundamental limitation on borrowing.
2. Invest in companies for the purpose of exercising control.
3. Purchase securities on margin or effect short sales, except that each
Portfolio may (i) obtain short-term credits as necessary for the clearance
of security transactions, (ii) provide initial and
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variation margin payments in connection with transactions involving futures
contracts and options on such contracts, and (iii) make short sales
"against the box" or in compliance with the SEC's position regarding the
asset segregation requirements of section 18 of the 1940 Act.
4. Purchase securities which are not readily marketable or which must be
registered under the 1933 Act, as amended, before they may be sold to the
public, if, in the aggregate, more than 15% of its total assets would be
invested in such restricted securities.
5. Purchase illiquid securities, i.e., securities that cannot be disposed
----
of for their approximate carrying value in seven days or less (which term
includes repurchase agreements and time deposits maturing in more than
seven days) if, in the aggregate, more than 15% of its total assets would
be invested in illiquid securities. Notwithstanding the foregoing,
securities eligible to be re-sold under Rule 144A of the 1933 Act may be
treated as liquid securities under procedures adopted by the Board of
Trustees.
6. Invest its assets in securities of any investment company, except (i)
by purchase in the open market involving only customary brokers'
commissions, (ii) in connection with mergers, acquisitions of assets, or
consolidations, or (iii) as otherwise permitted by the 1940 Act.
7. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of the 1%
of the shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.
8. Purchase securities of any company which has (with predecessors) a
record of less than three years continuing operations if, as a result, more
than 5% of the total assets (taken at current value) would be invested in
such securities.
ADDITIONAL RESTRICTIONS
The following are non-fundamental investment limitations that are currently
required by one or more states in which the Trust sells shares of the
Portfolios. These limitations are in addition to, and in some cases more
restrictive than, the fundamental and non-fundamental investment limitations
listed above. A limitation may be changed or eliminated if the relevant state(s)
changes or eliminates its policy regarding such investment restriction.
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1. A Portfolio may not invest more than 5% of its net assets in warrants;
provided that of this 5% no more than 2% will be in warrants that are not
listed on the New York Stock Exchange or the American Stock Exchange.
2. A Portfolio may not invest in the securities of other investment companies
except by purchase in the open market where no commission or profit to a
sponsor or dealer results from the purchase other than the customary
broker's commission, or except when the purchase is part of a plan of
merger, consolidation, reorganization or acquisition.
3. A Portfolio may not invest more than 10% of its total assets in illiquid
securities, including securities which are not readily marketable or are
restricted.
4. A Portfolio may not invest in short sales, except for short sales "against
the box."
</TABLE>
THE MANAGER AND SHAREHOLDER SERVICING AGENT
S-9
<PAGE>
The Management Agreement provides that the Manager shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Management Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Manager in the performance of its duties or from reckless disregard
of its duties and obligations thereunder.
The continuance of the Management Agreement must be specifically approved at
least annually (i) by the vote of a majority of the Trustees or by the vote of a
majority of the outstanding voting securities of the Portfolios, and (ii) by the
vote of a majority of the Trustees of the Trust who are not parties to the
Management Agreement or an "interested person" (as that term is defined in the
1940 Act) of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement is terminable at
any time without penalty by the Trustees of the Trust, by a vote of a majority
of the outstanding shares of the Portfolios or by the Manager on not less than
30 days' nor more than 60 days written notice. This Agreement shall not be
assignable by either party without the written consent of the other party.
The Manager, a wholly-owned subsidiary of SEI Corporation ("SEI"), was organized
as a Delaware corporation in 1969 and has its principal business offices at 680
East Swedesford Road, Wayne, PA 19087. Alfred P. West, Jr., Henry H. Greer,
Carmen V. Romeo, and Robert A. Nesher constitute the Board of Directors of the
Manager. Mr. West serves as the Chairman of the Board of Directors and Chief
Executive Officer of SEI. Mr. Greer serves as President and Chief Operating
Officer of the Manager and SEI. SEI and its subsidiaries are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors and
money managers. The Manager also serves as manager to the following other
institutional mutual funds: SEI Daily Income Trust; SEI Liquid Asset Trust; SEI
Tax Exempt Trust; SEI Index Funds; SEI Institutional Managed Trust; The Pillar
Funds; Stepstone Funds; The Compass Capital Group of Funds; FFB Lexicon Funds;
The Advisors' Inner Circle Fund; CUFUND; STI Classic Funds; CoreFunds, Inc.;
First American Funds, Inc.; First American Investment Funds, Inc.; The Arbor
Fund; 1784 Funds; Marquis/SM/ Funds; Morgan Grenfell Investment Trust; The PBHG
Funds, Inc.; First American Mutual Funds; Nationar Funds, Inc.; Tax Exempt
Housing Reserve Fund; Inventor Funds, Inc.; Insurance Investment Products Trust;
and Rembrandt Funds.
If operating expenses of any Portfolio exceed limitations established by certain
states, the Manager will pay such excess. The Manager will not be required to
bear expenses of any Portfolio to an extent which would result in the
Portfolio's inability to qualify as a regulated investment company under
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The
term "expenses" is defined in such laws or regulations, and generally excludes
brokerage commissions, distribution expenses, taxes, interest and extraordinary
expenses. For the fiscal years ended February 29, 1993, February 28, 1994 and
February 28, 1995, the Portfolios paid fees to the Manager as follows:
<TABLE>
<CAPTION>
=================================================================================================================
Fee Waivers and Reimbursements
Fees Paid(Reimbursed) (000) (000)
------------------------------------------------------------------------
1993 1994 1995 1993 1994 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Core International Equity Portfolio $225 $1,586 $2,652 $571 $471 $77
- -----------------------------------------------------------------------------------------------------------------
European Equity Portfolio * * $107 * * $57
- -----------------------------------------------------------------------------------------------------------------
Pacific Basin Equity Portfolio * * $83 * * $76
- -----------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio * * $(9) * * $11
- -----------------------------------------------------------------------------------------------------------------
International Fixed Income Portfolio * $3 $122 * $40 $84
=================================================================================================================
</TABLE>
*Not in operation during such period.
S-10
<PAGE>
THE ADVISER AND SUB-ADVISERS
The Advisory and Sub-Advisory Agreements provide that the Adviser and each Sub-
Adviser shall not be protected against any liability to the Trust or its
shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard of its
obligations or duties thereunder.
The continuance of the Advisory and Sub-Advisory Agreements must be specifically
approved at least annually (i) by the vote of a majority of the outstanding
shares of that Portfolio or by the Trustees, and (ii) by the vote of a majority
of the Trustees who are not parties to such Advisory or Sub-Advisory Agreement
or "interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval. Each Advisory and Sub-Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to a Portfolio, by a majority of the outstanding shares of that
Portfolio, on not less than 30 days nor more than 60 days written notice to the
Adviser or Sub-Adviser, or by the Adviser or Sub-Adviser on 90 days written
notice to the Trust.
For the fiscal years ended February 29, 1993, February 28, 1994, and February
28, 1995, the Portfolios paid to the Advisers the following:
<TABLE>
<CAPTION>
=================================================================================================================
Fees Paid (000) Fee Waivers (000)
------------------------------------------------------------------------
1993 1994 1995 1993 1994 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Core International Equity Portfolio $ 431 $1,063 $1,516 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------
European Equity Portfolio * * $67 * * $0
- -----------------------------------------------------------------------------------------------------------------
Pacific Basin Equity Portfolio * * $80 * * $0
- -----------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio * * $4 * * $0
- -----------------------------------------------------------------------------------------------------------------
International Fixed Income Portfolio * $17 $86 * $4 $17
=================================================================================================================
</TABLE>
*Not in operation during such period.
DISTRIBUTION
The Trust has adopted a Distribution Agreement for the Portfolios. The Trust has
also adopted a Distribution Plan ("Institutional Class Plan") for the Class A
shares of the Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios and a
Distribution Plan ("Class D Plan") for the shares of the Class D shares of the
Core International Equity, European Equity, Pacific Basin Equity, Emerging
Markets Equity and International Fixed Income Portfolios (the foregoing plans
collectively, the "Distribution Plans") in accordance with the provisions of
Rule 12b-1 under the 1940 Act, which regulates circumstances under which an
investment company may directly or indirectly bear expenses relating to the
distribution of its shares. In this connection, the Board of Trustees has
determined that the Plans and Distribution Agreement are in the best interests
of the shareholders. Continuance of the Plans must be approved annually by a
majority of the Trustees of the Trust and by a majority of the Qualified
Trustees, as defined in the Distribution Plans. The Plans require that quarterly
written reports of amounts spent under the Plans and the purposes of such
expenditures be furnished and reviewed by the Trustees. The Plans may not be
amended to increase materially the amount which may be spent thereunder
without
S-11
<PAGE>
approval by a majority of the outstanding shares of the Portfolio or class
affected. All material amendments of the Plans will require approval by a
majority of the Trustees of the Trust and of the Qualified Trustees.
The Class A Plan adopted by the shareholders of the Core International Equity
Portfolio, and adopted by the sole shareholder of the International Fixed Income
Portfolio, provides that the Trust will pay a fee of up to .30% of the average
daily net assets of the Core International Equity Portfolio, European Equity,
Pacific Basin Equity, Emerging Markets Equity and International Fixed Income
Portfolios Class A shares that the Distributor can use to compensate broker-
dealers and service providers, including SEI Financial Services Company and its
affiliates, which provide distribution-related services to shareholders of the
Core International Equity Portfolio, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios Class A shares
or their customers who beneficially own shares of such series. The Class A Plan
provides that if there are more than one series of Trust securities having an
institutional class, expenses incurred pursuant to the Class A Plan will be
allocated among such several series of the Trust on the basis of their relative
net asset values, unless otherwise determined by a majority of the Qualified
Trustees.
The Class D Plan provides that the Trust will pay a fee of up to .30% of the
average daily net assets of a Portfolio's Class D shares that the Distributor
can use to compensate broker-dealers and service providers, including SEI
Financial Services Company and its affiliates, which provide distribution-
related services to Core International Equity, European Equity, Pacific Basin
Equity, Emerging Markets Equity and International Fixed Income Portfolios Class
D shares shareholders or their customers who beneficially own Class D shares.
The Class D Plan provides that, if there are more than one series of Trust
securities having a Class D class, expenses incurred pursuant to the Class D
Plan will be allocated among such several series of the Trust on the basis of
their relative net asset values, unless otherwise determined by a majority of
the Qualified Trustees. The Class D Plan also provides for additional payments
to the Distributor of up to .30% of the Class D shares' average daily net assets
on an annualized basis. See "Distribution" in the Class D Prospectus.
The distribution related services that may be provided under the Plans include
establishing and maintaining customer accounts and records; aggregating and
processing purchase and redemption requests from customers; placing net purchase
and redemption orders with the Distributor; automatically investing customer
account cash balances; providing periodic statements to customers; arranging for
wires; answering customer inquiries concerning their investments; assisting
customers in changing dividend options, account designations, and addresses;
performing sub-accounting functions; processing dividend payments from the Trust
on behalf of customers; and forwarding shareholder communications from the Trust
(such as proxies, shareholder reports, dividend distribution and tax notices) to
these customers with respect to investments in the Trust. Certain state
securities laws may require those financial institutions providing such
distribution services to register as dealers pursuant to state law.
Except to the extent that the Manager and Adviser benefitted through increased
fees from an increase in the net assets of the Trust which may have resulted in
part from the expenditures, no interested person of the Trust nor any Trustee of
the Trust who is not an interested person of the Trust had a direct or indirect
financial interest in the operation of the Distribution Plans or related
agreements.
Although banking laws and regulations prohibit banks from distributing shares of
open-end investment companies such as the Trust, according to an opinion issued
to the staff of the Securities and Exchange Commission ("SEC") by the Office of
the Comptroller of the Currency, financial institutions are not prohibited from
acting in other capacities for investment companies, such as providing
shareholder services. Should future legislative, judicial or administrative
action prohibit or restrict the activities of financial institutions in
connection with providing shareholder services, the Trust may be required to
alter materially or discontinue its arrangements with such financial
institutions.
For the fiscal year ended February 28, 1995, the Portfolios incurred the
following distribution expenses:
S-12
<PAGE>
<TABLE>
<CAPTION>
Total Amount
Dist. Paid to 3rd
Expenses Parties by
Total Dist. as SFS for Sales Printing Other
Portfolio Class Expenses a % of net Distributor Expenses Costs Costs*
assets Related
Services
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Core International Equity A $562,142 .12% $0 $562,142 $0 $0
Portfolio ---------------------------------------------------------------------------------------
D $ 62 .37% $0 $ 62 $0 $0
- --------------------------------------------------------------------------------------------------------------------------
European Equity Portfolio A $ 21,539 .10% $0 $ 21,539 $0 $0
- --------------------------------------------------------------------------------------------------------------------------
Pacific Basin Equity Portfolio A $ 21,262 .11% $0 $ 21,262 $0 $0
- --------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio A $ 385 .11% $0 $ 385 $0 $0
- --------------------------------------------------------------------------------------------------------------------------
International Fixed Income Portfolio A $ 39,602 .12% $0 $ 39,602 $0 $0
==========================================================================================================================
*Costs of complying with securities laws pertaining to the distribution of shares.
</TABLE>
TRUSTEES AND OFFICERS OF THE TRUST
The Trustees and executive officers of the Trust and their principal occupations
for the last five years are set forth below. Each may have held other positions
with the named companies during that period. Unless otherwise noted, the
business address of each Trustee and executive officer is SEI Financial
Management Corporation, 680 East Swedesford Road, Wayne, PA 19087. Certain
trustees and officers of the Trust also serve as trustees and officers of some
or all of the following: SEI Daily Income Trust; SEI Liquid Asset Trust; SEI Tax
Exempt Trust; SEI Index Funds; SEI Institutional Managed Trust; The Pillar
Funds; Stepstone Funds; The Compass Capital Group of Funds; FFB Lexicon Funds;
The Advisors' Inner Circle Fund; CUFUND; STI Classic Funds; CoreFunds, Inc.;
First American Funds, Inc.; First American Investment Funds, Inc.; The Arbor
Fund; 1784 Funds; Marquis/SM/ Funds; Morgan Grenfell Investment Trust; The PBHG
Funds, Inc.; First American Mutual Funds; Nationar Funds, Inc.; Tax Exempt
Housing Reserve Fund; Inventor Funds, Inc.; Insurance Investment Products Trust;
and Rembrandt Funds, open-end management investment companies which are managed
by SEI Financial Management Corporation and distributed by SEI Financial
Services Company ("SFS").
ROBERT A. NESHER - Chairman of the Board of Trustees* - Retired since 1994.
Director, Executive Vice President of SEI Corporation - 1986-1994. Director and
Executive Vice President of the Manager and Executive Vice President of the
Distributor since September 1981.
RICHARD F. BLANCHARD - Trustee** - P.O. Box 76, Canfield Road, Convent Station,
NJ 07961. Private Investor. Director of AEA Investors Inc. (acquisition and
investment firm) June 1981-86, Director of Baker Hughes Corp. (oil service
company) 1976-88. Director of Imperial Clevite Industries (transportation
equipment company) 1981-87. Executive Vice President of American Express Company
(financial services company), responsible for the investment function, before
June 1981.
WILLIAM M. DORAN - Trustee* - 2000 One Logan Square, Philadelphia, PA 19103.
Partner, Morgan, Lewis & Bockius, counsel to the Trust, Manager and Distributor,
Director and Secretary of SEI and Secretary of the Manager and Distributor.
S-13
<PAGE>
F. WENDELL GOOCH - Trustee** - P.O. Box 190, Paoli, IN 47454. President, Orange
County Publishing Co., Inc., since October 1981. Publisher of the Paoli News and
the Paoli Republican and Editor of the Paoli Republican since January 1981,
President, H & W Distribution, Inc. since July 1984. Trustee of STI Classified
Funds.
FRANK E. MORRIS - Trustee - 105 Walpole Street, Dover, MA 02030. Retired since
1990. Peter Drucker Professor of Management, Boston College, 1989-1990.
President, Federal Reserve Bank of Boston, 1968-1988. Trustee of The Arbor Fund,
Marquis Funds, Advisors' Inner Circle Fund, Advisors' Inner Circle Fund II, Inc.
and FFB Lexicon Funds.
JAMES M. STOREY - Trustee** - Ten Post Office Square South, Boston,
Massachusetts 02109. Retired since 1993. Formerly Partner, Dechert, Price &
Rhoads (law firm).
DAVID G. LEE - President, Chief Executive Officer - Senior Vice President of the
Manager and Distributor since 1993. Vice President of the Manager and
Distributor, 1991-1993. President, GW Sierra Trust Funds prior to 1991.
CARMEN V. ROMEO - Treasurer, Assistant Secretary - Director, Executive Vice
President, Chief Financial Officer and Treasurer of SEI since 1977. Director and
Treasurer of the Manager and Distributor since 1981.
SANDRA K. ORLOW - Vice President, Assistant Secretary - Vice President and
Assistant Secretary of the Manager and Distributor since 1988.
ROBERT B. CARROLL - Vice President, Assistant Secretary - Vice President,
Assistant Secretary of SEI Corporation, the Manager and Distributor since 1994.
United States Securities and Exchange Commission, Division of Investment
Management, 1990-1994. Associate, McGuire, Woods, Battle & Boothe (law firm)
prior to 1990.
KATHRYN L. STANTON - Vice President, Assistant Secretary - Vice President,
Assistant Secretary of SEI Corporation, the Manager and Distributor since 1994;
Associate, Morgan, Lewis & Bockius (law firm), 1989 to 1994.
KEVIN P. ROBINS - Vice President, Assistant Secretary - Senior Vice President
and General Counsel of SEI Corporation, the Manager and Distributor since 1994.
Vice President of SEI Corporation, the Manager and Distributor 1992-1994.
Associate, Morgan, Lewis & Bockius (law firm) prior to 1992.
JEFFREY A. COHEN - Controller, Assistant Secretary - SEI Corporation, 1991 to
present. Senior Accountant, Price Waterhouse, 1988 to 1991.
RICHARD W. GRANT - Secretary - 2000 One Logan Square, Philadelphia, PA 19103,
Partner, Morgan, Lewis & Bockius, counsel to the Trust, Manager and Distributor.
JOHN H. GRADY, JR. - Assistant Secretary - 1800 M Street, N.W., Washington,
D.C., Associate, Morgan, Lewis & Bockius, counsel to the Trust, Manager and
Distributor.
====================================================================
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
persons" of the Trust as the term is defined in the 1940 Act.
**Messrs. Blanchard, Gooch and Storey serve as members of the Audit Committee of
the Trust.
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for disinterested Trustees.
Compensation of officers and affiliated Trustees of the Trust is paid by the
Manager. For the fiscal year ended February 28, 1995, the Trust paid
approximately $20,725 in fees to the Trustees who are not "interested persons"
as defined in the 1940 Act.
S-14
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
===================================================================================================================================
Name of Person, Aggregate Pension or Retirement Estimated Annual Total Compensation
Position Compensation From Benefits Accrues as Part Benefits Upon From Registrant and
Registrant for the FYE of Fund Expenses Retirement Fund Complex Paid to
February 28, 1995 Directors for the FYE
February 28, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward Binshadler, $4,145 N/A N/A $4,145
Trustee**
- -----------------------------------------------------------------------------------------------------------------------------------
Richard Blanchard, Trustee $4,145 N/A N/A $52,105
- -----------------------------------------------------------------------------------------------------------------------------------
F. Wendell Gooch, Trustee $4,145 N/A N/A $59,105
- -----------------------------------------------------------------------------------------------------------------------------------
Frank Morris, Trustee $4,145 N/A N/A $70,855
- -----------------------------------------------------------------------------------------------------------------------------------
James Storey, Trustee $4,145 N/A N/A $70,855
- -----------------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher, Chairman
of the Board of Trustees* $0 N/A N/A $0
- -----------------------------------------------------------------------------------------------------------------------------------
William M. Doran, Trustee* $0 N/A N/A $0
===================================================================================================================================
</TABLE>
* A Director who is an "interested person," as defined by the 1940 Act.
