<PAGE>
SEI INTERNATIONAL TRUST
NOVEMBER 2, 1994
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY
EUROPEAN EQUITY
PACIFIC BASIN EQUITY
EMERGING MARKETS EQUITY
INTERNATIONAL FIXED INCOME
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Please read this Prospectus carefully before investing, and keep it on file for
future reference.
A Statement of Additional Information dated November 2, 1994 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.
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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.
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THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
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<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) /1/
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<TABLE>
<CAPTION>
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) /2/ .93% .81% .78% .81% .61%
12b-1 Fees /3/ .12% .12% .12% .12% .12%
Other Expenses .20% .37% .40% 1.02% .27%
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Total Operating Ex-
penses /4/ 1.25% 1.30% 1.30% 1.95% 1.00%
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</TABLE>
1 The operating expenses set forth in this table with respect to the European
Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios reflect
the estimated expenses of these Portfolios for the fiscal year ending
February 28, 1995.
2 The Manager has waived, on a voluntary basis, a portion of its fee with
respect to each Portfolio except the International Equity Portfolio, and the
management/advisory fees shown reflect this voluntary waiver. The Manager
reserves the right to terminate its waiver at any time in its sole
discretion. Absent such fee waiver, management/advisory fees would be 1.13%
for the European Equity Portfolio, 1.20% for the Pacific Basin Equity
Portfolio, 1.70% for the Emerging Markets Equity Portfolio and .90% for the
International Fixed Income Portfolio.
3 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%.
4 Absent the voluntary fee waiver described above, total operating expenses
would be 1.62% for the European Equity Portfolio, 1.72% for the Pacific Basin
Equity Portfolio, 2.84% for the Emerging Markets Equity Portfolio and 1.29%
for the International Fixed Income Portfolio. Additional information may be
found under "The Manager and Shareholder Servicing Agent."
EXAMPLE
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An investor in a Portfolio would pay
the following expenses on a $1,000
investment assuming (1) 5% annual re-
turn and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------- -------
<S> <C> <C> <C> <C>
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 PORTFOLIO $20.00 $61.00 $105.00 $227.00
INTERNATIONAL FIXED INCOME $10.00 $32.00 $ 55.00 $122.00
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</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. The International Equity
Portfolio also offers ProVantage Funds shares, which are subject to the same
expenses except that ProVantage Funds shares bear sales loads and different
distribution costs. Additional Information may be found under "The Manager and
Shareholder Servicing Agent," "The 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 financial highlights, for a share outstanding throughout each
period, insofar as they relate to each of the five years in the period ended
February 28, 1994, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon was unqualified. This information should be
read in conjunction with the Trust's financial statements and notes thereto,
which are included in the Trust's Statement of Additional Information and which
appear, along with the report of Price Waterhouse LLP, in the Trust's 1994
Annual Report to Shareholders. Additional performance information is set forth
in the 1994 Annual Report to shareholders and is available upon request and
without charge by calling 1-800-342-5734.
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
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<TABLE>
<CAPTION>
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
8/31/94 /1/ 2/28/94 2/28/93 2/29/92 2/28/91 2/28/90 /2/
(unaudited)
- ---------------------------------------------------------------------------------------
<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
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Income from Investment
Operations:
Net Investment Income 0.10 0.13 0.16 0.19 0.18 0.04
Net Realized and
Unrealized Gains
(Losses) 0.08 2.05 0.04 (0.36) (0.14) (0.42)
- ---------------------------------------------------------------------------------------
Total from Investment
Operations 0.18 2.18 0.20 (0.17) 0.04 (0.38)
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Less Distributions:
Distributions from Net
Investment Income /3/ -- (0.11) (0.36) (0.30) -- --
Distributions from Re-
alized Capital Gains -- -- -- -- (0.01) --
Return of Capital -- -- -- -- (0.09) --
- ---------------------------------------------------------------------------------------
Total Distributions -- (0.11) (0.36) (0.30) (0.10) --
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Net Asset Value, End of
Period $11.18 $11.00 $8.93 $9.09 $9.56 $9.62
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- ---------------------------------------------------------------------------------------
Total Return 1.64% 24.44% 2.17% (1.63)% 0.36% (3.70)%
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Ratios and Supplemental
Data:
Net Assets, End of Pe-
riod (000) $558,424 $503,498 $178,287 $92,456 $35,829 $8,661
Ratio of Expenses to
Average Net Assets 1.20% 1.10% 1.10% 1.10% 1.10% 1.10%
Ratio of Expenses to
Average Net Assets
(Excluding Waivers) 1.23% 1.24% 1.53% 1.52% 1.64% 5.67%
Ratio of Net Invest-
ment Income to Average
Net Assets 1.87% 1.46% 1.80% 2.07% 3.52% 3.13%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets (Excluding
Waivers) 1.84% 1.32% 1.37% 1.63% 2.98% (1.44)%
Portfolio Turnover
Rate 8% 19% 23% 79% 14% --%
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</TABLE>
1 All ratios and total return for the period have been annualized.
2 The International Equity Portfolio commenced operations on December 20, 1989.
All ratios and total return for the period have been annualized.
3 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
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<TABLE>
<CAPTION>
EUROPEAN PACIFIC BASIN INTERNATIONAL
EQUITY PORTFOLIO EQUITY PORTFOLIO FIXED INCOME PORTFOLIO
---------------- ---------------- -----------------------
4/29/94 4/29/94 3/1/94 9/1/93
to to to to
8/31/94 /1/ 8/31/94 /2/ 8/31/94 /3/ 2/28/94 /4/
(unaudited) (unaudited) (unaudited)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Begin-
ning of Period $10.00 $10.00 $10.23 $10.00
- -----------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income 0.06 (0.02) 0.18 0.15
Net Realized and
Unrealized Gains
(Losses) 0.26 0.39 (0.08) 0.17
- -----------------------------------------------------------------------------------
Total from Investment
Operations 0.32 0.37 0.10 0.32
- -----------------------------------------------------------------------------------
Less Distributions:
Distributions from Net
Investment Income /5/ -- -- -- (0.09)
Distributions from Re-
alized Capital Gains -- -- -- --
Return of Capital -- -- -- --
- -----------------------------------------------------------------------------------
Total Distributions -- -- -- (0.09)
- -----------------------------------------------------------------------------------
Net Asset Value, End of
Period $10.32 $10.37 $10.33 $10.23
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- -----------------------------------------------------------------------------------
Total Return 3.20% 3.70% 0.98% 6.41%
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- -----------------------------------------------------------------------------------
Ratios and Supplemental
Data:
Net Assets, End of Pe-
riod (000) $19,764 $17,300 $33,180 $23,678
Ratio of Expenses to
Average Net Assets 1.30% 1.30% 1.00% 1.00%
Ratio of Expenses to
Average Net assets
(Excluding Waivers) 1.68% 1.77% 1.41% 1.61%
Ratio of Net Invest-
ment Income to Average
Net Assets 2.09% (0.76)% 4.24% 3.81%
Ratio of Net Invest-
ment Income to Average
Net Assets
(Excluding Waivers) 1.71% (1.23)% 3.83% 3.20%
Portfolio Turnover
Rate 14% 8% 152% 126%
- -----------------------------------------------------------------------------------
</TABLE>
1 The European Equity Portfolio commenced operations on April 29, 1994. All
ratios and total return for the period have been annualized.
2 The Pacific Basin Equity Portfolio commenced operations on April 29, 1994.
All ratios and total return for the period have been annualized.
3 All ratios and total return for the period have been annualized.
4 The International Fixed Income Portfolio commenced operations on 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. This
prospectus offers Class A shares of the Trust's International Equity, European
Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed
Income Portfolios (the "Portfolios" and each of these, a "Portfolio"). Shares
in the International Equity Portfolio may also be purchased through that
Portfolio's ProVantage Funds Class. 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 ______________________________________________________________________
INTERNATIONAL The International Equity Portfolio seeks to provide long-
EQUITY term capital appreciation by investing primarily in a
diversified portfolio of equity securities of non-U.S.
issuers.
Under normal circumstances, at least 65% of the
International Equity Portfolio's assets will be invested in
the following equity securities of non-U.S. issuers: common
stocks, securities convertible into common stocks, preferred
stocks, warrants and rights to subscribe to common stocks.
At all times at least 65% of the Portfolio's total assets
will be invested in securities of 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 issuers located in Europe.
Under normal circumstances, at least 65% of the European
Equity Portfolio's assets will be invested in equity
securities, as defined above, of issuers located in any of
the following countries: the United Kingdom, Germany,
France, Austria, Belgium, Denmark, Finland, Italy, Ireland,
the Netherlands, Norway, Spain, Sweden and Switzerland.
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 issuers
located in Japan and the Far East.
Under normal circumstances, at least 65% of the Pacific
Basin Equity Portfolio's assets will be invested in equity
securities, as defined above, of issuers located in any of
the following countries: Japan, Hong Kong, Singapore,
Malaysia, Australia, New Zealand and South Korea.
EMERGING The Emerging Markets Equity Portfolio seeks to provide
MARKETS EQUITY capital appreciation by investing primarily in a diversified
portfolio of equity securities of companies located in
countries having emerging securities markets.
Under normal circumstances, at least 65% of the Emerging
Markets Equity Portfolio's assets will be invested in equity
securities, as defined above, of issuers located
5
<PAGE>
in countries having emerging markets. 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.
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. This Portfolio currently limits its
investments to the following emerging market countries:
Latin America (Argentina, Brazil, Chile, Columbia, Costa
Rica, Jamaica, Mexico, Peru, Trinidad and Tobago, Uruguay,
Venezuela); Asia (Bangladesh, China, India, Indonesia,
Korea, Malaysia, Pakistan, Philippines, Singapore, Sri
Lanka, Taiwan, Thailand, Vietnam); the Commonwealth of
Independent States; Southern and Eastern Europe (Czech
Republic, Greece, Hungary, Poland, Portugal, Turkey); Mid-
East (Israel, Jordan); and Africa (Egypt, Ghana, Ivory
Coast, Kenya, Morocco, Nigeria, Tunisia, Zimbabwe).
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 of the following
countries: Austria, Australia, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, Luxembourg,
The Netherlands, New Zealand, Norway, Spain, Sweden,
Switzerland and the United Kingdom.
There is no assurance that the Portfolios will achieve their respective
objectives.
GENERAL
INVESTMENT
POLICIES ___________________________________________________________________
INTERNATIONAL The International Equity Portfolio may enter into forward
EQUITY foreign currency contracts as a hedge against 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
("EDRs"). 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.
6
<PAGE>
^
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 a sub-adviser 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 basis and purchase
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.
There are certain risks associated with investing in
options and futures some of which may include lack of a
liquid secondary market, trading restrictions which may be
imposed by an exchange and government regulations which may
restrict trading. For additional information regarding
options and futures, please refer to the section
"Description of Permitted Investments and Risk Factors" in
this Prospectus.
For temporary defensive purposes, when a sub-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 sub-adviser 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 sub-adviser to be of
comparable quality.
Commercial paper issuers rated Prime-2 by Moody's are
judged by Moody's to be of "strong" quality, on the basis of
relevant prepayment capacity.
EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have
PACIFIC BASIN the same general investment policies as the International
EQUITY Equity Portfolio. In addition to the general investment
policies described above, the European Equity and Pacific
Basin Equity Portfolios may each invest up to 35% of its
total assets in equity securities of issuers located in
other countries in the Portfolios' respective regions,
however, if and to the extent such investments are approved
by the Trust's Board of Trustees. Such investments could
include securities of companies
7
<PAGE>
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. Such investments
entail risks which include the possibility of political or
social instability, adverse changes in investment or
exchange control regulations, expropriation and withholding
of dividends at the source. In addition, such securities may
trade with less frequency and volume than securities of
companies and governments of developed, stable nations.
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.
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. 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 Adviser
determines 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 Adviser 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 Adviser to be of comparable
quality.
The Adviser's 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
Adviser's 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 Adviser's 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
Adviser views 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
8
<PAGE>
throughout the rest of the region, the Adviser aims to
capitalize on the faster growth rates occurring outside
Japan and a rapidly expanding universe of securities.
EMERGING Under normal circumstances, at least 65% of the Emerging
MARKETS EQUITY Markets Equity Portfolio will be invested in the equity
securities of emerging market companies. The Portfolio
considers emerging market companies 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.
In addition to its primary investments, described above,
the 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.
For temporary defensive purposes, when the sub-adviser
determines 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 sub-adviser
expects to have the highest risk/reward tradeoff when
incorporated into a total portfolio context. The sub-adviser
attempts 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.
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
9
<PAGE>
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 Adviser. 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 and illiquid securities. The Portfolio
also may enter into forward currency contracts, purchase
securities on a when-issued basis and engage in short
selling. Although the Portfolio will concentrate its
investments in the developed countries listed above, 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 Adviser.
There are certain risks associated with investing in
options and futures some of which may include lack of a
liquid secondary market, trading restrictions which may be
imposed by an exchange and government regulations which may
restrict trading. For additional information regarding
options and futures, please refer to the section
"Description of Permitted Investments and Risk Factors" in
this Prospectus.
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 Adviser's assessment of interest rate trends and other
economic and market factors. In the event a security owned
by the Portfolio is downgraded below rating categories
discussed above, the Adviser 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 Adviser does 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
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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 Adviser
determines 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.
Debt rated BBB by S&P 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.
Bonds which are rated Baa by Moody's 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.
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 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
without the consent of the holders of a majority of the
Trust's or that Portfolio's outstanding shares.
