<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1995
1933 Act File No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
----
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
----
----
PRE-EFFECTIVE AMENDMENT NO. __ / /
----
----
POST-EFFECTIVE AMENDMENT NO. __ / /
----
SEI INTERNATIONAL TRUST
-----------------------
(Exact Name of Registrant as Specified in Declaration of Trust)
c/o CT Corporation
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number: 1-800-342-5734
David G. Lee
c/o SEI Corporation
680 East Swedesford Road
Wayne, Pennsylvania 19087-1658
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
Approximate Date of the proposed offering: As soon as practicable
after this Registration Statement becomes effective.
It is proposed that this filing will become effective on January 22,
1996, pursuant to Rule 488.
No filing fee is required because an indefinite number of shares of
beneficial interest have previously been registered pursuant to Rule 24f-2 under
the Investment Company Act of 1940. Pursuant to Rule 429, this Registration
Statement relates to shares for which a registration statement on Form N-1A
(File No. 33-22821) has been filed.
<PAGE>
SEI INTERNATIONAL TRUST
December 22, 1995
Cross Reference Sheet
Items Required by Form N-14
- ---------------------------
<TABLE>
<CAPTION>
Part A Information Required in Prospectus Registration Statement Heading
- ------ ---------------------------------- ------------------------------
<S> <C> <C>
Item 1. Beginning of Registration Cover Page of Registration
and Outside Front Cover Statement
of Prospectus Statement
Item 2. Beginning and Outside Back Table of Contents
Cover Page of Prospectus
Item 3. Synopsis and Risk Factors Summary
Item 4. Information About the Summary; Reasons for the
Transaction Reorganization; Information
About the Reorganization
Item 5. Information About the Prospectus Cover Page; Summary;
Registrant Information About the
Reorganization; Comparison of
Investment Objectives, Policies,
and Restrictions; General
Information on Shareholder Rights;
Additional Information Concerning
the International Trust and
International Equity Portfolio;
Additional Information concerning
the Portfolios
Item 6. Information About the Prospectus Cover Page; Summary;
Companies Being Information About the
Acquired Reorganization; Comparison of
Investment Objectives, Policies,
and Restrictions; General
Information on Shareholder
Rights; Additional Information
Concerning the International
Trust and International Equity
Portfolio; Additional
Information Concerning
the Portfolio
Item 7. Voting Information Prospectus Cover Page; Notice
of Special Meeting of
Shareholders; Summary; Voting
Information Concerning the Meeting
Item 8. Interest of Certain Inapplicable
Persons and Experts
Item 9. Additional Information Inapplicable
Required for
Reoffering by
Persons Deemed to be
Underwriters
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Information Required in a
Part B Statement of Additional Information
- ------ -----------------------------------
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. Additional Information About Additional Information
the Registrant About International Equity
Portfolio
Item 13. Additional Information About Additional Information
the Companies Being Acquired About European Equity and
Pacific Basin Equity
Portfolios
Item 14. Financial Statements Financial Statements
Part C Other Information
- ------ -----------------
Item 15. Indemnification Indemnification
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
</TABLE>
<PAGE>
SEI EUROPEAN EQUITY PORTFOLIO
SEI PACIFIC BASIN EQUITY PORTFOLIO
======================================================================
IMPORTANT SHAREHOLDER INFORMATION
======================================================================
THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT AND
PROXY CARD. A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE
YOUR PROXY, IT TELLS US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT
ISSUES RELATING TO YOUR PORTFOLIO. EACH PROXY CARD MAY BE COMPLETED
BY CHECKING A SINGLE BOX AND VOTING FOR OR AGAINST ALL OF THE
PROPOSALS RELATING TO YOUR PORTFOLIO, OR YOU MAY VOTE ON EACH PROPOSAL
SEPARATELY. IF YOU SIMPLY SIGN THE PROXY WITHOUT SPECIFYING A VOTE,
YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF TRUSTEES.
WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL OUT
YOUR PROXY CARD, AND RETURN IT TO US. VOTING YOUR PROXY, AND DOING SO
PROMPTLY, ENSURES THAT THE PORTFOLIOS WILL NOT NEED TO CONDUCT
ADDITIONAL MAILINGS. WHEN SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN
SUFFICIENT NUMBERS, WE HAVE TO INCUR THE EXPENSE OF FOLLOW-UP
SOLICITATIONS, WHICH MAY COST YOUR PORTFOLIO MONEY.
PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.
======================================================================
SEI INTERNATIONAL TRUST
<PAGE>
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
OF THE
SEI INTERNATIONAL TRUST
680 East Swedesford Road
Wayne, PA 16087-1658
Dear Shareholders:
You are invited to a Special Meeting of the Shareholders of the European
Equity and Pacific Basin Equity Portfolios, two separate investment portfolios
of the SEI International Trust (the "International Trust"), that will be held on
March 15, 1996.
The Board of Trustees of the International Trust has recently reviewed and
approved a proposal for a reorganization (the "Reorganization") of the European
Equity and Pacific Basin Equity Portfolios into the International Equity
Portfolio. As a result, the Special Meeting is being called by the
International Trust for the purpose of considering an Agreement and Plan of
Reorganization and Liquidation ("Reorganization Agreement") for each of the
European Equity and Pacific Basin Equity Portfolios (the "Portfolios" and each a
"Portfolio").
The proposals contained in the accompanying Prospectus/Proxy Statement
provide for the combination of the Portfolio with the International Equity
Portfolio, a portfolio of the International Trust. The Portfolio and the
International Equity Portfolio have similar investment objectives and policies,
aside from the geographical focus of each Portfolio. Under the proposed
Reorganization Agreements, the International Equity Portfolio will acquire
substantially all of the assets of the Portfolios in exchange for Shares of the
International Equity Portfolio. As of January 16, 1996, the European Equity
Portfolio and Pacific Basin Equity Portfolio had approximately $____ and ____
net assets, respectively, and the International Equity Portfolio had
approximately $____ net assets. If the Reorganization had taken place on January
16, 1996, the International Equity Portfolio's net assets would have been
approximately $_____ immediately thereafter. I believe that the combination of
these Portfolios of the International Trust will enable the International Trust
to make an offering to international equity investors that is more attuned to
their needs. The Reorganization is scheduled to take place on or about March 15,
1996.
The primary purpose of the proposed Reorganization of the European Equity
and Pacific Basin Equity Portfolios into the International Equity Portfolio is
to offer carefully constructed international equity exposure in a single
portfolio. It is anticipated that the expense ratio of the International Equity
Portfolio will remain consistent with the current expense ratio of the
Portfolios. See the "Comparison of Fees and Expenses" in the Prospectus/Proxy
Statement.
Shareholders of the European Equity and Pacific Basin Equity Portfolios
will vote separately on the Reorganization. In the case of either Portfolio, if
shareholders approve the Reorganization, upon consummation of the transaction
contemplated by the Reorganization, the International Equity Portfolio will
acquire substantially all the assets and liabilities of such Portfolio in return
for newly issued Class A shares of the International Equity Portfolio which in
turn will be distributed to you. Depending on your investment, you will receive
from the European Equity Portfolio and/or Pacific Basin Equity Portfolio shares
of the International Equity Portfolio equal in aggregate value at the time of
the Reorganization to your European Equity Portfolio and/or Pacific Basin Equity
Portfolio shares equal in aggregate value at the time of the Reorganization to
their European Equity Portfolio or Pacific Basin Equity Portfolio shares, as the
case may be. The shares of the International Equity Portfolio that you receive
will not be subject to commissions or sales loads, and there will be no adverse
federal income tax consequences for you. However, you should separately review
any state tax consequences in consultation with your tax adviser.
<PAGE>
The Board of Trustees of the International Trust on behalf of the European
Equity and Pacific Basin Equity Portfolios has called a Special Meeting of
Shareholders to be held on March 15, 1996 to consider the proposed transaction.
I STRONGLY INVITE YOUR PARTICIPATION BY ASKING YOU TO REVIEW, COMPLETE AND
RETURN YOUR PROXY AS SOON AS POSSIBLE.
Detailed information about the proposed transaction is described in the
enclosed Prospectus/Proxy Statement. I thank you for your participation as a
shareholder and urge you to please exercise your right to vote by completing,
dating and signing the enclosed proxy card. A self-addressed, postage-paid
envelope has been enclosed for your convenience.
A copy of the International Equity Portfolio Prospectus accompanies the
Prospectus/Proxy Statement. I urge you to read the Prospectus and retain it for
future reference. The International Trust will also furnish, without charge, a
copy of the most recent Annual Report to Shareholders of its Portfolios, on
request. Requests should be directed to the International Trust at the address
listed above or by calling 1-800-342-5734.
If you have any questions regarding the proposed transaction, please
telephone toll-free at 1-800-437-6016.
IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED AS SOON AS
POSSIBLE.
Sincerely,
David G. Lee
President
SEI International Trust
<PAGE>
SEI INTERNATIONAL TRUST
680 EAST SWEDESFORD ROAD
WAYNE, PA 19087-1658
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 15, 1996
TO THE SHAREHOLDERS OF THE
EUROPEAN EQUITY PORTFOLIO AND THE
PACIFIC BASIN EQUITY PORTFOLIO OF
SEI INTERNATIONAL TRUST:
Notice is hereby given that a Special Meeting of Shareholders of the European
Equity Portfolio and Pacific Basin Equity Portfolio of the SEI International
Trust (the "International Trust") will be held at the offices of SEI
Corporation, 680 East Swedesford Road, Wayne, PA on March 15, 1996 at 3:30 p.m.
(eastern standard time) for the purposes of considering the proposals set forth
below.
Proposal 1
(European Equity Portfolio): The approval or disapproval of an Agreement
and Plan of Reorganization and Liquidation
providing for (i) the transfer of
substantially all of the assets and
liabilities of the European Equity Portfolio
of the International Trust to the
International Equity Portfolio (formerly, the
Core International Equity Portfolio) of the
International Trust in exchange for Shares of
the International Equity Portfolio; and (ii)
the distribution of the International Equity
Portfolio's shares so received to
shareholders of the European Equity
Portfolio.
Proposal 2
(Pacific Basin Equity Portfolio): The approval or disapproval of an Agreement
and Plan of Reorganization and Liquidation
providing for (i) the transfer of
substantially all of the assets and
liabilities of the European Equity Portfolio
of the International Trust to the
International Equity Portfolio (formerly, the
Core International Equity Portfolio) of the
International Trust in exchange for Shares of
the International Equity Portfolio; and (ii)
the distribution of the International Equity
Portfolio's shares so received to
shareholders of the European Equity
Portfolio.
Proposal 3: The transaction of such other business as may
properly be brought before the Meeting.
The Board of Trustees of the International Trust has fixed the close of business
on January 16, 1996, as the Record Date for the determination of shareholders of
the European Equity and Pacific Basin Equity Portfolios entitled to notice of,
and to vote at, this Meeting or any adjournments thereof. The enclosed Combined
Prospectus/Proxy Statement contains further information regarding the Meeting
and the proposals to be considered. The enclosed Proxy Card is intended to
permit you to vote even if you do not attend the Meeting in person.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND IN PERSON ARE URGED WITHOUT DELAY TO SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO THAT
<PAGE>
THEIR SHARES MAY BE REPRESENTED AT THE MEETING. PROXIES MAY BE REVOKED AT ANY
TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO THE INTERNATIONAL TRUST
A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON. YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY
WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
By Order of the Board of Trustees
Richard W. Grant, Secretary
<PAGE>
COMBINED PROSPECTUS/PROXY STATEMENT DATED JANUARY 22, 1996
RELATING TO THE ACQUISITION OF ASSETS OF
THE EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO
OF THE
SEI INTERNATIONAL TRUST
680 EAST SWEDESFORD ROAD
WAYNE, PA 19087-1658
1-800-342-5734
BY AND IN EXCHANGE FOR THE SHARES OF
THE INTERNATIONAL EQUITY PORTFOLIO
OF THE
SEI INTERNATIONAL TRUST
680 EAST SWEDESFORD ROAD
WAYNE, PA 19087-1658
1-800-342-5734
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of the European Equity Portfolio and Pacific Basin Equity Portfolio
of the SEI International Trust ("International Trust") in connection with the
solicitation of proxies by the Board of Trustees of the International Trust to
be used at a Special Meeting of Shareholders (the "Meeting") to be held at 3:30
p.m. (eastern standard time) on March 15, 1996 at the offices of SEI
Corporation, 680 East Swedesford Road, Wayne, PA 19087-1658.