** As of February 28, 1995, Edward Binshadler no longer serves as a Trustee.
PERFORMANCE
From time to time, the Trust may advertise yield and/or total return for one or
more of the Portfolios. These figures will be based on historical earnings and
are not intended to indicate future performance.
The total return of a Portfolio refers to the average compounded rate of return
to a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Portfolio commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula: P(1 + T)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.
Based on the foregoing, the average annual total return for the Portfolios from
inception through February 28, 1995 and for the one, five and ten year periods
ended February 28, 1995 were as follows:
<TABLE>
<CAPTION>
Portfolio Class Average Annual Total Return
-------------------------------------
One Five Ten Since
Year Year Year Inception
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Core International Equity A (7.67)% 2.99% * 2.13%
-------------------------------------------
Portfolio D (7.95)% 2.93 * 2.08
- ----------------------------------------------------------------------------
European Equity Portfolio A * * * (0.48)%
============================================================================
</TABLE>
S-15
<PAGE>
<TABLE>
<CAPTION>
Portfolio Class Average Annual Total Return
-------------------------------------
One Five Ten Since
Year Year Year Inception
---------------------------------------------
<S> <C> <C> <C> <C> <C>
D * * * *
- ----------------------------------------------------------------------------
Pacific Basin Equity A * * * (15.00)%
Portfolio ---------------------------------------------
D * * * *
- ----------------------------------------------------------------------------
Emerging Markets Equity A * * * *
Portfolio ---------------------------------------------
D * * * *
- ----------------------------------------------------------------------------
International Fixed Income A 8.43% * * 7.81%
Portfolio ---------------------------------------------
D * * * *
============================================================================
*Not in operation during such period
</TABLE>
From time to time, the Trust may advertise the yield of the International Fixed
Income Portfolio. The yield of the Portfolio refers to the annualized income
generated by an investment in the Portfolio over a specified 30-day period. The
yield is calculated by assuming that the income generated by the investment
during that period is generated for each like period over one year and is shown
as a percentage of the investment. In particular, yield will be calculated
according to the following formula: Yield = 2([(a-b)/cd + 1]/6/ - 1) where a =
dividends and interest earning during the period; b = expenses accrued for the
period (net of reimbursement); c = the current daily number of shares
outstanding during the period that were entitled to receive dividends; and d =
the maximum offering price per share on the last day of the period.
Actual yields will depend on such variables as asset quality, average asset
maturity, the type of instruments a Portfolio invests in, changes in interest
rates on money market instruments, changes in the expenses of a Portfolio and
other factors.
Yields are one basis upon which investors may compare a Portfolio with other
mutual funds; however, yields of other mutual funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.
For the 30-day period ended February 28, 1995, the yield for the International
Fixed Income Portfolio was 5.59%.
The Portfolios may, from time to time, compare their performance to other mutual
funds tracked by mutual fund rating services, to broad groups of comparable
mutual funds or to unmanaged indices which may assume investment of dividends
but generally do not reflect deductions for administrative and management costs.
PURCHASE AND REDEMPTION OF SHARES
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period during which trading
on the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or evaluation of the
S-16
<PAGE>
portfolio securities is not reasonably practicable, or for such other periods as
the SEC may by order permit. The Trust also reserves the right to suspend sales
of shares of the Portfolios for any period during which the New York Stock
Exchange, the Manager, the Advisers, the Distributor and/or the Custodians are
not open for business.
It is currently the Trust's policy to pay for all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in kind of securities held by a Portfolio in
lieu of cash. Shareholders may incur brokerage charges on the sale of
redemptions. However, a shareholder will at all times be entitled to aggregate
cash redemptions from a Portfolio of the Trust during any 90-day period of up to
the lesser of $250,000 or 1% of the Trust's net assets in cash.
A gain or loss for federal income tax purposes would be realized by a
shareholder subject to taxation upon an in-kind redemption depending upon the
shareholder's basis in the shares of the Portfolio redeemed.
Portfolio securities may be traded on foreign markets on days other than
Business Days or the net asset value of a Portfolio may be computed on days when
such foreign markets are closed. In addition, foreign markets may close at times
other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a
share of a Portfolio may not reflect all events that may affect the value of the
Portfolio's foreign securities unless the Adviser determines that such events
materially affect net asset value in which case net asset value will be
determined by consideration of other factors.
Reductions in Sales Charges
In calculating the sales charge rates applicable to current purchases of Class D
shares, members of the following affinity groups and clients of the following
broker-dealers, each of which has entered into an agreement with the
Distributor, are entitled to the following percentage-based discounts from the
otherwise applicable sales charge:
<TABLE>
<CAPTION>
Name of Percentage Date Offer Date Offer
Group Discount Starts Terminates
- -------- ---------- ---------- ----------
<S> <C> <C> <C>
Countrywide 100% 07/27/94 09/19/94
Funding Corp. 50% 09/23/94 11/22/94
BHC Securities, Inc. 10% 12/29/94 N/A
First Security Investor 10% 12/29/94 N/A
Services, Inc.
</TABLE>
Those members or clients who take advantage of a percentage-based reduction in
the sales charge during the offering period noted above may continue to purchase
shares at the reduced sales charge rate after the offering period relating to
each such purchaser's affinity group or broker-dealer relationship has
terminated.
Please contact the Distributor at 1-800-437-6016 for more information.
SHAREHOLDER SERVICES (Class D shares)
The following is a description of plans and privileges by which the sale charges
imposed on the Class D shares of the Core International Equity, European Equity,
Pacific Basin Equity,Emerging Markets Equity and International Fixed Income
Portfolios may be reduced.
S-17
<PAGE>
Right of Accumulation: A shareholder qualifies for cumulative quantity discounts
when his or her new investment, together with the current offering price value
of all holdings of that shareholder in certain eligible portfolios, reaches a
discount level. See "Purchase and Redemption of Shares" in the Prospectus for
the sales charge on quantity purchases.
Letter of Intent: The reduced sales charges are also applicable to the aggregate
amount of purchases made by a purchaser within a 13-month period pursuant to a
written Letter of Intent provided to the Distributor that (i) does not legally
bind the signer to purchase any set number of shares and (ii) provides for the
holding in escrow by the Administrator of 5% of the amount purchased until such
purchase is completed within the 13-month period. A Letter of Intent may be
dated to include shares purchased up to 90 days prior to the date the Letter is
signed. The 13-month period begins on the date of the earliest purchase. If the
intended investment is not completed, the Administrator will surrender an
appropriate number of the escrowed shares for redemption in order to recover the
difference between the sales charge imposed under the Letter of Intent and the
sales charge that would have otherwise been imposed.
Distribution Investment Option: Distributions of dividends and capital gains
made by a Portfolio may be automatically invested in shares of another Portfolio
if shares of that Portfolio are available for sale. Such investments will be
subject to initial investment minimums, as well as additional purchase minimums.
A shareholder considering the Distribution Investment Option should obtain and
read the prospectus of the other Portfolios and consider the differences in
objectives and policies before making any investment.
Reinstatement Privilege: A shareholder who has redeemed shares of a Portfolio
has a one-time right to reinvest the redemption proceeds in shares of a
Portfolio at their net asset value as of the time of reinvestment. Such a
reinvestment must be made within 30 days of the redemption and is limited to the
amount of the redemption proceeds. Although redemptions and repurchases of
shares are taxable events, a reinvestment within such 30-day period in the same
fund is considered a "wash sale" and results in the inability to recognize
currently all or a portion of a loss realized on the original redemption for
federal income tax purposes. The investor must notify the Transfer Agent at the
time the trade is placed that the transaction is a reinvestment.
Exchange Privilege: Some or all of a Portfolio's Class D shares for which
payment has been received (i.e., an established account), may be exchanged for
Class D shares of other portfolios of the Trust or of SEI Liquid Asset Trust,
SEI Tax Exempt Trust, SEI Daily Income Trust and SEI Institutional Managed Trust
("SEI Funds"). Exchanges are made at net asset value plus any applicable sales
charge. SEI Funds' portfolios that are not money market portfolios currently
impose a sales charge on Class D shares. A shareholder who exchanges into one of
these "non-money market" portfolios will have to pay a sales charge on any
portion of the exchanged Class D shares for which he or she has not previously
paid a sales charge. If a shareholder has paid a sales charge on Class D shares,
no additional sales charge will be assessed when he or she exchanges those Class
D shares for other Class D shares. If a shareholder buys Class D shares of a
"non-money market" fund and receives a sales load waiver, he or she will be
deemed to have paid the sales load for purposes of this exchange privilege. In
calculating any sales charge payable on an exchange transaction, the SEI Funds
will assume that the first shares a shareholder exchanges are those on which he
or she has already paid a sales charge. Sales charge waivers may also be
available under certain circumstances, as described in the Prospectuses. The
Trust reserves the right to change the terms and conditions of the exchange
privilege discussed herein, or to terminate the exchange privilege, upon sixty
days' notice. Exchanges will be made only after proper instructions in writing
or by telephone (an "Exchange Request") are received for an established account
by the Distributor.
A shareholder may exchange the shares of a Portfolio's Class D shares, for which
good payment has been received, in his or her account at any time, regardless of
how long he or she has held his or her shares.
Each Exchange Request must be in proper form (i.e., if in writing, signed by the
record owner(s) exactly as the shares are registered; if by telephone, proper
account identification is given by the dealer or shareholder of record), and
each exchange must involve either shares having an aggregate value of at least
$1,000 or all the shares in the account. Each exchange involves the redemption
of the shares of a Portfolio (the "Old Portfolio") to be exchanged and the
purchase
S-18
<PAGE>
at net asset value (i.e., without a sales charge) of the shares of the other
portfolios (the "New Portfolios"). Any gain or loss on the redemption of the
shares exchanged is reportable on the shareholder's federal income tax return,
unless such shares were held in a tax-deferred retirement plan or other tax-
exempt account. If the Exchange Request is received by the Distributor in
writing or by telephone on any business day prior to the redemption cut-off time
specified in each Prospectus, the exchange usually will occur on that day if all
the restrictions set forth above have been complied with at that time. However,
payment of the redemption proceeds by the Old Portfolios, and thus the purchase
of shares of the New Portfolios, may be delayed for up to seven days if the
Portfolio determines that such delay would be in the best interest of all of its
shareholders. Investment dealers which have satisfied criteria established by
the Portfolios may also communicate a shareholder's Exchange Request to the
Portfolios subject to the restrictions set forth above. No more than five
exchange requests may be made in any one telephone Exchange Request.
Class D shares of the Core International Equity Portfolio are offered only to
residents of states in which the shares are eligible for purchase.
TAXES
Qualification as a RIC
The following discussion of federal income tax consequences is based on the Code
and the regulations issued thereunder as in effect on the date of this
Statement. New legislation, as well as administrative or court decisions, may
significantly change the conclusions expressed herein and may have a retroactive
effect with respect to the transactions contemplated herein.
In order to qualify for treatment as a regulated investment company ("RIC")
under the Code, a Portfolio must distribute annually to its shareholders at
least 90% of its investment company taxable income (generally, net investment
income, including net short-term capital gain) ("Distribution Requirement") and
must meet several additional requirements. Among these requirements are the
following: (i) at least 90% of a Portfolio's gross income each taxable year must
be derived from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign currencies
or other income (including gains from forward contracts) derived with respect to
its business of investing in securities or those currencies ("Income
Requirement"); (ii) less than 30% of a Portfolio's gross income each taxable
year may be derived from the sale or other disposition of any of the following
that were held for less than three months: securities, options, futures, or
forward contracts, or foreign currencies (or options, futures, or forward
contracts thereon) that are not directly related to a Portfolio's principal
business of investing in securities ("Short-Short Limitation"); (iii) at the
close of each quarter of a Portfolio's taxable year, at least 50% of the value
of its total assets must be represented by cash and cash items, United States
Government securities, securities of other RICs and other securities, with such
other securities limited, in respect of any one issuer, to an amount that does
not exceed 5% of the value of a Portfolio's total assets and that does not
represent more than 10% of the outstanding voting securities of the issuer; and
(iv) at the close of each quarter of a Portfolio's taxable year, not more than
25% of the value of its total assets may be invested in securities (other than
United States Government securities or the securities of other RICs) of any one
issuer or of two or more issuers which the Portfolio controls and which are
engaged in the same, similar, or related trades or businesses.
The use of hedging strategies, such as entering into forward foreign currency
contracts, involves complex rules that will determine for income tax purposes
the character and timing of recognition of the income received in connection
therewith by the Portfolio. Income from foreign currencies, and income from
transactions in forward contracts that are directly related to a Portfolio's
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement. Income from the disposition of
foreign currencies, and forward foreign currency contracts on foreign
currencies, that are not directly related to a Portfolio's principal business of
investing in securities will be subject to the Short-Short Limitation if they
are held for less than three months and may by regulation be excluded from
qualifying income.
S-19
<PAGE>
Notwithstanding the Distribution Requirement described above, which only
requires a Portfolio to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), a
Portfolio will be subject to a nondeductible 4% federal excise tax to the extent
it fails to distribute by the end of any calendar year 98% of its ordinary
income for that year and 98% of its capital gain net income (the excess of short
and long-term capital gains over short and long-term capital losses) for the
one-year period ending on October 31 of that year, plus certain other amounts.
Any increase in value on a position that is part of a "designated hedge" will be
offset by any decrease in value (whether realized or not) of the offsetting
hedging position during the period of the hedge for purposes of determining
whether a Portfolio satisfies the Short-Short Limitation. Thus, only the net
gain (if any) from the designated hedge will be included in gross income for
purposes of that Limitation.
If a Portfolio fails to qualify as a RIC for any year, all of its income will be
subject to tax at corporate rates, and its distributions (including capital
gains distributions) will be taxable as ordinary income dividends to its
shareholders, subject to the dividends received deduction for corporate
shareholders.
State Taxes
A Portfolio is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by a Portfolio
to shareholders and the ownership of shares may be subject to state and local
taxes. Shareholders should consult their tax advisors regarding the state and
local tax consequences of investments in a Portfolio.
Foreign Taxes
Dividends and interest received by a Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on a Portfolio's securities. Tax
conventions between certain countries and the United States may reduce or
eliminate these taxes. Foreign countries generally do not impose taxes on
capital gains with respect to investments by foreign investors. If more than 50%
of the value of a Portfolio's total assets at the close of its taxable year
consists of securities of foreign corporations, a Portfolio will be eligible to,
and will, file an election with the Internal Revenue Service that will enable
shareholders, in effect, to receive the benefit of the foreign tax credit with
respect to any foreign and United States possessions income taxes paid by a
Portfolio. Pursuant to the election, a Portfolio will treat those taxes as
dividends paid to its shareholders. Each shareholder will be required to include
a proportionate share of those taxes in gross income as income received from a
foreign source and must treat the amount so included as if the shareholder had
paid the foreign tax directly. The shareholder may then either deduct the taxes
deemed paid by him or her in computing his or her taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit (subject to significant limitations) against the shareholder's federal
income tax. If a Portfolio makes the election, it will report annually to its
shareholders the respective amounts per share of the Portfolio's income from
sources within, and taxes paid to, foreign countries and United States
possessions.
PORTFOLIO TRANSACTIONS
The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser is responsible for placing orders to
execute Portfolio transactions. In placing orders, it is the Trust's policy to
seek to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the Adviser
generally seeks reasonably competitive spreads or commissions, the Trust will
not necessarily be paying the
S-20
<PAGE>
lowest spread or commission available. The Trust will not purchase portfolio
securities from any affiliated person acting as principal except in conformity
with the regulations of the SEC.
The Trust does not expect to use one particular dealer, but, subject to the
Trust's policy of seeking the best net results, dealers who provide supplemental
investment research to the Advisers may receive orders for transactions by the
Trust. Information so received will be in addition to and not in lieu of the
services required to be performed by the Adviser under the Advisory Agreement,
and the expenses of the Adviser will not necessarily be reduced as a result of
the receipt of such supplemental information. These research services include
advice, either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing of analyses and reports concerning issuers, securities or industries;
providing information on economic factors and trends, assisting in determining
portfolio performance evaluation and technical market analyses. Such services
are used by the Adviser in connection with its investment decision-making
process with respect to one or more funds and accounts managed by it, and may
not be used exclusively with respect to the fund or account generating the
brokerage.
The money market securities in which a Portfolio invests are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded over-the-
counter, but may be traded on an exchange. Where possible, each Adviser will
deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of a Portfolio will primarily consist of dealer spreads
and underwriting commissions.
It is expected that the Portfolios may execute brokerage or other agency
transactions through the Distributor, a registered broker-dealer, for a
commission, in conformity with the 1940 Act, the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder. Under these
provisions, the Distributor is permitted to receive and retain compensation for
effecting portfolio transactions for a Portfolio on an exchange if a written
contract is in effect between the Distributor and the Trust expressly permitting
the Distributor to receive and retain such compensation. These provisions
further require that commissions paid to the Distributor by the Trust for
exchange transactions not exceed "usual and customary" brokerage commissions.
The rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other renumeration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees, including
those who are not "interested persons" of the Trust, have adopted procedures for
evaluating the reasonableness of commissions paid to the Distributor and will
review these procedures periodically.
<TABLE>
<CAPTION>
=================================================================================================================================
Total Brokerage Amount Paid to % Paid to Amount Paid to
Commission (000) Distributor(000) Distributor Affiliates (000)
-----------------------------------------------------------------------------------------------
1993 1994 1995 1993 1994 1995 1993 1994 1995 1993 1994 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Core International Equity $ 405 $ 783 $1,482 $0 $0 $0 0% 0% 0% $ $49 $171
Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
European Equity Portfolio * * $66 * * $0 * * 0% * * $20
- ---------------------------------------------------------------------------------------------------------------------------------
Pacific Basin Equity Portfolio * * $157 * * $0 * * 0% * * $20
- ---------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity * * $26 * * $0 * * 0% * * $0
Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
International Fixed Income * $0 $0 * $0 $0 * 0% 0% * * *
Portfolio
=================================================================================================================================
</TABLE>
S-21
<PAGE>
*Not in operation during such period.
The principal reason for the increase in brokerage commissions paid by the Core
International Equity Portfolio in the last three fiscal years was the growth of
the assets in the Core International Equity Portfolio.
S-22
<PAGE>
For the fiscal years ended February 28, 1993, February 28, 1994 and February 28,
1995, the following sales loads were charged to Class D shares:
<TABLE>
<CAPTION>
=========================================================================================================================
Dollar Amount of Load
Dollar Amount of Load(000) Retained by SFS(000)
-------------------------------------------------------------------------
Portfolio 1993 1994 1995 1993 1994 1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Core International Equity Portfolio - Class D * * $ 0 * * $ 0
=========================================================================================================================
</TABLE>
* Not in operation during the period.
For the fiscal year ended February 28, 1995, the following commissions were paid
on brokerage transactions pursuant to an agreement or understanding, to brokers
because of research services provided by the brokers:
<TABLE>
<CAPTION>
=========================================================================================================
Brokerage Commissions Total Amount of % of Directed Brokerage
for Research Transactions to Total Brokerage
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Core International Equity
Portfolio $11,950 $7,970,000 .15%
- ---------------------------------------------------------------------------------------------------------
European Equity Portfolio $1,506 $726,267 .21%
- ---------------------------------------------------------------------------------------------------------
Pacific Basin Equity Portfolio 0 0 0%
- ---------------------------------------------------------------------------------------------------------
Emerging Markets Equity $714
Portfolio
- ---------------------------------------------------------------------------------------------------------
International Fund Income
Portfolio N/A N/A N/A
=========================================================================================================
</TABLE>
The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. As of February 28, 1995, the Core
International Equity Portfolio had entered into a repurchase agreement in the
amount of approximately $2,099,539 with J.P. Morgan Securities Inc. ("J.P.
Securities"), a wholly owned subsidiary of J.P. Morgan Co. Incorporated, and the
International Fixed Income Portfolio had entered into a repurchase agreement in
the amount of approximately $2,010,980 with Prudential Mortgage. J.P.
Securities and Prudential Mortgage are considered "regular brokers or dealers"
of the Trust.
Since the Trust does not market its shares through intermediary brokers or
dealers, it is not the Trust's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place Portfolio orders with qualified broker-
dealers who recommend the Trust to clients, and may, when a number of brokers
and dealers can provide best price and execution on a particular transaction,
consider such recommendations by a broker or dealer in selecting among broker-
dealers.