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Each Portfolio may not:
1. 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 the total assets of the Portfolio would be invested
in the securities of such issuer. This restriction
applies to 75% of each Portfolio's total assets. For
purposes of this investment limitation, each foreign
governmental issuer is deemed a separate issuer. This
investment limitation does not apply to the International
Fixed Income Portfolio.
2. Purchase any securities which would cause more than 25%
of the total assets of the Portfolio to be invested in
the securities of one or more issuers conducting their
principal business activities in the same industry,
provided that this limitation does not apply to
investments in obligations issued or guaranteed by the
United States Government or its agencies and
instrumentalities. For purposes of this limitation, (i)
utility companies will be divided according to their
services, for example, gas, gas transmission, electric
and telephone will each be considered a separate
industry; (ii) financial services companies will be
classified according to the end users of their services,
for example, automobile finance, bank finance and
diversified finance will each be considered a separate
industry; (iii) supranational agencies will be deemed to
be issuers conducting their principal business activities
in the same industry; and (iv) governmental issuers
within a particular country will be deemed to be
conducting their principal business activities in the
same industry.
3. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the value
of the total assets of that Portfolio. This borrowing
provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate substantial
redemption requests if they should occur and is not for
investment purposes. All borrowings will be repaid before
making additional investments for that Portfolio and any
interest paid on such borrowings will reduce the income
of that Portfolio.
The foregoing percentage limitations will apply at the time
of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional
Information.
THE MANAGER
AND SHAREHOLDER
SERVICING AGENT _______________________________________________________________
SEI Financial Management Corporation (the "Manager" and the
"Transfer Agent"), a wholly-owned subsidiary of SEI
Corporation ("SEI"), is responsible for providing the Trust
with overall management services, regulatory reporting, all
necessary office space, equipment, personnel and facilities
and for acting as transfer agent, dividend disbursing agent,
and shareholder servicing agent.
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For these services, the Manager 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 International
Equity and International Fixed Income Portfolios, .80% of
the average daily net assets of the European Equity and
Pacific Basin Equity Portfolios and .65% of the average
daily net assets of the Emerging Markets Equity Portfolio.
The Manager has voluntarily agreed to waive all or a portion
of its fees with respect to each Portfolio except the
International Equity Portfolio in order to limit total
operating expenses of the Class A shares, as a percentage of
average daily net assets, to not more than 1.30% for the
European Equity and Pacific Basin Equity Portfolios, 1.95%
for the Emerging Markets Equity Portfolio and 1.00% for the
International Fixed Income Portfolio, respectively. The
Manager reserves the right to terminate these voluntary fee
waivers at any time in its sole discretion. Absent the
Manager's fee waiver, the management and advisory fees for
the European Equity, Pacific Basin Equity and Emerging
Markets Equity Portfolios would be higher than that paid by
most mutual funds.
For the fiscal year ended February 28, 1994, the
International Equity and International Fixed Income
Portfolios paid the Manager fees (shown here as a percentage
of average daily net assets after fee waivers) as follows:
International Equity--.46%; and International Fixed Income--
.04%. The European Equity, Pacific Basin Equity and Emerging
Markets Equity Portfolios had not commenced operations as of
February 28, 1994.
THE ADVISERS ___________________________________________________________________
Under advisory agreements with the Trust (the "Advisory
Agreements"), Morgan Grenfell Investment Services Limited,
Schroder Capital Management International Limited and
Strategic Fixed Income L.P. act as the investment advisers
for the European Equity, Pacific Basin Equity and
International Fixed Income Portfolios, respectively, and SEI
Financial Management Corporation ("SFM") acts as investment
adviser for the International Equity and Emerging Markets
Equity Portfolios. These investment advisers are referred to
herein collectively as the "Advisers" and individually as an
"Adviser." Under the Advisory Agreements, the Advisers are
authorized to make investment decisions for the assets of
the Portfolios, and to continuously review, supervise and
administer the Portfolios' investment programs. In addition,
SFM is charged with oversight of any sub-advisers for the
International Equity and Emerging Markets Equity Portfolios.
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 each Portfolio without
submitting the sub-advisory agreements to a vote of the
Portfolio's shareholders. If granted, exemptive relief will
permit the non-disclosure of amounts payable by SFM under
such sub-advisory agreements. The Portfolios will notify
shareholders in the event of any addition or change in the
identity of the sub-advisers for the Portfolios.
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MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as
INVESTMENT the investment adviser for the European Equity Portfolio.
SERVICES MG, a subsidiary of Morgan Grenfell Asset Management
LIMITED Limited, managed over $8 billion in assets as of March 1,
1994. Morgan Grenfell Asset Management Limited, a wholly-
owned subsidiary of Deutsche Bank, A.G., a German financial
services conglomerate, managed over $35 billion in assets as
of March 1, 1994. MG has over 11 years experience in
managing international portfolios for North American
clients. It employs 14 European investment professionals.
Through a proprietary investment process, 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 share primary
responsibility for the European Equity Portfolio. Mr.
Johnston has 19 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 calculated daily and
paid monthly, 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 adviser for the Pacific Basin Equity
MANAGEMENT Portfolio. SC is a wholly-owned indirect subsidiary of
INTERNATIONAL Schroders plc, the holding company parent of an investment
LIMITED 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, 1994, the Schroder
Group had over $75 billion in assets under management. As of
that date, SC had over $11 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,
serves as the principal portfolio manager for the Pacific
Basin Equity Portfolio. Mr. Ager has over 17 years of
experience in managing client accounts invested in Asian
countries.
SC is entitled to a fee, which is calculated daily and
paid monthly, 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.
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<PAGE>
SEI FINANCIAL SEI Financial Management Corporation acts as the investment
MANAGEMENT adviser for the International Equity and Emerging Markets
CORPORATION Equity Portfolios. SFM is a wholly-owned subsidiary of SEI
Corporation. Founded in 1968, SEI Corporation is a leading
provider of asset management services and investment
solutions to banks, institutional investors, investment
advisers and insurance companies. Affiliates of SFM have
provided consultative advice to institutional investors for
more than 20 years, including advice on selection and
evaluating the performance of investment advisers. As of
September 30, 1994, assets for which SFM served as manager
totalled approximately $42 billion.
SFM is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of .475% of the
International Equity Portfolio's average daily net assets
and, with respect to the Emerging Markets Equity Portfolio,
1.05% of average daily net assets up to and including $50
million and .70% of net assets in excess of $50 million.
STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment
INCOME L.P. adviser for the International Fixed Income Portfolio. SFI is
a limited partnership formed in 1991 to specifically 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,
1994, SFI had approximately $2.2 billion of client assets
under management. Together, SFI and SIM managed over $9.0
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, and Diane Bilverstone,
Director, of SFI are the portfolio managers of the Portfolio
and have both been portfolio managers for SFI since its
inception in 1991. Prior to that Kenneth Windheim managed a
global fixed income portfolio at Prudential Asset
Management. Prior to joining SFI, Diane Bilverstone managed
the International Bond Portfolios as well as the capital
reserves of the Hambros Bank in London, United Kingdom.
SFI is entitled to a fee, which is calculated daily and
paid monthly, 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, 1994, the Portfolio paid
advisory fees of .25% of its average daily net assets.
THE SUB-ADVISERS _______________________________________________________________
MONTGOMERY
ASSET Montgomery Asset Management, L.P. ("MAM") acts as the sub-
MANAGEMENT, adviser for the Emerging Markets Equity Portfolio pursuant
L.P. to a sub-advisory agreement with SFM. In accordance with the
Portfolio's investment 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 July
31, 1994, MAM had approximately $2.8 billion in
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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.
ACADIAN ASSET Acadian Asset Management, Inc. ("Acadian") act as a sub-
MANAGEMENT, adviser for the International Equity Portfolio pursuant to a
INC. 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 will be
responsible for managing Portfolio assets allocated to
Acadian.
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.
WORLDINVEST WorldInvest Limited ("WorldInvest") acts as a sub-adviser
LIMITED for the 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
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August 30, 1994 were more than $5.5 billion, of which more
than $2.8 billion were invested in global equities. The
Portfolio assets allocated to WorldInvest will be managed by
a team of equity portfolio managers led by Mark Beale. Mr.
Beale is 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.
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 Class A shares (the
"Plans") pursuant to Rule 12b-1 under the 1940 Act. The
Trust may also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
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").
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 for each Portfolio
(shown here as a percentage of daily net assets) is .12%.
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
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<PAGE>
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 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 4:00 p.m. Eastern time on any Business Day.
The market value of each portfolio security is obtained
by the Manager from an independent pricing service.
Securities having maturities of 60 days or less at the time
of 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 of 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.
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Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Trust's transfer agent
will be responsible for any loss, liability, cost or expense
for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The
Trust and the Trust's transfer agent will each employ
reasonable procedures to confirm that instructions
communicated by telephone are genuine, including requiring a
form of personal identification prior to acting upon
instructions received by telephone and recording telephone
instructions. 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.
PERFORMANCE ____________________________________________________________________
From time to time, each Portfolio may advertise the yield
and total return of one or more Portfolios. These figures
will be based on historical earnings and are not intended to
indicate future performance. No representation can be made
concerning actual future yields or returns. The yield of a
Portfolio refers to the income generated by a hypothetical
investment, net of any sales charge imposed in the case of
some of the ProVantage Funds 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.
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 or 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
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benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot
be calculated precisely.
TAXES __________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state or local income tax treatment of the
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 company
taxable income and net capital gains (the excess of net
long-term capital gain over net short-term capital losses)
distributed to shareholders.
Tax Status of 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. 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.
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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.
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 the Manager at least 15 days prior to the
distribution.
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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 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 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") and foreign issuer and deposited with the depositary. ADRs
European include American Depositary Shares and New York Shares.
Depositary EDRs, which are sometimes referred to as Continental
Receipts Depositary Receipts ("CDRs"), are securities, typically
("EDRS") issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities
issued by either a U.S. or foreign issuer. ADRs, EDRs and
CDRs may be available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying
the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without
participation by the issuer of the 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. The International
Equity, European Equity, Pacific Basin Equity and Emerging
Markets Equity Portfolios are permitted to invest in
sponsored or unsponsored ADRs, EDRs, CDRs and other similar
global instruments.
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Bankers' Bankers' Acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are used by corporations to finance the shipment
and storage of goods and to furnish dollar exchange.
Maturities are generally six months or less.
Certificates of Certificates of Deposit are interest bearing instruments
Deposit with a specific short-term maturity. They are issued by
banks and savings and loan institutions in exchange for the
deposit of funds and normally can be traded in the secondary
market prior to maturity. Certificates of Deposit have
penalties for early withdrawal.
Commercial Commercial Paper includes unsecured short-term promissory
Paper notes issued by municipalities, corporations and other
entities. Maturities on these issues vary from a few days to
nine months.
Convertible Convertible securities have characteristics similar to both
Securities fixed income and equity securities. Because of the
conversion feature, the market value of convertible
securities tends to move together with the market value of
the underlying stock. As a result, a Portfolio's selection
of convertible securities is based, to a great extent, on
the potential for capital appreciation that may exist in the
underlying stock. The value of convertible securities is
also affected by prevailing interest rates, the credit
quality of the issuer, and any call provisions.
Equity The equity securities in which the International Equity,
Securities European Equity, Pacific Basin Equity and Emerging Markets
Equity Portfolios may invest include common stocks,
preferred stocks, warrants to acquire common stock and
securities convertible into common stock. Investments in
equity securities in general are subject to market risks
that may cause their prices to fluctuate over time. The
value of convertible equity securities is also affected by
prevailing interest rates, the credit quality of the issuer
and any call provision. Fluctuations in the value of equity
securities in which these Portfolios invest will cause the
net asset value of these Portfolios to fluctuate.
Fixed Income Fixed income securities in which the International Fixed
Securities Income and Emerging Markets Equity Portfolios may invest
include bonds, notes, debentures and other interest-bearing
securities that represent indebtedness. The market value of
the fixed income investments in which these Portfolios
invest will 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 necessarily affect cash income
derived from these securities but will affect a Portfolio's
net asset value. The International Fixed Income Portfolio
may invest in securities rated in the fourth highest
category by an NRSRO; such securities, while still
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investment grade, are considered to have speculative
characteristics. The Emerging Markets Equity Portfolio may
invest up to 5% of its net assets in securities rated lower
than investment grade. 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 due to changes in the issuer's
creditworthiness and the outlook for economic growth. The
market for these securities may be less active, causing
market price volatility and limited liquidity in the
secondary market. This may limit the Emerging Market Equity
Portfolio's ability to sell such securities at their market
value. In addition, the market for these securities may be
adversely affected by legislative and regulatory
developments. Credit quality in the junk bond market can
change suddenly and unexpectedly, and even recently issued
credit ratings may not fully reflect the actual risks
imposed by a particular security.
Forward The Portfolios may conduct their foreign currency exchange
Currency transactions on a spot (i.e., cash) basis at the spot rate
Contracts prevailing in the foreign currency exchange market or
through entering into forward currency contracts to protect
against uncertainty in the level of future exchange rates
between a particular foreign currency and the U.S. dollar or
between foreign currencies in which a Portfolio's securities
are or may be denominated. A forward contract involves an
obligation to purchase or sell a specific currency amount at
a future date, which may be any fixed number of days from
the date of the contract, agreed upon by the parties, at a
price set at the time of the contract. Forward currency
contracts, along with futures contracts and option
transactions, are considered to be derivative securities and
may present special risks. Under normal circumstances,
consideration of the prospect for changes in currency
exchange rates will be incorporated into the Portfolios'
long-term investment strategies. However, the Adviser
believes that it is important to have the flexibility to
enter into forward currency contracts when it determines
that the best interests of a Portfolio will be served.