The Trustees of the International Trust are seeking your approval of
separate Agreements and Plans of Reorganization and Liquidation (the
"Reorganization"), which contemplate that:
(i) The International Equity Portfolio of the International Trust will
acquire all of the assets and will assume all of the stated
liabilities of the European Equity Portfolio of the International
Trust; and
(ii) The International Equity Portfolio of the International Trust will
acquire all of the assets and will assume all of the stated
liabilities of the Pacific Basin Equity Portfolio of the International
Trust.
Following this exchange, the shares of the International Equity Portfolio
received by the European Equity Portfolio and Pacific Basin Equity Portfolio
will be distributed to their respective shareholders. Shortly thereafter, the
European Equity Portfolio and the Pacific Basin Equity Portfolio will be
liquidated and dissolved. Shareholder of the European Equity and Pacific Basin
Portfolios will vote separately and each Reorganization will be completed if,
and only if, approved by shareholders of the affected Portfolio.
Upon completion of the Reorganization, each shareholder of each of the
European Equity Portfolio and the Pacific Basin Equity Portfolio will receive
full and fractional shares of the International Equity Portfolio, equal in
aggregate value when issued, to the shares of the Portfolio or Portfolios owned
by such shareholder immediately prior to the Reorganization. No commissions or
sales loads will be charged in connection with the Reorganization and there will
be no adverse federal income tax consequences. Shareholders should separately
consider any state tax consequences in consultation with their tax advisers.
-1-
<PAGE>
The International Equity Portfolio is a portfolio of the International
Trust, an open-end, diversified, management investment company organized as a
Massachusetts business trust. 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-US issuers.
There can be no assurance that the investment objective of the International
Equity Portfolio will be achieved. The investment objectives, policies and
restrictions of the International Equity Portfolio are similar (except with
respect to the geographical focus) to those of the European Equity and Pacific
Basin Equity Portfolios. For a complete discussion of the differences, see
"Comparison of Investment Objectives, Policies and Restrictions" herein.
This Prospectus/Proxy Statement Portfolio, sets forth concisely the
information that a shareholder of the European Equity Portfolio and/or Pacific
Basin Equity Portfolio should know before voting on the Reorganization and
should be retained for future reference. The prospectus relating to the shares
of the International Equity Portfolio, which describe the operations, investment
objectives, policies, restrictions and risks, accompany this Combined
Prospectus/Proxy Statement. Additional information is set forth in the
Statements of Additional Information relating to the International Equity
Portfolio and this Combined Prospectus/Proxy Statement, which are dated June 28,
1995 (as amended August 31, 1995) and January 21, 1996, respectively, and in the
Prospectus and Statement of Additional Information, dated August 31, 1995 and
June 28, 1995 (as amended August 31, 1995), respectively relating to the
European Equity and Pacific Basin Equity Portfolios. Each of these documents is
on file with the Securities and Exchange Commission ("SEC"), and is available
without charge upon oral or written request by writing or calling the
International Trust at the address or telephone number indicated above. The
information contained in the Prospectus and Statement of Additional Information,
dated August 31, 1995 and June 28, 1995 (as amended August 31, 1995),
respectively, relating to the European Equity and Pacific Basin Portfolios is
incorporated by reference.
This Prospectus/Proxy Statement constitutes the proxy statement of the
European Equity Portfolio and Pacific Basin Equity Portfolio for the Meeting and
the prospectus of the International Equity Portfolio for its shares that have
been registered with the SEC and are to be issued in connection with the
Reorganization. This Prospectus/Proxy Statement is expected to be sent to
shareholders on or about January 29, 1996.
THE SHARES OF THE INTERNATIONAL EQUITY PORTFOLIO ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK, NOR ARE SUCH SHARES
FEDERALLY INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY. AN
INVESTMENT IN THE ACQUIRING PORTFOLIO INVOLVES CERTAIN INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
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 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
COMPARISON OF FEES AND EXPENSES................................. 1
SUMMARY......................................................... 2
Proposed Plan of Reorganization............................ 2
Tax Consequences........................................... 3
Overview of the Portfolios................................. 3
Management of the Portfolios............................... 4
Distribution of Shares..................................... 4
Purchase, Redemption and Exchange Procedures............... 4
Dividend Policies.......................................... 5
Voting Rights.............................................. 5
SPECIAL CONSIDERATIONS AND RISK FACTORS......................... 5
INFORMATION ABOUT THE REORGANIZATION............................ 5
Reasons for the Reorganization............................. 5
Description of the Reorganization.......................... 6
Federal Income Tax Consequences............................ 7
Pro Forma Capitalization................................... 7
Shareholder Information.................................... 8
INVESTMENT ADVISERS AND SUB-ADVISERS............................ 8
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS.. 10
ADDITIONAL INFORMATION CONCERNING THE INTERNATIONAL TRUST
AND THE INTERNATIONAL EQUITY PORTFOLIO.......................... 13
GENERAL INFORMATION ON SHAREHOLDER RIGHTS....................... 15
Capitalization............................................. 15
Shareholder Liability...................................... 15
Shareholder Meetings and Voting Rights..................... 15
Liquidation or Dissolution................................. 15
Liability and Indemnification of Trustees.................. 15
Rights of Inspection....................................... 16
ADDITIONAL INFORMATION CONCERNING THE PORTFOLIOS................ 16
FINANCIAL STATEMENTS AND EXPERTS................................ 17
LEGAL MATTERS................................................... 17
VOTING INFORMATION CONCERNING THE MEETING....................... 17
OTHER BUSINESS.................................................. 18
</TABLE>
<PAGE>
COMPARISON OF FEES AND EXPENSES
The amounts for the Class A shares of the International Equity Portfolio,
European Equity Portfolio and Pacific Basin Equity Portfolio (each, a
"Portfolio") set forth in the following table and in the examples are based on
the expenses of each Portfolio for the fiscal year ended February 28, 1995. The
International Equity Class A shares were offered beginning December 20, 1989.
The European Equity and Pacific Basin Equity Class A shares were offered
beginning April 29, 1994. The International Equity Portfolio (but not the
European Equity or Pacific Basin Equity Portfolios) also offers Class D shares.
The following tables show for the International Equity Portfolio and the
European Equity and Pacific Basin Equity Portfolios the shareholder transaction
expenses and annual operating expenses associated with an investment in the
Class A shares of each Portfolio, and such costs and expenses associated with an
investment in Class A share of the International Equity Portfolio assuming
consummation of the Reorganization.
COMPARISON OF CLASS A AND CLASS D SHARES OF THE INTERNATIONAL EQUITY
PORTFOLIO WITH CLASS A AND CLASS D SHARES OF THE EUROPEAN EQUITY AND
PACIFIC BASIN EQUITY PORTFOLIOS
<TABLE>
<CAPTION>
International
International European Equity Pacific Basin Equity Portfolio
Equity Portfolio Portfolio Equity Portfolio ProForma
SHAREHOLDER TRANSACTION EXPENSES (AS A PERCENTAGE OF Class A Class A Class A Class A
OFFERING PRICE)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases None None None None
Maximum Sales Charge Imposed on Reinvested None None None None
Dividends
Redemption Fees None None None None
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
- ----------------------------------------------------------------------------------------------------------------------------------
Management/Advisory Fees (after fee waiver .91% .80% .78% .91%
reimbursement)/1/
12b-1 Fees/2/ .15% .15% .15% .15%
Other Expenses .19% .35% .37% .19%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver and 1.25% 1.30% 1.30% 1.25%
reimbursement)/3/
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ SEI Financial Management Corporation ("SFM" or "Adviser") has waived,
on a voluntary basis, a portion of its 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
International Equity Portfolio, 1.13% for the European Equity Portfolio
and 1.20% for the Pacific Basin Equity Portfolio. Separately, the
International Equity Portfolio is seeking shareholder approval to
increase SFM's advisory fee from .475% to .505%. It is expected that
this fee change, if approved, will be effective place contemporaneously
with the Reorganization.
/2/ The 12-1 fees shown reflect the current 12b-1 budget for reimbursement
of expenses. The maximum 12b-1 fee payable by Class A shares of each
Portfolio is .30%.
/3/ Absent the voluntary fee waiver and expense reimbursement described
above, the total operating expenses for the Class A shares would be
1.27% for the International Equity
<PAGE>
Portfolio, 1.63% for the European Equity Portfolio and 1.72% for the
Pacific Basin Equity Portfolio. The International Equity Portfolio Pro
Forma Total Operating Expenses assumes the consummation of the
Reorganization of both the European Equity Portfolio and the Pacific
Basin Equity Portfolio with the International Equity Portfolio. If
shareholders of the International Equity Portfolio approve the
proposed advisory fee increase as referred to in footnote 1, total
operating expenses will increase accordingly from 1.25% to 1.28%
(after fee waivers and reimbursement).
The following tables show for each Portfolio, and for the International Equity
Portfolio, assuming consummation of the Reorganization, examples of cumulative
effect of shareholder transaction expenses and annual fund operating.
<TABLE>
<CAPTION>
EXAMPLE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the following expenses on a
$1000 investment assuming (1) imposition of the maximum sales
load (Class D shares), (2) 5% annual return and (3) redemption at
the end of each time period: 1 yr. 3 yr. 5 yr. 10 yr.
----- ----- ----- ------
International Equity - Class A $13 $40 $69 $151
European Equity - Class A $13 $41 $71 $157
Pacific Basin Equity - Class A $13 $41 $71 $157
International Equity - Class A Pro Forma $13 $40 $69 $151
- -------------------------------------------------------------------------------------------------
</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 a European Equity
Portfolio or Pacific Basin Equity Portfolio investor (Class A shares only) in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class A shares of the International Equity Portfolio as a
result of the Reorganization as compared with the various direct or indirect
expenses currently borne by an investor in the European Equity Portfolio or
Pacific Basin Equity Portfolio.
SUMMARY
The following is a summary of certain information contained elsewhere in
this Prospectus/Proxy Statement and is qualified by reference to the more
complete information contained herein and in the attached Exhibits. Shareholders
should read this entire Prospectus/Proxy Statement carefully.
PROPOSED PLAN OF REORGANIZATION. On December 4, 1995, the Board of Trustees of
the International Trust on behalf of the European Equity Portfolio and Pacific
Basin Equity Portfolio, including the Trustees who are not "interested persons"
within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 as
amended (the "1940 Act"), unanimously approved on a separate basis, an Agreement
and Plan of Reorganization of Liquidation (the "Reorganization Agreement")
between the International Equity Portfolio and each of the European Equity
Portfolio and Pacific Basin Equity Portfolio. A copy of the Form of
Reorganization Agreement is attached hereto as Exhibit A. The Reorganization is
shareholders of both
-2-
<PAGE>
Portfolios approve, will consist of a transfer of substantially all of the
assets and liabilities of the European Equity Portfolio and Pacific Basin Equity
Portfolio to the International Equity Portfolio in exchange for the Class A
shares of International Equity Portfolio; distribution of such shares to the
European Equity and Pacific Basin Equity shareholders in liquidation; and
subsequent termination of said Portfolios under state law. Shareholders of the
two Portfolios will vote separately and a Portfolio will participate in the
Reorganization only if its shareholders approve. No sales charge will be imposed
in connection with these transactions. For the reasons set forth below under
"Reasons for the Reorganization," the Board of Trustees concluded that the
Reorganization would be in the best interest of the European Equity and Pacific
Basin Equity Portfolios and its shareholders, and that the interests of existing
shareholders in each Portfolio would not be diluted as a result of the
transactions contemplated by the Reorganization.
TAX CONSEQUENCES. The consummation of the Reorganization is subject to the
receipt of an opinion of, counsel to the International Trust, in a form
reasonably satisfactory to the International Trust, substantially to the effect
that the Reorganization will qualify as a tax-free reorganization for federal
income tax purposes.
OVERVIEW OF THE PORTFOLIOS.