It is expected that the portfolio turnover rate for each Portfolio will normally
not exceed 100% for a Portfolio. The portfolio turnover rate for the Core
International Equity Portfolio would exceed 100% if all of its securities,
exclusive of United States Government securities and other securities whose
maturities at the time of acquisition are one year or less, are replaced in the
period of one year. Turnover rates may vary from year to year and may be
affected by cash requirements for redemptions and by requirements which enable
the Portfolio to receive favorable tax treatment.
S-23
<PAGE>
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of each Portfolio, each of which represents an equal proportionate
interest in that Portfolio. Each share upon liquidation entitles a shareholder
to a pro rata share in the net assets of that Portfolio. Shareholders have no
preemptive rights. The Declaration of Trust provides that the Trustees of the
Trust may create additional portfolios of shares or classes of portfolios. Share
certificates representing the shares will not be issued.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or administrators, shall not be liable for any
neglect or wrongdoing of any such person. The Declaration of Trust also provides
that the Trust will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with actual or threatened litigation in which
they may be involved because of their offices with the Trust unless it is
determined in the manner provided in the Declaration of Trust that they have not
acted in good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust shall
protect or indemnify a Trustee against any liability for his wilful misfeasance,
bad faith, gross negligence or reckless disregard of his duties.
VOTING
Where the Prospectuses for the Portfolios or Statement of Additional Information
state that an investment limitation or a fundamental policy may not be changed
without shareholder approval, such approval means the vote of (i) 67% or more of
a Portfolio's shares present at a meeting if the holders of more than 50% of the
outstanding shares of the Portfolio are present or represented by Proxy, or (ii)
more than 50% of a Portfolio's outstanding shares, whichever is less.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a Trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the Trust. Even if, however, the Trust were held to be a partnership, the
possibility of the shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of shareholder liability for obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholders held personally liable for the
obligations of the Trust.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 1, 1995, the following persons were the only persons who were record
owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of
the shares of the Portfolios. The Trust believes that most of the shares
referred to below were held by the below persons in accounts for their
fiduciary, agency or custodial customers.
Core International Equity Portfolio- Class A: Eagle Trust Company, attn:
Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 30.18%; ACO, c/o
Integra Trust Services, attn: Karen White, Trust Securities Section 2 032, 300
Fourth Avenue, Pittsburgh, PA 15278-2232, 14.98%; Bellford & Co., c/o Perrybell
Investments, Inc., attn: Dawn Ohmann, 601 Lakeshore Parkway, Suite 350,
Minnetonka, MN 55343, 5.89%.
S-24
<PAGE>
Core International Equity Portfolio- Class D: Relico, P.O. Box 48449, Atlanta,
GA 30362-1449, 18.84%: Eagle Trust Company, Custodian for IRA of Pamela A Olson,
1690 N. Foxboro Loop, Crystal River, FL 34429, 8.56%; Frost National Bank,
Custodian for IRA of Richard Torres, 4622 Sunny Walk, San Antonio, TX 78217,
5.28%, Frost National Bank, Custodian for IRA of Jennifer M. Littlejohn, 3225
Manassas, Corpus Christi, TX 78410, 17.56%; Frost National Bank, Custodian for
IRA of George Arias, 15026 Digger, San Antonio, TX 78247, 21.21%.
European Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne O'Boyle,
680 East Swedesford Road, Wayne, PA 19087, 82.82%.
Pacific Basin Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne
O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 82.49%.
Emerging Markets Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne
O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 65.56%; Patterson & Co., c/o
CoreStates Bank NA, P.O. Box 7829, Philadelphia, PA 19101, 31.16%.
International Fixed Income Portfolio- Class A: Eagle Trust Company, attn:
Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 61.47%
EXPERTS
The financial statements in this Statement of Additional Information and the
Financial Highlights included in the Prospectus have been audited by Price
Waterhouse LLP, independent accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said report.
FINANCIAL STATEMENTS
Following are the audited financial statements for the fiscal year ended
February 28, 1995, including the financial highlights, appearing in the Trust's
1995 Annual Report to Shareholders, and the Report thereon of Price Waterhouse
LLP, independent accountants.
S-25
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees
SEI International Trust
In our opinion, the accompanying statement of net assets and where applicable,
the schedules of investments and statements of assets and liabilities, and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
the Core International Equity, European Equity, Pacific Basin Equity, Emerging
Markets Equity and International Fixed Income Portfolios of SEI International
Trust (the "Fund") at February 28, 1995, the results of each of their opera-
tions, the changes in each of their net assets and the financial highlights for
each of the respective periods presented, in conformity with generally accepted
accounting principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Fund's management; our responsibility is to express an opinion on these finan-
cial statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which re-
quire that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and dis-
closures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall finan-
cial statement presentation. We believe that our audits, which included confir-
mation of securities at February 28, 1995 by correspondence with the custodians
and brokers and the application of alternative auditing procedures where con-
firmations from brokers were not received, provide a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE LLP
Philadelphia, PA
April 11, 1995
<PAGE>
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
CORE INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- -------------------------------------------------------
<S> <C> <C>
FOREIGN COMMON STOCKS -- 98.7%
AUSTRALIA -- 7.0%
Australia & New Zealand Bank Group 531,827 $ 1,864
Australian National 1,128,000 1,124
Boral 450,000 1,205
Brambles 179,441 1,700
Broken Hill Proprietary 427,100 5,894
Burns Philip 209,326 502
Coles Myer 236,100 791
Lend Lease 46,000 577
National Australia Bank 350,272 2,822
Newscorp 308,456 1,372
Pioneer 761,900 1,833
SA Breweries 383,350 883
Westpac Banking 682,707 2,519
--------
23,086
--------
BELGIUM -- 2.9%
Electrabel 11,400 2,233
Fortis 8,600 741
Groupe Bruxelles Lambert 5,500 669
Kredietbank 6,810 1,434
Petrofina 2,330 685
Societe Generale de Belgique 25,820 1,763
Solvay 1,500 776
Tractebel 3,000 915
Union Miniere* 6,800 447
--------
9,663
--------
CANADA -- 2.6%
Alcan Aluminum 17,100 416
Bank of Montreal 54,500 1,061
Bank of Nova Scotia 86,900 1,715
Canadian Imperial Bank of Commerce 71,200 1,738
Imperial Oil 24,900 847
Nova Corporation of Alberta 91,200 736
Oshawa Group 15,300 206
Royal Bank of Canada 43,200 892
Seagram 30,200 929
--------
8,540
--------
FRANCE -- 10.4%
Banque National de Paris 19,400 860
Cap Gemini Sogeti 30,000 979
Christian Dior 21,000 1,678
Cie Bancaire 17,450 1,656
Cie de Saint Gobain 26,121 3,075
Cie Financier de Suez 8,800 386
Cie Generale D'Industrie Et de Part 4,000 816
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ---------------------------------------------------
<S> <C> <C>
Cie Generale de Eaux 31,330 $ 2,900
Colas 3,000 497
Credit Local de France 21,800 1,734
De Dietrich Et Compagnie 750 395
Ecco 4,400 517
Epeda Bertrand Faure 3,650 669
Financiere Poliet 6,150 472
Groupe de La Cite 5,760 833
Lafarge Coppee 28,650 1,848
LVMH Moet Hennessy 14,811 2,367
Michelin "B"* 26,300 1,051
Pechiney 17,500 1,177
Peugeot 15,025 2,050
Saint Louis-Bouchon 5,250 1,435
Societe Nationale Elf Aquitaine 59,291 4,256
Sommer Allibert 900 306
Total Compaigne "B" 37,637 2,081
--------
34,038
--------
GERMANY -- 4.1%
BASF 17,600 3,898
Bayer 11,017 2,717
Degussa 4,200 1,349
Hochtief 2,100 1,192
Hoechst 7,350 1,635
Karstadt 3,400 1,373
Man 4,600 1,297
--------
13,461
--------
HONG KONG -- 2.6%
China Light & Power 162,200 791
Hang Seng Bank 103,000 640
Henderson Investment 1,098,000 767
Hong Kong Telecommunications 116,000 209
HSBC Holdings 150,000 1,576
Kumagai Gumi 424,000 293
New World China Fund 88,000 933
Regal Hotels 3,940,000 759
Sino Land 2,034,000 1,631
Varitronix 653,000 955
--------
8,554
--------
ITALY -- 2.8%
Fiat SPA* 482,000 1,212
Fidis 282,600 639
Mondadori 140,000 896
Olivetti* 1,000,000 1,113
Rinascente di Risp 49,000 132
SAI di Risp 101,000 469
STET 582,900 1,622
</TABLE>
<PAGE>
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
CORE INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ---------------------------------------------
<S> <C> <C>
Telecom Italia 540,000 $ 1,303
Telecom Italia di Risp 970,400 1,884
--------
9,270
--------
JAPAN -- 30.9%
Advantest 37,000 954
Amada 75,000 746
Aoyama Trading 77,000 1,324
Asahi Chemical 72,000 477
Asahi Glass 89,000 986
Canon 25,000 373
Central Glass* 60,000 230
Chiba Kogyo Bank 1,100 48
Chubu Electric Power 34,000 828
Citizen Watch 122,000 840
Dai Nippon Ink & Chemical 368,000 1,608
Dai Nippon Printing 158,000 2,340
Daicel Chemical 39,000 184
Daido Steel 278,000 1,368
Daihatsu Motor 371,000 1,729
Daikin Industries 172,000 1,286
Daikyo 222,000 1,607
Daito Trust Construction 87,000 748
Daiwa Bank 128,000 1,069
Daiwa House 87,000 1,271
Daiwa Securities 177,000 1,980
Fanuc 18,900 771
Fuji Photo Film 96,000 2,058
Fujita 108,000 579
Fujitsu 273,000 2,494
Hankyu Realty 36,000 247
Hino Motors 190,000 1,496
Hitachi 609,000 5,330
Hokkaido Takushoku Bank 232,000 800
Honda Motor 121,000 1,830
Hyakugo Bank 93,000 583
Kagoshima Bank 116,000 847
Kirin Brewery 188,000 1,947
Kishu Paper 97,000 412
Matsushita Electric 353,000 5,119
Mitsubishi Estate 145,000 1,464
Mitsubishi Gas Chemical 431,000 1,763
Mitsubishi Paper 44,000 256
Mitsui Fudosan 152,000 1,557
Mitsui Trust & Banking 206,000 1,854
Navix Line* 517,000 1,483
Nichii 81,000 881
Nikko Securities 118,000 1,080
Nintendo 23,700 1,249
Nippon Chemical 104,000 787
Nippon Credit Bank 101,000 520
Nippon Meat Packers 103,000 1,344
Nippon Sheet Glass 135,000 692
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ----------------------------------------------------
<S> <C> <C>
Nippon Steel 137,000 $ 480
Nissan Fire & Marine Insurance 56,000 363
Nissan Motors 263,000 1,801
NKK* 384,000 990
NSK 159,000 980
Obayashi 172,000 1,301
Orient 118,000 631
Orix 31,000 1,085
Osaka Gas 656,000 2,412
Pioneer Electronics 70,000 1,494
Sangetsu 1,000 26
Seino Transportation 59,000 929
Sekisui House 228,000 2,574
Shimizu 126,000 1,253
Shinmaywa Industries 103,000 882
Skylark 44,000 647
Sumitomo Bank 182,000 3,318
Sumitomo Metal* 751,000 2,155
Sumitomo Realty & Development 110,000 599
Taisei 193,000 1,243
Takeda Chemical 192,000 2,227
Tokyo Electric Power 87,500 2,374
Tokyo Steel 54,500 1,225
Toray Industries 429,000 2,693
Toshiba 598,000 3,784
Victor of Japan* 144,000 1,596
Yokogawa Bridge 41,000 531
--------
101,032
--------
MALAYSIA -- 1.7%
Faber Group* 1,009,000 965
Land and General 280,500 797
Malaysian International Shipping 668,000 1,832
MBF Capital 458,000 519
Rashid Hussain 378,000 992
Westmont Berhad 93,000 459
--------
5,564
--------
NETHERLANDS -- 3.7%
ABN Amro Holdings 51,000 1,857
Ahold 52,000 1,674
DSM 10,100 822
Heineken 10,800 1,695
International Nederlanden 56,700 2,780
KPN 25,600 905
Philips Electronics 76,665 2,543
--------
12,276
--------
NEW ZEALAND -- 3.0%
Carter Holt Harvey 1,027,837 2,265
Fernz 89,600 298
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ----------------------------------------------------------
<S> <C> <C>
Fisher & Paykel 130,400 $ 334
Fletcher Challenge 889,400 2,214
Fletcher Challenge Forest 266,700 338
Lion Nathan 498,600 947
Telecom Corporation of New Zealand 685,600 2,375
Telecom Corporation of New Zealand ADR 20,200 1,119
--------
9,890
--------
NORWAY -- 0.6%
Den Norske Bank "B"* 242,909 640
Kvaerner "B" 30,000 1,302
--------
1,942
--------
SINGAPORE -- 2.8%
Creative Technology* 72,800 819
DBS Land 184,000 480
Fraser and Neave 54,000 570
Jardine Matheson Holdings 155,000 1,426
Jardine Strategic Holdings 166,000 618
Sembawang Maritime 129,000 539
Singapore Press "F" 67,000 1,152
Strait Steamship Land 251,000 776
United Overseas Bank "F" 280,000 2,725
--------
9,105
--------
SPAIN -- 2.5%
Banco Bilbao-Vizcaya 23,480 627
Banco de Santander 19,200 689
Banco Intercon 11,800 969
Banco Popular 8,000 1,019
Iberdrola 293,900 1,843
Repsol 33,800 968
Telefonica de Espana 143,000 1,788
Viscofan Envoltura 30,400 398
--------
8,301
--------
SWEDEN -- 1.0%
Autoliv AB* 10,000 369
Pharmacia AB 103,000 1,898
Trelleborg AB "B"* 80,000 1,109
--------
3,376
--------
SWITZERLAND -- 2.5%
Holderbank Glarus 2,250 1,670
Nestle SA 2,020 1,954
Roche Holdings 354 1,964
Schweiz Ruckversicherung 3,210 1,927
Zurich Versicherung 800 766
--------
8,281
--------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- -----------------------------------------------
<S> <C> <C>
UNITED KINGDOM -- 17.6%
AAH Holdings 60,000 $ 406
ASDA Group 630,000 675
Bass 170,000 1,359
BAT Industries 210,347 1,385
Booker 102,000 604
British Gas 859,000 3,956
British Petroleum 411,385 2,578
BTR 211,000 1,047
Charter 98,650 1,165
Courtaulds 30,000 199
Dixons Group 301,000 1,000
Guinness 263,500 1,733
Hillsdown Holdings 457,000 1,287
HSBC Holdings 83,000 872
HSBC Holdings 40,300 423
Imperial Metal 40,000 196
Lasmo* 449,998 1,097
Lloyds Abbey Life 160,000 868
Lloyds Bank 350,200 3,176
London Electricty 35,000 398
Marks & Spencer 164,000 967
Midlands Electric 39,600 460
Mirror Group 196,000 419
National Power 65,000 477
National Westminster 256,500 1,952
Northern Foods 310,000 1,001
Ocean Group 239,500 1,057
Peninsular & Oriental 209,700 1,872
Reckitt & Coleman 10,625 105
Royal Insurance 407,500 1,799
RTZ 155,955 1,818
Sainsbury (J) 149,490 970
Scottish Power 190,000 986
Sears 586,000 918
Smith (Wh) Group 97,000 637
Smithkline Beecham Units 533,628 4,074
Storehouse 283,000 996
Sun Alliance Group 343,900 1,693
T & N 1,070,000 2,726
Tesco 475,000 1,883
Thames Water 245,500 1,853
Thorn EMI 86,290 1,422
Unilever 43,000 796
Whitbread "A" 170,000 1,447
Yorkshire Water 131,000 1,064
--------
57,816
--------
Total Foreign Common Stocks
(Cost $322,366) 324,195
--------
</TABLE>
<PAGE>
STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
CORE INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Face Amount Value
Description (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C>
REPURCHASE AGREEMENT -- 0.6%
J.P. Morgan
6.01%, dated 2/28/95, matures 3/1/95, repurchase price
$2,099,539 (collateralized by Federal National Mortgage
Association, 7.375%, due 12/25/21, par value
$2,298,052; market value $2,155,098) $ 2,100 $ 2,100
--------
Total Repurchase Agreement
(Cost $2,100) 2,100
--------
Total Investments -- 99.3%
(Cost $324,466) 326,295
--------
OTHER ASSETS AND LIABILITIES -- 0.7%
Other Assets and Liabilities, Net 2,259
--------
NET ASSETS:
Portfolio shares of Class A (unlimited authorization --
no par value) based on 34,249,039 outstanding shares
of beneficial interest 318,688
Portfolio shares of ProVantage Funds (unlimited
authorization -- no par value) based on 5,286 shares of
beneficial interest 55
Accumulated net realized gain on investments 17,784
Accumulated net realized loss on foreign currency
transactions (8,715)
Net unrealized depreciation on forward foreign currency
contracts, foreign currencies and translation of other
assets and liabilities denominated in foreign
currencies (1,056)
Net unrealized appreciation on investments 1,829
Accumulated net investment loss (31)
--------
Total Net Assets -- 100.0% $328,554
========
Net Asset Value, Offering and Redemption Price Per
Share -- Class A $ 9.59
========
Net Asset Value and Redemption Price Per Share --
ProVantage Funds $ 9.56
========
Maximum Offering Price Per Share -- ProVantage Funds
($9.56 / 95%) $ 10.06
========
</TABLE>
*Non-income producing security
ADRAmerican Depository Receipt
EUROPEAN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- --------------------------------------------------
<S> <C> <C>
FOREIGN COMMON STOCKS -- 94.3%
BELGIUM -- 1.3%
Solvay 900 $ 466
---------
DENMARK -- 1.2%
ISS International 13,700 423
---------
FINLAND -- 1.2%
Nokia 2,880 433
---------
FRANCE -- 10.1%
Carrefour 1,540 629
Cetelem 2,500 443
Cie de Saint Gobain 3,600 424
Cie Generale des Eaux 4,080 378
Credit Foncier de France 2,790 363
Galeries Lafayette 750 307
LVMH Moet Hennessey 3,890 621
Societe Nationale Elf Aquitaine 7,000 502
---------
3,667
---------
GERMANY -- 9.8%
BASF 2,200 487
Beiersdorf 517 344
Hoechst 1,860 414
Hornbach Baumarket New 200 119
Hornbach Holdings 330 329
Jungheinrich 1,950 451
Rhon Klinikum 460 309
SAP 745 621
Wella 680 468
---------
3,542
---------
ITALY -- 2.7%
Ansaldo Transport 125,920 324
Benetton Group 15,000 144
Mediobanca Warrants* 272 --
STET 189,000 526
---------
994
---------
NETHERLANDS -- 5.6%
ABN Amro Holdings 9,018 328
Boskalis Westminster 15,150 297
Reed Elsevier 51,000 499
International Nederlanden 7,820 383
Royal Dutch Petroleum 4,630 523
---------
2,030
---------
NORWAY -- 1.9%
Norsk Hydro 12,000 456
Saga Petroleum "B" 17,640 219