Each Portfolio will convert currency on a spot basis from
time to time, and investors should be aware of the costs of
currency conversion. When the Adviser believes that the
currency of a particular country may suffer a significant
decline against the U.S. dollar or against another currency,
a Portfolio may enter into a currency 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, a 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. A
Portfolio may realize a gain or loss from currency
transactions.
Generally, each Portfolio will enter into forward
currency contracts only as a hedge against foreign currency
exposure affecting the Portfolio. If a Portfolio enters into
forward
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currency contracts to cover activities which are essentially
speculative, the Portfolio will segregate cash or readily
marketable securities with its custodian, or a designated
sub-custodian, in an amount at all times equal to or
exceeding the Portfolio's commitment with respect to such
contracts.
To assure that a Portfolio's foreign currency contracts
are not used for leverage, the net amount a Portfolio may
invest in forward currency contracts is limited to the
amount of the Portfolio's aggregate investments in foreign
currencies.
By entering into forward foreign currency contracts, each
Portfolio will seek to protect the value of its investment
securities against a decline in the value of a currency.
However, these forward foreign currency contracts will not
eliminate fluctuations in the underlying prices of the
securities. Rather, they simply establish a rate of exchange
which one can achieve at some future point in time.
Additionally, although such contracts tend to minimize the
risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential
gain which might result should the value of such currency
increase.
Futures Each Portfolio may enter into contracts for the purchase or
Contracts and sale of securities, including index contracts or foreign
Options on currencies. A purchase of a futures contract means the
Futures acquisition of a contractual right to obtain delivery to the
Contracts Portfolio of the securities or foreign currency called for
by the contract at a specified price during a specified
future month. When a futures contract on securities or
currency is sold, the Portfolio incurs a contractual
obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified
date during a specified future month. A Portfolio may sell
stock index futures contracts in anticipation of, or during
a market decline to attempt to offset the decrease in market
value of its common stocks that might otherwise result; and
it may purchase such contracts in order to offset increases
in the cost of common stocks that it intends to purchase. A
Portfolio may enter into futures contracts and options
thereon to the extent that not more than 5% of the
Portfolio's assets are required as futures contract margin
deposits and premiums on options and may engage in futures
contracts to the extent that obligations relating to such
futures contracts represent not more than 20% of the
Portfolio's total assets.
Each Portfolio may also purchase and write options to buy
or sell futures contracts. A Portfolio may write options on
futures only on a covered basis. Options on futures are
similar to options on securities except that options on
futures give the purchaser the right, in return for the
premium paid, to assume a position in a futures contract,
rather than actually to purchase or sell the futures
contract, at a specified exercise price at any time during
the period of the option.
When a Portfolio enters into a futures transaction it
must deliver to the futures commission merchant selected by
the Portfolio an amount referred to as "initial margin."
This amount is maintained in a segregated account at the
custodian bank. Thereafter, a "variation margin" may be paid
by a Portfolio to, or drawn by a Portfolio from, such
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<PAGE>
account in accordance with controls set for such accounts,
depending upon changes in the price of the underlying
securities subject to the futures contract. In addition, the
Portfolio will segregate liquid high-grade securities in an
amount equal to its obligations under such contract. A
Portfolio will enter into such futures and options on
futures transactions on domestic exchanges and, to the
extent such transactions have been approved by the Commodity
Futures Trading Commission for sale to customers in the
United States, on foreign exchanges.
Options and futures can be volatile investments and
involve certain risks. If the Adviser applies a hedge at an
inappropriate time or judges interest rates incorrectly,
options and futures strategies may lower a Portfolio's
return. A Portfolio could also experience losses if the
prices of its options and futures positions were poorly
correlated with its other instruments, or if it could not
close out its positions because of an illiquid secondary
market.
Illiquid Illiquid securities are securities which cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on a Portfolio's books. Not
more than 10% of the total assets of each Portfolio will be
invested in such instruments. An illiquid security includes
a demand instrument with a demand notice period exceeding
seven days, if there is no secondary market for such
security. In addition, the Emerging Markets Equity Portfolio
believes 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 sub-adviser 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.
Investment The Emerging Markets Equity Portfolio may invest up to 10%
Companies of its total assets in shares of other investment companies.
Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. Such
investments may involve the payment of substantial premiums
above the net asset value of such issuers' portfolio
securities, and are subject to limitations under the 1940
Act. The 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." See the
Statement of Additional Information.
This Portfolio does not intend to invest in other
investment companies unless, in the judgment of its sub-
adviser, the potential benefits of such investment exceed
the associated costs relative to the benefits and costs
associated with direct investments in the underlying
securities. 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. In accordance with applicable state
regulatory provisions, the sub-
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<PAGE>
adviser has agreed to waive its management fee with respect
to the portion of this Portfolio's assets invested in shares
of other open-end investment companies. The Portfolio
continues to pay its own management fees and other expenses
with respect to their investments in shares of closed-end
investment companies.
Obligations Supranational entities are entities established through the
ofSupranational joint participation of several governments (e.g., The Asian
Entities 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 Options may be used by a Portfolio from time to time as the
Adviser deems to be appropriate. Options will be used only
for hedging purposes.
A put option gives the purchaser of the option the right
to sell, and the writer 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"--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.
Although the Portfolios will engage in option
transactions only as hedging transactions and not for
speculative purposes, there are risks associated with such
investments including the following: (1) the success of a
hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual
securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect or no
correlation between the movement in prices of securities
held by a Portfolio and the prices of options; (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.
The Portfolios will purchase put and call options on
securities, non-U.S. indices, financial futures or stock
index futures only to the extent that premiums paid on all
outstanding options do not exceed 20% of the Portfolio's net
assets. The aggregate value of the securities or obligations
underlying options on securities written by a Portfolio will
not exceed 25% of the Portfolio's net assets at the time
such options are entered into by the Portfolio. With respect
to put options written by a Portfolio, the Portfolio will
establish a segregated account with its custodian bank
consisting of cash, U.S. Government securities or other high
quality liquid debt securities in an amount equal to the
amount a Portfolio would be required to pay upon exercise of
the put.
The Portfolios may use options traded on U.S. exchanges,
and to the extent permitted by law, options traded over-the-
counter and on recognized foreign exchanges.
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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 risk exists of non-performance by a 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, which information is monitored carefully by
the Adviser and verified in appropriate cases. It is the
position of the Securities and Exchange Commission that OTC
options are illiquid unless arrangements exist that allow
the Portfolio to dispose of the options. Accordingly, a
Portfolio will only invest in such options to the extent
consistent with its percentage limit on investment in
illiquid securities.
Options on Each Portfolio may purchase and write put and call options
Currencies on foreign currencies (traded on U.S. and foreign exchanges
or over-the-counter markets) to manage the Portfolio's
exposure to changes in dollar exchange rates. Call options
on foreign currency written by a Portfolio will be
"covered," which means that a Portfolio will own an equal
amount of the underlying foreign currency.
Options on Non- Each Portfolio may purchase and write put and call options
U.S. Indices on non-U.S. indices and enter into related closing
transactions in order to hedge against the risk of market
price fluctuations or to increase income to the Portfolio.
Call and put options on indices are similar to options on
securities except that, rather than the right to purchase or
sell particular securities at a specified price, 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 (or in
a particular industry or segment of the market), rather than
the price movements in individual securities.
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, U.S. Government
securities or other high quality liquid 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.
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.
Privatizations The Emerging Markets Equity Portfolio may invest in
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 such as the Emerging Markets Equity
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Portfolio to participate in privatizations in certain
foreign countries may be limited by local law, or the terms
on which the 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 person, such
Agreements as a Portfolio, 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 Adviser 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 Investing in the securities of foreign companies involves
Foreign Issuers special risks and considerations not typically associated
with investing in U.S. companies. These risks and
considerations include differences in accounting, auditing
and financial reporting standards, generally higher
commission rates on foreign portfolio transactions, the
possibility of expropriation or confiscatory taxation,
adverse changes in investment or exchange control
regulations, political instability which could affect U.S.
investment in foreign countries and potential restrictions
on the flow of international capital and currencies. Foreign
companies may also be subject to less government regulation
than U.S. companies. Moreover, the dividends payable on a
Portfolio's foreign securities may be subject to foreign
withholding taxes, thus reducing the net amount of income
available for distribution to the Portfolio's shareholders.
Further, foreign securities often trade with less frequency
and volume than domestic securities and, therefore, may
exhibit greater price volatility. Also, changes in foreign
exchange rates will affect, favorably or unfavorably, the
value of those securities which are denominated or quoted in
currencies other than the U.S. dollar. With respect to the
Emerging Markets Equity Portfolio, 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 The International Fixed Income Portfolio may sell securities
short, which involves selling securities the Portfolio does
not own (but has borrowed) in anticipation of a decline in
the market price of such securities. When the Portfolio
makes a short sale, the proceeds it receives from the sale
are retained by a broker until the Portfolio replaces the
borrowed securities. To deliver the securities to the buyer,
the Portfolio must arrange through a broker to borrow the
securities and, in so doing, the Portfolio becomes obligated
to
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replace the securities borrowed at their market price at the
time of replacement, whatever that price may be. 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. The Portfolio's
obligation to replace the securities borrowed in connection
with a short sale will be secured by collateral that
consists of cash, U.S. Government securities or other liquid
high grade debt securities.
The Portfolio may maintain "short" positions in forward
currency exchange transactions, which would involve the
Portfolio's agreeing to exchange currency that it does not
own at the 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 the Portfolio
is not used to achieve leverage with respect to the
Portfolio's investments, the Portfolio will establish with
its Custodian a segregated account consisting of cash, U.S.
Government securities or other liquid high grade debt
securities equal to the fluctuating market value of the
securities or currency as to which any short position is
being maintained. The segregated account will be adjusted at
least daily to reflect changes in the market value of the
short position.
The International Fixed Income 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.
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, As a way of managing its exposure to different types of
Floorsand investments, each Portfolio may enter into interest rate
Collars swaps, mortgage swaps, currency swaps and other types of
swap agreements such as caps, floors and collars. The
Portfolios expect to enter into these hedging transactions
primarily to preserve a return or spread on a particular
investment or portions 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.
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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 will tend to shift a Portfolio's
investment exposure from one type of investment to another.
For example, if a Portfolio agrees to exchange payments in
dollars for payments in foreign currency, the swap agreement
would tend to decrease the Portfolio's exposure to U.S.
interest rates and increase its exposure to foreign currency
and interest rates. Caps and floors have an effect similar
to buying or writing options. Depending on how they are
used, swap agreements may increase or decrease the overall
volatility of investments and their share price and yield.
Swap agreements are sophisticated hedging instruments
that typically involve a small investment of cash relative
to the magnitude of risks 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 high quality liquid securities
in a segregated account. A Portfolio will enter into swaps
only with counterparties deemed creditworthy by the Adviser.
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; therefore,
a Portfolio will only invest in such time deposits
consistent with its percentage limit on investment in
illiquid securities.
U.S. Government The Portfolios may invest in obligations issued or
Agencies guaranteed by agencies of the United States Government
including, among others, the Federal Farm Credit Bank, the
Federal Housing Administration, and the Small Business
Administration and obligations issued or guaranteed by
instrumentalities of the United States Government including,
among others, the Federal Home Loan Mortgage Corporation,
the Federal Land Banks, and the U.S. Postal Service. Some of
these securities are supported by the full faith and credit
of the U.S. Treasury (e.g., Government National Mortgage
Association), and others are supported by the right of the
issuer to borrow from the Treasury (e.g., Federal Farm
Credit Bank), and still others are supported only by the
credit of the instrumentality (e.g., Federal National
Mortgage Association). Guarantees of principal by agencies
or instrumentalities of
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the United States Government may be a guarantee of payment
at the maturity of the obligation so that in the event of a
default prior to maturity there might not be a market and
thus no means of realizing on the obligation prior to
maturity. Guarantees as to the timely payment of principal
and interest do not extend to the value or yield of these
securities nor to the value of the Portfolios' shares.
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 of the obligations purchased by a Portfolio may
FloatingRate carry variable or floating rates of interest, may involve a
Instruments conditional or unconditional demand feature and may include
variable amount master demand notes. Such instruments bear
interest at rates which are not fixed, but which vary with
changes in specified market rates or indices, such as a
Federal Reserve composite index. 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
securities.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy shares of a company at a given price
during a specified period.
When-Issued and The Portfolios may enter into forward commitments, or
Delayed purchase securities on a when-issued or delayed delivery
Delivery basis. In such transactions, instruments are bought with
Securities payment and delivery taking place in the future in order to
secure what is considered to be an advantageous yield or
price at the time of the transaction. Delivery of and
payment for these securities may take as long as a month or
more after the date of the purchase commitment but will take
place no more than 120 days after the trade date. A
Portfolio will maintain with its custodian a separate
account with a segregated portfolio of high quality debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date and no interest accrues to
the Fund before settlement. These securities are subject to
market fluctuations 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 would generally purchase securities on a when-
issued or forward commitment basis with the intention of
actually acquiring securities for its portfolio, a Portfolio
may dispose of a when-issued security or forward commitment
prior to settlement if the Adviser deems it appropriate to
do so.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
32
<PAGE>
PROSPECTUS
JUNE 28, 1994
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 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, 1994 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 Interna-
tional Equity Portfolio, an investment portfolio of the Trust, offers two clas-
ses of shares, Class A shares and ProVantage Funds shares. ProVantage Funds
shares differ from Class A shares primarily in the imposition of sales charges
and the allocation of certain distribution expenses and transfer agent fees.