BUSINESS OF THE PORTFOLIOS. The International Equity Portfolio is a
portfolio of the International Trust, an open-end, management investment company
that offers four separate diversified series or portfolios and one non-
diversified series or portfolio. The International Trust offers two classes of
the International Equity Portfolio shares, Class A Shares and Class D Shares.
The International Equity Portfolio commenced operations on December 20, 1989,
for Class A Shares and May 1, 1994 for Class D Shares. As of January 16, 1996,
the net assets of the International Equity Portfolio were $__________.
The European Equity Portfolio and Pacific Basin Equity Portfolio are
portfolios of the International Trust which only offer Class A Shares for each
Portfolio. The European Equity and Pacific Basin Equity Portfolios both
commenced operations on December 20, 1989. As of January 16, 1996, the net
assets of the European Equity and Pacific Basin Equity Portfolios were
$____________ and $____________, respectively.
INVESTMENT OBJECTIVES AND POLICIES. While the investment objectives and
policies of the European Equity and Pacific Basin Equity Portfolios and the
International Equity Portfolio are similar, there are differences among the
Portfolios, which are outlined herein. See "Comparison of Investment Objectives,
Policies, Risks and Restrictions."
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. Under normal circumstances,
at least 65% of the International Equity Portfolio's assets will be invested in
equity securities of non-U.S. issuers located in at least three countries other
than the United States.
The investment objective of the European Equity Portfolio is to provide
long-term capital appreciation by investing primarily in a diversified portfolio
of equity securities of European issuers. Under normal circumstances, at least
65% of the European Equity Portfolio's assets will be invested in equity
securities of European issuers. The Portfolio's advisers consider European
issuers to be companies the securities of which are principally traded in the
European capital markets; that derive at least 50% of their total revenue from
either goods produced or services rendered in countries located in Europe,
regardless of where the securities of such companies are principally traded; or
that are organized under the laws of and have a principal office in a European
country.
The investment objective of the Pacific Basin Equity Portfolio is to
provide long-term capital appreciation by investing primarily in a diversified
portfolio of equity securities of Pacific Basin issuers. Under normal
circumstances, at least 65% of the Pacific Basin Equity Portfolio's assets will
be invested in equity securities of Pacific Basin issuers. The Portfolio's
advisers consider Pacific Basin issuers to be
-3-
<PAGE>
companies the securities of which are principally traded in the capital markets
of Pacific Basin countries; that derive at least 50% of their total revenue from
either goods produced or services rendered in Pacific Basin countries,
regardless of where the securities of such companies are principally traded; or
that are organized under the laws of and have a principal office in a Pacific
Basin country.
There can be no assurance that the Portfolios will achieve this investment
objective.
MANAGEMENT OF THE PORTFOLIOS.
INVESTMENT ADVISERS AND SUB-ADVISERS. SFM serves as the investment adviser
for the International Equity, European Equity and Pacific Basin Equity
Portfolios of the International Trust. SFM has delegated its responsibilities as
an investment adviser to investment sub-advisers, Acadian Asset Management Inc.
("Acadian") and Schroder Capital Management International Limited ("Schroder")
with respect to the International Equity Portfolio. The Board of Trustees at a
meeting held on December 4-5, 1995, approved the addition of Morgan Grenfell
Investment Services Limited ("Morgan Grenfell") and Schroder as investment sub-
advisers to the International Equity Portfolio. Schroder commenced managing
assets for the International Equity Portfolio on December 15, 1995, while SFM
expects Morgan Grenfell to also begin managing assets during the first quarter
of 1996. The investment sub-advisory agreements, which require the approval of
the International Equity Portfolio shareholders, will be submitted to a vote of
shareholders at a meeting to be held on March 15, 1996.
Morgan Grenfell and Schroder were recently appointed sub-advisers and will
have responsibility for the European and Pacific Basin portions of the
International Equity Portfolio as a part of their overall responsibilities. As
the investment adviser, SFM supervises the sub-advisers' management of the
International Equity Portfolio, makes decisions with respect to policies
regarding the purchase and sale of portfolio securities. As sub-advisers,
Acadian, Morgan Grenfell and Schroder manage the International Equity
Portfolio's investment portfolio and make decisions with respect to and place
orders for the majority of the purchases and sales of portfolio securities for
that portion of the portfolio for which they have responsibility.
SFM also serves as the investment adviser for the European Equity and
Pacific Basin Equity Portfolios. SFM has delegated its responsibilities as an
investment adviser to Morgan Grenfell and Schroder with respect to the European
Equity and Pacific Basin Equity Portfolios, respectively. As sub-advisers,
Morgan Grenfell and Schroder provide a program of continuous investment
management, make investment decisions, and place orders to purchase and sell
securities for the European Equity and Pacific Basin Equity Portfolios.
ADMINISTRATION. SFM serves as the manager and shareholder servicing agent
for the International Equity, European Equity and Pacific Basin Equity
Portfolios
DISTRIBUTION OF SHARES. SEI Financial Services Company ("SFS") serves as
distributor for the International Equity Portfolio, European Equity Portfolio
and Pacific Basin Equity Portfolio. Class A Shares of each Portfolio are subject
to separate distribution plans in accordance with the provisions of Rule 12b-1
under the 1940 Act. Each Class A Plan provides for reimbursement for expenses
incurred by SFS.
PURCHASE, REDEMPTION AND EXCHANGE PROCEDURES. Class A Shares of the
International Equity, European Equity and Pacific Basin Equity Portfolio are
offered for sale at net asset value to financial institutions for their own
account or as a recorded owner on behalf of a fiduciary, agency or custody
account. Each Portfolio provides for purchase through the Transfer Agent or by
wire at net asset value, next determined after receipt and acceptance by the
Trust, on days on which the New York Stock Exchange, Inc. ("NYSE") is open for
business. Moreover, each Portfolio also provides for redemption of shares by
either placing such order with the Transfer Agent or by telephone at net asset
value next determined after receipt of a
-4-
<PAGE>
redemption request on each day the NYSE is open for business. Additional
information concerning purchases and redemptions of shares, including how net
asset value is determined, is contained in the International Trust Class A
Prospectus. No sales charges will be imposed in connection with the acquisition
of Class A Shares of the International Equity Portfolio by shareholders of Class
A Shares of the European Equity and Pacific Basin Equity Portfolios pursuant to
the Reorganization.
DIVIDEND POLICIES. Dividends from the net investment income of the
International, European Equity and Pacific Basin Equity Portfolios are declared
periodically and paid from net investment income semi-annually. All three funds
distribute capital gains, if any, at least annually.
VOTING RIGHTS. Each share of the International Equity Portfolio entitles the
shareholder of record to one vote. The International Equity Portfolio will vote
separately on matters relating solely to the Portfolio. Each class of the
Portfolio will vote separately on matters relating to its distribution plan.
Similarly, each share of the European Equity and Pacific Basin Equity Portfolios
entitles the shareholder of record to one vote. The shareholders of the European
Equity Portfolio and Pacific Basin Equity Portfolio will vote separately on
matters relating solely to their respective Portfolio. In addition, each Class
of such Portfolios will also vote separately on matters pertaining to its
distribution plan.
SPECIAL CONSIDERATIONS AND RISK FACTORS
Because of the similarities of the investment objectives and policies,
(other than geographical focus), management of the European Equity and Pacific
Basin Equity Portfolios believes that an investment in the International Equity
Portfolio involves investment risks similar to those of an interest in the
European Equity and Pacific Basin Equity Portfolios. For a full discussion of
the investment objectives, policies, restrictions and risk factors applicable to
the portfolio, see "Comparison of Investment Objectives, Policies, and
Restrictions" herein.
INFORMATION ABOUT THE REORGANIZATION
REASONS FOR THE REORGANIZATION. The Reorganization has been recommended by the
Board of Trustees of the International Trust on behalf of its separately-managed
portfolios, the European Equity and Pacific Basin Equity Portfolios, for the
purpose of consolidating international equity exposures in a single portfolio.
The Board of Trustees believes that such consolidation of international equity
exposure will enable the International Trust to make an offering to
international equity investors that is more attuned to their needs.
Through the recent addition of Morgan Grenfell and Schroder as investment
sub-advisers, the International Equity Portfolio will achieve a broader
international equity exposure regardless of whether this Reorganization is
consummated. The Board of Trustees believes that the emphasis on large-
capitalization companies worldwide with a small-capitalization component in
Europe and the Pacific Basin will reduce investing volatility for shareholders
of the European Equity and Pacific Basin Equity Portfolios.
In reaching its decision to recommend that the shareholders of the European
Equity and Pacific Basin Equity Portfolios approve the Reorganization, the Board
of Trustees concluded that the participation of the European Equity and Pacific
Basin Equity Portfolios in the Reorganization is in the best interests of its
shareholders and would not result in the dilution of shareholders' interests.
This conclusion was based on
-5-
<PAGE>
a number of factors, including, but not limited to, the following: The value of
the International Equity Portfolio shares to be received by each European Equity
Portfolio and Pacific Basin Equity Portfolio shareholder under the terms of the
Reorganization Agreement would equal the value of the European Equity Portfolio
and Pacific Basin Equity Portfolio shares held by such shareholder immediately
prior to the effective time of the Reorganization (the "Effective Time of the
Reorganization"); the recommendation of SFM concerning the implementation of an
international investment strategy; the fact that the Reorganization would permit
European Equity and Pacific Basin Equity shareholders to pursue reasonably
compatible investment goals in a larger portfolio; and the fact that fees and
expenses that are based on the value of assets would be largely unaffected by
the Reorganization.
DESCRIPTION OF THE REORGANIZATION. The following summary is qualified in its
entirety by reference to the Reorganization Agreements found in Exhibits A,
relating to the European Equity and Pacific Basin Equity Portfolios.
Each Reorganization Agreement provides that substantially all of the assets
and liabilities of the indicated Portfolio (either European Equity Portfolio or
Pacific Basin Equity) of the International Trust will be transferred to the
International Equity Portfolio, a portfolio of the SEI International Trust, at
the Effective Time of the Reorganization. In exchange for the transfer of these
assets, the International Trust will simultaneously issue at the Effective Time
of the Reorganization a number of full and fractional Class A Shares of the
International Equity Portfolio to the European Equity and Pacific Basin Equity
Portfolios having an aggregate value equal to the respective net asset values of
the European Equity and Pacific Basin Equity Portfolios immediately prior to the
Effective Time of the Reorganization.
Following the transfer of assets and liabilities in exchange for
International Equity Portfolio Shares, the European Equity Portfolio and Pacific
Basin Equity Portfolio will distribute pro rata the shares of International
Equity Portfolio so received to its shareholders in liquidation. Each
shareholder of the European Equity and Pacific Basin Equity Portfolios owning
Shares at the Effective Time of the Reorganization will receive International
Class A Shares of equal value. No sales charge will be imposed in connection
with the receipt of such International Shares by the European Equity and Pacific
Basin Equity Portfolios shareholders. In connection with the Reorganization,
both the European Equity and Pacific Basin Equity Portfolios will be terminated
under state law. Such liquidation and distribution will be accomplished by the
establishment of accounts in the names of the shareholders of the European
Equity and Pacific Basin Equity Portfolios shareholders on the share records of
the International Equity Portfolio's transfer agent. Each account will represent
the respective pro rata number of full and fractional Class A Shares of the
International Equity Portfolio due to the European Equity and Pacific Basin
Equity shareholders. The International Equity Portfolio does not issue share
certificates to shareholders. The Shares of the International Equity Portfolio
to be issued will have no preemptive or conversion rights.
The number of full and fractional Class A Shares of the International
Equity Portfolio to be received by the shareholders of the European Equity and
Pacific Basin Equity Portfolios will be determined by multiplying the Class A
shares outstanding of the International Equity Portfolio by the ratio computed
by dividing the net asset value per share of the European Equity and Pacific
Basin Equity Portfolios by the net asset value per share of the International
Equity Portfolio, computed as of the Effective Date of Reorganization. The net
asset value of each share will be determined by dividing assets, less
liabilities, in each case attributable to the respective shares, by the total
number of outstanding shares.