---------
675
---------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ----------------------------------------------------
<S> <C> <C>
SPAIN -- 6.7%
Autopistas Cesa 36,362 $ 302
Continente* 19,150 392
Empresa Nacional de Electricidad 8,700 380
Fomento de Construcciones Contratas 4,300 356
Gas Natural SDG 4,450 391
Telefonica de Espana 50,000 625
-------
2,446
-------
SWEDEN -- 9.9%
AGA Free "B" 61,000 654
Astra Free "B" 8,300 206
Electrolux "B" 7,000 353
Kalmar Industries* 25,000 345
Marieberg Tidnings "A" 14,000 334
Mo Och Domsjo "B"* 10,150 507
Svenska Cellulosa* 28,000 497
Svenskt Stal "B" 7,300 328
Volvo Free "B" 19,100 383
-------
3,607
-------
SWITZERLAND -- 7.3%
Brown Boveri & Cie 590 515
Holderbank Glarus 697 517
Nestle SA 545 527
Roche Holdings 120 666
Societe Generale de Surveillance 295 430
-------
2,655
-------
UNITED KINGDOM -- 36.6%
Abbey National 60,000 418
Argyll Group 30,000 128
BAT Industries 60,000 395
Blue Circle Industries 59,000 239
Britannic Assurance 16,000 130
British Aerospace 36,000 268
British Aerospace New 4,000 30
British Airways 53,000 327
British Petroleum 116,000 727
British Sky Broadcasting* 86,000 345
British Telecommunications 104,400 624
BTR 70,000 347
Commercial Union 38,458 308
Dalgety 51,000 343
De La Rue 23,000 373
English China Clay 17,750 96
General Electric 67,000 308
Glaxo Holdings 38,700 388
Granada Group 56,000 451
Grand Metropolitan 69,500 421
Great Universal Stores 33,000 266
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- --------------------------------------------------------------------------
<S> <C> <C>
Hammerson "A" 51,500 $ 264
Harrison & Crossfield 62,000 140
Heath, C.E. 18,000 70
Lasmo* 100,000 244
Lex Service 24,000 106
MEPC 23,000 144
Morrison Supermarket 87,000 191
Mowlem, John* 40,400 57
Next 59,000 244
Prudential 74,000 357
Reckitt & Coleman 46,625 462
Reuters Holdings 55,000 386
Rothman Units 58,000 412
Royal Insurance 71,499 316
Saatchi & Saatchi* 63,159 92
Scottish Power 60,000 311
Sears 95,000 149
Sedgwick Group 95,000 233
Severn Trent 31,500 251
Smithkline Beecham Units 93,000 710
Smiths Industries 51,000 351
Tate & Lyle 57,000 392
Williams Holdings 85,000 440
-------
13,254
-------
Total Foreign Common Stocks
(Cost $34,071) 34,192
-------
FOREIGN PREFERRED STOCKS -- 0.0%
NETHERLANDS -- 0.0%
International Nederlanden* 1,012 5
-------
Total Foreign Preferred Stocks
(Cost $1) 5
-------
Total Investments -- 94.3% (of net assets) (Cost $34,072) $34,197
=======
</TABLE>
*Non-income producing security
PACIFIC BASIN EQUITY PORTFOLIO
<TABLE>
<S> <C> <C>
FOREIGN COMMON STOCKS -- 93.1%
AUSTRALIA -- 4.6%
Amcor 16,000 $115
Australia & New Zealand Bank Group 36,000 126
Australian National 30,000 30
Broken Hill Proprietary 19,000 262
CRA 10,000 128
John Fairfax 68,000 142
Mayne Nickless 26,000 118
Newscorp 40,000 178
Normandy Poseidon 50,000 64
</TABLE>
<PAGE>
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
PACIFIC BASIN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- --------------------------------------------------
<S> <C> <C>
Oil Search 75,000 $ 49
Pancontinental Mining 60,000 77
Western Mining 31,125 167
Woodside Petroleum 17,000 63
-------
1,519
-------
HONG KONG -- 10.0%
Cheung Kong Holdings 71,000 309
Citic Pacific 80,000 199
Hong Kong & Shanghai Hotels 48,000 56
Hong Kong Electric 97,000 290
Hong Kong Telecommunications 190,800 343
HSBC Holdings 37,090 390
Hutchison Whampoa 103,000 437
Mandarin Oriental 272,718 323
Sun Hung Kai Properties 49,200 331
Swire Pacific "A" 46,000 323
Wharf Holdings 91,000 313
-------
3,314
-------
JAPAN -- 61.8%
Amada 34,000 338
Aoyama Trading 2,000 34
Bridgestone 54,000 738
Canon 23,000 343
Canon Sales 4,000 91
Chain Store Okuwa 5,000 96
Credit Saison 11,000 194
Dai Tokyo Fire & Marine Insurance 15,000 96
Daiwa Securities 30,000 336
DDI 30 223
Denny's 8,000 245
East Japan Railway 107 472
Familymart 5,040 233
Fuji Photo Film 11,000 236
Glory 4,000 111
Hirose Electric 4,000 213
Innotech 2,000 62
Ito Yokado 15,000 684
Japan Airport Terminal 18,000 196
Japan Associated Finance 2,000 215
Kahma 8,000 216
Koa Fire & Marine Insurance 31,000 170
Kobe Steel 45,000 116
Koito Industries 5,000 55
Kokusai Electric 6,000 100
Kuraray 20,000 207
Mabuchi Motor 3,000 187
Makita 22,000 342
Matsushita Electric 48,000 696
Mitsubishi 59,000 636
Mitsubishi Electric 108,000 702
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ----------------------------------------------
<S> <C> <C>
Mitsubishi Gas Chemical 67,000 $ 274
Mitsubishi Motor 39,000 323
Mitsubishi Trust & Banking 36,000 511
Mitsui 77,000 534
Mitsui Petrochem 21,000 148
Mos Food Services 2,000 60
Mr. Max 4,200 90
Murata Manufacturing 16,000 529
National House 8,000 136
New Oji Paper 55,000 526
Nippon Shinpan 27,000 201
Nippon Steel 85,000 298
Nippon Television 1,000 205
Nomura Securities 22,000 381
Okinawa Electric Power 4,000 110
Omron 12,000 204
Sangetsu 5,000 132
Sankyo 16,000 376
Santen Pharmaceutical 5,000 127
Seino Transportation 19,000 299
Sekisui House 33,000 373
Seven Eleven 1,100 72
Shimachu 8,000 210
Shimamura 5,500 204
Shinetsu 11,000 178
Showa Shell Sekiyo 53,000 593
Sony 4,000 174
Sony Music Entertainment 2,000 91
Sumitomo Electric 7,000 80
Sumitomo Forestry 20,000 280
Taisho Pharmaceutical 7,000 119
Takashimaya 12,000 158
Toho 3,000 472
Tokio Marine & Fire Insurance 57,000 596
Tokyo Broadcasting System 23,000 312
Tokyo Electronics 13,000 343
Toray Industries 31,000 195
Toshiba 120,000 759
Toyota Motor 47,000 847
Yamanouchi Pharmaceutical 4,000 78
Yokogawa Electric 27,000 247
-------
20,428
-------
MALAYSIA -- 3.9%
Genting Berhad 33,500 290
Larut Consolidated 87,500 120
Larut Convertable Loan Stock* 42,000 12
Larut Warrants* 42,000 30
Malayan Banking 37,500 248
New Straits Times Press 33,000 91
Perusahaan Otomobil 48,000 169
Renong Berhad 47,000 64
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- --------------------------------------------------------------------------
<S> <C> <C>
Technology Resources 40,000 $ 137
Telekom Malaysia 18,000 126
-------
1,287
-------
NEW ZEALAND -- 1.7%
Carter Holt Harvey 255,511 563
-------
SINGAPORE -- 4.1%
DBS Land 32,000 84
Development Bank of Singapore "F" 18,000 174
Jurong Ship Yard 18,000 150
Keppel 25,000 200
Singapore International Airlines "F" 26,000 260
Singapore Press "F" 12,400 213
United Overseas Bank "F" 28,187 275
-------
1,356
-------
SOUTH KOREA -- 7.0%
Daewoo Securities 5,000 147
Goldstar 13,776 478
Hanil Bank 1,500 17
Hanshin 8,000 160
Korea Electric Power 14,700 477
Pohang Iron & Steel 7,000 545
Samsung Electronic 2,040 295
Shinhan Bank 8,000 156
Shinhan Bank (New) 1,468 29
-------
2,304
-------
Total Foreign Common Stocks
(Cost $35,397) 30,771
-------
FOREIGN PREFERRED STOCKS -- 0.3%
AUSTRALIA -- 0.1%
Newscorp 10,500 42
-------
SOUTH KOREA -- 0.2%
Hanshin 5,500 67
-------
Total Foreign Preferred Stocks
(Cost $156) 109
-------
Total Investments -- 93.4% (of net assets) (Cost $35,553) $30,880
=======
</TABLE>
*Non-income producing security
EMERGING MARKETS EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- ---------------------------------------------------------
<S> <C> <C>
FOREIGN COMMON STOCKS -- 77.8%
ARGENTINA -- 3.0%
Central Costanera 11,500 $ 28
Ciadea SA* 2,800 15
IRSA GDS* 3,400 66
Perez Companc 16,200 52
------
161
------
BRAZIL -- 5.3%
Brazil Fund 6,400 169
Cia Vale Do Rio Doce ADR 1,500 55
Telebras ADR 2,000 59
------
283
------
CHILE -- 5.1%
Banco Osorno ADS* 7,700 81
Chilgener ADR 7,000 164
Maderas Y Sintecticos Sociedad ADR 1,500 26
------
271
------
CHINA -- 0.4%
Huaneng Power ADS* 1,300 20
------
GREECE -- 1.5%
Hellenic Bottling 2,210 79
------
HONG KONG -- 4.3%
CDL Hotels International 116,000 50
Guang Dong Investment 96,000 44
Johnson Electric Holdings 22,000 44
MC Packaging 70,000 23
Shangri-La Asia 42,000 43
Siu-Fung Ceramics 160,000 23
------
227
------
INDIA -- 1.8%
India Investment Fund 9,500 94
------
INDONESIA -- 4.9%
Indonesia Satellite ADR* 4,100 146
Indorayon 14,000 35
Semen Gresik "F" 17,000 79
------
260
------
KOREA -- 2.1%
Korea Equity Fund 3,400 27
Korea Fund 1,400 27
Korea Investment Fund 4,600 57
------
111
------
</TABLE>
<PAGE>
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
EMERGING MARKETS EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- -------------------------------------------------------
<S> <C> <C>
MALAYSIA -- 13.7%
Arab Malaysian Merchant Bank 31,000 $ 288
IJM Corp Berhad 36,000 124
Resorts World Berhad 15,000 81
United Engineers 42,000 234
------
727
------
MEXICO -- 1.8%
Cemex SA "B" 3,000 7
Kimberly Clark "A" 1,000 7
Panamerican Beverages ADR 695 17
Penoles* 5,000 10
Telefonos de Mexico ADS 1,900 53
------
94
------
PHILIPPINES -- 6.0%
Ayala "B" 38,800 52
Bacnotan Cement* 51,200 62
Manila Mining "B" 5,100,000 20
Petron 121,000 88
Philippine Long Distance ADR 1,650 98
------
320
------
SINGAPORE -- 10.1%
City Developments 8,000 39
Singapore International Airlines 13,000 130
Singapore Press "F" 5,000 86
United Overseas Bank "F" 29,000 282
------
537
------
SOUTH AFRICA -- 0.9%
Anglo American 500 27
Barlow 2,200 22
------
49
------
SOUTH KOREA -- 1.5%
Korea Electric Power ADR 2,050 38
Pohang Iron & Steel ADS 1,600 41
------
79
------
TAIWAN -- 2.6%
Taiwan (ROC) Fund* 6,800 76
Taiwan Equity Fund 5,200 59
------
135
------
THAILAND -- 12.8%
Electricity Generating* 66,300 169
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/Face Market
Description Amount (000)(1) Value (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
Siam Cement 4,300 $ 258
Thai Farmers Bank 30,200 250
------
677
------
Total Foreign Common Stocks
(Cost $4,070) 4,124
------
Total Investments -- 77.8% (of net assets) (Cost
$4,070) $4,124
======
*Non-income producing security
ADRAmerican Depository Receipt
ADSAmerican Depository Shares
GDS Global Depository Shares
INTERNATIONAL FIXED
INCOME PORTFOLIO
FOREIGN BONDS -- 85.3%
AUSTRALIA -- 1.2%
Australian Government
8.750%, 01/15/01 705 $ 498
------
BELGIUM -- 2.4%
Kingdom of Belgium
9.000%, 06/27/01 15,000 527
7.250%, 04/29/04 15,000 470
------
997
------
CANADA -- 1.8%
Canadian Government
7.500%, 12/01/03 35 24
6.500%, 06/01/04 615 386
9.250%, 06/01/22 255 193
9.000%, 06/01/25 240 178
------
781
------
DENMARK -- 4.1%
Kingdom of Denmark
8.000%, 11/15/01 4,320 719
8.000%, 05/15/03 6,300 1,041
------
1,760
------
FRANCE -- 9.6%
French Treasury Bill
5.920%, 04/20/95 8,500 1,643
Government of France OAT
9.500%, 01/25/01 3,200 673
5.500%, 04/25/04 4,310 709
8.500%, 10/25/08 5,260 1,061
------
4,086
------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Amount Market
Description (000)(1) Value (000)
- ---------------------------------------------------
<S> <C> <C>
GERMANY -- 18.8%
Bundesrepublic
9.000%, 10/20/00 2,095 $ 1,557
Bundesschatzanweisungen
6.875%, 02/24/99 1,295 890
Deutschland Republic
6.250%, 01/04/24 625 354
Deutschland Republic Float
5.280%, 09/20/04 1,100 746
KFW International Finance
6.625%, 04/15/03 1,140 739
Treuhandanstalt
7.125%, 01/29/03 210 141
7.500%, 09/09/04 5,190 3,581
-------
8,008
-------
ITALY -- 4.8%
Italian Government BTPS
8.500%, 04/01/99 2,675,000 1,408
8.500%, 08/01/99 1,190,000 619
-------
2,027
-------
JAPAN -- 25.8%
Asian Development Bank
5.000%, 02/05/03 226,000 2,413
Export-Import Bank
4.375%, 10/01/03 250,000 2,566
Japanese Development Bank
5.000%, 10/01/99 50,000 544
Republic of Austria
6.250%, 10/16/03 173,000 2,009
3.750%, 02/03/09 5,000 46
Republic of Finland
6.000%, 01/29/02 130,000 1,466
World Bank
4.500%, 06/20/00 65,000 691
4.500%, 03/20/03 120,000 1,252
-------
10,987
-------
NETHERLANDS -- 5.6%
Kingdom of Netherlands
6.500%, 01/15/99 137 83
Netherlands Government
6.250%, 07/15/98 878 527
7.500%, 06/15/99 800 498
8.500%, 03/15/01 350 227
7.250%, 10/01/04 1,725 1,038
-------
2,373
-------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Amount Market
Description (000)(1) Value (000)
- -----------------------------------------------------------
<S> <C> <C>
NEW ZEALAND -- 2.6%
New Zealand Government
9.000%, 11/15/96 1,150 $ 728
6.500%, 02/15/00 255 147
8.000%, 04/15/04 150 92
New Zealand Treasury Bill
8.810%, 04/05/95 200 126
-------
1,093
-------
NORWAY -- 0.6%
Government of Norway
9.500%, 10/31/02 1,600 271
-------
SPAIN -- 1.1%
Kingdom of Spain
10.300%, 06/15/02 14,400 104
8.000%, 05/30/04 60,000 372
-------
476
-------
SWEDEN -- 0.8%
Kingdom of Sweden
10.250%, 05/05/03 1,800 242
Swedish Treasury Note
11.000%, 01/21/99 800 112
-------
354
-------
UNITED KINGDOM -- 6.1%
European Investment Bank
7.000%, 03/30/98 200 302
United Kingdom Treasury
10.000%, 02/26/01 415 695
6.750%, 11/26/04 90 125
8.500%, 12/07/05 245 384
8.750%, 08/25/17 680 1,106
-------
2,612
-------
Total Foreign Bonds
(Cost $35,283) 36,323
-------
U. S. TREASURY OBLIGATIONS -- 4.5%
U.S. Treasury Bills
5.750%, 03/23/95 $ 400 399
5.400%, 04/06/95 1,300 1,293
U.S. Treasury Note
7.750%, 01/31/00 20 21
5.875%, 02/15/04 140 128
10.375%, 11/15/12 20 25
7.500%, 11/15/24 35 35
-------
1,901
-------
Total U. S. Treasury Obligations
(Cost $1,896) 1,901
-------
</TABLE>
<PAGE>
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Amount Market
Description (000)(1) Value (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
REPURCHASE AGREEMENT -- 4.7%
Prudential Mortgage
6.01%, dated 2/28/95, matures 3/1/95, repurchase
price $2,010,980 (collateralized by Federal
National Mortgage Association, 9.00%, due 2/1/23,
par value $12,485,623; market value $2,051,200) $ 2,011 $ 2,011
-------
Total Repurchase Agreement
(Cost $2,011) 2,011
-------
FOREIGN CURRENCY OPTIONS -- 0.1%
UNITED STATES -- 0.1%
German Deutschmark Call
04/17/95 1,203 1
06/23/95 1,863 44
-------
45
-------
Total Foreign Currency Options
(Cost $28) 45
-------
Total Investments -- 94.6% (of net assets) (Cost
$39,218) $40,280
=======
</TABLE>
(1)In local currency
The accompanying notes are an integral part of the financial statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES (000)
- --------------------------------------------------------------------------------
February 28, 1995
<TABLE>
<CAPTION>
-------- ------------ -------------- -------------
EUROPEAN PACIFIC EMERGING INTERNATIONAL
EQUITY BASIN EQUITY MARKETS EQUITY FIXED INCOME
-------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities
(Cost $34,072, $35,553,
$4,070, and $39,218,
respectively) $34,197 $30,880 $4,124 $40,280
Cash and foreign currency 3,093 2,062 3,240 1,772
Dividends and interest
receivable 102 15 -- 893
Investment securities sold 500 104 -- 3,541
Other assets 300 275 173 842
------- ------- ------ -------
Total assets 38,192 33,336 7,537 47,328
------- ------- ------ -------
LIABILITIES:
Investment securities
purchased 1,784 -- 2,227 4,582
Other liabilities 130 288 10 166
------- ------- ------ -------
Total liabilities 1,914 288 2,237 4,748
------- ------- ------ -------
NET ASSETS:
Portfolio shares of Class
A (unlimited
authorization -- no par
value) based on
3,662,624, 3,783,728,
516,020 and 4,086,471
respectively, outstanding
shares of beneficial
interest 36,439 37,766 5,240 41,893
Accumulated net realized
loss on investments (165) (37) -- (927)
Accumulated net realized
gain (loss) on foreign
currency transactions (98) 73 1 (374)
Net unrealized
appreciation
(depreciation) on forward
foreign currency
contracts, foreign
currencies and
translation of other
assets and liabilities
denominated in foreign
currencies (13) (81) (1) 472
Net unrealized
appreciation
(depreciation) on
investments 125 (4,673) 54 1,062
Undistributed net
investment income (loss) (10) -- 6 454
------- ------- ------ -------
Net assets $36,278 $33,048 $5,300 $42,580
======= ======= ====== =======
NET ASSET VALUE, OFFERING
AND REDEMPTION PRICE PER
SHARE -- CLASS A $ 9.90 $ 8.73 $10.27 $ 10.42
======= ======= ====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
STATEMENT OF OPERATIONS (000)
- --------------------------------------------------------------------------------
For the period ended February 28, 1995
<TABLE>
<CAPTION>
------------- --------- --------- --------- -------------
CORE PACIFIC EMERGING
INTERNATIONAL EUROPEAN BASIN MARKETS INTERNATIONAL
EQUITY EQUITY(1) EQUITY(2) EQUITY(3) FIXED INCOME
------------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ 11,275 $ 471 $ 136 -- --
Interest 1,985 80 59 $ 13 $1,946
Less: Foreign Taxes Withheld (1,483) (73) (17) -- --
-------- ----- ------- ---- ------
Total Investment Income 11,777 478 178 13 1,946
-------- ----- ------- ---- ------
EXPENSES:
Management fees 2,729 164 159 2 206
Less management fees waived (77) (57) (76) (2) (84)
Reimbursement by
manager -- -- -- (9) --
Investment advisory
fees 1,516 67 80 4 103
Less investment
advisory fees waived -- -- -- -- (17)
Custodian/wire agent fees 524 23 24 5 36
Professional fees 147 10 11 1 15
Registration & filing
fees 11 15 15 2 10
Printing fees 142 9 9 -- 13
Trustee fees 25 1 1 -- 2
Pricing fees 39 8 10 1 8
Distribution fees 562 22 21 1 40
Amortization of
deferred
organization costs 8 5 5 -- 9
Miscellaneous fees 14 -- -- 2 2
-------- ----- ------- ---- ------
Total Expenses 5,640 267 259 7 343
-------- ----- ------- ---- ------
NET INVESTMENT INCOME (LOSS) 6,137 211 (81) 6 1,603
-------- ----- ------- ---- ------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY
TRANSACTIONS:
Net realized gain
(loss) from security transactions 36,204 (165) (37) -- (927)
Net realized gain
(loss) on forward
foreign currency
contracts and foreign
currency transactions (25,138) (154) (74) 1 670
Net change in
unrealized
appreciation (depreciation)
on forward foreign currency
contracts, foreign currencies
and translation of
other assets and
liabilities
denominated in foreign
currencies 10,819 (13) (81) (1) 313
Net change in
unrealized
appreciation (depreciation)
on investments (58,990) 125 (4,673) 54 1,420
-------- ----- ------- ---- ------
NET INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS $(30,968) $ 4 $(4,946) $ 60 $3,079
======== ===== ======= ==== ======
</TABLE>
(1) European Equity commenced operations on April 29, 1994.