ProVantage Funds 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 ProVantage
Funds shares of the equity portfolio (the "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 PRINCIPAL.
- --------------------------------------------------------------------------------
<PAGE>
................................................................................
TABLE OF
CONTENTS
<TABLE>
<S> <C>
Fund Highlights.. 2
Portfolio
Expenses........ 4
Your Account and
Doing Business
with ProVantage
Funds........... 5
Investment
Objective and
Policies........ 8
General
Investment and
Policies........ 9
Investment
Limitations..... 10
The Manager and
Shareholder
Servicing Agent. 11
The Adviser...... 12
Distribution..... 12
Performance...... 14
Taxes............ 14
Additional
Information
About Doing
Business with
Us.............. 16
General
Information..... 20
Description of
Permitted
Investments and
Risk Factors.... 22
</TABLE>
................................................................................
................................................................................
HOW TO READ THIS PROSPECTUS ____________________________________________________
This Prospectus gives you information that you should know about the Portfolio
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.
FUND HIGHLIGHTS ________________________________________________________________
The following summary provides basic information about the ProVantage Funds
shares of the Trust's International Equity Portfolio. 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 The International Equity Portfolio seeks to provide long-term
OBJECTIVE AND capital appreciation by investing primarily in a diversified
POLICIES portfolio of equity securities of non-U.S. issuers. See "In-
vestment
Objective and Policies,"
"General Investment and Poli-
cies" and "Description of
Permitted Investments and
Risk Factors."
UNDERSTANDING Shares of the Portfolio, like
RISK shares of any mutual fund,
will fluctuate in value and
when you sell your shares,
they may be worth more or
less than what you paid for
them. Investing in the secu-
rities of foreign companies
involves special risks and
considerations not typically
associated with investing in
U.S. companies. In addition,
there is no assurance that
the Portfolio will achieve
its investment objective. See
"Investment Objective and
Policies" and "Description of
Permitted Investments and
Risk Factors."
MANAGEMENT Brinson Partners, Inc. (the
PROFILE "Adviser") serves as the in-
vestment adviser of the Port-
folio. The Adviser and its
predecessor entities have
provided investment manage-
ment services for interna-
tional equity assets since
1974. SEI Financial Manage-
ment Corporation serves as
the manager, shareholder servicing agent and transfer agent
of the Trust (the "Manager" or the "Transfer Agent"). SEI Fi-
nancial Services Company acts as distributor ("Distributor")
of the Trust's shares. See "The Manager and Shareholder Ser-
vicing Agent," "The Adviser" and "Distribution."
2
<PAGE>
................................................................................
PROVANTAGE
FUNDS
Believing that
no single in-
vestment manager
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.
................................................................................
................................................................................
YOUR ACCOUNT You may open an account with just $1,000 and make additional
AND DOING investments with as little as $100. ProVantage Funds shares
BUSINESS WITH of the Portfolio are offered at net asset value per share
PROVANTAGE plus a maximum sales charge at the time of purchase of 5.00%.
FUNDS Shareholders who purchase higher amounts may qualify for a
reduced sales charge. Redemptions of the Portfolio's shares
are made at net asset value per share. See "Purchase of
Shares" and "Redemption of Shares."
DIVIDENDS Substantially all of the net
investment income (exclusive
of capital gains) of the
Portfolio is periodically
declared and paid as a
dividend. Any realized net
capital gain is distributed
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 ProVantage Funds call SEI
SERVICE Financial 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 ProVantage Funds shares.
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INTERNATIONAL
EQUITY PORTFOLIO
----------------
<S> <C>
Maximum Sales Charge Imposed on Purchases 5.00%
Maximum Sales Charge Imposed on Reinvested Dividends None
Redemption Fees /1/ None
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- ----------------------------------------------------------------------
Management/Advisory Fees .91%
12b-1 Fees /2/ .37%
Other Expenses (after fee waiver) .37%
- ----------------------------------------------------------------------
Total Operating Expenses 1.65%
- ----------------------------------------------------------------------
</TABLE>
1 A charge, currently $10.00, is imposed on wires of redemption proceeds of the
Portfolio's ProVantage Funds shares.
2 The 12b-1 fees shown reflect the current 12b-1 budget for reimbursement of
expenses. The maximum 12b-1 fees payable by the ProVantage Funds shares of
the Portfolio are .60%.
EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------- -------
<S> <C> <C> <C> <C>
An investor would pay the following 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: $66.00 $99.00 $135.00 $236.00
- -------------------------------------------------------------------------------
</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 ProVantage Funds shares of the 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 ProVantage Funds shares. The 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" 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>
................................................................................
WHAT IS
AN
INTERMEDIARY?
[SYMBOL APPEARS HERE]
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
ProVantage Funds
shares to its
customers.
................................................................................
................................................................................
YOUR ACCOUNT AND DOING BUSINESS WITH PROVANTAGE FUNDS __________________________
ProVantage Funds shares of the Portfolio 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, ProVantage Funds shares of the Portfolio may be purchased
SELL AND through Intermediaries which provide various levels of
EXCHANGE shareholder services to their customers. Contact your
SHARES THROUGH Intermediary for information about the services available to
INTERMEDIARIES you and for 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.
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 Application forms can be obtained by calling SEI Financial
SHARES FROM Services Company at 1-800-437-6016. ProVantage Funds shares
THE of the Portfolio are offered only to residents of states in
DISTRIBUTOR which the shares are eligible for purchase.
Opening an
Account
By Check You may buy ProVantage Funds shares by mailing a completed
application and a check (or other negotiable bank instrument
or money order) payable to "ProVantage Funds (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 SEI Financial
Services Company toll-free at 1-800-437-6016.
Automatic You may systematically buy ProVantage Funds shares through
Investment deductions from your checking or savings accounts, provided
Plan ("AIP") these 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.
5
<PAGE>
OTHER Your purchase is subject to a sales charge which varies
INFORMATION depending on the size of your purchase. The following table
ABOUT BUYING shows the regular sales charges on ProVantage Funds shares
SHARES of the Portfolio to a "single purchaser," together with the
reallowance paid to dealers and the agency commission paid
Sales Charges to brokers (collectively the "commission"):
<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
- ----------------------------------------------------------------------------------------------
</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.
Right of A Right of Accumulation allows you, under certain
Accumulation circumstances, to combine your current purchase with the
current market value of previously purchased shares of the
Portfolio and ProVantage Funds 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.
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.
6
<PAGE>
................................................................................
[SYMBOL APPEARS HERE]
HOW DOES AN
EXCHANGE TAKE
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.
................................................................................
EXCHANGING Once good payment for your shares has been received and
SHARES accepted (i.e., an account has been established), you may
When Can You exchange some or all of your shares for ProVantage Funds
Exchange shares of other portfolios. Exchanges are made at net asset
Shares? value plus any applicable sales charge.
When Do Sales Portfolios that are not
Charges Apply money market portfolios
to an currently impose a sales
Exchange? charge on ProVantage Funds
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 ProVantage Funds
shares for which you have
not previously paid a sales
charge.
If you previously paid a
sales charge on your
ProVantage Funds shares, no
additional sales charge will
be assessed when you
exchange those ProVantage
Funds shares for other
ProVantage Funds shares.
If you buy ProVantage Funds 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.
7
<PAGE>
................................................................................
[SYMBOL APPEARS HERE]
WHAT IS A
SIGNATURE
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.
................................................................................
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.
For information about the proper form of redemption
By Mail 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 SEI Financial
Services Company. 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
SEI Financial Services Company at 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.
................................................................................
[SYMBOL APPEARS HERE]
WHAT ARE
INVESTMENT
OBJECTIVES
AND
POLICIES?
The 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 the Port-
folio invests.
................................................................................
................................................................................
INVESTMENT
OBJECTIVE AND
POLICIES ______________________________________________________________________
The investment objective of
the International Equity
Portfolio is to provide
long-term capital
appreciation by investing
primarily in a diversified
portfolio of equity
securities of non-U.S.
issuers. There is no
assurance that the Portfolio
will achieve its investment
objective.
8
<PAGE>
Under normal circumstances, at least 65% of the
Portfolio's assets will be invested in the following equity
securities of non-U.S. issuers: common stocks, securities
convertible into common stocks, preferred stocks, warrants
and rights to subscribe to common stocks. At all times at
least 65% of the Portfolio's total assets will be invested
in securities of issuers located in at least three different
countries other than the United States.
GENERAL INVESTMENTS AND POLICIES _______________________________________________
The Portfolio may also enter into forward foreign currency
contracts as a hedge against 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 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"). 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 Adviser 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-
9
<PAGE>
issued basis and purchase 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.
There are certain risks associated with investing in
options and futures some of which may include lack of a
liquid secondary market, trading restrictions which may be
imposed by an exchange and government regulations which may
restrict trading. For additional information regarding
options and futures, please refer to the section
"Description of Permitted Investments and Risk Factors" in
this Prospectus.
For temporary defensive purposes, when the 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 Adviser 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 Adviser to be of
comparable quality.
Commercial paper issuers rated Prime-2 by Moody's are
judged by Moody's to be of "strong" quality on the basis of
relative repayment capacity.
For additional information regarding the permitted
investments of the Portfolio, see the "Description of
Permitted Investments and Risk Factors" in this Prospectus
and in the Statement of Additional Information. For a
description of the above ratings, see the Statement of
Additional Information.
INVESTMENT LIMITATIONS _________________________________________________________
The investment objective and investment limitations are
fundamental policies of the Portfolio. Fundamental policies
cannot be changed with respect to the Trust or the Portfolio
without the consent of the holders of a majority of the
Trust's or the Portfolio's outstanding shares.
The Portfolio may not:
1. Purchase securities of any issuer (except securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities) if, as a result, more than
5% of the total assets of the Portfolio would be invested
in the securities of such issuer. This limitation applies
to 75% of the Portfolio's total assets. For purposes of
this investment limitation, each foreign governmental
issuer is deemed a separate issuer.
2. Purchase any securities which would cause more than 25%
of the total assets of the Portfolio to be invested in
the securities of one or more issuers conducting their
principal business activities in the same industry,
provided that this limitation does not apply to
investments in obligations issued or guaranteed by the
United States Government or its agencies and
instrumentalities. For purposes of this investment
10
<PAGE>
limitation, (i) utility companies will be divided according
to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate
industry; (ii) financial services companies will be
classified according to the end users of their services,
for example, automobile finance, bank finance and
diversified finance will each be considered a separate
industry; (iii) supranational agencies will be deemed to be
issuers conducting their principal business activities in
the same industry; and (iv) governmental issuers within a
particular country will be deemed to be conducting their
principal business activities in the same industry.
3. Borrow money except for temporary or emergency purposes
and then only an amount not exceeding 10% of the value of
the total assets of the Portfolio. This borrowing
provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate substantial
redemption requests if they should occur; it is not for
investment purposes. All borrowings will be repaid before
making additional investments for the Portfolio and any
interest paid on such borrowings will reduce the income
of the Portfolio.
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 MANAGERAND SHAREHOLDER SERVICING AGENT _____________________________________
SEI Financial Management Corporation (the "Manager" or the
"Transfer Agent"), a wholly owned subsidiary of SEI
Corporation ("SEI"), and the Trust are parties to a
management agreement (the "Management Agreement"). Under the
terms of the Management Agreement, the Manager is
responsible for providing the Trust with overall management
services, regulatory reporting, all necessary office space,
equipment, personnel, and facilities, and for acting as
Transfer Agent, dividend disbursing agent and shareholder
servicing agent.
For these services, the Manager is entitled to a fee
which is calculated daily and paid monthly at an annual rate
of .60% of the average daily net assets of the Portfolio.
For the fiscal year ended February 28, 1994, the Portfolio
paid the Manager fees of .46% of the average daily net
assets of the Portfolio after fee waivers.
In addition, the Trust and the Manager have entered into
a separate transfer agent agreement with respect to the
ProVantage Funds shares under which the Manager is entitled
to a fee of .15% of the average daily net assets of the
ProVantage Funds shares plus out of pocket costs.
11
<PAGE>
................................................................................
INVESTMENT
ADVISER
[SYMBOL APPEARS HERE]
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.
................................................................................
................................................................................
THE ADVISER ____________________________________________________________________
Brinson Partners, Inc. (the "Adviser") acts as the investment
adviser for the International Equity Portfolio under an
advisory agreement with the Trust (the "Advisory Agreement").
The Adviser and its
predecessor entities have
provided investment
management services for
international equity assets
since 1974. Under the
Advisory Agreement, the
Adviser makes investment
decisions for the assets of
the Portfolio, and
continuously reviews,
supervises and administers
the Portfolio's investment
program. The Adviser is
independent of the Manager
and SEI and discharges its
responsibilities subject to
the supervision of, and
policies set by, the
Trustees of the Trust.
The Adviser is controlled indirectly by Brinson
Associates, L.P., a limited partnership, and Gary P. Brinson,
the sole general partner of Brinson Associates, L.P. As of
December 31, 1993, the Adviser managed approximately $35
billion of assets, which included more than $13 billion of
assets in global portfolios. The Adviser has offices in
London and Tokyo in addition to its principal office at 209
South LaSalle Street, Chicago, Illinois 60604-1295.
The day-to-day management of the Portfolio's investments
is the responsibility of a team of investment professionals.
Decisions are made by committee and no person has primary
responsibility for making recommendations to the committee.