The Reorganization Agreement contemplates that existing advisory, sub-
advisory, administrative, custodial and auditing services will be provided to
the International Equity Portfolio after the Effective Time of the
Reorganization by the same service providers as described in the accompanying
prospectus for the International Equity Portfolio. Pursuant to the
Reorganization Agreement, each Portfolio (International Equity, European Equity
and Pacific Basin Equity) will bear its own expenses resulting from the
Reorganization.
-6-
<PAGE>
The Reorganization is subject to a number of conditions, including approval
of each Reorganization Agreement by shareholders of the European Equity
Portfolio or Pacific Basin Equity Portfolio, as applicable; the receipt of
certain legal opinions described in Sections 6 and 7 of the Reorganization
Agreement (which include an opinion of that the International Equity Portfolio
shares issued in accordance with the terms of the Reorganization Agreement will
be validly issued, fully paid and non-assessable); the receipt of certain
certificates from the parties concerning the continuing accuracy of the
representations and warranties in the Reorganization Agreement and other
matters; and the parties' performance in all material respects of their
respective agreements and undertakings in the Reorganization Agreement. Assuming
satisfaction of the conditions in the Reorganization Agreement, the Effective
Time of the Reorganization will be March 15, 1996 or such later date as is
agreed to by the parties.
The Reorganization Agreement and the Reorganization may be abandoned at any
time prior to the Effective Time of the Reorganization by vote of a majority of
the Board of Trustees of the International Trust on behalf of the International,
European Equity and Pacific Basin Equity Portfolios, if certain conditions of
the Reorganization Agreement are not fulfilled, or circumstances develop that,
in the opinion of the Board, make proceeding with the Reorganization
inadvisable. The Reorganization Agreement further provides that at any time
prior to or, to the fullest extent permitted by law, after approval of the
agreement by the shareholders of the European Equity and Pacific Basin Equity
Portfolios (i) the parties may, by written agreement authorized by their Boards
of Trustees and with or without the approval of their shareholders, amend any of
the provisions of the Reorganization Agreement, and (ii) either party may waive
any default by the other party or the failure to satisfy any of the conditions
to its obligations. If the Reorganization is not approved by shareholders of
either the European Equity or Pacific Basin Equity Portfolios, the Board of
Trustees will consider other possible courses of action in the best interests of
shareholders of that Portfolio.
FEDERAL INCOME TAX CONSEQUENCES. The Reorganization is intended to qualify for
federal income tax purposes as a tax-free reorganization under Section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended. Shareholders of
the European Equity and Pacific Basin Equity Portfolios should not recognize
gain or loss in the transaction; the tax basis of International Shares received
should be the same as the basis of European Equity and Pacific Basin Equity
Shares surrendered; and the holding period of International Shares received
should include the holding period of European Equity and Pacific Basin Equity
Shares surrendered, provided that the shares surrendered were capital assets in
the hands of the European Equity and Pacific Basin Equity shareholders at the
time of the transaction. As a condition to the closing of the Reorganization,
the International Trust on behalf of the European Equity and Pacific Basin
Equity Portfolios will receive an opinion from to that effect. The International
Trust on behalf of the European Equity and Pacific Basin Equity Portfolios has
not sought a tax ruling from the Internal Revenue Service (the "IRS"). The
opinion of counsel is not binding on the IRS and does not preclude the IRS from
adopting a contrary position. Shareholders should consult their own tax advisers
concerning the potential tax consequences of the Reorganization to them,
including state and local tax consequences.
PRO FORMA CAPITALIZATION. The following table sets forth as of August 31, 1995
provides (i) the capitalization of the European Equity and Pacific Basin Equity
Portfolios; (ii) the capitalization of the International Equity Portfolio; and
(iii) the pro forma combined capitalization of the Portfolios assuming the
Reorganization is approved.
-7-
<PAGE>
CAPITALIZATION OF THE EUROPEAN EQUITY PORTFOLIO, PACIFIC BASIN
EQUITY PORTFOLIO AND INTERNATIONAL EQUITY PORTFOLIO
August 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Pacific
Basin International Pro Forma for
European Equity Equity Equity Reorganization
Class A Class A Class A Class D Class A Class D
<S> <C> <C> <C> <C> <C> <C>
Total Net Assets (in 000's) 53,080 48,269 318,883 166 420,232 166
Shares Outstanding 4,709,456 5,035,246 30,059,505 15,696 39,613,143 15,696
Net Asset Value Per Share 11.27 9.59 10.61 10.55 10.61 10.55
</TABLE>
SHAREHOLDER INFORMATION. Only shareholders of record at the close of business
on January 16, 1996 (the "Record Date") are entitled to notice of and to vote at
the Meeting and any postponement or adjournment thereof. At the close of
business on the Record Date there were outstanding and entitled to vote the
following number of Shares: ______ Class A Shares of the European Equity
Portfolio and _____ Class A shares of the Pacific Basin Equity Portfolio.
As of the Record Date, the Trustees and officers of the European Equity
Portfolio, as a group, owned in the aggregate less than 1% of the outstanding
shares of the European Equity Portfolio. Similarly, as of the Record Date, the
Trustees and officers of the Pacific Basin Equity Portfolio, as a group, owned
in the aggregate less than 1% of the outstanding shares of the Pacific Basin
Equity Portfolio.
To the knowledge of the European Equity Portfolio, the following persons owned
of record or beneficially 5% or more of the outstanding shares of the European
Equity Portfolio (Class A Shares) as of the Record Date: _______________.
To the knowledge of the Pacific Basin Equity Portfolio, the following persons
owned of record or beneficially 5% or more of the outstanding shares of the
Pacific Basin Equity Portfolio (Class A Shares) as of the Record Date:
______________.
At the close of business on the Record Date there were outstanding and entitled
to vote the following number of each Class of shares: ______ Class A shares and
_____ Class D shares of the International Equity Portfolio.
As of January 16, 1996, the Trustees and officers of the International Equity
Portfolio, as a group, owned in the aggregate less than 1% of the outstanding
shares of the International Equity Portfolio. To the knowledge of the
International Equity Portfolio, the following persons owned of record or
beneficially 5% or more of the outstanding shares of each class of the
International Equity Portfolio as of the Record Date: ________________________.
INVESTMENT ADVISERS AND SUB-ADVISERS
SFM acts as the investment adviser to the International Equity, European
Equity and Pacific Basin Equity Portfolios of the International Trust. SFM is a
wholly-owned subsidiary of SEI Corporation ("SEI"), a financial services company
located in Wayne, Pennsylvania. The principal business address of SFM is 680
East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI was founded in 1968
and is a leading provider of investment solutions to banks, institutional
investors, investment advisers and insurance companies. Affiliates
-8-
<PAGE>
of SFM have provided consulting advice to institutional investors for more than
20 years, including advice regarding selection and evaluation of investment
advisers. SFM currently serves as manager or administrator to more than 26
investment companies, including more than 230 portfolios, which had more than
$54 billion in assets as of August 31, 1995.
SFM is entitled to a fee, which is calculated daily and paid monthly, at an
annual rate of .475% of the International Equity and European Equity Portfolios'
average daily net assets and .55% of the Pacific Basin Equity Portfolio's
average daily net assets. On March 15, 1996, shareholders of the International
Equity Portfolio will vote on a proposal to increase SFM's advisory fee from
.475% to .505% of the average daily net assets of the Portfolio. It is expected
that this fee increase, if approved, will take place contemporaneously with the
Reorganization.
INTERNATIONAL EQUITY PORTFOLIO. Acadian acts as an investment sub-adviser to
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 International Trust's Board of Trustees,
Acadian is responsible for the day-to-day investment management of the portion
of the Portfolio's assets 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 $2.4 billion in assets invested
globally. Acadian's business address is Two International Place, 26th Floor,
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. At a Special Shareholders Meeting held on December 16, 1994, the
Portfolio's Shareholders approved SFM as the investment adviser and Acadian and
Worldlnvest Limited as investment sub-advisers to the Portfolio, effective
December 19, 1994. The Board of Trustees at a meeting held December 4-5, 1995
voted to remove WorldInvest Limited as an investment sub-adviser for the
Portfolio effective December 11, 1995. The Board of Trustees at the same
meeting, approved the addition of Morgan Grenfell and Schroder as investment
sub-advisers to the International Equity Portfolio. In addition, the Board of
Trustees is also separately seeking shareholder approval to increase Acadian's
sub-advisory fee to .325% of assets managed up to $150 million; .25% of the next
$150 million of such assets; and .20% of such assets in excess of $300 million.
Schroder commenced managing assets for the Portfolio on December 15, 1995,
while SFM expects Morgan Grenfell to begin managing assets for the Portfolio
during the first quarter of 1996. The investment sub-advisory agreements, which
require the approval of International Equity Portfolio shareholders, will be
submitted to a vote of shareholders at a meeting to be held on March 15, 1996.
Morgan Grenfell currently acts as an investment sub-adviser to the European
Equity Portfolio and is expected to manage the European, large-capitalization
growth segment of the International Equity Portfolio. As a sub-adviser with
respect to such portfolio segments, Morgan Grenfell makes investment decisions
to and places orders for the purchase and sale of portfolio securities.
Morgan Grenfell, a subsidiary of Morgan Grenfell Asset Management Limited,
managed over $13 billion in assets as of September 30, 1995. Morgan Grenfell
Asset Management Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a
German financial services conglomerate, managed over $61 billion in assets as of
September 30, 1995. Morgan Grenfell has over 15 years experience in managing
international portfolios for North American clients. Morgan Grenfell Asset
Management Limited employs more than 15 European investment professionals.
Morgan Grenfell attempts to exploit perceived inefficiencies present in the
European markets with original research and an emphasis on stock selection. The
principal address of Morgan Grenfell is 20 Finsbury Circus, London, England,
EC2M 1NB.
-9-
<PAGE>
Julian R. Johnston and Jeremy G. Lodwick share primary responsibility for
the European Equity Portfolio and are expected to manage Morgan Grenfell's
portion of the International Equity Portfolio. Mr. Johnston has 20 years
experience in European equity investment. Mr. Johnston joined Morgan Grenfell
in 1984 and is currently the head of the Morgan Grenfell Continental European
Investment team. He speaks French, German, Swedish and Danish fluently. Mr.
Lodwick has ten years experience in European equity investment. He joined
Morgan Grenfell 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.
Morgan Grenfell is entitled to a fee from SFM calculated on the basis of a
percentage of the market value of assets assigned to it. That fee, which is
paid monthly, is based on an annual percentage rate of .325%.
Schroder acts as an investment sub-adviser to the International Equity
Portfolio (as well as to the Pacific Basin Equity Portfolio). Schroder manages
the Pacific Basin, large-capitalization growth and Japanese small-capitalization
segments of the International Equity Portfolio. As a sub-adviser with respect
to these portfolio segments, Schroder makes investment decisions to and places
orders for the purchase and sale of portfolio securities.
Schroder was founded in January 1989 and is a wholly-owned indirect
subsidiary of Schroders plc, the holding company parent of an investment banking
and investment management group of companies (the "Schroder Group"). The
investment management operations of the Schroder Group are located in countries
worldwide, including eight in Asia. As of September 30, 1995, the Schroder
Group had over $100 billion in assets under management. As of that date,
Schroder, along with its U.S. affiliate, had over $15 billion in assets under
management.
The Schroder Group has research resources throughout the Asian region,
consisting of offices in Tokyo, Hong Kong, Sydney, Singapore, Kuala Lumpur,
Seoul, Bangkok and Jakarta, staffed by 38 investment professionals. Schroder's
investment process emphasizes individual stock selection and company research
conducted by professionals at each local office which is integrated into
Schroder's global research network by the manager of research in London. The
principal address of Schroder is 33 Gutter Lane, London EC2V 8AS, England.
John S. Ager, a Senior Vice President and Director of Schroder, has been an
international fund manager since 1981 and has served as the principal portfolio
manager for the Pacific Basin Equity Portfolio since its inception, and since
December 15, 1995 has also managed a portion of the International Equity
Portfolio's assets as the result of the addition of Schroder as an investment
sub-adviser to such Portfolio. Mr. Ager has over 20 years of experience in
managing client accounts invested in Asian countries.
Schroder is entitled to a fee from SFM calculated on the basis of a
percentage of the market value of assets assigned to it. That fee, which is
paid monthly, is based on an annual percentage rate of .40% of the first $100
million in assets, .30% of the next $50 million in assets, and .20% of assets in
excess of $150 million.