(2) Pacific Basin Equity commenced operations on April 29, 1994.
(3) Emerging Markets Equity commenced operations on January 17, 1995.
The accompanying notes are an integral part of the financial statements.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (000)
- --------------------------------------------------------------------------------
For the periods ended February 28
<TABLE>
<CAPTION>
-------------------- --------- --------- --------- -----------------
CORE PACIFIC EMERGING INTERNATIONAL
INTERNATIONAL EUROPEAN BASIN MARKETS FIXED
EQUITY EQUITY(1) EQUITY(2) EQUITY(3) INCOME(4)
-------------------- --------- --------- --------- -----------------
1995 1994 1995 1995 1995 1995 1994
-------------------- --------- --------- --------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income
(loss) $ 6,137 $ 5,010 $ 211 $ (81) $ 6 $ 1,603 $ 270
Net realized gain (loss)
from security
transactions 36,204 8,679 (165) (37) -- (927) 67
Net realized gain (loss)
on forward foreign
currency contracts and
foreign currency
transactions (25,138) 1,305 (154) (74) 1 670 32
Net change in unrealized
appreciation
(depreciation) on
forward foreign
currency contracts,
foreign currencies and
translation of other
assets and liabilities
denominated in foreign
currencies 10,819 (13,616) (13) (81) (1) 313 159
Net change in unrealized
appreciation
(depreciation) on
investments (58,990) 64,790 125 (4,673) 54 1,420 (357)
--------- --------- ------- ------- ------ -------- -------
Net increase (decrease)
in net assets from
operations (30,968) 66,168 4 (4,946) 60 3,079 171
--------- --------- ------- ------- ------ -------- -------
DIVIDENDS DISTRIBUTED
FROM:
Net investment income:
Class A -- (4,197) (165) -- -- (2,335) (161)
ProVantage Funds -- -- -- -- -- -- --
Net realized gains:
Class A (23,038) -- -- -- -- (67) --
ProVantage Funds (2) -- -- -- -- -- --
--------- --------- ------- ------- ------ -------- -------
Total dividends
distributed (23,040) (4,197) (165) -- -- (2,402) (161)
--------- --------- ------- ------- ------ -------- -------
CAPITAL SHARE
TRANSACTIONS (1):
Class A:
Proceeds from shares
issued 340,533 386,567 41,513 49,353 5,264 36,006 25,391
Shares issued in lieu
of cash distributions 14,427 2,264 144 -- -- 1,486 99
Cost of shares
repurchased (475,951) (125,591) (5,218) (11,359) (24) (19,267) (1,822)
--------- --------- ------- ------- ------ -------- -------
Increase (decrease) in
net assets derived
from Class A (120,991) 263,240 36,439 37,994 5,240 18,225 23,668
--------- --------- ------- ------- ------ -------- -------
ProVantage Funds:
Proceeds from shares
issued 53 -- -- -- -- -- --
Shares issued in lieu
of cash distributions 2 -- -- -- -- -- --
Cost of shares
repurchased -- -- -- -- -- -- --
--------- --------- ------- ------- ------ -------- -------
Increase in net assets
derived from
ProVantage Funds 55 -- -- -- -- -- --
--------- --------- ------- ------- ------ -------- -------
INCREASE (DECREASE) IN
NET ASSETS DERIVED FROM
CAPITAL SHARE
TRANSACTIONS (120,936) 263,240 36,439 37,994 5,240 18,225 23,668
--------- --------- ------- ------- ------ -------- -------
Net increase
(decrease) in net
assets (174,944) 325,211 36,278 33,048 5,300 18,902 23,678
NET ASSETS:
Beginning of period 503,498 178,287 -- -- -- 23,678 --
--------- --------- ------- ------- ------ -------- -------
End of period $ 328,554 $ 503,498 $36,278 $33,048 $5,300 $ 42,580 $23,678
========= ========= ======= ======= ====== ======== =======
(1) CAPITAL SHARE
TRANSACTIONS:
Class A:
Shares issued 32,225 37,661 4,171 5,018 518 3,504 2,483
Shares issued in lieu
of cash distributions 1,437 219 15 -- -- 150 10
Shares repurchased (45,194) (12,060) (523) (1,234) (2) (1,882) (178)
--------- --------- ------- ------- ------ -------- -------
Total Class A
transactions (11,532) 25,820 3,663 3,784 516 1,772 2,315
--------- --------- ------- ------- ------ -------- -------
ProVantage Funds:
Shares issued 5 -- -- -- -- -- --
Shares issued in lieu
of cash distributions -- -- -- -- -- -- --
Shares repurchased -- -- -- -- -- -- --
--------- --------- ------- ------- ------ -------- -------
Total ProVantage Funds
transactions 5 -- -- -- -- -- --
--------- --------- ------- ------- ------ -------- -------
Net increase
(decrease) in capital
shares (11,527) 25,820 3,663 3,784 516 1,772 2,315
========= ========= ======= ======= ====== ======== =======
</TABLE>
(1) European Equity commenced operations on April 29, 1994.
(2) Pacific Basin Equity commenced operations on April 29, 1994.
(3) Emerging Markets Equity commenced operations on January 17, 1995.
(4) International Fixed Income commenced operations on September 1, 1993.
The accompanying notes are an integral part of the financial statements.
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the period ended February 28, 1995
For a Share Outstanding Throughout each Period
<TABLE>
<CAPTION>
Net Asset Distributions Distributions
Value Net Net Realized and from Net from Net Asset Net Assets
Beginning Investment Unrealized Investment Realized Capital Return Value End Total End of
of Period Income/(Loss) Gains/(Losses) Income(6) Gains of Capital of Period Return Period(000)
- ----------------------------------------------------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
-----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
1995 $11.00 $ 0.15 $(0.97) -- $(0.59) -- $ 9.59 (7.67)% $328,503
1994 8.93 0.13 2.05 $(0.11) -- -- 11.00 24.44 503,498
1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287
1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456
1991 9.62 0.18 (0.14) -- (0.01) $(0.09) 9.56 0.36 35,829
PROVANTAGE FUNDS
1995(1) $10.81 $ 0.01 $(0.67) -- $(0.59) -- $ 9.56 (6.33)% $ 51
<CAPTION>
EUROPEAN EQUITY PORTFOLIO
-------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
1995(2) $10.00 $ 0.06 $(0.11) $(0.05) -- -- $ 9.90 (0.40)% $ 36,278
<CAPTION>
PACIFIC BASIN EQUITY PORTFOLIO
------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
1995(3) $10.00 $(0.02) $(1.25) -- -- -- $ 8.73 (12.70)% $ 33,048
<CAPTION>
EMERGING MARKETS EQUITY PORTFOLIO
---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
1995(4) $10.00 $ 0.01 $ 0.26 -- -- -- $10.27 2.70% $ 5,300
<CAPTION>
INTERNATIONAL FIXED INCOME PORTFOLIO
------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
1995 $10.23 $ 0.43 $0.40 $ (0.62) $(0.02) -- $10.42 8.43% $ 42,580
1994(5) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678
<CAPTION>
Ratio of
Ratio of Net Investment
Ratio of Expenses Income (Loss)
Ratio of Net Investment to Average to Average
Expenses Income (Loss) Net Assets Net Assets Portfolio
to Average to Average (Excluding (Excluding Turnover
Net Assets Net Assets Waivers) Waivers) Rate
- ----------------------------------------------------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
-----------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A
1995 1.19% 1.30% 1.21% 1.28% 64%
1994 1.10 1.46 1.24 1.32 19
1993 1.10 1.80 1.53 1.37 23
1992 1.10 2.07 1.52 1.63 79
1991 1.10 3.52 1.64 2.98 14
PROVANTAGE FUNDS
1995(1) 1.47% 0.42% 1.48% 0.41% 64%
<CAPTION>
EUROPEAN EQUITY PORTFOLIO
-------------------------
<S> <C> <C> <C> <C> <C>
CLASS A
1995(2) 1.30% 1.02% 1.57% 0.75% 29%
<CAPTION>
PACIFIC BASIN EQUITY PORTFOLIO
------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A
1995(3) 1.30% (0.41)% 1.68% (0.79)% 9%
<CAPTION>
EMERGING MARKETS EQUITY PORTFOLIO
---------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A
1995(4) 1.95% 1.79% 4.98% (1.24)% --
<CAPTION>
INTERNATIONAL FIXED INCOME PORTFOLIO
------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A
1995 1.00% 4.68% 1.30% 4.38% 303%
1994(5) 1.00 3.81 1.61 3.20 126
</TABLE>
(1) Core International Equity ProVantage Funds shares were offered beginning
May 1, 1994. All ratios for that period have been annualized.
(2) European Equity Class A shares were offered beginning April 29, 1994. All
ratios for that period have been annualized.
(3) Pacific Basin Equity Class A shares were offered beginning April 29, 1994.
All ratios for that period have been annualized.
(4) Emerging Markets Equity Class A shares were offered beginning January 17,
1995. All ratios for that period have been annualized.
(5) International Fixed Income Class A shares were offered beginning September
1, 1993. All ratios for that period have been annualized.
(6) Distributions from net investment income include distributions of certain
foreign currency gains and losses.
The accompanying notes are an integral part of the financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
February 28, 1995
1. ORGANIZATION
SEI International Trust (the "Trust") was organized as a Massachusetts business
trust under a Declaration of Trust dated June 30, 1988. The operations of the
Trust commenced on December 20, 1989.
2. SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940, as amended,
as an open-end management investment company with five portfolios: the Core In-
ternational Equity Portfolio (formerly the International Equity Portfolio), the
European Equity Portfolio, the Pacific Basin Equity Portfolio, the Emerging
Markets Equity Portfolio and the International Fixed Income Portfolio (together
the "Portfolios"). The Trust is registered to offer Class A shares for all
portfolios and ProVantage Funds shares of the Core International Equity Portfo-
lio. The following is a summary of significant accounting policies followed by
the Portfolios.
Security Valuation--Securities listed on a securities exchange for which mar-
ket quotations are readily available are valued at the last quoted sales price
for such securities, or if there is no such reported sale on the valuation
date, at the most recent quoted bid price. Unlisted securities for which market
quotations are readily available are valued at the most recent quoted bid
price. Short-term investments may be valued at amortized cost which approxi-
mates market value.
Federal Income Taxes--It is the intention of each Portfolio to continue to
qualify as a regulated investment company and to distribute all of its taxable
income. Accordingly, no provision for Federal income taxes is required in the
accompanying financial statements.
Net Asset Value Per Share--The net asset value per share of each Portfolio is
calculated on each business day. It is computed by dividing the assets of the
portfolio, less its liabilities, by the number of outstanding shares of the
portfolio.
Repurchase Agreements--Securities pledged as collateral for repurchase agree-
ments are held by the custodian bank until maturity of the repurchase agree-
ments. Provisions of the repurchase agreements and procedures adopted by the
Trust require that the market value of the collateral, including accrued inter-
est thereon, is sufficient in the event of default by the counterparty.
The Portfolios may also invest in tri-party repurchase agreements. Securities
held as collateral for tri-party repurchase agreements are maintained in a seg-
regated account by the broker's custodian bank until maturity of the repurchase
agreement. Provisions of the agreements require that the market value of the
collateral, including accrued interest thereon, is sufficient in the event of
default.
If the counterparty defaults and the value of the collateral declines or if
the counterparty enters an insolvency proceeding, realization of the collateral
by the Portfolio may be delayed or limited.
Foreign Currency Translation--The books and records of the Portfolios are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following bases:
(I) market value of investment securities, other assets and liabilities at
the current rate of exchange; and
(II) purchases and sales of investment securities, income and expenses at the
relevant rates of exchange prevailing on the respective dates of such transac-
tions.
The Portfolios do not isolate that portion of gains and losses on investment
securities which is due to changes in the foreign exchange rates from that
which is due to changes in market prices of such securities.
The Portfolios report gains and losses on foreign currency related transac-
tions as realized and unrealized gains and losses for financial reporting pur-
poses, whereas such gains and losses are treated as ordinary income or loss for
Federal income tax purposes.
Forward Foreign Currency Contracts--The Portfolios enter into forward foreign
currency contracts as hedges against either specific transactions or portfolio
positions. The aggregate principal amounts of the contracts are not recorded as
the Portfolios do not intend to hold the contracts to maturity. All commitments
are "marked-to-market" daily at the applicable foreign exchange rate and any
resulting unrealized gains or losses are recorded currently. The Portfolios re-
alize gains or losses at the time for-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
- --------------------------------------------------------------------------------
February 28, 1995
ward contracts are extinguished. Unrealized gains or losses on outstanding po-
sitions in forward foreign currency contracts held at the close of the year
will be recognized as ordinary income or loss for federal income tax purposes.
Foreign Currency Options--Premiums paid by a portfolio for the purchase of an
option are included in the portfolio's Schedule of Investments as an investment
and subsequently marked to market to reflect the current market value of the
option. For an option held by a portfolio on the stipulated expiration date,
the portfolio realizes a gain or loss. If the portfolio enters into a closing
sale transaction, it realizes a gain or loss, depending on whether the proceeds
from the sale are greater or less than the cost of the purchased option. If the
portfolio exercises a purchased put option, it realizes a gain or loss from the
sale of the underlying investment and the proceeds from such sale will be de-
creased by the premium originally paid. If the portfolio exercises a purchased
call option, the cost of the underlying investment which the fund purchases
upon exercise will be increased by the premium originally paid.
Classes--Class-specific expenses are borne by that class. Income, expenses,
and realized and unrealized gains/losses are allocated to the respective clas-
ses on the basis of relative daily net assets.
Other--Security transactions are accounted for on the trade date of the secu-
rity purchase or sale. Costs used in determining net realized capital gains and
losses on the sale of investment securities are those of the specific securi-
ties sold. Purchase discounts and premiums on securities held by the Portfolios
are accreted and amortized to maturity using the scientific interest method,
which approximates the effective interest method. Distributions from net in-
vestment income and any net realized capital gains are generally made to Share-
holders annually. Dividend income is recognized on the ex-dividend date and in-
terest income is recognized using the accrual method.
The amounts of the distributions from net investment income and net realized
capital gains are determined in accordance with Federal income tax regulations,
which may differ from those amounts determined under generally accepted ac-
counting principles. The book/tax differences are either temporary or permanent
in nature. To the extent these differences are permanent, they are charged or
credited to paid-in capital in the period the difference arises.
During the fiscal year ended February 28, 1995 the following amounts relating
to permanent differences attributable to cumulative net operating losses and
differences in the characterization of certain foreign currency realized and
unrealized gains (losses) have been reclassified as follows:
<TABLE>
<CAPTION>
CORE PACIFIC
INTERNATIONAL BASIN
EQUITY EQUITY
(000) (000)
------------- -------
<S> <C> <C>
Paid-in Capital $(5,615) $(228)
Accumulated net realized gain on investments (2,288) --
Accumulated net realized gain (loss) on foreign currency
transactions 15,349 147
Undistributed net investment income (loss) (7,446) 81
</TABLE>
These reclassifications have no effect on net assets or net asset values per
share.
3. MANAGEMENT, INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS
SEI Financial Management Corporation (the "Manager"), a wholly owned subsidiary
of SEI Corporation, and the Trust are parties to a management agreement dated
August 30, 1988, under which the Manager provides management, administrative
and shareholder services to each Portfolio for an annual fee equal to .45% of
the average daily net assets of the Core International Equity Portfolio, .60%
of the average daily net assets of the International Fixed Income Portfolio,
.80% of the average daily net assets of the European Equity and the Pacific Ba-
sin Equity Portfolios and .65% of the average daily net assets of the Emerging
Markets Equity Portfolio . The Manager has agreed to waive all or a portion of
its fees in order to limit the operating expenses of the Portfolios to a speci-
fied percentage of its average daily net assets as follows:
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Core International Equity
Portfolio 1.25%
European Equity Portfolio 1.30%
Pacific Basin Equity
Portfolio 1.30%
Emerging Markets Equity
Portfolio 1.95%
International Fixed Income
Portfolio 1.00%
</TABLE>
In addition, the Trust and Manager have entered into a separate Transfer
Agent Agreement with respect to the ProVantage Funds under which the Manager is
entitled to a fee of .15% of the average daily net assets of the ProVantage
Funds plus out-of-pocket costs.
SEI Financial Management Corporation (SFM), the adviser for the Core Interna-
tional Equity and the Emerging Markets Equity Portfolios, is a party to an in-
vestment advisory agreement dated December 16, 1994. Under the Investment Advi-
sory Agreement, SFM receives an annual fee of .475% of the average daily net
assets of the Core International Equity Portfolio and 1.05% of the average
daily net assets of the Emerging Markets Equity Portfolio. Pursuant to a Sub-
Advisory Agreement with SFM, Acadian Asset Management, Inc. and World Invest
Limited serve as Sub-Advisers to the Core International Equity Portfolio and
Montgomery Asset Management, L.P. serves as Sub-Adviser to the Emerging Markets
Equity Portfolio.
Morgan Grenfell Investment Services Limited, the advisor for the European Eq-
uity Portfolio, is a party to an investment advisory agreement with the Trust
dated April 25, 1994. Under the investment advisory agreement, Morgan Grenfell
Investment Services Limited receives an annual fee of .325% of the average
daily net assets of the Portfolio.
Schroder Capital Management International Limited, the adviser for the Pa-
cific Basin Equity Portfolio, is a party to an investment advisory agreement
with the Trust dated April 25, 1994. Under the investment advisory agreement,
Schroder Capital Management International Limited receives an annual fee of
.40% of the average daily net assets of the Portfolio up to $100 million, .30%
for the next $50 million in assets, and .20% of assets in excess of $150 mil-
lion.
Strategic Fixed Income, L.P., the adviser for the International Fixed Income
Portfolio, is a party to an investment advisory agreement with the Trust dated
June 15, 1993. Under the investment advisory agreement, Strategic Fixed Income,
L.P. receives an annual fee of .30% of the average daily net assets of the
Portfolio. Strategic Fixed Income, L.P. has voluntarily agreed to waive its
fee, in conjunction with the Manager, in order to limit the operating expenses
of the Portfolio to not more than 1.00% of average daily net assets.
SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary
of SEI Corporation and a registered broker-dealer, acts as the distributor of
the shares of the Trust under a distribution plan which provides for the Trust
to reimburse the Distributor for distribution. Such expenses may not exceed
.30% of the daily average net assets of each Portfolio. Distribution expenses
include, among other items, the compensation and benefits of sales personnel
incurred by the Distributor in connection with the promotion and sale of
shares. Distribution expenses are allocated among the Portfolios on the basis
of their relative average daily net assets. In addition, the Core International
Equity Portfolio has registered an additional class of shares, the ProVantage
Funds shares, for which a separate distribution plan has been adopted. This
plan provides for additional payments to the Distributor of up to .30% of
ProVantage Funds average daily net assets.
Certain Officers and/or Trustees of the Trust are also officers and/or Direc-
tors of the Manager. Compensation of officers and affiliated Trustees is paid
by the Manager.