The Adviser is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .325% of the
average daily net assets of the Portfolio up to $300 million
and .25% of such net assets in excess of $300 million. For
the fiscal year ended February 28, 1994, the Portfolio paid
advisory fees of .31% of its average daily net assets.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a wholly
owned subsidiary of SEI, serves as the Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each class of the
Portfolio has a separate distribution plan (the "Class A
Plan" and "ProVantage Funds Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Trust may also execute
brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and
customary compensation. 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 Plan for each class
provide for reimbursement for expenses incurred by the
Distributor in an amount not to exceed .30% of the
12
<PAGE>
Portfolio's average daily net assets on an annualized basis,
provided those expenses are permissible as to both type and
amount under a budget including expense for travel,
communication and compensation and benefits for sales
personnel, and the ProVantage Funds Plan provides for
additional payments for distribution and shareholder
services, as described below. 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 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 the Portfolio
is set at an annual rate of .12% of its average daily net
assets.
The ProVantage Funds 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
ProVantage Funds 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. 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 ProVantage Funds
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.
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 Funds. Such promotional incentives will be offered
uniformly to all dealers and predicated upon the amount of
shares of the Funds sold by the dealer.
13
<PAGE>
PERFORMANCE ____________________________________________________________________
From time to time, the Portfolio may advertise its total
return. This figure is based on historical earnings and is
not intended to indicate future performance. No
representation can be made concerning actual future returns.
The total return of the 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 ProVantage Funds shares of the
Portfolio will normally be lower than that of Class A shares
of the Portfolio because of the additional distribution and
transfer agent expenses charged to ProVantage Funds shares.
The 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 or to unmanaged indices which may assume
investment of dividends but generally do not reflect
deductions for administrative and management costs or to
other investment alternatives. The Portfolio may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. The Portfolio may also
quote financial and business publications and periodicals as
they relate to fund management, investment philosophy and
investment techniques.
The Portfolio may quote various measures of volatility
and benchmark correlation in advertising and may compare
these measures to those of other funds. Measures of
volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures
of benchmark correlation indicate how valid a comparative
benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot
be calculated precisely.
TAXES __________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial, or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state, or local income tax treatment of the
Portfolio or its shareholders. Accordingly, shareholders are
urged to consult their tax advisers regarding specific
questions as to federal, state, and local income taxes.
State and local tax consequences of an investment in the
Portfolio may differ from the federal income tax
consequences described below. Additional information
concerning taxes is set forth in the Statement of Additional
Information.
14
<PAGE>
................................................................................
[SYMBOL APPEARS HERE]
TAXES
You must pay
taxes on your
Portfolio's
earnings,
whether you take
your payments in
cash or addi-
tional shares.
................................................................................
Tax Status of The Portfolio is treated as
the Portfolio a separate entity for
federal income tax purposes
and is not combined with the
Trust's other portfolios.
The Portfolio intends 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 company taxable income and net capital gains (the
excess of net long-term capital gain over net short-term
capital losses) distributed to shareholders.
................................................................................
[SYMBOL APPEARS HERE]
DISTRIBUTIONS
The Portfolio
distributes in-
come dividends
and capital
gains. Income
dividends repre-
sent the earn-
ings from the
Portfolio's in-
vestments; capi-
tal gains dis-
tributions occur
when investments
in the Portfolio
are sold for
more than the
original pur-
chase price.
................................................................................
Tax Status of The Portfolio will distribute substantially all of its net
Distributions investment income (including net short-term capital gains)
and net capital gain to shareholders. Dividends from the
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
capital gains. The Portfolio
will make annual reports to
shareholders of the federal
income tax status of all
distributions. The Portfolio
intends to make sufficient
distributions to avoid
liability for federal excise
tax.
Dividends declared by the Portfolio in October, November or
December of any year and payable to shareholders of record on
a date in such a month will be deemed to have been paid by
the Portfolio and received by the shareholders on December 31
of that year if paid by the Portfolio at any time during the
following January.
Investment income received by the Portfolio from sources
within foreign countries may be subject to foreign income
taxes withheld at the source. To the extent that the
Portfolio is liable for foreign income taxes so withheld, the
Portfolio intends to operate so as to meet the requirement of
the Code to pass through to the shareholders credit for
foreign income taxes paid. Although the Portfolio intends to
meet Code requirements to pass through credit for such taxes,
there can be no assurance that the Portfolio will be able to
do so.
Sale, exchange, or redemption of the Portfolio's shares is
a taxable transaction to the shareholder.
15
<PAGE>
................................................................................
BUY, EXCHANGE
AND SELL
REQUESTS ARE
IN "GOOD
ORDER" WHEN:
[SYMBOL APPEARS HERE]
. 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
................................................................................
................................................................................
ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH US ____________________________
Business Days You may buy, sell or exchange shares on days on which both
the New York Stock Exchange and the Federal Reserve wire
system are 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 Distributor as long as the Distributor 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 ProVantage Funds.
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.
Minimum The minimum initial
Investments investment in the
Portfolio's ProVantage Funds
Class 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 investments, the Portfolio reserves the right to redeem, at
Account net asset value, the shares of any shareholder if, because of
Balance redemptions of shares by or on behalf of the shareholder, the
account of such shareholder in the Portfolio has a value of
less than $1,000, the minimum initial purchase amount.
Accordingly, an investor purchasing shares of the 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 the 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 the 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.
16
<PAGE>
At various times, the 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. The
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 Distributor 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 as of 4:00 p.m. Eastern time on each
Business Day. Payment to shareholders for shares redeemed
will be made within 7 days after receipt by the Distributor
of the redemption order.
How the Net The net asset value per share of the 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 the Portfolio. The Portfolio may use a
pricing service to obtain the last sale price of each equity
or fixed income security held by the 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. 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 the Portfolio
calculated to three decimal places. Although the methodology
and procedures for determining net asset value per share are
identical for both classes of the 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 ProVantage Funds shares.
Rights of In calculating the sales charge rates applicable to current
Accumulation purchases of the Portfolio's shares, a "single purchaser"
(defined below) is entitled to combine current purchases
with the current market value of previously purchased shares
of the Portfolio and ProVantage Funds 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 the
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
17
<PAGE>
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 Distributor 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). The 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 Distributor, a single purchaser may purchase shares of the
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 Distributor 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, the Manager
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.
Sales Charge No sales charge is imposed on shares of the 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 ProVantage Funds) 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
18
<PAGE>
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 Distributor 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.
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
19
<PAGE>
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 the Portfolio through two separate classes: Class A and
ProVantage Funds, which provide for variation in
distribution and transfer agent costs, voting rights,
dividends, and the imposition of a sales charge on the
ProVantage Funds. This Prospectus offers the ProVantage
Funds shares of the Trust's International Equity Portfolio.
In addition to the Portfolio, the Trust consists of the
following portfolios: European Equity Portfolio, Pacific
Basin 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.
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.
20
<PAGE>
^
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 the Manager, SEI
Inquiries Financial Management Corporation, P.O. Box 451, Wayne,
Pennsylvania 19087.
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.
Shareholders automatically receive all income dividends
and capital gain distributions in additional shares at the
net asset value next determined following the record date,
unless the shareholder has elected to take such payment in
cash. Shareholders may change their election by providing
written notice to the Manager at least 15 days prior to the
distribution.
Dividends and capital gains of the Portfolio are paid on
a per-share basis. The value of each share will be reduced
by the amount of any such payment. If shares are purchased
shortly before the record date for 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 ProVantage Funds shares will normally be
lower than on Class A shares of the 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 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 (the "Custodian"), acts as custodian of the
Portfolio's assets. 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 for the
Trust.
21
<PAGE>
DESCRIPTION
OF PERMITTED
INVESTMENTS
AND RISK FACTORS ______________________________________________________________
The following is a description of the permitted investment
practices for the Portfolio, and the associated risk
factors:
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") and foreign issuer and deposited with the depositary. ADRs
European include American Depositary Shares and New York Shares.
Depositary EDRs, which are sometimes referred to as Continental
Receipts Depositary Receipts ("CDRs"), are securities, typically
("EDRS") issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities
issued by either a U.S. or foreign issuer. ADRs, EDRs and
CDRs may be available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying
the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without
participation by the issuer of the 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. The Portfolio is
permitted to invest in sponsored or unsponsored ADRs, EDRs
and CDRs.
Bankers' Bankers' Acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are used by corporations to finance the shipment
and storage of goods and to furnish dollar exchange.
Maturities are generally six months or less.
Certificates of Certificates of Deposit are interest bearing instruments
Deposit with a specific short-term maturity. They are issued by
banks and savings and loan institutions in exchange for the
deposit of funds and normally can be traded in the secondary
market prior to maturity. Certificates of Deposit have
penalties for early withdrawal.
Commercial Commercial Paper includes unsecured short-term promissory
Paper notes issued by municipalities, corporations and other
entities. Maturities on these issues vary, generally from a
few days to nine months.
Convertible Convertible securities have characteristics similar to both
Securities fixed income and equity securities. Because of the
conversion feature, the market value of convertible
securities tends to move together with the market value of
the underlying stock. As a result, the Portfolio's selection
of convertible securities is based, to a great extent, on
the potential for capital appreciation that may exist in the
underlying stock. The value of convertible
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<PAGE>
securities is also affected by prevailing interest rates,
the credit quality of the issuer, and any call provisions.
Equity The equity securities in which the Portfolio may invest
Securities include common stocks, preferred stocks, warrants to acquire
common stock, and securities convertible into common stock.
Investments in equity securities in general are subject to
market risks that may cause their prices to fluctuate over
time. The value of convertible equity securities is also
affected by prevailing interest rates, the credit quality of
the issuer and any call provision. Fluctuations in the value
of equity securities in which the Portfolio invests will
cause the net asset value of the Portfolio to fluctuate.
Forward The Portfolio may conduct its foreign currency exchange
Currency transactions on a spot (i.e., cash) basis at the spot rate
Contracts prevailing in the foreign currency exchange market or
through entering into forward currency contracts to protect
against uncertainty in the level of future exchange rates
between a particular foreign currency and the U.S. Dollar or
between foreign currencies in which the Portfolio's
securities are or may be denominated. A forward contract
involves an obligation to purchase or sell a specific
currency amount at a future date, which may be any fixed
number of days from the date of the contract, agreed upon by
the parties, at a price set at the time of the contract.
Under normal circumstances, consideration of the prospect
for changes in currency exchange rates will be incorporated
into the Portfolio's long-term investment strategies.
However, the Adviser believes that it is important to have
the flexibility to enter into forward currency contracts
when it determines that the best interests of the Portfolio
will be served.
The Portfolio will convert currency on a spot basis from
time to time, and investors should be aware of the costs of
currency conversion. When the Adviser believes that the
currency of a particular country may suffer a significant
decline against the U.S. Dollar or against another currency,
the Portfolio may enter into a currency contract to buy or
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.
Generally, the Portfolio will enter into forward currency
contracts only as a hedge against foreign currency exposure
affecting the Portfolio. If the Portfolio enters into
forward currency contracts to cover activities which are
essentially speculative, the Portfolio will segregate cash
or readily marketable securities with its custodian, or a
designated sub-custodian, in an amount at all times equal to
or exceeding the Portfolio's commitment with respect to such
contracts.
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<PAGE>
To assure that the Portfolio's foreign currency contracts
are not used for leverage, the net amount the Portfolio may
invest in forward currency contracts is limited to the
amount of the Portfolio's aggregate investments in foreign
currencies.
By entering into forward foreign currency contracts, the
Portfolio will seek to protect the value of its investment
securities against a decline in the value of a currency.
However, these forward foreign currency contracts will not
eliminate fluctuations in the underlying prices of the
securities. Rather, they simply establish a rate of exchange
which one can achieve at some future point in time.
Additionally, although such contracts tend to minimize the
risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential
gain which might result should the value of such currency
increase.
Futures The Portfolio may enter into contracts for the purchase or
Contracts and sale of securities, including index contracts or foreign
Options on currencies. A purchase of a futures contract means the
Futures acquisition of a contractual right to obtain delivery to the
Contracts Portfolio of the securities or foreign currency called for
by the contract at a specified price during a specified
future month. When a futures contract on securities or
currency is sold, the Portfolio incurs a contractual
obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified
date during a specified future month. The Portfolio may sell
stock index futures contracts in anticipation of, or during
a market decline to attempt to offset the decrease in market
value of its common stocks that might otherwise result; and
it may purchase such contracts in order to offset increases
in the cost of common stocks that it intends to purchase.
The Portfolio may enter into futures contracts and options
thereon to the extent that not more than 5% of the
Portfolio's assets are required as futures contract margin
deposits and premiums on options and may engage in futures
contracts to the extent that obligations relating to such
futures contracts represent not more than 20% of the
Portfolio's total assets.
The Portfolio may also purchase and write options to buy
or sell futures contracts. The Portfolio may write options
on futures only on a covered basis. Options on futures are
similar to options on securities except that options on
futures give the purchaser the right, in return for the
premium paid, to assume a position in a futures contract,
rather than actually to purchase or sell the futures
contract, at a specified exercise price at any time during
the period of the option. When the Portfolio enters into a
futures transaction it must deliver to the futures
commission merchant selected by the Portfolio, an amount
referred to as "initial margin."
This amount is maintained in a segregated account at the
custodian bank. Thereafter, a "variation margin" may be paid
by the Portfolio to, or drawn by the Portfolio from, such
account in accordance with controls set for such accounts,
depending upon changes in the price of the underlying
securities subject to the futures contract. The Portfolio
will enter into such futures and options on futures
transactions on domestic
24
<PAGE>
exchanges and, to the extent such transactions have been
approved by the Commodity Futures Trading Commission for
sale to customers in the U.S., on foreign exchanges.