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
The following discussion is based upon and qualified in its entirety by the
descriptions of the respective investment objectives and policies set forth in
the Prospectus and Statement of Additional Information of the Portfolios. The
investment objectives and policies of the Portfolios can be found in the
Prospectus under the heading "Investment Objective and Policies."
-10-
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio seeks to
provide long-term capital appreciation by investing primarily in a diversified
portfolio of equity securities of non-U.S. issuers.
Under normal circumstances, at least 65% of the Portfolio's assets will be
invested in equity securities of non-U.S. issuers located in at least three
countries other than the United States.
EUROPEAN EQUITY PORTFOLIO. The European Equity Portfolio seeks to provide long-
term capital appreciation by investing primarily in a diversified portfolio of
equity securities of European issuers.
Under normal circumstances, at least 65% of the European Equity Portfolio's
assets will be invested in equity securities of European issuers. The
Portfolio's investment sub-adviser considers European issuers to be companies
the securities of which are principally traded in the European capital markets;
that derive at least 50% of their total revenue from either goods produced or
services rendered in countries located in Europe, regardless of where the
securities of such companies are principally traded; or that are organized under
the laws of and have a principal office in a European country.
PACIFIC BASIN EQUITY PORTFOLIO. The Pacific Basin Equity Portfolio seeks to
provide long-term capital appreciation by investing primarily in a diversified
portfolio of equity Securities of Pacific Basin issuers.
Under normal circumstances, at least 65% of the Pacific Basin Equity
Portfolio's assets will be invested in equity securities of Pacific Basin
issuers. The Portfolio's investment sub-adviser considers Pacific Basin issuers
to be companies the securities of which are principally traded in the capital
markets of Pacific Basin countries; that derive at least 50% of their total
revenue from either goods produced or services rendered in Pacific Basin
countries, regardless of where the securities of such companies are principally
traded; or that are organized under the laws of and have a principal office in a
Pacific Basin country.
GENERAL INVESTMENT POLICIES AND RISK FACTORS.
INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio may
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"), Continental Depositary Receipts ("CDRs") or Global
Depositary Receipts ("GDRs"). The Portfolio will typically invest in equity
securities listed on recognized foreign exchanges, but may also invest in
securities traded in over-the-counter markets.
The Portfolio expects 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 A or
higher at time of purchase by Standard & Poor's Corporation ("S&P") or Moody's
Investors Service, Inc. or are determined by the advisers to be of comparable
quality; repurchase agreements; certificates
-11-
<PAGE>
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 A or higher at time of purchase by S&P or
Moody's, and which, with respect to such long-term debt instruments, are within
397 days of their maturity.
The Portfolio is also permitted to acquire floating and variable rate
securities, purchase securities on a when issued or delayed delivery basis and
invest up to 10% of its total assets in illiquid securities. Although permitted
to do so, the Portfolio does not currently intend to invest in securities issued
by passive foreign investment companies or to engage in securities lending.
For temporary defensive purposes, when an adviser determines that market
conditions warrant, the Portfolio may invest up to 50% of its assets in the U.S.
and non-U.S. money market instruments described above and other U.S. and non-
U.S. long- and short-term debt instruments which are rated BBB or higher by S&P
or Baa or higher by Moody's at the time of purchase, or are determined by the
advisers to be of comparable quality; may hold a portion of its assets in cash;
and may invest in securities of supranational entities which are rated A or
higher by S&P or Moody's at the time of purchase or are determined by the
advisers to be of comparable quality.
Fixed income securities rated BBB or Baa lack outstanding investments
characteristics, and have speculative characteristics as well.
EUROPEAN EQUITY AND PACIFIC BASIN EQUITY PORTFOLIOS. Aside from their
respective geographical focus, the European Equity and Pacific Basin Equity
Portfolios may pursue the same general investment policies as the International
Equity Portfolio. In addition, investments in equity securities of European or
Pacific Basin issuers may include securities of companies located in and
governments of developing countries (possibly including countries formerly
controlled by communist governments), and such securities may be traded in
emerging markets. Investments in any such emerging markets or less developed
countries, including investments in former communist countries, will not exceed
5% of a Portfolio's total assets at the time of purchase.
Furthermore, each Portfolio may enter into foreign currency contracts to
hedge a specific security transaction, to hedge a portfolio position or to
adjust the Portfolio's currency exposure. In addition, each Portfolio may
invest in futures contracts and swaps and may purchase securities on a when-
issued or delayed delivery basis. The Portfolios may also purchase and write
options to buy or sell futures contracts.
Securities of non-U.S. issuers purchased by these Portfolios may be
purchased in foreign markets, on U.S. registered exchanges, the over-the-counter
market or in the form of sponsored or unsponsored ADRs traded on registered
exchanges or NASDAQ or sponsored or unsponsored EDRS, CDRs or GDRS. The
Portfolios will typically invest in equity securities listed on recognized
foreign exchanges, but may also invest in securities traded in over-the-counter
markets.
For temporary defensive purposes, when the investment sub-advisers
determine that market conditions warrant, each Portfolio may invest up to 50% of
its assets in the U.S. and non-U.S. money market instruments described above and
other U.S. and non-U.S. long- and short-term debt instruments which are rated A
or higher by S&P or Moody's at the time of purchase, or are determined by the
investment sub-advisers to be of comparable quality; may hold a portfolio of its
assets in cash; and may invest in securities of supranational entities which are
rated A or higher by S&P or Moody's at the time of purchase or are determined by
the advisers to be of comparable quality.
Morgan Grenfell'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 sub-adviser's stock universe
and which satisfy their growth oriented screening process. After the generation
of stock ideas and the initial stage of portfolio
-12-
<PAGE>
construction, country exposure and the industry concentration of the Portfolio
are reviewed to ensure proper diversification.
Schroder'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 the Pacific Basin Equity portfolio, the
sub-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 throughout the rest of the region, the sub-advisers aims to
capitalize on the faster growth rates occurring outside Japan and a rapidly
expanding universe of securities.
ADDITIONAL INFORMATION CONCERNING THE INTERNATIONAL TRUST
AND THE INTERNATIONAL EQUITY PORTFOLIO
GENERAL INFORMATION. The International Trust was organized as a Massachusetts
business trust under a Declaration of Trust dated June 30, 1988. As further
described under "General Information on Shareholder Rights", the Declaration of
Trust permits the International Trust to offer separate portfolios of shares and
different classes of each Portfolio. Additional information pertaining to the
International Trust, may be obtained by writing to SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658 or by
calling 1-800-342-5734.
The Trust pays its expenses, including fees of its service providers, audit
and legal expenses, expenses of preparing prospectuses, proxy solicitation
materials and reports to shareholders, costs of custodial services and
registering the shares under federal and state securities laws, pricing,
insurance expenses, including litigation and other extraordinary expenses,
brokerage costs, interest charges, taxes and organization expenses.
Certain shareholders in the International Equity Portfolio may obtain asset
allocation services with respect to their investments in the Portfolio. If a
sufficient amount of the International Equity Portfolio's assets are subject to
such asset allocation services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise be anticipated as a
result of redemptions and purchases of Portfolio shares pursuant to such
services.
TRUSTEES OF THE TRUST. The management and affairs of the International Trust
are supervised by the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under which, as described
above, certain companies provide essential management services to the Trust.
REPORTING. The International Trust issues unaudited financial information
semiannually and audited financial statements annually. The International Trust
furnishes proxy statements and other reports to shareholders of record.
SHAREHOLDER INQUIRIES. Shareholder inquires should be directed to SEI Financial
Management Corporation, 680 East Swedesford Road, Wayne, PA 19087-1658 (Class A
Shares) or DST Systems, Inc., P.O. Box 419240, Kansas City, MO 64141-6240
(Class D Shares).
-13-
<PAGE>
DIVIDENDS. Substantially all of the net investment income (exclusive of capital
gains) of the International Equity Portfolio is periodically declared and paid
as a dividend. 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 SFM at least 15 days prior to the distribution.
Dividends and capital gains of the International Equity 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.
DISTRIBUTOR. SFS, a wholly owned subsidiary of SEI, serves as each
International Trust Portfolio's distributor pursuant to a distribution agreement
with the International Trust. Each class of shares of the Portfolio has a
separate Class A Plan and Class D Plan pursuant to Rule 12b-1 under the 1940
Act. The International Trust operates the Plans in accordance with their terms
and NASD Rules concerning sales charges.
The Class A and Class D Plans provide for reimbursement for expenses
incurred by SFS in an amount to exceed .30% of the average daily net assets of
each Portfolio, provided those expenses are permissible as to type and amount
under the budget. Currently, the budget for each Portfolio is .15%. Moreover,
the Class D Plans in addition to the reimbursement of certain expenses described
above, provide for payments to SFS in an amount not to exceed .30% of average
daily net assets attributable to Class D shares. These payments are
compensation that are primarily used to compensate financial institutions that
provide distribution-related services.
MANAGER AND SHAREHOLDER SERVICING AGENT. SFM provides the International Trust
with overall management services, regulatory reporting, all necessary office
space, equipment, personnel, and facilities, and acts as dividend disbursing
agent and shareholder servicing agent. 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 International Equity Portfolio,
.65% of the average daily net assets of the European Equity, Pacific Basin
Equity and Emerging Markets Equity Portfolios and .60% of the average daily net
assets of the International Fixed Income Portfolio. SFM has voluntarily agreed
to waive all or a portion of its fees and, if necessary, reimburse other
operating expenses in order to limit the total operating expenses of each
Portfolio. SFM reserves the right to terminate these voluntary fee waivers and
expense reimbursement at any time.
COUNSEL AND INDEPENDENT ACCOUNTANTS. Morgan Lewis & Bockius, LLP serves as
counsel to the International Trust. Price Waterhouse LLP serves as the
independent public accountants for the International Trust.
CUSTODIAN AND WIRE AGENT. State Street Bank and Trust Company, 225 Franklin
Street, Boston, MA 02110, (the "Custodian"), acts as custodian for the assets
of the International Equity Portfolio. The Custodian holds cash, securities and
other assets of International Trust as required by the 1940 Act. CoreStates
Bank, N.A., Broad and Chestnut Street, P.O. Box 7618, Philadelphia, PA 19101
acts as wire agent of the International Trust's assets.
-14-
<PAGE>
GENERAL INFORMATION ON SHAREHOLDER RIGHTS
CAPITALIZATION. The beneficial interests in the International Equity Portfolio,
European Equity Portfolio and Pacific Basin Equity Portfolio are represented by
an unlimited number of transferable shares of beneficial interest with no par
value per share. The Declaration of Trust of the International Trust, under
which each Portfolio has been established, permits the Trustees to allocate
shares in an unlimited number of series, and classes thereof, with rights
determined by the Trustees, all without shareholder approval. Fractional shares
may be issued. Each Portfolio's shares have equal voting rights with respect to
matters affecting shareholders of all classes of each Portfolio and each series
of the International Trust under which the Portfolio has been established, and
represent equal proportionate interests in the assets belonging to the
Portfolios. Shareholders of each Portfolio are entitled to receive dividends
and other amounts as determined by the Trustees. Shareholders of each Portfolio
vote separately, by class, as to matters such as approval or amendments of Rule
12b-1 distribution plans that affect only their particular class and by series
as to matters, such as approval or amendments of investment advisory agreements
or proposed reorganizations, that affect only their particular series.
SHAREHOLDER LIABILITY. Under Massachusetts law, shareholders of a business
trust could, under certain circumstances, be held personally liable for the
obligations of the business trust. However, the Declaration of Trust under
which the Portfolios were established disclaim shareholder liability for the
acts or obligations of a series and require that notice of such disclaimer be
given in each agreement, obligation or instrument entered into or executed by
the Portfolios or Trustees. The Declaration of Trust provides for
indemnification out of the Portfolios' property for all losses and expenses of
any shareholder held personally liable for the obligation of such Portfolio.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which a disclaimer is inoperative and the Portfolio itself would be unable to
meet its obligations. A substantial number of mutual funds in the United States
are organized as Massachusetts business trusts.