4. ORGANIZATIONAL COSTS
Organizational costs have been capitalized by the Portfolios and are being am-
ortized using the straight line method over sixty months commencing with opera-
tions of the respective Portfolio. In the event any of the initial shares of
the Portfolios acquired by the Manager are redeemed during the period that the
Portfolios are amortizing their organizational costs, the redemption proceeds
payable to the Manager by the Portfolios will be reduced by an amount equal to
a pro rata portion of unamortized organizational costs.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Concluded)
- --------------------------------------------------------------------------------
February 28, 1995
5. FORWARD FOREIGN CURRENCY CONTRACTS
The Portfolios enter into forward foreign currency exchange contracts as hedges
against portfolio positions. Such contracts, which protect the value of the
Portfolio's investment securities against a decline in the value of the hedged
currency, do not eliminate fluctuations in the underlying prices of the securi-
ties. They simply establish an exchange rate at a future date. Also, although
such contracts tend to minimize the risk of loss due to a decline in the value
of a hedged currency, at the same time they tend to limit any potential gain
that might be realized should the value of such foreign currency increase.
The following forward foreign currency contracts were outstanding at February
28, 1995:
<TABLE>
<CAPTION>
IN UNREALIZED
MATURITY CONTRACTS TO EXCHANGE APPRECIATION
DATES DELIVER/RECEIVE FOR (DEPRECIATION)
- ----------------- ----------------- ----------- --------------
<S> <C> <C> <C> <C>
CORE INTERNATIONAL EQUITY PORTFOLIO:
- ------------------------------------
FOREIGN CURRENCY SALE:
04/20/95-05/15/95 JY 5,100,000,000 $52,101,331 $(1,081,262)
=========== ===========
EUROPEAN EQUITY PORTFOLIO:
- --------------------------
FOREIGN CURRENCY SALE:
05/31/95 FF 15,100,000 $ 2,925,676 $ (16,144)
=========== -----------
FOREIGN CURRENCY PURCHASES:
03/01/95 UK 41,312 $ 65,355 $ 22
03/02/95 SK 1,178,924 160,234 726
03/02/95 SP 6,267,783 48,853 276
----------- -----------
$ 274,442 $ 1,024
=========== -----------
$ (15,120)
===========
PACIFIC BASIN EQUITY PORTFOLIO:
- -------------------------------
FOREIGN CURRENCY SALES:
03/02/95 AD 140,810 $ 103,805 $ (98)
06/19/95 JY 490,000,000 5,058,287 (81,248)
----------- -----------
$ 5,162,092 $ (81,346)
=========== ===========
EMERGING MARKETS EQUITY PORTFOLIO:
- ----------------------------------
FOREIGN CURRENCY PURCHASES:
03/01/95 GD 10,820,835 $ 46,700 $ (99)
03/06/95-03/09/95 MR 425,258 166,723 (37)
----------- -----------
$ 213,423 $ (136)
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
IN UNREALIZED
MATURITY CONTRACTS TO EXCHANGE APPRECIATION
DATES DELIVER/RECEIVE FOR (DEPRECIATION)
- ----------------- ----------------- ----------- --------------
<S> <C> <C> <C> <C>
SEI INTERNATIONAL FIXED INCOME PORTFOLIO:
- -----------------------------------------
FOREIGN CURRENCY SALES:
03/01/95-06/22/95 UK 6,789,050 $10,607,691 $ (113,582)
03/24/95 NK 1,750,979 260,601 (11,119)
03/24/95 XE 2,612,071 3,164,524 (162,701)
03/24/95-05/24/95 AD 3,082,228 2,363,490 92,884
03/24/95-05/24/95 BF 54,377,595 1,724,324 (87,589)
03/24/95-06/22/95 CD 4,342,377 3,091,877 (17,064)
03/24/95-06/22/95 CH 9,286,428 7,284,469 (282,176)
03/24/95-06/22/95 DK 24,287,435 4,067,706 (125,046)
03/24/95-06/22/95 DM 27,340,943 17,762,745 (1,026,039)
03/24/95-06/22/95 FF 43,534,398 8,202,363 (279,944)
03/24/95-06/22/95 IT 8,856,438,040 5,403,326 121,646
03/24/95-06/22/95 JY 1,365,334,338 13,848,417 (374,925)
03/24/95-06/22/95 NG 3,415,114 2,003,430 (90,558)
03/24/95-06/22/95 NZ 3,897,356 2,463,113 9,128
03/24/95-06/22/95 SK 10,286,619 1,379,195 (18,912)
03/24/95-06/22/95 SP 513,363,079 3,865,044 (137,082)
----------- -----------
$87,492,315 $(2,503,079)
=========== -----------
FOREIGN CURRENCY PURCHASES:
03/01/95-05/24/95 DK 20,440,272 $ 3,353,324 $ 174,717
03/02/95-06/22/95 DM 39,169,662 25,544,138 1,379,007
03/23/95-06/22/95 JY 1,604,667,710 16,314,309 412,282
03/24/95 BF 27,463,710 850,270 64,802
03/24/95 SK 8,243,792 1,088,701 35,341
03/24/95-06/22/95 IT 7,829,728,298 4,792,055 (124,155)
03/24/95-06/22/95 NG 3,355,870 1,921,027 135,012
03/24/95-06/22/95 XE 2,909,062 3,589,716 115,218
03/24/95-06/22/95 AD 2,970,091 2,229,202 (47,544)
03/24/95-06/22/95 CD 4,201,320 2,973,131 32,492
03/24/95-06/22/95 CH 9,269,875 7,088,375 442,480
03/24/95-06/22/95 FF 29,448,682 5,558,262 179,649
03/24/95-06/22/95 NZ 3,434,231 2,176,250 (12,480)
03/24/95-06/22/95 SP 498,746,118 3,747,948 140,481
03/24/95-06/22/95 UK 6,658,962 10,467,981 24,108
06/22/94 NK 2,726,600 419,929 4,106
----------- -----------
$92,114,618 $ 2,955,516
=========== -----------
$ 452,437
===========
</TABLE>
CURRENCY LEGEND
AD Australian Dollar
BF Belgian Franc
CD Canadian Dollar
CH Swiss Franc
DK Danish Kroner
DM German Mark
FF French Franc
GD Greek Drachma
IT Italian Lira
JY Japanese Yen
<PAGE>
- --------------------------------------------------------------------------------
MR Malaysian Ringgitt
NG Netherlands Guilder
NK Norwegian Kroner
NZ New Zealand Dollar
SK Swedish Krona
SP Spanish Peseta
UK British Pounds Sterling
XE European Currency Unit
6. INVESTMENT TRANSACTIONS
The cost of security purchases and the proceeds from the sale of securities,
other than short-term investments and U.S. government securities, during the
period ended February 28, 1995, were as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
(000) (000)
--------- --------
<S> <C> <C>
Core International Equity Portfolio $276,432 $373,505
European Equity Portfolio 40,928 6,690
Pacific Basin Equity Portfolio 37,650 2,061
Emerging Markets Equity Portfolio 4,070 --
International Fixed Income Portfolio 91,156 77,265
</TABLE>
The International Fixed Income Portfolio purchased $4,097,993 and sold
$2,288,382 in U.S. government securities during the period ended February 28,
1995.
For Federal income tax purposes, the cost of securities owned at February 28,
1995 and the net realized gains or losses on securities sold for the period
then ended was not materially different from the amounts reported for financial
reporting purposes. The aggregate gross unrealized appreciation and deprecia-
tion at February 28, 1995 for each portfolio is as follows:
<TABLE>
<CAPTION>
NET
UNREALIZED
APPRECIATED DEPRECIATED APPRECIATION/
SECURITIES SECURITIES (DEPRECIATION)
(000) (000) (000)
------------ ----------- --------------
<S> <C> <C> <C>
Core International Equity Portfolio $18,788 $16,959 $ 1,829
European Equity Portfolio 1,649 1,524 125
Pacific Basin Equity Portfolio 225 4,898 (4,673)
Emerging Markets Equity Portfolio 126 72 54
International Fixed Income Portfolio 1,247 185 1,062
</TABLE>
At February 28, 1995 the following Portfolios had available realized capital
losses to offset future net capital gains through fiscal year 2003.
<TABLE>
<CAPTION>
(000)
-----
<S> <C>
European Equity Portfolio $ 32
Pacific Basin Equity Portfolio 18
International Fixed Income Portfolio 795
</TABLE>
<PAGE>
NOTICE TO SHAREHOLDERS
- --------------------------------------------------------------------------------
February 28, 1995 (Unaudited)
For shareholders that do not have a February 28, 1995 taxable year end, this
notice is for informational purposes only. For shareholders with a February 28,
1995 taxable year end, please consult your tax advisor as to the pertinence of
this notice.
For the fiscal year ended February 28, 1995 the Portfolios of the SEI Interna-
tional Trust are designating long term capital gains and qualifying dividend
income with regard to distributions paid during the year as follows:
<TABLE>
<CAPTION>
(A) (B)
LONG TERM ORDINARY
CAPITAL GAINS INCOME TOTAL
DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS
PORTFOLIO (TAX BASIS) (TAX BASIS) (TAX BASIS)
- --------- ------------- ------------- -------------
<S> <C> <C> <C>
Core International Equity 100% 0% 100%
European Equity 0% 100% 100%
Pacific Basin Equity 0% 0% 0%
Emerging Markets Equity 0% 0% 0%
International Fixed Income 0% 100% 100%
<CAPTION>
(C) (D) (E)
QUALIFYING TAX-EXEMPT FOREIGN
PORTFOLIO DIVIDENDS(1) INTEREST TAX CREDIT
- --------- ------------- ------------- -------------
<S> <C> <C> <C>
Core International Equity 0% 0% 0%
European Equity 0% 0% 28%
Pacific Basin Equity 0% 0% 0%
Emerging Markets Equity 0% 0% 0%
International Fixed Income 0% 0% 0%
</TABLE>
(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction.
* Items (A) and (B) are based on the percentage of each fund's total distribu-
tion.
** Item (C) is based on the percentage of ordinary income of each fund.
*** Item (D) is based on the percentage of gross income of each fund.
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(a) Financial Statements
The Registrant's audited financial statements for the Core International
Equity Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio,
Emerging Markets Equity Portfolio and International Fixed Income Portfolio for
the fiscal year ended February 28, 1995, including Price Waterhouse LLP's report
thereon, are filed as part of this Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on Form N-1A. Such financial statements and
report thereon consist of the following:
1. Report of Independent Accountants
2. Statement of Net Assets/Schedule of Investments at February 28, 1995
3. Statement of Assets and Liabilities at February 28, 1995
4. Statement of Operations for the period ended February 28, 1995
5. Statement of Changes in Net Assets for the periods ended February 28,
1995 and February 28, 1994
6. Financial Highlights for the fiscal period ended February 28, 1995,
and the fiscal years ended February 28, 1994, February 29, 1993,
February 28, 1992 and February 28, 1991
7. Notes to Financial Statements dated February 28, 1995
(b) Exhibits
(1) Agreement and Declaration of Trust/1/
(2) By-Laws/1/
(3) Not Applicable
(4) Not Applicable
(5)(a) Management Agreement between Registrant and SEI Financial
Management Company/2/
(5)(b) Form of Investment Advisory Agreement between Registrant and
Brinson Partners, Inc./4/
(5)(c) Form of Investment Advisory Agreement between Registrant and
Strategic Fixed Income L.P./6/
(5)(d) Schedule C to Management Agreement between Registrant and SEI
Financial Management Company adding the International Fixed
Income Portfolio/8/
(5)(e) Form of Investment Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd./10/
(5)(f) Form of Investment Advisory Agreement between Registrant and
Schroder Capital Management International Limited/10/
(5)(g) Form of Investment Advisory Agreement between Registrant and SEI
Financial Management Corporation./*/
(5)(h) Form of Investment Sub-Advisory Agreement between Registrant and
Strategic Fixed Income L.P./*/
(5)(i) Form of Investment Sub-Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd./*/
(5)(j) Form of Investment Sub-Advisory Agreement between Registrant and
Schroder Capital Management International Limited/*/
<PAGE>
(5)(k) Investment Sub-Advisory Agreement between Registrant and
Montgomery Asset Management L.P./*/
(5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian
Asset Management, Inc./*/
(5)(m) Investment Sub-Advisory Agreement between Registrant and
WorldInvest Limited./*/
(6) Distribution Agreement between Registrant and SEI Financial
Services Company/2/
(7) Not Applicable
(8)(a) Custodian Agreement between Registrant and State Street Bank and
Trust Company/3/
(8)(b) Form of Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A./7/
(9) Not Applicable
(10) Opinion and Consent of Counsel/2/
(11) Consent of Independent Accountants/*/
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan (Class D)/8/
(15)(b) Form of Distribution Plan (Core International Equity Portfolio
Class A)/9/
(15)(c) Form of Distribution Plan (International Fixed Income
Portfolio)/9/
(16) Performance Quotation Computation/5/
(24) Powers of Attorney for Edward W. Binshadler, Richard F.
Blanchard, Jeffrey A. Cohen, William M. Doran, F. Wendell
Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen
V. Romeo and James M. Storey/11/
_________________
* Filed herewith
1 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 33-22821) filed with the
Securities and Exchange Commission ("SEC") on June 30, 1988.
2 Incorporated herein by reference to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A (File
No.33-22821), filed with the SEC on August 30, 1988.
3 Incorporated herein by reference to Item (8) of Part C of
Post-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on
September 16, 1988.
4 Incorporated herein by reference to Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A
(File No.33-22821), filed with the SEC on May 16, 1991.
5 Incorporated herein by reference to Post-Effective Amendment
No. 7 to Registrant's Registration Statement on Form N-1A (File
No.33-22821), filed with the SEC on June 30, 1992.
6 Incorporated herein by reference to Post-Effective Amendment
No. 9 to Registrant's Registration Statement on Form N-1A
(File No.33-22821), filed with the SEC on March 31, 1993.
7 Incorporated herein by reference to Item (8)(c) of Part C of
Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on
March 31, 1993.
8 Incorporated herein by reference to Post-Effective Amendment
No. 10 to Registrant's Registration Statement on Form N-1A
(File No.33-22821), filed with the SEC on June 28, 1993.
9 Incorporated herein by reference to Post-Effective Amendment No. 11
to Registrant's Registration Statement on Form N-1A (File No. 33-
22821), filed with the SEC on June 29, 1993.
<PAGE>
10 Incorporated herein by reference to Post-Effective Amendment No. 16
to Registrant's Registration Statement on Form N-1A (File No. 33-
22821), filed with the SEC on May 2, 1994.
11 Incorporated herein by reference to Post-Effective Amendment No.
18 to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on October 28, 1994.
Item 25. Persons Controlled by or Under Common Control with Registrant
See the Prospectus and Statement of Additional Information 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:
<TABLE>
<CAPTION>
As of February 1, 1995
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Units of beneficial interest, without par value--
Core International Equity Portfolio--Class A.... 163
Core International Equity Portfolio--Class D.... 13
International Fixed Income Portfolio............ 70
European Equity Portfolio....................... 51
Pacific Basin Equity Portfolio.................. 54
Emerging Markets Equity Portfolio............... 5
</TABLE>
Item 27. Indemnification:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser:
Strategic Fixed Income L.P.
<PAGE>
Strategic Fixed Income L.P. ("Strategic") is the investment sub-adviser for
Registrant's International Fixed Income Portfolio. The principal business
address of Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington,
Virginia 22209. Strategic is an investment adviser registered under the
Advisers Act.
The list required by this Item 28 of officers and directors of Strategic,
together with information as to any other business, profession, vocation or
employment of substantial 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 Strategic pursuant to the Advisers Act (SEC File No. 801-
38734).
Morgan Grenfell Investment Services Limited
Morgan Grenfell Investment Services Limited ("Morgan Grenfell") is the
investment sub-adviser for Registrant's European Equity Portfolio. The
principal business address of Morgan Grenfell is 20 Finsbury Circus, London EC2M
INB, England. Morgan Grenfell is an investment adviser registered under the
Advisers Act.
The list required by this Item 28 of officers and directors of Morgan
Grenfell, together with information as to any other business, profession,
vocation or employment of substantial 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 Morgan Grenfell pursuant to the Advisers Act (SEC
File No. 801-12880).
Schroder Capital Management International Limited
Schroder Capital Management International Limited ("Schroder") is the
investment sub-adviser for Registrant's Pacific Basin Equity Portfolio. The
principal business address of Schroder is 33 Gutter Lane, London EC2V 8AS,
England. Schroder is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Schroder,
together with information as to any other business, profession, vocation or
employment of substantial 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 Schroder pursuant to the Advisers Act (SEC File No. 801-
15834).
SEI Financial Management Company
SEI Financial Management Company ("SFM") is the investment adviser for
Registrant's Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios. The
principal address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania
19087. SFM is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of SFM,
together with information as to any other business, profession, vocation or
employment of a substantial 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 SFM pursuant to the Advisers Act (SEC File No. 801-24593).
Montgomery Asset Management, L.P.
Montgomery Asset Management, L.P. ("MAM") is the investment sub-adviser for
Registrant's Emerging Markets Equity Portfolio. The principal address of MAM is
600 Montgomery Street, San Francisco, California 94111. MAM is an investment
adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of MAM,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers
<PAGE>
and directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV filed by MAM pursuant to the Advisers Act (SEC
File No. 801-36790).
Acadian Asset Management, Inc.
Acadian Asset Management, Inc. ("Acadian") is the investment sub-adviser
for Registrant's Core International Equity Portfolio. The principal address of
Acadian is 260 Franklin Street, Boston, Massachusetts 02110. Acadian is an
investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Acadian,
together with information as to any other business, profession, vocation or
employment of a substantial 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 Acadian pursuant to the Advisers Act (SEC File No. 801-28078).
WorldInvest Limited
WorldInvest Limited ("WorldInvest") is the investment sub-adviser for
Registrant's Core International Equity Portfolio. The principal address of
WorldInvest is 56 Russell Square, London, England.
The list required by this Item 28 of officers and directors of WorldInvest,
together with information as to any other business, profession, vocation or
employment of a substantial 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 WorldInvest pursuant to the Advisers Act (SEC File No. 801-
26315).
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing securities
of the Registrant also acts as a principal underwriter, depositor 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
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Marquis/SM/ Funds August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The PBHG Funds, Inc. July 16, 1993
Nationar Funds, Inc. June 15, 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
</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").
<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
Richard B. Lieb Executive Vice President --
Edward Loughlin Executive Vice President, --
President-Insurance Asset
Services Division & Asset
Management Services Division
Charles A. Marsh Executive Vice President --
Richard Bunker Senior Vice President --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
David G. Lee Senior Vice President President
Ann M. Luther Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Charles Oat Senior Vice --
President-Insurance Asset
Services Division
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, --
General Counsel &
Secretary
Robert Wagner Senior Vice President --
Eugene R. Weber 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 --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Mick Duncan Team Leader --
Robert Ludwig Team Leader --
Vicki Malloy Team Leader --
John Avgoustis Vice President --
Jeffrey Berta Vice President --
Cris Brookmyer Vice President --
& Controller
Jay Brown Vice President --
Robert B. Carroll Vice President & Assistant --
Secretary
James Coffin Vice President-Asset --
Management Services Division
Lucinda Duncalfe Vice President --
Susan R. Hartley Vice President --
Paul Horak Vice President --
Robert S. Ludwig Vice President --
Carolyn McLaurin Vice President --
Roger Messina Vice President --
Sandra K. Orlow Vice President --
Joel Shwimer Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant --
Secretary
Colin K. Wahl Vice President --
Joyce Waterman Vice President --
Raymond B. Webster Vice President --
Mark S. Wilson Vice President --
</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, as amended (the "1940 Act"), and the rules
promulgated thereunder, are maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records are maintained
at the offices of the Portfolios' Custodians:
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY 11245
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books
and records are maintained at the offices of Registrant's Manager:
<PAGE>
SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087
(d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the offices of
Registrant's Advisers:
Strategic Fixed Income L.P.
1001 Nineteenth Street North, 16th Floor
Arlington, VA 22209
Morgan Grenfell Investment Services Limited
20 Finsbury Circus
London EC2M INB
England
Schroder Capital Management International Limited
33 Gutterlane
London ECZV 8AS
England
SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Montgomery Asset Management, L.P.
600 Montgomery Street
San Francisco, CA 94111
Acadian Asset Management, Inc.