Options and futures can be volatile investments and
involve certain risks. If the Adviser applies a hedge at an
inappropriate time or judges interest rates incorrectly,
options and futures strategies may lower a Portfolio's
return. A Portfolio could also experience losses if the
prices of its options and futures positions were poorly
correlated with its other instruments, or if it could not
close out its positions because of an illiquid secondary
market.
Illiquid Illiquid Securities are securities which cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on the Portfolio's books. The
Portfolio will not invest more than 10% of its total assets
in such instruments. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days,
if there is no secondary market for such security.
Obligations Supranational entities are entities established through the
ofSupranational joint participation of several governments (e.g., The Asian
Entities Development Bank, the Inter-American Development Bank,
International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic
Community, European Investment Bank, the Nordic Investment
Bank).
Options Put and call options for various securities and indices are
traded on national securities exchanges. Options may be used
by the Portfolio from time to time as the Adviser deems to
be appropriate. Options will be used only for hedging
purposes.
A put option gives the purchaser of the option the right
to sell, and the writer 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, the Portfolio may enter into a "closing
transaction"--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.
Although the Portfolio will engage in option transactions
only as hedging transactions and not for speculative
purposes, there are risks associated with such investments
including the following: (1) the success of a hedging
strategy may depend on the ability of the Adviser to predict
movements in the prices of the individual securities,
fluctuations in markets and movements in interest rates; (2)
there may be an imperfect or no correlation between the
movement in prices of securities held by the Portfolio and
the prices of options; (3) there may not be a liquid
secondary market for options; and (4) while the 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.
25
<PAGE>
The Portfolio will purchase put and call options on
securities, non-U.S. indices, financial futures or stock
index futures only to the extent that premiums paid on all
outstanding options do not exceed 20% of the Portfolio's net
assets. The aggregate value of the securities or obligations
underlying options on securities written by the Portfolio
will not exceed 25% of the Portfolio's net assets at the
time such options are entered into by the Portfolio.
The Portfolio may use options traded on U.S. exchanges,
and to the extent permitted by law, options traded over-the-
counter and on recognized foreign exchanges. 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 risk
exists of non-performance by a 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, which
information is monitored carefully by the Adviser and
verified in appropriate cases. It is the position of the
Securities and Exchange Commission that OTC options are
illiquid. Accordingly, the Portfolio will only invest in
such options to the extent consistent with its 10% limit on
investment in illiquid securities.
Options on The Portfolio may purchase and write put and call options on
Currencies foreign currencies (traded on U.S. and foreign exchanges or
over-the-counter markets) to manage the Portfolio's exposure
to changes in dollar exchange rates. Call options on foreign
currency written by the 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 the Portfolio, the Portfolio
will establish a segregated account with its custodian bank
consisting of cash, United States Government securities or
other high quality liquid debt securities in an amount equal
to the amount the Portfolio would be required to pay upon
exercise of the put.
Options on Non- The Portfolio may purchase and write put and call options on
U.S. Indices non-U.S. indices and enter into related closing transactions
in order to hedge against the risk of market price
fluctuations or to increase income to the Portfolio.
Call and put options on indices are similar to options on
securities except that, rather than the right to purchase or
sell particular securities at a specified price, 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 (or in
a particular industry or segment of the market), rather than
the price movements in individual securities.
26
<PAGE>
All options written on indices must be covered. When the
Portfolio writes an option on an index, it will establish a
segregated account containing cash, United States Government
securities or other high quality liquid 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.
The Portfolio may choose to terminate an option position
by entering into a closing transaction. The ability of the
Portfolio to enter into closing transactions depends upon
the existence of a liquid secondary market for such
transactions.
Repurchase Repurchase agreements are agreements by which a person, such
Agreements as a Portfolio, 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 Adviser will
enter into repurchase agreements on behalf of the 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 Investing in the securities of foreign companies involves
Foreign Issuers special risks and considerations not typically associated
with investing in U.S. companies. These risks and
considerations include differences in accounting, auditing
and financial reporting standards, generally higher
commission rates on foreign portfolio transactions, the
possibility of expropriation or confiscatory taxation,
adverse changes in investment or exchange control
regulations, political instability which could affect U.S.
investment in foreign countries and potential restrictions
on the flow of international capital and currencies. Foreign
companies may also be subject to less government regulation
than U.S. companies. Moreover, the dividends payable on the
Portfolio's foreign securities may be subject to foreign
withholding taxes, thus reducing the net amount of income
available for distribution to the Portfolio's shareholders.
Further, foreign securities often trade with less frequency
and volume than domestic securities and, therefore, may
exhibit greater price volatility. Also, changes in foreign
exchange rates will affect, favorably or unfavorably, the
value of those securities which are denominated or quoted in
currencies other than the U.S. dollar.
Swaps, Caps, As a way of managing its exposure to different types of
Floorsand investments, the Portfolio may enter into interest rate
Collars swaps, mortgage swaps, currency swaps and other types of
swap agreements such as caps, floors and collars. The
Portfolio expects to enter into these hedging transactions
primarily to preserve a return or spread on a particular
investment or portions of its portfolio and to protect
against any increase in the price of securities the
Portfolio anticipates purchasing at a later date. In a
typical interest rate swap, one party
27
<PAGE>
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 will tend to shift the Portfolio's
investment exposure from one type of investment to another.
For example, if the Portfolio agrees to exchange payments in
dollars for payments in foreign currency, the swap agreement
would tend to decrease the Portfolio's exposure to U.S.
interest rates and increase its exposure to foreign currency
and interest rates. Caps and floors have an effect similar
to buying or writing options. Depending on how they are
used, swap agreements may increase or decrease the overall
volatility of investments and their share price and yield.
Swap agreements are sophisticated hedging instruments
that typically involve a small investment of cash relative
to the magnitude of risks assumed. As a result, swaps can be
highly volatile and have a considerable impact on the
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. The Portfolio may also suffer losses if it is
unable to terminate outstanding swap agreements or reduce
its exposure through offsetting transactions. Any obligation
the Portfolio may have under these types of arrangements
will be covered by setting aside high quality liquid
securities in a segregated account. The Portfolio will enter
into swaps only with counterparties deemed creditworthy by
the Adviser.
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; therefore,
the Portfolio will not invest more than 10% of its assets in
such time deposits.
U.S. Government The Portfolio may invest in obligations issued or guaranteed
Agencies by agencies of the United States Government including, among
others, the Federal Farm Credit Bank, the Federal Housing
Administration, and the Small Business Administration and
obligations issued or guaranteed by instrumentalities of the
United States Government including, among others, the
Federal Home Loan Mortgage Corporation, the Federal Land
Banks, and the U.S.
28
<PAGE>
Postal Service. Some of these securities are supported by
the full faith and credit of the U.S. Treasury (e.g.,
Government National Mortgage Association), and others are
supported by the right of the issuer to borrow from the
Treasury (e.g., Federal Farm Credit Bank), and still others
are supported only by the credit of the instrumentality
(e.g., Federal National Mortgage Association). Guarantees of
principal by agencies or instrumentalities of the United
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 of the obligations purchased by the Portfolio may
FloatingRate carry variable or floating rates of interest, may involve a
Instruments conditional or unconditional demand feature and may include
variable amount master demand notes. Such instruments bear
interest at rates which are not fixed, but which vary with
changes in specified market rates or indices, such as a
Federal Reserve composite index. 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
securities.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy shares of a company at a given price
during a specified period.
When-Issued and The Portfolio may enter into forward commitments, or
Delayed purchase securities on a when-issued or delayed delivery
Delivery basis. In such transactions, instruments are bought with
Securities payment and delivery taking place in the future in order to
secure what is considered to be an advantageous yield or
price at the time of the transaction. Delivery of and
payment for these securities may take as long as a month or
more after the date of the purchase commitment but will take
place no more than 120 days after the trade date. The
Portfolio will maintain with its Custodian a separate
account with a segregated portfolio of high quality debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date and no interest accrues to
the Fund before settlement. These securities are subject to
market fluctuations due to changes in market interest rates
and it is possible that the market value at the time of
settlement could be higher or lower than the purchase price
if the general level of interest rates has changed. Although
the Portfolio would generally purchase securities on a
29
<PAGE>
when-issued or forward commitment basis with the intention
of actually acquiring securities for its portfolio, the
Portfolio may dispose of a when-issued security or forward
commitment prior to settlement if the Adviser deems it
appropriate to do so.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
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<PAGE>
SEI INTERNATIONAL TRUST
Manager and Shareholder Servicing Agent:
SEI Financial Management Corporation
Distributor:
SEI Financial Services Company
Investment Advisers and Sub-Advisers:
SEI Financial Management Corporation
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
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-12
Performance.................................................... S-14
Purchase and Redemption of Shares.............................. S-16
Shareholder Services (Class D shares).......................... S-17
Taxes.......................................................... S-18
Portfolio Transactions......................................... S-19
Description of Shares.......................................... S-22
Limitation of Trustees' Liability.............................. S-22
Voting......................................................... S-22
Shareholder Liability.......................................... S-22
Control Persons and Principal Holders of Securities............ S-23
Experts........................................................ S-23
Financial Statements........................................... S-23
</TABLE>
June 28, 1995
- - -
<PAGE>
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.
S-2
<PAGE>
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
S-3
<PAGE>
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).
S-4
<PAGE>
. 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.
S-5
<PAGE>
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
S-6
<PAGE>
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 of default than higher-rated issues. Adverse
developments could well negatively affect the payment of interest and principal
on a timely basis.
S-7
<PAGE>
INVESTMENT LIMITATIONS
A Portfolio may not:
1. Pledge, mortgage or hypothecate assets except to secure temporary borrowings
as described in the Prospectuses in aggregate amounts not to exceed 10% of
the net assets of such Portfolio taken at current value at the time of the
incurrence of such loan.
2. Make loans, except that the Portfolio may (i) purchase or hold debt
securities in accordance with its investment objectives and policies; (ii)
engage in securities lending as described in this Prospectus and in the
Statement of Additional Information; and (iii) enter into repurchase
agreements, provided that repurchase agreements and time deposits maturing
in more than seven days, and other illiquid securities, including securities
which are not readily marketable or are restricted, are not to exceed, in
the aggregate, 10% of the total assets of the Core International Equity,
European Equity, Pacific Basin Equity, or International Fixed Income
Portfolio.
3. Invest in companies for the purpose of exercising control.
4. Acquire more than 10% of the voting securities of any one issuer.
5. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts. However, subject to its permitted
investments, the Portfolio may purchase obligations issued by companies
which invest in real estate, commodities or commodities contracts.
6. Make short sales of securities, maintain a short position or purchase
securities on margin, except as described with respect to the International
Fixed Income Portfolio in its Prospectus and except that the Trust may
obtain short-term credits as necessary for the clearance of security
transactions.
7. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
8. Purchase securities of other investment companies except as permitted by the
1940 Act and the rules and regulations thereunder and may only purchase
securities of money market funds. Under these rules and regulations, the
Portfolio is prohibited from acquiring the securities of other investment
companies if, as a result of such acquisition, the Portfolio owns more then
3% of the total voting stock of the company; securities issued by any one
investment company represent more than 5% of the total Portfolio assets; or
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Portfolio. A Portfolio's
purchase of such investment company securities results in the bearing of
expenses such that shareholders would indirectly bear a proportionate share
of the operating expenses of such investment companies, including advisory
feels. This investment restriction does not apply to the Emerging Markets
Equity Portfolio.
9. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowing as described in the Prospectuses and this Statement
of Additional Information or as permitted by rule, regulation or order of
the SEC.
10. 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 that 1/2 of 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.
S-8
<PAGE>
11. 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.
12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
13. Purchase restricted securities (securities which must be registered under
the Securities Act of 1933, as amended (the "1933 Act"), before they may be
offered or sold to the public) or other illiquid securities except as
described in the Prospectuses and this Statement of Additional Information.
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
Each of the Core International Equity, European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios 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.
The Emerging Markets Equity Portfolio will 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.
The Emerging Markets Equity Portfolio's investments in illiquid securities,
including securities which are not readily marketable or are restricted, may not
exceed 10% of its total assets.
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
Each Advisory and Sub-Advisory Agreement provides that each 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 each Advisory and Sub-Advisory Agreement must be specifically
approved at least annually (i) by the vote of a majority of the outstanding
shares of that 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 $0 $0 $56,250
Trustee**
- -----------------------------------------------------------------------------------------------------------------------------------
Richard Blanchard, Trustee $4,145 $0 $0 $75,000
- -----------------------------------------------------------------------------------------------------------------------------------
F. Wendell Gooch, Trustee $4,145 $0 $0 $75,000
- -----------------------------------------------------------------------------------------------------------------------------------
Frank Morris, Trustee $4,145 $0 $0 $75,000
- -----------------------------------------------------------------------------------------------------------------------------------
James Storey, Trustee $4,145 $0 $0 $75,000
- -----------------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher, Chairman
of the Board of Trustees* $0 $0 $0 $0
- -----------------------------------------------------------------------------------------------------------------------------------
William M. Doran, Trustee* $0 $0 $0 $0
===================================================================================================================================
</TABLE>
* A Director who is an "interested person," as defined by the 1940 Act.
** As of December 7, 1994 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.
In addition, SFM has adopted a policy respecting the receipt of research and
related products and services in connection with transactions effected for
Portfolios operating within the "Manager of Managers" structure. Under this
policy, SFM and the various firms that serve as sub-advisers to certain
Portfolios of the Trust, in the exercise of joint investment discretion over the
assets of a Portfolio, will direct a substantial portion of a Portfolio's
brokerage to the Distributor in consideration of the Distributor's provision of
research and related products to SFM for use in performing its advisory
responsibilities. All such transactions directed to the Distributor must be
accomplished in a manner that is consistent with the Trust's policy to achieve
best net results, and must comply with the Trust's procedures regarding the
execution of transactions through affiliated brokers.