SHAREHOLDER MEETINGS AND VOTING RIGHTS. The International Trust, on behalf of
its Portfolios, is not required to hold annual meetings of shareholders.
However, a meeting of shareholders for the purpose of voting upon the question
of removal of a Trustee must be called when requested in writing by the holders
of at least 10% of the outstanding shares. In addition, the International Trust
is also required to call a meeting of shareholders for the purpose of electing
Trustees if, at any time, less than a majority of the Trustees then holding
office were elected by shareholders. If Trustees of the International Trust
fail or refuse to call a meeting for a period of 30 days after a request in
writing by shareholders holding an aggregate of at least 10% of the outstanding
shares, then shareholders holding said 10% may call and give notice of such
meeting. The International Trust does not currently intend to hold regular
shareholder meetings. The International Trust does not permit cumulative
voting. A majority of shares entitled to vote on a matter constitutes a quorum
for consideration of such matter. In either case, a majority of shares entitled
to vote on a matter constitutes a quorum for consideration of such matter
(unless otherwise specifically required by the applicable governing documents or
other law, including the 1940 Act).
LIQUIDATION OR DISSOLUTION. In the event of a liquidation or dissolution of the
International Trust, the International Equity Portfolio, the European Equity
Portfolio or the Pacific Basin Equity Portfolio, the shareholders are entitled
to receive, when, and as declared by the Trustees, the excess of the assets
belonging to such Portfolio or attributable to the class over the liabilities
belonging to the Portfolio or attributable to the class. In either case, the
assets so distributable to shareholders of the Portfolio will be distributed
among the shareholders in proportion to the number of shares of the Portfolio
held by them and recorded on the books of the Portfolio.
LIABILITY AND INDEMNIFICATION OF TRUSTEES. The International Trust's
Declaration of Trust provides that no Trustee or officer shall be liable to the
Trust or any series thereof, or to any shareholder, Trustee, officer,
-15-
<PAGE>
employee or agent of the Trust for any action or failure to act except for his
or her own bad faith, willful misfeasance, gross negligence or reckless
disregard of his or her duties. The Declaration of Trust also provides that a
Trustee or officer is entitled to indemnification against liabilities and
expenses with respect to claims related to his or her position with the Trust
unless such Trustee or officer shall have been adjudicated to have acted with
bad faith, willful misfeasance, gross negligence or reckless disregard of his or
her duties, or not to have acted in good faith that his or her action was in the
best interest of the Trust. The Declaration of Trust further provides that a
Trustee or officer is not entitled to indemnification against liabilities in the
event of settlement unless there has been a determination that such Trustee or
officer has not engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties.
RIGHTS OF INSPECTION. Shareholders of the Portfolios of the International Trust
have the same right to inspect the governing documents, records of meetings of
shareholders, shareholder lists, share transfer records, accounts and books of
the Portfolios as are permitted shareholders of a corporation under
Massachusetts corporate law. The purpose of inspection must be for interest of
shareholders relative to the affairs of the Trust.
The foregoing is only a summary of certain characteristics of the
Declaration of Trust, By-Laws, Massachusetts law and the 1940 Act and is not a
complete description of those documents or law. Shareholders should refer to
the provisions of such Declaration of Trust, By-Laws, Massachusetts law and the
1940 Act directly for more complete information.
ADDITIONAL INFORMATION CONCERNING THE PORTFOLIOS
INTERNATIONAL EQUITY PORTFOLIO. Information concerning the operation and
management of the International Equity Portfolio is incorporated herein by
reference from the current Prospectus of the International Trust dated August
31, 1995, a copy of which is enclosed, and Statement of Additional Information
dated June 28, 1995, as amended August 31, 1995. A copy of such Statement of
Additional Information is available upon request and without charge by writing
to the International Trust at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-342-5734 (Class A
Shares) or 1-800-437-6016 (Class D Shares).
EUROPEAN EQUITY PORTFOLIO. Information concerning the operation and management
of the European Equity Portfolio is incorporated herein by reference from the
current Prospectus of the International Trust dated August 31, 1995, and
Statement of Additional Information dated June 28, 1995, as amended August 31,
1995. A copy of such Prospectus and Statement of Additional Information is
available upon request and without charge by writing to the International Trust
at the address listed on the cover page of this Prospectus/Proxy Statement or by
calling toll-free 1-800-342-5734.
PACIFIC BASIN EQUITY PORTFOLIO. Information concerning the operation and
management of the Pacific Basin Equity Portfolio is incorporated herein by
reference from the current Prospectus of the International Trust dated August
31, 1995, and Statement of Additional Information dated June 28, 1995, as
amended August 31, 1995. A copy of such Prospectus and Statement of Additional
Information is available upon request and without charge by writing to the
International Trust at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-342-5734 (Class A
Shares).
The International Trust is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance
therewith file reports and other information, including proxy material and
charter documents with the SEC. These items can be inspected and copies
obtained at the Public Reference Facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located
at Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois, 60661-
2511 and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can also be obtained from the Public Reference Branch, Office
of Consumer Affairs and Information Services of the SEC, Washington, D.C. 20549
at prescribed rates.
-16-
<PAGE>
FINANCIAL STATEMENTS AND EXPERTS
The financial statements of the International Trust, which includes the
International Equity Portfolio, (formerly, Core International Equity Portfolio)
European Equity Portfolio and Pacific Basin Equity Portfolio, contained in its
annual report to shareholders for the fiscal year ended February 28, 1995 have
been audited by Price Waterhouse LLP, its independent accountants. These
financial statements, as well as the pro forma financial statements for the
period February 28, 1995 through August 31, 1995, reflecting the International
Equity Portfolio after the Reorganization, are included in the Statement of
Additional Information to this Prospectus/Proxy Statement and are incorporated
by reference herein. The International Trust will furnish without charge, a copy
of the most recent Annual Report to Shareholders of its Portfolios, on request.
Requests should be directed to the International Trust at the address listed
above or by calling 1-800-342-5734.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of the
International Equity Portfolio will be passed upon by Morgan Lewis & Bockius,
LLP, 2000 One Logan Square, Philadelphia, Pennsylvania, 19103, which firm will
also render an opinion as to certain federal income tax consequences of the
Reorganization. Morgan, Lewis and Bockius, LLP serves as counsel to the
International Trust.
VOTING INFORMATION CONCERNING THE MEETING
GENERAL INFORMATION. This Prospectus/Proxy Statement is being furnished in
connection with the solicitation of proxies by the Board of Trustees of the
International Trust on behalf of the European Equity Portfolio and Pacific Basin
Equity Portfolio in connection with the Meeting. It is expected that the
solicitation of proxies will be primarily by mail. Officers and service
contractors hired by the European Equity and Pacific Basin Equity Portfolios and
the International Trust may also solicit proxies by telephone, telegraph or
personal interview. Any shareholders giving a proxy may revoke it at any time
before it is exercised by submitting to the Secretary of the International
Trust, 680 East Swedesford Road, Wayne, Pennsylvania 19087, a written notice of
revocation or a subsequently executed proxy, or by attending the Meeting and
voting in person.
Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the shares will
be voted "FOR" the approval of the Reorganization Agreements for the European
Equity Portfolio or Pacific Basin Equity Portfolio as applicable. It is not
anticipated that any matters other than the adoption of the Reorganization
Agreement will be brought before the Meeting. Should other business properly be
brought before the Meeting, it is intended that the accompanying proxies will be
voted in accordance with the judgment of the persons named as such proxies. For
the purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have discretionary
power) will be treated as shares that are present but which have not been voted.
For this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of the Reorganization
Agreement.
Proxy solicitations will be made primarily by mail, but proxy solicitations
may also be made by telephone, telegraph or personal solicitations conducted by
officers and employees of the International Trust, its affiliates or other
representatives.
In the event that sufficient votes to approve each Reorganization Agreement
are not received by March 15, 1996, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies.
In determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require an affirmative vote at the Meeting. The
persons named as proxies will vote
-17-
<PAGE>
upon such adjournment after consideration of all circumstances which may bear
upon a decision to adjourn the Meeting.
If the Reorganization Agreement is not approved, shareholders wishing to
submit proposals for consideration for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to the
Secretary of the International Trust, 680 Swedesford Road, Wayne, Pennsylvania
19087, such that they will be received by the International Trust in a
reasonable period of time prior to any such meeting.
The votes of the shareholders of the International Equity Portfolio are not
being solicited by this Prospectus/Proxy Statement and are not required to carry
out the Reorganization.
VOTING RIGHTS AND REQUIRED VOTE. Each share of the European Equity Portfolio
and Pacific Basin Equity Portfolio is entitled to one vote. Approval of each
Reorganization Agreement will require the affirmative vote of more than 50% of
the outstanding voting securities of each portfolio, with all classes of each
Portfolio voting together as one class.
APPRAISAL RIGHTS. Shareholders of an open-end investment company registered
under the 1940 Act are not entitled to any appraisal rights if the value placed
on shares of shareholders' that is the subject of the transaction is its net
asset value. In any event, the staff of the Securities and Exchange Commission
has taken the position that any rights to appraisal arising under state law are
superseded by the provisions of Rule 22c-1 under the 1940 Act, which generally
requires that shares of a registered open-end investment company be valued at
their next determined net asset value. A shareholder of the European Equity
Portfolio or Pacific Basin Equity Portfolio may redeem his or her shares at the
net asset value prior to the date of the Reorganization.
THE BOARD OF TRUSTEES OF THE EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN
EQUITY PORTFOLIO RECOMMENDS THAT YOU VOTE FOR APPROVAL OF YOUR PORTFOLIO'S
RESPECTIVE REORGANIZATION AGREEMENT
OTHER BUSINESS
The Board of Trustees of the International Trust on behalf of the European
Equity and Pacific Basin Equity Portfolios knows of no other business to be
brought before the Meeting. However, if any other matters come before the
Meeting, it is the intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
-18-
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
___________ __, 1996 (the "Agreement") by and between SEI International Trust, a
Massachusetts business trust (the "International Trust"), on behalf of its
separately managed portfolios, the [European Equity Portfolio or Pacific Basin
Equity Portfolio, as applicable (the "Portfolios")] and International Equity
Portfolio (the "International Portfolio").
WHEREAS, the International Trust was organized under Massachusetts law as a
business trust under a Declaration of Trust dated June 30, 1988. The
International Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
International Trust has authorized capital consisting of an unlimited number of
shares of beneficial interest without par value of separate series of the
International Trust. The International Portfolio and [Portfolios] are duly
organized and validly existing series of the International Trust.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
[Portfolios], solely in exchange for the assumption by the International
Portfolio of stated liabilities of the [Portfolios] and Class A shares of the
International Portfolio ("International Portfolio Shares") followed by the
distribution, at the Effective Time (as defined in Section 10 of this
Agreement), of such International Portfolio Shares to the holders of shares of
the [Portfolios] ("Portfolio Shares") on the terms and conditions hereinafter
set forth in Liquidation of the [Portfolios]. The parties hereto covenant and
agree as follows:
1. Plan of Reorganization. At the Effective Time, the [Portfolios] will
assign, deliver and otherwise transfer all of its assets, and assign all of its
stated liabilities, to the International Portfolio free and clear of all liens
and encumbrances except as provided in this Agreement, and the International
Portfolio shall acquire all such assets, and shall assume all such liabilities
of the [Portfolios], in exchange for delivery to the [Portfolios] by the
International Portfolio of a number of International Portfolio Shares (both full
and fractional) equal in number to the number of outstanding full and fractional
shares of the [Portfolios] multiplied by the exchange ratio computed as set
forth below, the product of such multiplication to be rounded to the nearest one
thousandth of a full share. The exchange ratio shall be the number determined
by dividing the net asset value per share of the [Portfolios] Shares by the net
asset value per share of the International Portfolio Shares as of the Effective
Time as described in Section 3 of this
<PAGE>
Agreement. Such exchange ratio shall be rounded to the nearest ten thousandth.
The assets and stated liabilities of the [Portfolios], as set forth in the
Statement of Assets and Liabilities attached hereto as Exhibit A, shall be
exclusively assigned to and assumed by the International Portfolio. All debts,
liabilities, obligations and duties of the [Portfolios], to the extent that they
exist at or after the Effective Time, shall after the Effective Time attach to
the International Portfolio and may be enforced against the International
Portfolio to the same extent as if the same had been incurred by the
International Portfolio.