260 Franklin Street
Boston, MA 02110
WorldInvest Limited
56 Russell Square
London, England
Item 31. Management Services: None.
Item 32. Undertakings:
Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the 1940 Act inform the Board of Trustees of
their desire to communicate with shareholders of the Trust, the Trustees 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.
Registrant hereby 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 1940 Act relating to shareholder communications.
Registrant hereby undertakes to furnish, upon request and without
charge, to each person to whom a prospectus is delivered, a copy of the
Registrant's latest annual report to Shareholders, when such annual report is
issued containing information called for by Item 5A of Form N-1A.
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust of SEI International Trust
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
has duly caused this Amendment No. 19 to the Registration Statement No. 33-22821
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Wayne, Commonwealth of Pennsylvania on the 27th day of April, 1995.
SEI INTERNATIONAL TRUST
By /s/ DAVID G. LEE
-------------------------
David G. Lee, President
ATTEST:
/s/ JEFFREY A. COHEN
-------------------------------
Jeffrey A. Cohen, Controller
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacity on the dates indicated.
* Trustee April 27, 1995
- ------------------------------
Richard F. Blanchard
* Trustee April 27, 1995
- ------------------------------
William M. Doran
* Trustee April 27, 1995
- ------------------------------
F. Wendell Gooch
* Trustee April 27, 1995
- ------------------------------
Frank E. Morris
* Trustee April 27, 1995
- ------------------------------
James M. Storey
* Trustee April 27, 1995
- ------------------------------
Robert A. Nesher
/s/ JEFFREY A. COHEN Controller & Assistant April 27, 1995
- ------------------------------ Secretary
Jeffrey A. Cohen
/s/ CARMEN V. ROMEO Treasurer & Assistant April 27, 1995
- ------------------------------ Secretary
Carmen V. Romeo
*By /s/ DAVID G. LEE
-------------------------
David G. Lee
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit Page
- ------- ----
(1) Agreement and Declaration of Trust/1/
(2) By-Laws/1/
(3) Not Applicable
(4) Not Applicable
(5)(a) Management Agreement between Registrant and SEI Financial Management
Company/2/
(5)(b) Form of Investment Advisory Agreement between Registrant and Brinson
Partners, Inc./4/
(5)(c) Form of Investment Advisory Agreement between Registrant and Strategic
Fixed Income L.P./6/
(5)(d) Schedule C to Management Agreement between Registrant and SEI
Financial Management Company adding the International Fixed Income
Portfolio/8/
(5)(e) Form of Investment Advisory Agreement between Registrant and Morgan
Grenfell Investment Services Ltd./10/
(5)(f) Form of Investment Advisory Agreement between Registrant and Schroder
Capital Management International Limited/10/
(5)(g) Form of Investment Advisory Agreement between Registrant and SEI
Financial Management Corporation./*/
(5)(h) Form of Investment Sub-Advisory Agreement between Registrant and
Strategic Fixed Income L.P./*/
(5)(i) Form of Investment Sub-Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd./*/
(5)(j) Form of Investment Sub-Advisory Agreement between Registrant and
Schroder Capital Management International Limited/*/
(5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery
Asset Management L.P./*/
(5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset
Management, Inc./*/
(5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest
Limited./*/
(6) Distribution Agreement between Registrant and SEI Financial Services
Company/2/
(7) Not Applicable
(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust
Company/3/
(8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan
Bank, N.A./7/
(9) Not Applicable
(10) Opinion and Consent of Counsel/2/
(11) Consent of Independent Accountants/*/
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan (Class D)/8/
(15)(b) Form of Distribution Plan (Core International Equity Portfolio Class
A)/9/
(15)(c) Form of Distribution Plan (International Fixed Income Portfolio)/9/
(16) Performance Quotation Computation /5/
(24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard,
Jeffrey A. Cohen, William M. Doran, F. Wendell Gooch, David G. Lee,
Frank E. Morris, Robert A. Nesher, Carmen V. Romeo, and James A.
Storey/11/
- --------------
* Filed herewith
1 Incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed with the Securities and Exchange
Commission ("SEC") on June 30, 1988
2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No.33-22821), filed
with the SEC on August 30, 1988
<PAGE>
3 Incorporated herein by reference to Item (8) of Part C of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on September 16, 1988
4 Incorporated herein by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File No.33-22821), filed
with the SEC on May 16, 1991
5 Incorporated herein by reference to Post-Effective Amendment
No. 7 to Registrant's Registration Statement on Form N-1A
(File No.33-22821), filed with the SEC on June 30, 1992
6 Incorporated herein by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on March 31, 1993
7 Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on March 31, 1993
8 Incorporated herein by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File No.33-22821), filed
with the SEC on June 28, 1993
9 Incorporated herein by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No.33-22821), filed
with the SEC on June 29, 1993
10 Incorporated herein by reference to Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on May 2, 1994
11 Incorporated herein by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on October 28, 1994
<PAGE>
Exhibit 5(g)
INVESTMENT ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 16th day of December, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and SEI
Financial Management Corporation, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several portfolios of shares, each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Core International Equity and Emerging
Markets Equity Portfolios and such other portfolios as the Trust and the Adviser
may agree upon (the "Portfolios"), and the Adviser is willing to render such
services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the approval
of the Trust's Board of Trustees and, except as otherwise permitted under
the terms of any exemptive relief obtained by the Adviser from the
Securities and Exchange Commission, or by rule or regulation, a majority of
the outstanding voting securities of any affected Portfolio(s)) and
thereafter supervise the investment activities of one or more sub-advisers
deemed necessary to carry out the investment program of any Portfolios of
the Trust, and to continuously review, supervise and (where appropriate)
administer the investment program of the Portfolios, to determine in its
discretion (where appropriate) the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The retention of a sub-adviser by the Adviser shall not
relieve the Adviser of its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board of Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Portfolio set
forth in the Trust's prospectus and statement of additional information, as
amended from time to time (referred to collectively as the "Prospectus"),
and applicable laws and regulations. The Trust will furnish the Adviser
from time to time with copies of all amendments or supplements to the
Prospectus, if any.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it to
perform the services on the terms and for the compensation provided herein.
The Adviser will not, however, pay for the cost of securities, commodities,
and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies
properly certified or authenticated of each of the following:
1
<PAGE>
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as presently in effect and as it shall from time to
time be amended, is herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio(s).
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the Securities
and Exchange Commission and will in addition conduct its activities under
this Agreement in accordance with other applicable law;
(b) will place orders pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any broker or dealer.
In executing Portfolio transactions and selecting brokers or dealers, the
Adviser will use its best efforts to seek on behalf of the Portfolio the
best overall terms available. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors that
it deems relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker-dealer to
execute a particular transaction the Adviser may also consider the
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Portfolio
and/or other accounts over which the Adviser or an affiliate of the Adviser
may exercise investment discretion. The Adviser is authorized, subject to
the prior approval of the Trust's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Portfolios which is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Adviser
determines in good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer - - viewed in terms of that particular transaction or terms of the
overall responsibilities of the Adviser to the Portfolio. In addition, the
Adviser is authorized to allocate purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser or the Trust's principal underwriter) to take
into account the sale of shares of the Trust if the Adviser believes that
the quality of the transaction and the commission are comparable to what
they would be with other qualified firms. In no instance, however, will
any Portfolio's securities be purchased from or sold to the Adviser, any
sub-adviser engaged with respect to that Portfolio, the Trust's principal
underwriter, or any affiliated person of either the Trust, the Adviser, and
sub-adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall
pay to the Adviser compensation at the rate(s) specified in the Schedule(s)
which are attached hereto and made a part of this Agreement. Such
compensation shall be paid to the Adviser at the end of each month, and
calculated by applying a
2
<PAGE>
daily rate, based on the annual percentage rates as specified in the
attached Schedule(s), to the assets of the Portfolio. The fee shall be
based on the average daily net assets for the month involved. The Adviser
may, in its discretion and from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which Shares are qualified for
offer and sale, the Adviser shall bear such excess
cost.
However, the Adviser will not bear expenses of the Trust or any Portfolio
which would result in the Trust's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code. Payment
of expenses by the Adviser pursuant to this Section 5 shall be settled on a
monthly basis (subject to fiscal year end reconciliation) by a waiver of
the Adviser's fees provided for hereunder, and such waiver shall be treated
as a reduction in the purchase price of the Adviser's services.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if
applicable, the same such documents and information pertaining to any sub-
adviser as the Trust may reasonably request.
7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust. To the extent that the purchase or sale of securities
or other investments of any issuer may be deemed by the Adviser to be
suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the
Adviser to be equitable to each account. It is recognized that in some
cases this may adversely affect the price paid or received by the Trust or
the size or position obtainable for or disposed by the Trust or any
Portfolio.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the 1940 Act which are prepared or maintained by the Adviser (or any sub-
adviser) on behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request. The Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
records required to be maintained under Rule 31a-1 under the 1940 Act.
9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties
3
<PAGE>
hereunder, except a loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise
be provided under provisions of applicable state law which cannot be waived
or modified hereby. (As used in this Section 9, the term "Adviser" shall
include directors, officers, employees and other corporate agents of the
Adviser as well as that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are
or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, officers, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Trust as
a shareholder or otherwise subject to the provisions of applicable law.
All such interests shall be fully disclosed between the parties on an
ongoing basis and in the Trust's Prospectus as required by law. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser or any sub-adviser if approved by the Board of
Trustees, subject to the rules and regulations of the Securities and
Exchange Commission.
11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a) by
the vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if the
shareholders of any Portfolio fail to approve the Agreement as provided
herein, the Adviser may continue to serve hereunder in the manner and to
the extent permitted by the 1940 Act and rules and regulations thereunder.
The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time, without
the payment of any penalty by vote of a majority of the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Portfolio on not less than 30 days nor more than 60 days written notice to
the Adviser, or by the Adviser at any time without the payment of any
penalty, on 90 days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment.
As used in this Section 11, the terms "assignment", "interested persons",
and a "vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
12. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.
13. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other
party:
4
<PAGE>
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department
To the Trust at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
No Portfolio of the Trust shall be liable for the obligations of any other
Portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of a particular Portfolio for payment of
fees for services rendered to that Portfolio.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI International Trust SEI Financial Management Corporation
By: By:
- --------------------------------------------------------------------------------
Attest: Attest:
- --------------------------------------------------------------------------------
5
<PAGE>
Schedule A
to the
Investment Advisory Agreement
between
SEI International Trust
and
SEI Financial Management Corporation
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Emerging Markets Equity Portfolio 1.05%
Core International Equity Portfolio (formerly, .475%
International Equity Portfolio)
6
<PAGE>
Schedule B
to the
Investment Advisory Agreement
between
SEI International Trust
and
SEI Financial Management Corporation
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:
International Fixed Income .45%
Pacific Basin Equity .55%
European Equity .475%
7
<PAGE>
Exhibit 5(h)
------------
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this _____ day of ______, 1995, by and among SEI Financial
Management Corporation, (the "Adviser") and Strategic Fixed Income L.P. (the
"Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Fixed
Income Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the Portfolio, including
the purchase, retention and disposition of securities and other assets, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of Trustees of
the Trust and will conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986, and all other applicable federal
and state laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In executing
Portfolio transactions and selecting brokers or dealers, the Sub-Adviser
will use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available for
any transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing
<PAGE>
basis. In evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction the Sub-Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the
Portfolio and/or other accounts over which the Sub-Adviser or an affiliate
of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of Trustees,
to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for any of the
Portfolios which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only if,
the Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer - - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser to
the Portfolio. In addition, the Sub-Adviser if authorized to allocate
purchase and sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Sub-Adviser or
the Trust's principal underwriter) to take into account the sale of shares
of the Trust if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with
other qualified firms. In no instance, however, will any Portfolio's
securities be purchased from or sold to the Sub-Adviser, the Trust's
principal underwriter, or any affiliated person of either the Trust, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser of this Agreement and shall timely furnish to
the Adviser all information relating to the Sub-Adviser's services under
this Agreement needed by the Adviser to keep the other books and records of
the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser
shall also furnish to the Adviser any other information that is required to
be filled by the Adviser or the Trust with the Securities and Exchange
Commission ("SEC") or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any
of such records upon the Portfolio's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor Sub-Adviser upon the termination of
his Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
<PAGE>
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of investments under
management and will be paid to the Sub-Adviser monthly. The Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and
<PAGE>
its clients. The Adviser agrees to use its reasonable best efforts to
ensure that materials prepared by its employees or agents or its affiliates
that refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-
Adviser shall not be required to indemnify or otherwise hold the Adviser
harmless under this Section 7 where the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.
8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of such Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party, or (c) by the Sub-
Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the other party. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors.
11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid
<PAGE>
addressed by the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Strategic Fixed Income L.P.
1001 Nineteenth Street North
16th Floor
Arlington, VA 22209
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI Financial Management Corporation Strategic Fixed Income L.P.
By: By:
Title: Title:
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Strategic Fixed Income L.P.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
International Fixed Income Portfolio .30%
<PAGE>
Exhibit 5(i)
------------
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this _____ day of ______, 1995, by and among SEI Financial
Management Corporation, (the "Adviser") and Morgan Grenfell Investment Services
Limited (the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the European Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the Portfolio, including
the purchase, retention and disposition of securities and other assets, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of Trustees of
the Trust and will conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986, and all other applicable federal
and state laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In executing
Portfolio transactions and selecting brokers or dealers, the Sub-Adviser
will use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available for
any transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing
<PAGE>
basis. In evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction the Sub-Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the
Portfolio and/or other accounts over which the Sub-Adviser or an affiliate
of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of Trustees,
to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for any of the
Portfolios which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only if,
the Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer - - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser to
the Portfolio. In addition, the Sub-Adviser if authorized to allocate
purchase and sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Sub-Adviser or
the Trust's principal underwriter) to take into account the sale of shares
of the Trust if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with
other qualified firms. In no instance, however, will any Portfolio's
securities be purchased from or sold to the Sub-Adviser, the Trust's
principal underwriter, or any affiliated person of either the Trust, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser of this Agreement and shall timely furnish to
the Adviser all information relating to the Sub-Adviser's services under
this Agreement needed by the Adviser to keep the other books and records of
the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser
shall also furnish to the Adviser any other information that is required to
be filled by the Adviser or the Trust with the Securities and Exchange
Commission ("SEC") or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any
of such records upon the Portfolio's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor Sub-Adviser upon the termination of
his Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
<PAGE>
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of investments under
management and will be paid to the Sub-Adviser monthly. The Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and
<PAGE>
its clients. The Adviser agrees to use its reasonable best efforts to
ensure that materials prepared by its employees or agents or its affiliates
that refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-
Adviser shall not be required to indemnify or otherwise hold the Adviser
harmless under this Section 7 where the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.
8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of such Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party, or (c) by the Sub-
Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the other party. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors.
11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid
<PAGE>
addressed by the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Morgan Grenfell Investment Services Limited
20 Finsbury Circus
London EC2M INB, England
Attention: President
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI Financial Management Morgan Grenfell Investment
Corporation Services Limited
By: By:
Title: Title:
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Morgan Grenfell Investment Services Limited
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
European Equity .325%
<PAGE>
Exhibit 5(j)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this _____ day of ______, 1995, by and among SEI Financial
Management Corporation, (the "Adviser") and Schroder Capital Management
International Limited (the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Pacific Basin Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the Portfolio, including
the purchase, retention and disposition of securities and other assets, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of Trustees of
the Trust and will conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986, and all other applicable federal
and state laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In executing
Portfolio transactions and selecting brokers or dealers, the Sub-Adviser
will use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available for
any transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing
<PAGE>
basis. In evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction the Sub-Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the
Portfolio and/or other accounts over which the Sub-Adviser or an affiliate
of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of Trustees,
to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for any of the
Portfolios which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only if,
the Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer - - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser to
the Portfolio. In addition, the Sub-Adviser if authorized to allocate
purchase and sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Sub-Adviser or
the Trust's principal underwriter) to take into account the sale of shares
of the Trust if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with
other qualified firms. In no instance, however, will any Portfolio's
securities be purchased from or sold to the Sub-Adviser, the Trust's
principal underwriter, or any affiliated person of either the Trust, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser of this Agreement and shall timely furnish to
the Adviser all information relating to the Sub-Adviser's services under
this Agreement needed by the Adviser to keep the other books and records of
the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser
shall also furnish to the Adviser any other information that is required to
be filled by the Adviser or the Trust with the Securities and Exchange
Commission ("SEC") or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any
of such records upon the Portfolio's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor Sub-Adviser upon the termination of
his Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
<PAGE>
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of investments under
management and will be paid to the Sub-Adviser monthly. The Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and
<PAGE>
its clients. The Adviser agrees to use its reasonable best efforts to
ensure that materials prepared by its employees or agents or its affiliates
that refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-
Adviser shall not be required to indemnify or otherwise hold the Adviser
harmless under this Section 7 where the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.
8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of such Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party, or (c) by the Sub-
Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the other party. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors.
11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid
<PAGE>
addressed by the party giving notice to the other party at the last
address furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Schroder Capital Management International
Limited
33 Gutter Lane
London EC2V 8AS
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI Financial Management Schroder Capital Management International
Corporation Limited
By: By:
Title: Title:
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Schroder Capital Management International Limited
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
Pacific Basin Equity Portfolio .40% on first 100 million
.30% on next 50 million
.20% thereafter
<PAGE>
Exhibit 5(k)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 21st day of December, 1994, by and among SEI
Financial Management Corporation, (the "Adviser") and Montgomery Asset
Management, L. P. (the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Emerging Markets Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision and direction by the
Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage
on a discretionary basis the investment operation of all of the
securities and other assets of the Portfolio entrusted to it hereunder
(the "Assets") and the composition of the Portfolio, including the
purchase, retention and disposition of the Assets, in accordance with the
Portfolio's investment objectives, policies and restrictions as stated in
the Portfolio's prospectus and statement of additional information, as
currently in effect and as amended or supplemented from time to time by
written notice to the Sub-Adviser (referred to collectively as the
"Prospectus"), and subject to the following: (a) The Sub-Adviser
shall provide supervision of the Assets and determine from time to time
what Assets will be purchased, retained or sold by the Portfolio, and
what portion of the Assets will be invested or held uninvested in cash.
In furtherance of the forgoing, the Adviser hereby designates and
appoints the Sub-Adviser as agent and attorney-in-fact of the Trust, with
authority and without further approval of the Adviser (except as
expressly provided for herein or as may be required by law) to make and
execute, in the name and on behalf of the Portfolio, all agreements,
instruments and other documents and to take all such other action which
the Sub-Adviser considers necessary or advisable to carry out its duties
hereunder. By way of example and not by way of limitation, in connection
with any purchase for the Portfolio of securities that are not registered
under the Securities Act of 1933, as amended (the "Securities Act"), the
Sub-Adviser shall have authority, among other things to: (i) commit to
purchase such securities for the Portfolio on the terms and conditions
under which such securities are offered; (ii) execute such agreements,
instruments and documents (including, without limitation, purchase
agreements and subscription documents), and make such commitments, as may
be required or otherwise in connection with the purchase and sale or such
securities; (iii) represent that the Portfolio is an "accredited
investor" under the Securities Act; and (iv) commit that such securities
will not be offered or sold by the Portfolio except in compliance with
the registration requirements of the Securities Act or an exemption
therefrom. This power-of-attorney is a continuing power-of-attorney and
shall remain in full force and effect until revoked by the Adviser in
writing, but any such revocation shall not affect any transaction
initiated prior to receipt by the Sub-Adviser or such notice.