<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>
SEI INTERNATIONAL TRUST
INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
SUPPLEMENT DATED JULY 6, 1995 TO
THE INSTITUTIONAL CLASS PROSPECTUS
DATED NOVEMBER 2, 1994
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS AND SHOULD BE RETAINED IN
CONJUNCTION WITH SUCH PROSPECTUS.
___________________
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.
___________________
At a meeting held on December 6-7, 1994, the Board of Trustees of the Trust
voted to change the name of the International Equity Portfolio to the "Core
International Equity Portfolio" effective December 16, 1994.
___________________
At a meeting scheduled to be held in July, 1995, shareholders of record of each
Portfolio at the close of business on April 20, 1995 will be voting to (i)
amend, reclassify or eliminate certain of the Trust's fundamental investment
limitations to provide management efficiency and investment flexibility, and to
minimize the need for shareholder meetings to change certain investment
limitations in the future; (ii) approve the "Manager of Managers" structure
wherein the Board of Trustees may, upon the recommendation of SEI Financial
Management Corporation ("SFM"), appoint additional or replacement investment
sub-advisers for the International Fixed Income, European Equity and Pacific
Basin Equity Portfolios without seeking approval of those Portfolio's
shareholders (which arrangement also requires an order of exemption from the
Securities and Exchange Commission before becoming effective); (iii) approve SFM
as the investment adviser for the International Fixed Income, European Equity
and Pacific Basin Equity Portfolios in connection with the "Manager of Managers"
structure; and (iv) approve Strategic Fixed Income L.P., Morgan Grenfell
Investment Services Limited and Schroder Capital Management International
Limited as investment sub-advisers for the International Fixed Income, European
Equity and Pacific Basin Equity Portfolios, respectively.
___________________
1
<PAGE>
The "ANNUAL OPERATING EXPENSES" table on page 2 is amended and restated to read
as follows:
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, 1.13% for the European Equity
Portfolio, 1.20% for the Pacific Basin Equity Portfolio and .90% 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 Advisers," "The Sub-Advisers" and "The Manager and
Shareholder Servicing Agent."
================================================================================
______________
The "EXAMPLE" table on page 2 is amended and restated to read as follows:
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 Advisers," "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>
The "FINANCIAL HIGHLIGHTS" tables on pages 3-4 are amended and restated to read
as follows:
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 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 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, Beginning
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
Realized Capital Gains (0.59) -- -- -- (0.01) --
Return of Capital -- -- -- -- (0.09) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions (0.59) (0.11) (0.36) (0.30) (0.10) --
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asst 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 Period (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 Investment
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
---------------- ---------------- ---------------- ----------------------
<S> <C> <C> <C> <C> <C>
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/
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $10.00 $10.00 $10.00 $10.23 $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income (Loss) 0.06 (0.02) 0.01 0.43 0.15
Net Realized and Unrealized Gains (0.11) (1.25) 0.26 0.40 0.17
(Losses)
- ------------------------------------------------------------------------------------------------------------------------------------
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 Realized 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 Period (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 19,
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.
___________
After the last paragraph under the heading "EMERGING MARKETS EQUITY" in the
"GENERAL INVESTMENT POLICIES" section on page 9, the following language is
inserted:
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 adversely affect the economies of 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
4
<PAGE>
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.
____________________
The first sentence in the second paragraph in the "MANAGER AND SHAREHOLDER
SERVICING AGENT" section on page 13 is amended and restated to read as follows:
For these services, the Manager is entitled to a fee which is calculated daily
and paid monthly at an annual rate of .45% 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.
____________________
The last paragraph in the "MANAGER AND SHAREHOLDER SERVICING AGENT" section on
page 13 is amended and restated to read as follows:
For the fiscal year ended February 28, 1995, the Portfolios paid SEI Financial
Management Corporation ("SFM") fees (shown 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 expenses of the Emerging Markets Equity
Portfolio equivalent to 2.38% of its average daily net assets.
____________________
The second sentence under the heading "MORGAN GRENFELL INVESTMENT SERVICES
LIMITED" in "THE ADVISERS" section on page 14 is amended and restated to read as
follows:
MG, a subsidiary of Morgan Grenfell Asset Management Limited, managed over $9.5
billion in assets as of December 31, 1994.
____________________
After the last paragraph under the heading "MORGAN GRENFELL INVESTMENT SERVICES
LIMITED" in "THE ADVISERS" section on page 14, the following language is
inserted:
For the fiscal year ended February 28, 1995, MG received an advisory fee of
.325% of the European Equity Portfolio's average daily net assets.
____________________
The last sentence of the first paragraph under the heading "SCHRODER CAPITAL
MANAGEMENT INTERNATIONAL LIMITED" in "THE ADVISERS" section on page 14 is
amended and restated to read as follows:
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.
____________________
After the last paragraph under the heading "SCHRODER CAPITAL MANAGEMENT
INTERNATIONAL LIMITED" in "THE ADVISERS" section on page 14, the following
language is inserted:
For the fiscal year ended February 28, 1995, SC received an advisory fee of
.40% of the Pacific Basin Equity Portfolio's average daily net assets.
____________________
The last sentence of the first paragraph under the heading "SEI FINANCIAL
MANAGEMENT CORPORATION" in "THE ADVISERS" section on page 15 is amended and
restated to read as follows:
5
<PAGE>
As of March 31, 1995, assets for which SEI Financial Management Corporation
("SFM") served as manager totalled approximately $48 billion.
__________________
After the last paragraph under the heading "SEI FINANCIAL MANAGEMENT
CORPORATION" in "THE ADVISERS" section on page 15 the following is inserted:
SFM has managed the Core International Equity and Emerging Markets Equity
Portfolios since November 7, 1994. 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 third and fourth sentence of the first paragraph under the heading
"STRATEGIC FIXED INCOME L.P." in "THE ADVISERS" section on page 15 is amended
and restated to read as follows:
As of March 1, 1995, SFI managed $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 last sentence of the last paragraph under the heading "STRATEGIC FIXED
INCOME L.P." in "THE ADVISERS" section on page 15 is amended and restated to
read as follows:
As of the fiscal year ended February 28, 1995, the Portfolio paid advisory fees
of .25% of its average daily net assets.
__________________
The second sentence of the second paragraph under the heading "MONTGOMERY ASSET
MANAGEMENT, L.P." in "THE SUB-ADVISERS" section on page 15 is amended and
restated to read as follows:
As of March 31, 1995, MAM had approximately $4.5 billion in assets under
management.
__________________
After the last paragraph under the heading "MONTGOMERY ASSET MANAGEMENT, L.P."
in "THE SUB-ADVISERS" section on page 16, the following language is inserted:
For the fiscal year ended February 28, 1995, MAM received a sub-advisory fee of
.98% of the Portfolio's average daily net assets.
__________________
After the second sentence of the last paragraph under the heading "ACADIAN ASSET
MANAGEMENT, INC." in "THE SUB-ADVISERS" section on page 16, the following
sentence is inserted:
Acadian has managed the Core International Equity Portfolio since November 7,
1994.
__________________
The fourth sentence of the second paragraph under the heading "WORLDINVEST
LIMITED" in "THE SUB-ADVISERS" section on page 17 is amended and restated to
read as follows:
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.
__________________
After the second sentence of the last paragraph under the heading "WORLDINVEST
LIMITED" in "THE SUB-ADVISERS" section on page 17, the following sentence is
inserted:
WorldInvest has managed the Core International Equity Portfolio since November
7, 1994.
6
<PAGE>
__________________
After the last paragraph of the "DISTRIBUTION" section on page 17, the following
language is inserted:
Currently, the distribution budget (shown here as a percentage of average 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 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.
__________________
After the third paragraph in the "PURCHASE AND REDEMPTION OF SHARES" section on
page 18, the following language is inserted:
In addition, because excessive trading (including short-term "market timing"
trading) can hurt a Portfolio's performance, each Portfolio may refuse purchase
orders from any shareholder account if the accountholder has been advised that
previous purchase and redemption transactions were considered excessive in
number or amount. Accounts under common control or ownership, including those
with the same taxpayer identification number and those administered so as to
redeem or purchase shares based upon certain predetermined market indicators,
will be considered one account for this purpose.
__________________
The last sentence of the fourth paragraph in the "PURCHASE AND REDEMPTION OF
SHARES" section on page 18 is amended and restated to read as follows:
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.
__________________
After the last paragraph under the "GENERAL INFORMATION - THE TRUST" section on
page 21, the following language is inserted:
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 that would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
7
<PAGE>
"THE DESCRIPTION OF PERMITTED INVESTMENTS - SHORT SALES" section on page 29 is
amended and restated as follows:
The International Fixed Income 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.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
8
<PAGE>
SEI INTERNATIONAL TRUST
INTERNATIONAL EQUITY PORTFOLIO
SUPPLEMENT DATED JULY 6, 1995 TO
THE PROVANTAGE FUNDS PROSPECTUS
DATED NOVEMBER 2, 1994
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS AND SHOULD BE RETAINED IN
CONJUNCTION WITH SUCH PROSPECTUS.
__________________
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 1-800-437-6016.
__________________
At a meeting held on December 6-7, 1994, the Board of Trustees of the Trust
voted to change the name of the International Equity Portfolio to the "Core
International Equity Portfolio" effective December 16, 1994.
__________________
Effective March 6, 1995, the name of the ProVantage Funds class of shares was
changed to Class D.
___________________
At a meeting held on April 12, 1995, the Board of Trustees of the Trust approved
the creation of Class D shares for the International Fixed Income, European
Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios of the
Trust. Class D shares of the Trust differ from Class A shares primarily in the
imposition of sales charges and the allocation of certain distribution expenses
and transfer agent fees. As of the date of this supplement, Class D shares are
only being offered for the Core International Equity Portfolio. Effective on or
about July 18, 1995, the Trust intends to offer for sale Class D shares of the
International Fixed Income and Emerging Markets Equity Portfolios.
__________________
At a meeting scheduled to be held in July, 1995, shareholders of record of each
Portfolio at the close of business on April 20, 1995 will be voting to (i)
amend, reclassify or eliminate certain of the Trust's fundamental investment
limitations to provide management efficiency and investment flexibility, and to
minimize the need for shareholder meetings to change certain investment
limitations in the future; (ii) approve the "Manager of Managers" structure
wherein the Board of Trustees may, upon the recommendation of SEI Financial
Management Corporation ("SFM"), appoint additional or replacement investment
sub-advisers for the International Fixed Income, European Equity and Pacific
Basin Equity Portfolios without seeking approval of those Portfolio's
shareholders (which arrangement also requires an order of exemption from the
Securities and Exchange Commission before becoming effective); (iii) approve SFM
as the investment adviser for the International Fixed Income, European Equity
and Pacific Basin Equity Portfolios in connection with the "Manager of Managers"
structure; and (iv) approve Strategic Fixed Income L.P., Morgan Grenfell
Investment Services Limited and Schroder Capital Management International
Limited as investment sub-advisers for the International Fixed Income, European
Equity and Pacific Basin Equity Portfolios, respectively.
__________________
1
<PAGE>
Effective March 6, 1995, DST Systems, Inc. serves as transfer agent and dividend
disbursing agent to the Class D shares of the Trust.
FUND CORRESPONDENCE - All shareholder applications, checks, and general
correspondence (such as address changes or account maintenance issues)
should be directed to:
SIT Class D Funds
c/o DST Systems, Inc.
P.O. Box 419240
Kansas City, MO 64141-6240
TRANSACTION PROCESSING - Shareholders may continue to conduct telephone
transactions (including purchases, redemptions and wires) by calling 1-800-
437-6016. Shareholders purchasing shares of the Portfolio(s) by Fed wire
must request their bank to transmit the funds to:
United Missouri Bank of Kansas City, N.A.
ABA #10-10-00695
For Account #98-7060-100-1
Further Credit : [Portfolio Name]
Account Name
Account Number
GENERAL ACCOUNT INQUIRIES - SFM will continue to telephone inquiries
regarding account balance and general fund-related information. Investor
Services Representatives may be contacted by calling 1-800-437-6016.
__________________
After the second sentence in the paragraph under the heading "INVESTMENT
OBJECTIVE AND POLICIES" in the "FUND HIGHLIGHTS" section on page 2, the
following language is inserted:
The Emerging Markets Equity Portfolio seeks to provide capital appreciation
by investing primarily in a diversified portfolio of equity securities of
companies located in countries having emerging securities markets. The
International Fixed Income Portfolio seeks to provide 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.
__________________
The first and second sentences in the paragraph under the heading "MANAGEMENT
PROFILE" in the "FUND HIGHLIGHTS" section on page 2 are amended to read as
follows:
SEI Financial Management Corporation ("SFM") serves as the investment
adviser and Acadian Asset Management, Inc. ("Acadian") and WorldInvest
Limited ("WorldInvest") serve as investment sub-advisers for the Core
International Equity Portfolio. SFM serves as the investment adviser and
Montgomery Asset Management, L.P. serves as the investment sub-adviser for
the Emerging Markets Equity Portfolio. Strategic Fixed Income, L.P.
("Strategic") serves as the investment adviser for the International Fixed
Income Portfolio.