2. Transfer of Assets. The assets of the [Portfolios] to be acquired by the
International Portfolio and allocated thereto shall include, without limitation,
all cash, cash equivalents, securities, receivables (including interest and
dividends receivable), any claims or rights of action or rights to register
shares under applicable securities laws, any books or records of the
[Portfolios] and other property owned by the [Portfolios] shown as assets on the
books of the [Portfolios] at the Effective Time.
3. Liquidation and Dissolution of the [Portfolios]. At the Effective Time,
the International Portfolio Shares (both full and fractional) received by the
[Portfolios] will be distributed to the shareholders of record of the
[Portfolios] as of the Effective Time in exchange for their respective
[Portfolios] Shares and in complete liquidation of the [Portfolios]. Each
shareholder will receive International Portfolio Shares pro rata in proportion
to its respective [Portfolio Shares] held by that shareholder at the Effective
Time, as set forth in Section 1 of this Agreement. Such liquidation and
distribution will be accompanied by the establishment of an open account on the
share records of the International Portfolio in the name of each shareholder of
the [Portfolios] and representing the respective number of International
Portfolio Shares due such shareholder. As soon as practicable after the
Effective Time, the [Portfolios] shall take, in accordance with Federal law and
the law of the Commonwealth of Massashusetts, all steps as shall be necessary
and proper to effect a complete termination of the [Portfolios].
4. Valuation. The value of the [Portfolios'] assets to be acquired by the
International Portfolio shall be the net asset value computed as of the
valuation time provided in the [Portfolios] prospectus at the Effective Time,
using the valuation procedures set forth in the [Portfolios] then-current
Prospectus or Statement of Additional Information. The number, value and
denominations of full and fractional International Portfolio Shares to be issued
in exchange for the [Portfolios] assets shall be determined as set forth in
Section 1 of this Agreement. All computations of value shall be made by the
International Portfolio's custodian and reviewed by its independent accountants.
The International Portfolio shall cause its custodian to deliver a copy of its
valuation report, reviewed by its independent accountants, to the [Portfolios].
2
<PAGE>
5. Representations and Warranties of the International Portfolio. The
International Portfolio represents and warrants to the [Portfolios] as follows:
(a) Financial Statements. The audited financial statements of the
International Portfolio for the fiscal year ended February 28, 1995 and
unaudited International Portfolio Financial Statements for the six-month
period ended August 31, 1995, (the "International Portfolio Financial
Statements"), which will be delivered to the [Portfolios], fairly present
the financial position of the International Portfolio as of the date
thereof and the results of its operations and changes in its net assets for
the period indicated.
(b) Shares to be Issued Upon Reorganization. The International Portfolio
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization will be validly
issued, fully paid and nonassessable.
(c) Authority Relative to this Agreement. The International Trust on
behalf of the International Portfolio has the power to enter into this
Agreement and to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the
International Trust's Board of Trustees and no other proceedings by the
International Portfolio are necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby. The
International Portfolio is not a party to or obligated under any
declaration of trust, by-law, indenture or contract provision or any other
commitment or obligation, or subject to any order or decree, which would be
violated by its executing and carrying out this Agreement.
(d) Effective Registration Statement. The International Portfolio will
prepare and file with the SEC a registration statement on Form N-14 under
the Securities Act of 1933, as amended ("1933 Act"), relating to the
International Portfolio Shares ("Registration Statement"). From the
effective date of the Registration Statement of the International Portfolio
through the Effective Time, the Registration Statement of the International
Portfolio (exclusive of those portions based upon written information
regarding the [Portfolios]) (i) complies in all material respects with the
1933 Act, the Securities Exchange Act of 1934, as amended ("1934 Act"), and
the 1940 Act, and the rules and regulations thereunder and (ii) does not
and will not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements, in light
of the circumstances under which they were made, not misleading.
(e) Liabilities. There are no liabilities of the International Portfolio,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the International Portfolio Financial Statements and
liabilities incurred in the
3
<PAGE>
ordinary course of business subsequent to August 31, 1995 or otherwise
previously disclosed to the [Portfolios], none of which has been materially
adverse to the business, assets or results of operations of the
International Portfolio.
(f) Litigation. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the International Portfolio, threatened which would
adversely affect the International Portfolio or its assets or business or
which would prevent or hinder consummation of the transactions contemplated
hereby.
(g) Contracts. Except for contracts and agreements disclosed to the
[Portfolios], under which no default exists, the International Portfolio is
not a party to or subject to any material contract, debt instrument, plan,
lease, franchise, license or permit of any kind or nature whatsoever with
respect to the International Portfolio.
(h) Taxes. As of the Effective Time, all Federal and other tax returns and
reports of the International Portfolio required by law to have been filed
shall have been filed, and all other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof, and to the
best of the International Portfolio's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
any of such returns.
6. Representations and Warranties of the [Portfolios]. The [Portfolios]
represents and warrants to the International Portfolio as follows:
(a) Financial Statements. The audited financial statements of the
[Portfolios] for the fiscal year ended February 28, 1995 and unaudited
[Portfolios] financial statements for the six-month period ended August 31,
1995, (the "[Portfolios] Financial Statements"), as delivered to the
International Portfolio, fairly present the financial position of the
[Portfolios] as of the date thereof, and the results of its operations and
changes in its net assets for the periods indicated.
(b) Marketable Title to Assets. The [Portfolios] will have, at the
Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be
transferred to the International Portfolio. Upon delivery and payment for
such assets, the International Portfolio will have good and marketable
title to such assets without restriction on the transfer thereof. The
[Portfolios] reserves the right to sell any of its securities but will not,
without the prior approval of International Portfolio, on behalf of the
International Portfolio, acquire any additional securities other than
securities of the type in which the International Portfolio is permitted to
invest. It is acknowledged and understood that the [Portfolios] intends to
liquidate substantially all of its assets for cash prior to the
Reorganization.
4
<PAGE>
(c) Authority Relative to this Agreement. The [Portfolios] has the power
to enter into this Agreement and to carry out its obligations hereunder.
The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the [Portfolios] Board of Trustees, and, except for approval
by the shareholders of the [Portfolios], no other proceedings by the
[Portfolios] are necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby. The [Portfolios] is
not a party to or obligated under any declaration of trust, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.
(d) Liabilities. There are no liabilities of the [Portfolios] whether or
not determined or determinable, other than liabilities disclosed or
provided for in the [Portfolios] Financial Statements and liabilities
incurred in the ordinary course of business subsequent to August 31, 1995
or otherwise previously disclosed to the International Portfolio, none of
which has been materially adverse to the business, assets or results of
operations of the [Portfolios].
(e) Litigation. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the [Portfolios], threatened which would adversely
affect the [Portfolios] or its assets or business or which would prevent or
hinder consummation of the transactions contemplated hereby.
(f) Contracts. Except for contracts and agreements disclosed to the
International Portfolio, under which no default exists, the [Portfolios] is
not a party to or subject to any material contract, debt instrument, plan,
lease, franchise, license or permit of any kind or nature whatsoever.
(g) Taxes. As of the Effective Time, all Federal and other tax returns and
reports of the [Portfolios] required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the [Portfolios]'s knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
7. Conditions Precedent to Obligations of the International Portfolio.
(a) All representations and warranties of the [Portfolios] contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
5
<PAGE>
(b) The International Portfolio shall have received the opinion of counsel
for the [Portfolios], dated the Effective Time, addressed to and in form
and substance satisfactory to counsel for the International Portfolio, to
the effect that (i) the [Portfolios] is a series of the International
Trust, a duly organized and validly existing business trust under the laws
of the Commonwealth of Massachusetts; (ii) The International Trust is an
open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); (iii) this Agreement and
the Reorganization provided for herein and the execution of this Agreement
have been duly authorized and approved by all requisite action of the
International Trust on behalf of the [Portfolios] and this Agreement has
been duly executed and delivered by the [Portfolios] and is a valid and
binding obligation of the [Portfolios], subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions
regarding enforcement of creditors' rights generally; and (iv) to the best
of counsel's knowledge after reasonable inquiry, no consent, approval,
order or other authorization of any Federal or state court or
administrative or regulatory agency is required for the [Portfolios] to
enter into this Agreement or carry out its terms that has not been obtained
other than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
the [Portfolios].
(c) The [Portfolios] shall have delivered to the International Portfolio at
the Effective Time a statement of the [Portfolios]'s assets and
liabilities, prepared in accordance with generally accepted accounting
principles consistently applied, together with a certificate of the
Treasurer or Assistant Treasurer of the [Portfolios] as to the aggregate
asset value of the [Portfolios]'s portfolio securities.
8. Conditions Precedent to Obligations of the [Portfolios].
(a) All representations and warranties of the International Portfolio
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time, with
the same force and effect as if made on and as of the Effective Time.
(b) The [Portfolios] shall have received the opinion of counsel for the
International Portfolio, dated the Effective Time, addressed to and in form
and substance satisfactory to counsel for the [Portfolios], to the effect
that: (i) the International Portfolio is a series of the International
Trust, a duly organized and validly existing corporation under the laws of
the Commonwealth of Massachusetts; (ii) the International Trust is an open-
ended management investment company registered under the 1940 Act; (iii)
this Agreement and the Reorganization provided for herein and the execution
of this Agreement have been duly authorized and approved by all requisite
action of the International Trust on behalf of the International Portfolio
and this Agreement has been duly executed and delivered by the
International Portfolio and is a valid and
6
<PAGE>
binding obligation of the International Portfolio, subject to applicable
bankruptcy, insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally; (iv) to the
best of counsel's knowledge after reasonable inquiry, no consent, approval,
order or other authorization of any Federal or state court or
administrative or regulatory agency is required for the International
Portfolio to enter into this Agreement or carry out its terms that has not
already been obtained, other than where the failure to obtain any such
consent, approval, order or authorization would not have a material adverse
effect on the operations of the International Portfolio; and (v) the
International Portfolio Shares to be issued in the Reorganization have been
duly authorized and upon issuance thereof in accordance with this Agreement
will be validly issued, fully paid and nonassessable.
9. Further Conditions Precedent to Obligations of the [Portfolios] and the
International Portfolio. The obligations of the [Portfolios] and the
International Portfolio to effectuate this Agreement shall be subject to the
satisfaction of each of the following conditions:
(a) Such authority from the Securities and Exchange Commission (the "SEC")
and state securities commissions as may be necessary to permit the parties
to carry out the transactions contemplated by this Agreement shall have
been received.
(b) The [Portfolios] will call a meeting of shareholders to consider and
act upon this Agreement and to take all other actions reasonably necessary
to obtain the approval by its shareholders of this Agreement and the
transactions contemplated herein, including the Reorganization and the
termination of the [Portfolios] if the Reorganization is consummated. The
[Portfolios] prepared or will prepare the notice of meeting, form of proxy
and proxy statement (collectively, "Proxy Materials") to be used in
connection with such meeting; provided that the International Portfolio has
furnished or will furnish a current, effective Prospectus relating to the
International Portfolio Shares for incorporation within and/or distribution
with the Proxy Materials, and with such other information relating to the
International Portfolio as is reasonably necessary for the preparation of
the Proxy Materials.
(c) The International Portfolio, has prepared and filed, or will prepare
and file with the SEC a registration statement on Form N-14 under the
Securities Act of 1933, as amended ("1933 Act"), relating to the
International Portfolio Shares ("Registration Statement"). The
[Portfolios] has provided or will provide the International Portfolio with
Proxy Materials for inclusion in the Registration Statement, prepared in
accordance with paragraph (b) and with such other information and documents
relating to the [Portfolios] as are reasonably necessary for the
preparation of the Registration Statement.
7
<PAGE>
(d) The Registration Statement on Form N-14 of the International Portfolio
shall be effective under the Securities Act of 1933 and, to the best
knowledge of the International Portfolio, no investigation or proceeding
for that purpose shall have been instituted or be pending, threatened or
contemplated under the 1933 Act.