<PAGE>
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986, and all other applicable federal and state
laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the Assets to be purchased or
sold by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in conformity with federal securities
laws. In executing Portfolio transactions and selecting brokers or
dealers, the Sub-Adviser will use its best efforts to seek on behalf of the
Portfolio the best overall terms available. In assessing the best overall
terms available for any transaction, the Sub-Adviser shall consider all
factors that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a continuing
basis. In evaluating the best overall terms available, and in selecting
the broker-dealer to execute a particular transaction the Sub-Adviser may
also consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided
to the Portfolio and/or other accounts over which the Sub-Adviser or an
affiliate of the Sub-Adviser may exercise investment discretion. The Sub-
Adviser is authorized, subject to the prior approval of the Trust's Board
of Trustees, to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for
the Portfolio which is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if, but only
if, the Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer - - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser to
the Portfolio. In addition, the Sub-Adviser is authorized to
allocate purchase and sale orders for portfolio securities to brokers or
dealers (including brokers and dealers that are affiliated with the
Adviser, the Sub-Adviser or the Trust's principal underwriter) to
take into account the sale of shares of the Trust if the Sub-Adviser
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no
instance, however, will the Portfolio's Assets be purchased
from or sold to the Adviser, the Sub-Adviser, the Trust's principal
underwriter, or any affiliated person of either the Trust, the Adviser,
the Sub-Adviser or the principal underwriter, acting as principal in
the transaction, except to the extent permitted by the Securities and
Exchange Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and shall
timely furnish to the Adviser all information requested by the Adviser
relating to the Sub-Adviser's services under this Agreement needed by the
Adviser to keep the other books and records of the Portfolio required by
Rule 31a-1 under the 1940
2
<PAGE>
Act. Upon request, the Sub-Adviser shall also furnish to the Adviser any
other information relating to the Assets that is required to be filed by
the Adviser or the Trust with the Securities and Exchange Commission
("SEC") or sent to shareholders under the 1940 Act (including the rules
adopted thereunder) or any exemptive or other relief that the Adviser or
the Trust obtains from the SEC. The Sub-Adviser agrees that all records
that it maintains on behalf of the Portfolio are property of the Portfolio
and the Sub-Adviser will surrender promptly to the Portfolio any of such
records upon the Portfolio's request; provided, however, that the Sub-
Adviser may retain a copy of such records. In addition, for the duration of
this Agreement, the Sub-Adviser shall preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to this Agreement, and shall transfer said
records to any successor Sub-Adviser upon the termination of his Agreement
(or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's Assets and shall provide the Adviser with such
information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
The Sub-Adviser shall not be obligated to purchase or sell for the
Portfolio securities which the Sub-Adviser may purchase or sell or
recommend for purchase or sale for itself or for the portfolios of other
clients. Moreover, the Adviser acknowledges that circumstances may arise
under which the Sub-Adviser determines that while it would be both
desirable and suitable that a particular security be purchased or sold for
the account of more than one of the Sub-Adviser's portfolios, there is a
limited supply or demand for that security. Under such circumstances, the
Adviser acknowledges that, while the Sub-Adviser will seek to allocate the
opportunity to purchase or sell that security among those portfolios on
an equitable basis (including as between portfolios of the Sub-Adviser's
nondiscretionary clients, to whom the Sub-Adviser makes recommendations,
and portfolios of its discretionary clients, such as the Portfolio), the
Sub-Adviser shall not be required to assure equality of treatment among all
of its clients (including that that opportunity to purchase or sell that
security will be proportionately allocated among those portfolios according
to any particular or predetermined standards or criteria).
Where, because of the prevailing market conditions, it is not possible
to receive the same price or time of execution for all of the securities or
other investments purchased or sold for the Portfolio, transactions for the
Portfolio may be reported with the average prices of those transactions.
In certain instances, the Sub-Adviser, in its discretion, may place a large
order to purchase or sell a particular security or other investment for the
Portfolio and the accounts of one or more other clients. Because of the
prevailing market conditions, its is frequently not possible to receive the
same price or time of execution for all of the securities or other
investments purchased or sold. When this occurs, the Sub-Adviser will
average the various prices and charge or credit the Portfolio with the
average price. In such instances, the confirmation for such transaction
sent to the Adviser will disclose the average price. Upon request, the
Sub-Adviser will make the underlying records reflecting the actual
transaction available for the Adviser's inspection.
The Portfolio may include securities of companies for which Montgomery
Securities, an affiliate of the Sub-Adviser, acts as investment banker or
financial adviser or with which it has
3
<PAGE>
other confidential relationships or in which it maintains a position or
makes a market or otherwise has an interest. The Adviser appreciates that,
for good commercial and legal reasons, nonpublic information (a) which
becomes available to Montgomery Securities through its relationships or for
any other reason cannot be passed on to the Sub-Adviser or the Adviser, or
used for the benefit of the Portfolio; and (b) which becomes available to
the Sub-Adviser for any reason cannot be passed onto the Adviser or used
for the benefit of the Portfolio. The Adviser understands that Montgomery
Securities, an affiliate of the Sub-Adviser, may provide investment
banking, investment advisory and brokerage services to persons other than
the Adviser. These activities may result in a conflict between the
interests of Montgomery Securities and the Adviser which, in certain
circumstances, may restrict the Sub-Adviser from trading or recommending
the trading in certain securities.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
(h) The Adviser hereby authorizes the Sub-Adviser to receive and confer
upon the Sub-Adviser complete discretion to vote proxies solicited by or
with respect to the issuers of securities in which the Assets may be
invested from time to time ("Proxies"). The Sub-Adviser shall vote all
Proxies in a manner which, at the time of any Proxy vote is cast, is
consistent with the Sub-Adviser's good faith judgment. The Adviser shall
promptly deliver or cause to be delivered to the Sub-Adviser all Proxies,
including any information with respect thereto, received by the Adviser or
the Trust, or by any agent of the Adviser or the Trust, including without
limitation, any custodian of the Assets. The Adviser shall hold the Sub-
Adviser harmless for failure to vote Proxies, which are not received by, or
delivered to, the Sub-Adviser in sufficient time to permit the Sub-Adviser
to vote such Proxies in accordance with the Sub-Adviser's good faith
judgment.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder, in connection with its management of the
Assets.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents, and will provide the Sub-Adviser with any amendments thereto
prior to or immediately upon effectiveness:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, is herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4
<PAGE>
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of the Assets under
the Sub-Adviser's management and will be paid to the Sub-Adviser monthly.
The Sub-Adviser may, in its discretion and from time to time, waive a
portion of its fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and its clients. The Adviser
agrees to use its reasonable best efforts to ensure that materials prepared
by its employees or agents or its affiliates that refer to the Sub-Adviser
or its clients in any way are consistent with those materials previously
approved by the Sub-Adviser as referenced in the first sentence of this
paragraph. Sales literature may be furnished to the Sub-Adviser by first
class or overnight mail, facsimile transmission equipment or hand
delivery.
7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with a breach by the Sub-Adviser of its
duties and obligations under this Agreement; provided, however, that
the Sub-Adviser shall not be required to indemnify or otherwise hold the
Adviser harmless under this Section 7 where the claim against, or the loss,
liability or damage experienced by the Adviser is caused by or is otherwise
directly related to the Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related expenses) howsoever arising
from or in connection with a breach by the Adviser of its duties and
obligations under this Agreement; provided, however, that the Adviser shall
not be required to indemnify or otherwise hold the Sub-Adviser harmless
under this Section 7 where the claim against, or the loss, liability or
damage experienced by the Sub-Adviser is caused by or is otherwise directly
related to the Sub-Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
5
<PAGE>
8. CUSTODY. The custodian of the assets comprising the Emerging Markets
Equity Portfolio will be State Street Bank and Trust Company (the
"Custodian"). The Assets will be maintained by the Custodian in a
subaccount, separately identified from the other assets of the Emerging
Markets Equity Portfolio and the Trust. All transactions with respect to
assets in the Portfolio will be carried out through the Custodian or such
other custodians of the Portfolio as approved or appointed by the
Portfolio.
9. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees and by the vote of a majority
of the outstanding voting securities of the Portfolio; provided, however,
that at any time the Adviser shall have obtained exemptive relief from the
SEC permitting it to engage a Sub-Adviser without first obtaining approval
of the Agreement from a majority of the outstanding voting securities of
the Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Portfolio, (b) by the Adviser
at any time, without the payment of any penalty, on not more than 60 days'
nor less than 30 days' written notice to the Sub-Adviser, or (c) by
the Sub-Adviser at any time, without the payment of any penalty, on 90
days' written notice to the Adviser. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
10. GOVERNING LAW. This Agreement shall be governed by the internal
laws of the Commonwealth of Massachusetts, without regard to conflict of
law principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
11. SEVERABILITY. Should any part of this Agreement be held invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
12. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other
party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Montgomery Asset Management, L.P.
6
<PAGE>
600 Montgomery Street
San Francisco, CA 94111
Attention: Kevin T. Hamilton
13. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
14. INFORMATION. The Sub-Adviser will notify the Adviser of any change
in the composition of its partners within a reasonable time after such
change.
15. ADVISER INFORMATION. For the purposes of complying with the laws of
the State of California, the Adviser hereby consents to the disclosure to
third parties of (i) the identity of the Portfolio as part of a
representative list of other clients of the Sub-Adviser, (ii) investment
results and other data of the Portfolio (other than the identity of the
Adviser) in connection with providing composite investment results of the
Sub-Adviser and (iii) investments and transactions of the Portfolio (other
than the identity of the Adviser) in connection with proving composite
information of the Sub-Adviser.
A copy of the Declaration of Trust is on file with the Secretary of State
of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Portfolio or the Trust.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
officers designated below as of the day and year first written above.
SEI Financial Management Montgomery Asset Management, L.P.
Corporation by Montgomery Asset Management, Inc., its
General Partner
By: /s/ Robert B. Carroll By: /s/ Mark Gent
- --------------------------------------------------------------------------------
Title: Vice President Title: President
- -------------------------------------------------------------------------------
7
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Montgomery Asset Management, L.P.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
Emerging Markets Equity Portfolio .90% up to $50 million
.55% over $50 million
8
<PAGE>
EXHIBIT 5(l)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 16th day of December, 1994, by and among SEI
Financial Management Corporation, (the "Adviser") and Acadian Asset Mangement,
Inc. (the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the Portfolio, including
the purchase, retention and disposition of securities and other assets, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of Trustees of
the Trust and will conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986, and all other applicable federal
and state laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In executing
Portfolio transactions and selecting brokers or dealers, the Sub-Adviser
will use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available for
any transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing
<PAGE>
basis. In evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction the Sub-Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the
Portfolio and/or other accounts over which the Sub-Adviser or an affiliate
of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of Trustees,
to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for any of the
Portfolios which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only if,
the Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer - - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser to
the Portfolio. In addition, the Sub-Adviser if authorized to allocate
purchase and sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Sub-Adviser or
the Trust's principal underwriter) to take into account the sale of shares
of the Trust if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with
other qualified firms. In no instance, however, will any Portfolio's
securities be purchased from or sold to the Sub-Adviser, the Trust's
principal underwriter, or any affiliated person of either the Trust, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser of this Agreement and shall timely furnish to
the Adviser all information relating to the Sub-Adviser's services under
this Agreement needed by the Adviser to keep the other books and records of
the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser
shall also furnish to the Adviser any other information that is required to
be filled by the Adviser or the Trust with the Securities and Exchange
Commission ("SEC") or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any
of such records upon the Portfolio's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor Sub-Adviser upon the termination of
his Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
<PAGE>
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of investments under
management and will be paid to the Sub-Adviser monthly. The Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and
<PAGE>
its clients. The Adviser agrees to use its reasonable best efforts to
ensure that materials prepared by its employees or agents or its affiliates
that refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-
Adviser shall not be required to indemnify or otherwise hold the Adviser
harmless under this Section 7 where the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.
8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of such Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party, or (c) by the Sub-
Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the other party. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors.
11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid
<PAGE>
addressed by the party giving notice to the other party at the last
address furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Acadian Asset Mangement, Inc.
260 Franklin Street
Boston, MA 02110
Attention: President
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI Financial Management Corporation Acadian Asset Mangement, Inc.
By: /s/ Robert B. Carroll By: /s/ Gary L. Bergsbron
Title: Vice President Title: Vice President
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Acadian Asset Mangement, Inc.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
International Equity .325% on first $150 million
.25% on next $100 million
.15% on next $100 million
.10% over $350 million
<PAGE>
Exhibit 5(m)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 16th day of December, 1994, by and among SEI
Financial Management Corporation, (the "Adviser") and WorldInvest Limited (the
"Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
WHEREAS, the Sub-Adviser is a member of The Investment Management
Regulatory Organization Limited ("IMRO") and is regulated by IMRO in conducting
its investment business.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the Portfolio,
including the purchase, retention and disposition of securities and other
assets, in accordance with the Portfolio's investment objectives,
policies and restrictions as stated in the Portfolio's prospectus and
statement of additional information, as currently in effect and as
amended or supplemented from time to time (referred to collectively as
the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of Trustees
of the Trust and will conform to and comply with the requirements of the
1940 Act, the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended from time to
time.
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from
time to time, in conformity with federal securities laws. In executing
Portfolio transactions and selecting brokers or dealers, the Sub-Adviser
will use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available
for any transaction, the Sub-Adviser shall
<PAGE>
consider all factors that it deems relevant, including the breadth of the
market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a
particular transaction the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser
may exercise investment discretion. The Sub-Adviser is authorized,
subject to the prior approval of the Trust's Board of Trustees, to pay to
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for any of the
Portfolios which is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if, but only
if, the Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer - - viewed in terms of that
particular transaction or terms of the overall responsibilities of the
Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if authorized
to allocate purchase and sale orders for portfolio securities to brokers
or dealers (including brokers and dealers that are affiliated with the
Sub-Adviser or the Trust's principal underwriter) to take into account
the sale of shares of the Trust if the Sub-Adviser believes that the
quality of the transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however, will any
Portfolio's securities be purchased from or sold to the Sub-Adviser, the
Trust's principal underwriter, or any affiliated person of either the
Trust, the Sub-Adviser or the principal underwriter, acting as principal
in the transaction, except to the extent permitted by the Securities and
Exchange Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the
1940 Act and shall render to the Adviser or Board of Trustees such
periodic and special reports as the Adviser or Board of Trustees may
reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to
be maintained by the Sub-Adviser of this Agreement and shall timely
furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other
books and records of the Portfolio required by Rule 31a-1 under the 1940
Act. The Sub-Adviser shall also furnish to the Adviser any other
information that is required to be filled by the Adviser or the Trust
with the Securities and Exchange Commission ("SEC") or sent to
shareholders under the 1940 Act (including the rules adopted thereunder)
or any exemptive or other relief that the Adviser or the Trust obtains
from the SEC. The Sub-Adviser agrees that all records that it maintains
on behalf of the Portfolio are property of the Portfolio and the Sub-
Adviser will surrender promptly to the Portfolio any of such records upon
the Portfolio's request; provided, however, that the Sub-Adviser may
retain a copy of such records. In addition, for the duration of this
Agreement, the Sub-Adviser shall preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to this Agreement, and shall transfer said
records to any successor Sub-Adviser upon the termination of his
Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's assets and shall provide the Adviser with such information
upon request of the Adviser.
<PAGE>
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall
be free to render similar services to others, as long as such services do
not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that nothing herein
shall be construed to relieve the Sub-Adviser of responsibility for
compliance with the Portfolio's investment objectives, policies, and
restrictions, as provided in Section 1 hereunder.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement and
as amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will
be calculated based on the average monthly market value of investments
under management and will be paid to the Sub-Adviser monthly. The Sub-
Adviser may, in its discretion and from time to time, waive a portion of
its fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser
in connection with performance of its obligations under this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of
damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 1940 Act), or a loss resulting from willful
misfeasance, bad faith or negligence on the Sub-Adviser's part in the
performance of its duties or from reckless disregard of its obligations
and duties under this Agreement, except as may otherwise be provided
under provisions of applicable state law which cannot be waived or
modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to stockholders, sales literature or other materials
prepared for distribution to stockholders of the Portfolios, the Trust or
the public that refer to the Sub-Adviser or its clients in any way prior
to use thereof and not to use material if the
<PAGE>
Sub-Adviser reasonably objects in writing within five business days (or
such other period as may be mutually agreed) after receipt thereof. The
Sub-Adviser's right to object to such materials is limited to the
portions of such materials that expressly relate to the Sub-Adviser, its
services and its clients. The Adviser agrees to use its reasonable best
efforts to ensure that materials prepared by its employees or agents or
its affiliates that refer to the Sub-Adviser or its clients in any way
are consistent with those materials previously approved by the Sub-
Adviser as referenced in the first sentence of this paragraph. Sales
literature may be furnished to the Sub-Adviser by first class or
overnight mail, facsimile transmission equipment or hand delivery.
7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses)
howsoever arising from or in connection with this Agreement or the
performance by the Sub-Adviser of its duties hereunder; provided,
however, that the Sub-Adviser shall not be required to indemnify or
otherwise hold the Adviser harmless under this Section 7 where the claim
against, or the loss, liability or damage experienced by the Adviser, is
caused by or is otherwise directly related to the Adviser's own willful
misfeasance, bad faith or negligence, or to the reckless disregard of its
duties under this Agreement.
8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority
of the outstanding voting securities of the Portfolio; provided, however,
that at any time the Adviser shall have obtained exemptive relief from
the SEC permitting it to engage a Sub-Adviser without first obtaining
approval of the Agreement from a majority of the outstanding voting
securities of the Portfolio(s) involved, the Agreement shall become
effective upon its approval by the Trust's Board of Trustees. Any Sub-
Adviser so selected and approved shall be without the protection accorded
by shareholder approval of an investment adviser's receipt of
compensation under Section 36(b) of the 1940 Act.
This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Portfolio (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of such
Portfolio, (b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written notice
to the other party, or (c) by the Sub-Adviser at any time, without the
payment of any penalty, on 90 days' written notice to the other party.
This Agreement shall terminate automatically and immediately in the event
of its assignment, or in the event of a termination of the Adviser's
agreement with the Trust. As used in this Section 8, the terms
"assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940 Act
and the rules and regulations thereunder, subject to such exceptions as
may be granted by the Commission under the 1940 Act.
9. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
<PAGE>
11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by the
party giving notice to the other party at the last address furnished by
the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: WorldInvest Limited
56 Russell Square
London WC1B 4HP England
Attention: President
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision
of this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first
written above.
SEI Financial Management Corporation WorldInvest Limited
By: /s/ Robert B. Carroll By: /s/ /s/ Charles Hall
Title: Vice President Title: Chairman Director
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
WorldInvest Limited
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
International Equity .325% on first $300 million
.20% on next $300 million
<PAGE>
Exhibit (11)
Consent of Independent Accountants
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 19 to the Registration
Statement on Form N-1A of our report dated April 11, 1995, relating to the
financial statements of the Core International Equity, European Equity, Pacific
Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios
of SEI International Trust which appears in such Statement of Additional
Information and to the incorporation by reference of our report into the
Prospectuses which constitute part of this Registration Statement. We also
consent to the references to us under the headings "Experts" and "Financial
Statements" in the Statement of Additional Information and to the references to
us under the headings "Financial Highlights" and "General Information" in the
Prospectuses.
PRICE WATERHOUSE LLP
Philadelphia, PA
April 27, 1995
<PAGE>
Exhibit 15(a)
DISTRIBUTION PLAN
ProVantage Funds
WHEREAS, SEI International Trust (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
Trust's ProVantage Funds Class and the owners of units of beneficial interest
("Shareholders") in the Trust's ProVantage Funds Class;
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 ProVantage Funds Distribution Plan
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of ProVantage Funds securities of which the Trust is the
issuer.
Section 2. The Trust may incur expenses for the items stipulated in
Section 3 of this Plan in an amount equal to .30% of the average daily net
assets of the ProVantage Funds 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 ProVantage Funds of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for (i) compensation for it services in connection with distribution
assistance or provision of shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies and investment counselors, broker-dealers and the
Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
provision of shareholder services.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
limited to, the following:
1
<PAGE>
(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 until it has been approved (a)
by a vote of at least a majority of the outstanding voting securities of the
Trust's ProVantage Funds Class; and (b) together with any related agreements, by
votes of the majority of both (i) the Trustees 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 Trust's ProVantage Funds Class.
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
2
<PAGE>
Shareholders holding a majority of the outstanding voting securities of the
Trust, 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.
3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
---------
<S> <C>
Core International Equity Portfolio (formerly, International Equity)...... 30%
International Fixed Income Portfolio...................................... 30%
European Equity Portfolio................................................. 30%
Pacific Basin Equity Portfolio............................................ 30%
Emerging Markets Equity Portfolio......................................... 30%
</TABLE>
April 12, 1995
4