__________________
2
<PAGE>
The tables entitled "SHAREHOLDER TRANSACTION EXPENSES," "ANNUAL OPERATION
EXPENSES" and "EXAMPLE" in the "PORTFOLIO EXPENSES" section on page 4 are
amended and restated to read as follows:
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- ----------------------------------------------------------------------------------------------------------------------------------
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>
Maximum Sales Charge Imposed on Purchases 5.00% 5.00% 5.00% 5.00% 4.50%
Maximum Sales Charge Imposed on
Reinvested Dividends 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, 1.13% for the European Equity
Portfolio, 1.20% for the Pacific Basin Equity Portfolio and .90% 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 fee 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,
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 Advisers," "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 $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 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 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
Advisers," "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").
3
<PAGE>
_______________
The following section entitled "FINANCIAL HIGHLIGHTS" is inserted after the
"PORTFOLIO EXPENSES" section on page 4 of the Prospectus:
FINANCIAL HIGHLIGHTS _________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated February 28, 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 1-800-437-6016. 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
----------------
5/1/95
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 (Losses) (0.67)
- -----------------------------------------------------------------------------
Total from Investment Operations (0.66)
- -----------------------------------------------------------------------------
Less Distributions:
Distributions from Net Investment Income/2/ --
Distributions from Realized Capital Gains (0.59)
Return of Capital --
- ------------------------------------------------------------------------------
Total Distributions (0.59)
- ------------------------------------------------------------------------------
Net Asst 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.
==============================================================================
________________
The sales charge table in the "YOUR ACCOUNT AND DOING BUSINESS WITH PROVANTAGE
FUNDS--OTHER INFORMATION ABOUT BUYING SHARES" section on page 6 is amended to
reflect that the sales charges shown
4
<PAGE>
apply to the Core International Equity, European Equity, Pacific Basin Equity
and Emerging Markets Equity Portfolios, and that the following is the new sales
charge table for the International Fixed Income Portfolio:
<TABLE>
<CAPTION>
INTERNATIONAL FIXED INCOME PORTFOLIO
- ------------------------------------
=============================================================================================
Sales Charge as a Sales Charge as Reallowance and
Percentage of Appropriate Brokerage
Offering Price Percentage of Net Commission as
Amount Invested Percentage of
Offering Price
=============================================================================================
<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>
__________________
After the sales charge tables in the "YOUR ACCOUNT AND DOING BUSINESS WITH
PROVANTAGE FUNDS--OTHER INFORMATION ABOUT BUYING SHARES" section on page 6, the
following sentence is inserted:
Commission rates may vary among the Portfolios.
___________________
After the last paragraph in the "INVESTMENT OBJECTIVE AND POLICIES" section on
page 9, the following language is inserted:
EMERGING MARKETS EQUITY
The Emerging Markets Equity Portfolio seeks to provide capital appreciation by
investing primarily in a diversified portfolio of equity securities of
companies located in countries having emerging securities markets.
Under normal circumstances, at least 65% of the Emerging Markets Equity
Portfolio's assets will be invested in equity securities, as defined above, of
issuers located in countries having emerging markets. 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. 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. This Portfolio currently
5
<PAGE>
limits its investments to the following emerging market countries: Latin
America (Argentina, Brazil, Chile, Columbia, Costa Rica, Jamaica, Mexico, Peru,
Trinidad and Tobago, Uruguay, Venezuela); Asia (Bangladesh, China, India,
Indonesia, Korea, Malaysia, Pakistan, Philippines, Singapore, Sri Lanka,
Taiwan, Thailand, Vietnam); the Commonwealth of Independent States; Southern
and Eastern Europe (Czech Republic, Greece, Hungary, Poland, Portugal, Turkey;
Mid-East (Israel, Jordan); and Africa (Egypt, Ghana, Ivory Coast, Kenya,
Morocco, Nigeria, Tunisia, Zimbabwe).
INTERNATIONAL FIXED INCOME
The International Fixed Income Portfolio seeks to provide 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 of the following countries: Austria, Australia,
Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan,
Luxembourg, The Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland
and the United Kingdom.
__________________
After the last paragraph in the "GENERAL INVESTMENT POLICIES" section on page
10, the following language is inserted:
EMERGING MARKETS EQUITY
Under normal circumstances at least 65% of the Emerging Markets Equity
Portfolio will be invested in the equity securities of emerging market
companies. The Portfolio considers emerging market companies 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.
In addition to its primary investments, described above, the 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.
For temporary defensive purposes, when the sub-adviser determines 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.
6
<PAGE>
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 sub-
adviser expect to have the highest risk/reward tradeoff when incorporated into
a total portfolio context. The sub-adviser attempts to construct a portfolio of
emerging market investment 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 adversely affect the economies of 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 FIXED INCOME
The fixed income securities in which the International Fixed Income Portfolio
will invest in 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 Adviser. 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
and illiquid securities. The Portfolio also may enter into forward currency
contracts, purchase securities on a when-issued basis and engage in short
selling. Although the Portfolio will concentrate its investments in the
developed countries listed above, 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
Adviser.
There are certain risks associated with investing in options and futures, some
of which may include lack of a liquid secondary market, trading restrictions
which may be imposed by an exchange and government regulations which may
restrict trading. For additional information regarding options and futures,
please refer to the section "Description of Permitted Investments and Risk
Factors" in this Prospectus.
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 Adviser's assessment of
7
<PAGE>
interest rate trends and other economic and market factors. In the event a
security owned by the Portfolio is downgraded below rating categories discussed
above, the Adviser 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 Adviser does 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 Adviser determines 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.
Debt rated BBB by S&P 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.
Bonds which are rated Baa by Moody's 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.
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.
___________________
8
<PAGE>
After the last sentence in Investment Limitation No. 1 in the "INVESTMENT
LIMITATIONS" section on page 10, the following language is inserted:
This investment limitation does not apply to the International Fixed Income
Portfolio.
___________________
The second paragraph of "THE MANAGER AND SHAREHOLDER SERVICING AGENT" section on
page 11 is amended and restated to read as follows:
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 averaged 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 operation expenses in order to limit the total operating
expenses of each Portfolio. SFM reserves the right to terminate these
voluntary fee waivers and expense reimbursements at any time in its sole
discretion. Absent SFM's fee waivers and expense reimbursements, the
management and advisory fee for each Portfolio are higher than that paid by
most mutual funds; however, the fees are competitive with fees paid by most
mutual funds with similar investment objectives and policies.
___________________
After the last paragraph of "THE MANAGER AND SHAREHOLDER SERVICING AGENT"
section on page 11, the following sentence is inserted:
For the fiscal year ended February 28, 1995, the Portfolio paid SFM fees (shown
here as a percentage of average daily net assets after fee waivers) as follows:
Core International Equity--.56%.
___________________
The four paragraphs of "THE ADVISER" section on page 12 are amended and restated
to read as follows:
At a meeting held on September 28, 1994, the Board of Trustees of the Trust
approved a series of changes relating to the investment adviser of the Trust's
Core International Equity Portfolio. The Board approved the termination of the
Trust's investment advisory agreement respecting the Portfolio with Brinson
Partners, Inc. ("Brinson"). The Board further voted to: (i) appoint Acadian
Asset Management, Inc. ("Acadian") and WorldInvest Limited ("WorldInvest") to
serve as interim investment advisers to the Portfolio, effective upon
termination on November 7, 1994 of the investment advisory agreement with
Brinson; and (ii) appoint SEI Financial Management Corporation ("SFM") as the
investment adviser to the Portfolio and Acadian and WorldInvest as the
investment sub-advisers with day-to-day management responsibility for their
respective allocated portions of the Portfolio, effective upon shareholder
approval. A special meeting of the shareholders was held on December 16, 1994,
and the final investment advisory arrangements for the Portfolio were approved.
SEI FINANCIAL MANAGEMENT CORPORATION
9
<PAGE>
SFM acts as the investment adviser for the Core International Equity and
Emerging Markets Equity Portfolios. SFM is a wholly-owned subsidiary of SEI
Corporation ("SEI"). Founded in 1968, SEI Corporation is a leading provider of
asset management services 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. As of March 31, 1995, assets
for which SFM served as manager totalled approximately $48 billion.
SFM is entitled to a fee, which is calculated daily and paid monthly, at an
annual rate of .475% of the Core International Equity Portfolio's average daily
net assets and 1.05% of the Emerging Markets Equity Portfolio's average daily
net assets.
STRATEGIC FIXED INCOME, L.P.
Strategic Fixed Income, L.P. ("SFI") acts as the investment 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 managed $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 calculated daily and paid monthly, at an
annual rate of .30% of the average daily net assets of the International Fixed
Income Portfolio.
___________________
After "THE ADVISER" section on page 12, the following section is inserted:
THE SUB-ADVISERS
MONTGOMERY ASSET MANAGEMENT, L.P.
Montgomery Asset Management, L.P. ("MAM") acts as the sub-adviser for the
Emerging Markets Equity Portfolio. In accordance with the Portfolio's
investment 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.
10
<PAGE>
Josephine S. Jimenez and Bryan L. Sudweeks share primary responsibility for
managing the assets of 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.
ACADIAN ASSET MANAGEMENT, INC.
Acadian Asset Management, Inc. ("Acadian") acts as a 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, 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 $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 LIMITED
WorldInvest Limited ("WorldInvest") acts as a 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.
Worldlnvest 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.
11
<PAGE>
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.
__________________
The last sentence of the third paragraph in the "DISTRIBUTION" section on page
13 is amended and restated to read as follows:
Currently the distribution budget for the Core International Equity, European
Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed
Income Portfolios is set at an annual rate of .15% of each Portfolio's daily
net assets.
__________________
The third sentence of the fourth paragraph in the "DISTRIBUTION" section on page
13 is amended and restated to read as follows:
The Class D Plan provides for additional payments for distribution and
shareholder services and also 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.
____________________
After the last paragraph of the "ADDITIONAL INFORMATION ABOUT DOING BUSINESS
WITH US--MINIMUM INVESTMENTS" section on page 16, the following language is
inserted:
Because excessive trading (including short-term "market timing" trading) can
hurt a Portfolio's performance, each Portfolio may refuse purchase orders from
any shareholder account if the accountholder has been advised that previous
purchase and redemption transactions were considered excessive in number or
amount. Accounts under common control or ownership, including those with the
same taxpayer identification number and those administered so as to redeem or
purchase shares based upon certain predetermined market indicators, will be
considered one account for this purpose.
___________________
The third sentence of the paragraph in the "ADDITIONAL INFORMATION ABOUT DOING
BUSINESS WITH US--NET ASSET VALUE" section on page 17 is amended and restated to
read as follows:
12
<PAGE>
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 fifth sentence of the paragraph in the "ADDITIONAL INFORMATION ABOUT DOING
BUSINESS WITH US--HOW THE NET ASSET VALUE IS DETERMINED" section on page 17 is
amended and restated to read as follows:
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.
___________________
After the last paragraph of the "ADDITIONAL INFORMATION ABOUT DOING BUSINESS
WITH US--SALES CHARGE WAIVERS" section, the following language is inserted:
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 percentage-based discount is either 10% or 50%.
Please contact the Distributor at 1-800-437-6016 for more information.
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After the last paragraph of the "GENERAL INFORMATION--THE TRUST" section on page
20, the following is inserted:
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 that would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
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The "DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS" section is amended
and restated and the following language is inserted:
FIXED INCOME SECURITIES
Fixed income securities in which the International Fixed Income and Emerging
Markets Equity Portfolios may invest include bonds, notes, debentures and other
interest-bearing securities that represent indebtedness. The market value of
the fixed income investments in which these Portfolios invest will 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
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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. The International Fixed Income Portfolio may
invest in securities rated in the fourth highest category by an NRSRO; such
securities, while still investment grade, are considered to have speculative
characteristics. The Emerging Markets Equity Portfolio may invest up to 5% of
its net assets in securities rated lower than investment grade. 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 due to changes in the issuer's creditworthiness and the outlook for
economic growth. The market for these securities may be less active,
causing market price volatility and limited liquidity in the secondary market.
This may limit the Emerging Market Equity Portfolio's ability to sell such
securities at their market value. In addition, the market for these securities
may be adversely affected by legislative and regulatory developments. Credit
quality in the junk bond market can change suddenly and unexpectedly, and even
recently issued credit ratings may not fully reflect the actual risks imposed
by a particular security.
ILLIQUID SECURITIES
Illiquid securities are securities which cannot be disposed of within seven
business days at approximately the price at which they are being carried on a
Portfolio's books. Not more than 10% of the total assets of each Portfolio will
be invested in such instruments. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days, if there is no
secondary market for such security. In addition, the Emerging Markets Equity
Portfolio believes 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 sub-adviser 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.
INVESTMENT COMPANIES
The Emerging Markets Equity Portfolio may invest up to 10% of its total assets
in shares of other investment companies. Because of restrictions on direct
investment by U.S. entities in certain countries, investment in other
investment companies may be the most practical or only manner in which an
international and global fund can invest in the securities markets of those
countries. Such investments may involve the payment of substantial premiums
above the net asset value of such issuers' portfolio securities, and are
subject to limitations under the 1940 Act. The 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." See the Statement of
Additional Information.
This Portfolio does not intend to invest in other investment companies unless,
in the judgment of its sub-adviser, the potential benefits of such investment
exceed the associated costs relative to the benefits and costs associated with
direct investments in the underlying securities. 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. In
accordance with applicable state regulatory provisions, the sub-adviser has
agreed to waive its management fee with respect to the portion of this
Portfolio's assets invested in shares of other open-end investment companies.
The Portfolio continues to pay its own management fees and other expenses with
respect to their investments in shares of closed-end investment companies.
PRIVATIZATIONS
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The Emerging Markets Equity Portfolio may invest in 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 such as the Emerging Markets Equity Portfolio to participate in
privatizations in certain foreign countries may be limited by local law, or the
terms on which the 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.
SHORT SALES
The International Fixed Income 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.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
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