(e) The shares of the International Portfolio shall have been duly
qualified for offering to the public in all states of the United States,
the Commonwealth of Puerto Rico and the District of Columbia (except where
such qualifications are not required) so as to permit the transfer
contemplated by this Agreement to be consummated.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding
shares of the [Portfolios] entitled to vote at an annual or special
meeting.
(g) The Board of Trustees of the International Trust on behalf of the
International Portfolio shall have taken the following action, at a meeting
duly called for such purpose, authorization of the issuance by the
International Portfolio of International Portfolio Shares at the Effective
Time in exchange for the assets of the [Portfolios] pursuant to the terms
and provisions of this Agreement.
10. Effective Time of the Reorganization. The exchange of the [Portfolios]
assets for International Portfolio Shares shall be effective as of close of
business on May 15, 1995 or at such other time and date as fixed by the mutual
consent of the parties (the "Effective Time").
11. Termination. This Agreement and the transactions contemplated hereby may
be terminated and abandoned by either party by resolution of that party's Board
of Trustees, at any time prior to the Effective Time, if circumstances should
develop that, in the opinion of that party's Board, make proceeding with the
Agreement inadvisable.
12. Amendment. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the parties; provided,
however, that following the Shareholders Meeting called on behalf of the
[Portfolios] pursuant to Section 9 of this Agreement, no such amendment may have
the effect of changing the provisions for determining the number of
International Portfolio Shares to be paid to the [Portfolios] Shareholders under
this Agreement to the detriment of the [Portfolios] shareholders without their
further approval.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
14. Notices. Any notice, report, statement or demand required or permitted by
and provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
8
<PAGE>
if to the International Trust, on behalf of the International Equity Portfolio
and [Portfolios]:
Kevin P. Robins, Esquire
680 East Swedesford Road
Wayne, Pennsylvania 19087-1658
with a copy to:
Richard W. Grant, Esquire
Morgan Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103
15. Headings, Counterparts, Assignment.
(a) The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.
16. Entire Agreement. The International Trust on behalf of the International
Portfolio and the [Portfolios] agree that neither party has made any
representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties. The
representations, warranties and covenants contained herein or in any document
delivered pursuant hereto or in connection herewith shall survive the
consummation of the transactions contemplated hereunder.
9
<PAGE>
17. Further Assurances. The International Trust on behalf of the International
Portfolio and the [Portfolios] shall take such further action as may be
necessary or desirable and proper to consummate the transactions contemplated
hereby.
[SEAL] THE SEI INTERNATIONAL TRUST
On behalf of the International
Equity Portfolio
Attest:
________________________ By:______________________________
President
[SEAL] THE SEI INTERNATIONAL TRUST
On behalf of the [Portfolios]
Attest:
_______________________ By:_______________________________
Lee S. Owen
President
10
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Dated January 22, 1996
Relating to the Acquisition of the Assets of
THE EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO
OF
SEI INTERNATIONAL TRUST
680 East Swedesford Road
Wayne, PA 19087-1658
1-800-342-5734
by and in Exchange for Class A Shares of the
INTERNATIONAL EQUITY PORTFOLIO
OF THE
SEI INTERNATIONAL TRUST
680 East Swedesford Road
Wayne, PA 19087-1658
1-800-342-5734
This Statement is not a prospectus but should be read in conjunction with the
related Prospectus/Proxy Statement dated January 22, 1996 which covers the
shares of the International Equity Portfolio of the SEI International Trust (the
"International Trust") to be issued in exchange for substantially all of the net
assets of the European Equity and Pacific Basin Equity Portfolios of the
International Trust. Please retain this Statement for further reference.
To obtain additional copies of the related Prospectus/Proxy Statement, please
call the International Trust at 1-800-437-6016.
TABLE OF CONTENTS PAGE
----------------- ----
Introduction 3
Additional Information About International
Equity Portfolio 3
General Information and History 3
Investment Objective and Policies 3
Management of Equity Partners Fund 3
Control Persons and Principal Holders of Securities 3
Investment Advisory and Other Services 3
Brokerage Allocation and Portfolio Turnover 3
Shares of Beneficial Interest 3
Purchase, Redemption and Pricing of Shares 4
Tax Status 4
Distribution Agreement 4
<PAGE>
Performance Information 4
Financial Statements 4
Additional Information about the European
Equity and Pacific Basin Equity
Portfolios 4
General Information and History 4
Investment Objective and Policies 4
Management of Quality Growth Fund 4
Investment Advisory and Other Services 4
Brokerage Allocation and Portfolio Turnover 5
Shares of Beneficial Interest 5
Purchase, Redemption and Pricing of Shares 5
Tax Status 5
Distribution Agreement 5
Performance Information 5
Financial Statements 5
Pro Forma Combined Financial Statements 5
-2-
<PAGE>
INTRODUCTION
------------
This Statement of Additional Information is intended to supplement the
information provided in the Prospectus/Proxy Statement dated January 22, 1995
which covers the Class A Shares of International Equity Portfolio to be issued
in exchange for substantially all of the net assets of the European Equity and
Pacific Basin Equity Portfolios. The Prospectus/Proxy Statement has been sent to
the shareholders of the European Equity and Pacific Basin Equity Portfolios in
connection with the solicitation of proxies by the Board of Trustees of
International Trust on behalf of the European Equity and Pacific Basin Equity
Portfolios to be voted at the Special Meeting of Shareholders to be held on
March 15, 1996. The Statement of Additional Information of the International
Trust for the International Equity, European Equity and Pacific Basin Equity
Portfolios dated June 28, 1995, as amended August 31, 1995 (the "International
Trust SAI") is attached hereto as Exhibit A.
ADDITIONAL INFORMATION ABOUT THE INTERNATIONAL EQUITY PORTFOLIO
---------------------------------------------------------------
General Information and History
- -------------------------------
For additional general information about the International Equity Portfolio
and its history, see "Trust" in the International Trust SAI.
Investment Objective and Policies
- ---------------------------------
For additional information about the International Equity Portfolio's
investment objective and policies, see "Description of Permitted Investments,"
"Description of Ratings," "Investment Limitations" and "Non-Fundamental
Policies" in the International Trust SAI.
Management of International Equity Portfolio
- --------------------------------------------
For additional information about the International Equity Portfolio's
Trustees and Officers, see "Trustees and Officers of the Trust" in the
International Trust SAI.
Control Persons and Principal Holders of Securities
- ---------------------------------------------------
For additional information about control persons of the International
Equity Portfolio and principal holders of International Equity shares, see
"Control Persons and Principal Holders of Securities" in the International Trust
SAI.
Investment Advisory and Other Services
- --------------------------------------
For additional information about the International Equity Portfolio's
investment adviser and sub-advisers, custodian and independent auditors, see
"The Advisers and Sub-Advisers" "The Manager and Shareholder Servicing Agent"
and "Experts" in the International Trust SAI.
Brokerage Allocation and Portfolio Turnover
- -------------------------------------------
For additional information about the International Equity Portfolio's
brokerage allocation practices and portfolio turnover rate, see "Portfolio
Transactions" in the International Trust SAI.
-3-
<PAGE>
Shares of Beneficial Interest
- -----------------------------
For additional information about the voting rights and other
characteristics of International Equity Portfolio shares, see "Description of
Shares" and "Voting" in the International Trust SAI.
Purchase, Redemption and Pricing of Shares
- ------------------------------------------
For additional information about the purchase and redemption of the
International Equity Portfolio's shares and the determination of net asset
value, see "Purchase and Redemption of Shares" in the International Trust SAI.
Tax Status
- ----------
For additional information about tax matters affecting the International
Equity Portfolio and its shareholders, see "Taxes" in the International Trust
SAI.
Distribution Agreement
- ----------------------
For additional information about the International Equity Portfolio's
distributor and the distribution agreement between the distributor and the
International Trust on behalf of the International Equity Portfolio, see
"Distribution" in the International Trust SAI.
Performance Information
- -----------------------
For additional information about the investment performance of the
International Equity Portfolio, see "Performance" in the International Trust
SAI.
Financial Statements
- --------------------
The financial statements of the International Equity Portfolio as of
February 28, 1995 are contained in the International Trust SAI.
ADDITIONAL INFORMATION ABOUT EUROPEAN EQUITY AND PACIFIC
--------------------------------------------------------
BASIN EQUITY PORTFOLIOS
-----------------------
General Information and History
- -------------------------------
For additional general information about the European Equity and Pacific
Basin Equity Portfolios and their history, see "Trust" in the International
Trust SAI.
Investment Objective and Policies
- ---------------------------------
For additional information about the European Equity and Pacific Basin
Equity Portfolios' investment objectives and policies, see "Description of
Permitted Investments," "Description of Ratings," "Investment Limitations" and
"Non-Fundamental Policies" in the International Trust SAI.
Management of the European Equity and Pacific Basin Equity Portfolios
- ---------------------------------------------------------------------
For additional information about the European Equity and Pacific Basin
Equity Portfolios' Board of Trustees and officers, see "Trustees and Officers of
the Trust" in the International Trust SAI.
-4-
<PAGE>
Investment Advisory and Other Services
- --------------------------------------
For additional information about the European Equity and Pacific Basin
Equity Portfolios' investment adviser, sub-advisers, administrator, custodian
and independent auditors, see "The Advisers and Sub-Advisers" "The Manager and
Shareholder Servicing Agent" and "Experts" in the International Trust SAI.
Brokerage Allocation and Portfolio Turnover
- -------------------------------------------
For additional information about the European Equity and Pacific Basin
Equity Portfolios' brokerage allocation practices and portfolio turnover rate,
see "Portfolio Transactions" in the International Trust SAI.
Purchase, Redemption and Pricing of Shares
- ------------------------------------------
For additional information about the purchase and redemption of the
European Equity and Pacific Basin Equity Portfolios shares and the determination
of net asset value, see "Purchase and Redemption of Shares" in the International
Trust SAI.
Tax Status
- ----------
For additional information about tax matters affecting the European Equity
and Pacific Basin Equity Portfolios' and its shareholders, see "Taxes" in the
International Trust SAI.
Distribution Agreement
- ----------------------
For additional information about European Equity and Pacific Basin Equity
Portfolios distributor and the distribution agreement between the distributor
and International Trust on behalf of the European Equity and Pacific Basin
Equity Portfolios, see "Distribution" in the International Trust SAI.
Performance Information
- -----------------------
For additional information about the investment performance of the European
Equity and Pacific Basin Equity Portfolios, see "Performance" in the
International Trust SAI.
Financial Statements
- --------------------
The financial statements of the European Equity and Pacific Basin Equity
Portfolios for the year ended February 28, 1995 are contained in the
International Trust SAI.
PRO FORMA COMBINED FINANCIAL STATEMENTS
---------------------------------------
The pro forma financial statements which give effect to the acquisition of the
assets of the European Equity and Pacific Basin Equity Portfolios by and in
exchange for the Class A Shares of the International Equity Portfolio are
attached hereto as Exhibit B. These financial statements have been presented as
if the proposed Reorganization had taken place on August 31, 1995.
-5-
<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 August 31, 1995. Prospectuses may be obtained
through SEI Financial Services Company, 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658.
TABLE OF CONTENTS
The Trust......................................................... S-2
Description of Permitted Investments.............................. S-2
Description of Ratings............................................ S-4
Investment Limitations............................................ S-8
Non-Fundamental Policies.......................................... S-9
The Manager and Shareholder Servicing Agent....................... S-10
The Advisers and Sub-Advisers..................................... S-11
Distribution...................................................... S-12
Trustees and Officers of the Trust................................ S-14
Performance....................................................... S-16
Purchase and Redemption of Shares................................. S-17
Shareholder Services (Class D shares)............................. S-18
Taxes............................................................. S-20
Portfolio Transactions............................................ S-21
Description of Shares............................................. S-23
Limitation of Trustees' Liability................................. S-24
Voting............................................................ S-24
Shareholder Liability............................................. S-24
Control Persons and Principal Holders of Securities............... S-24
Experts........................................................... S-24
Financial Statements.............................................. S-25
June 28, 1995, as amended August 31, 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 (each a "Portfolio"
and, together, the "Portfolios"), 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.
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.
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.
S-2
<PAGE>
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 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
S-3
<PAGE>
Commercial paper rated A by Standard & Poor's Corporation ("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, the highest rating category, reflect a "very
strong" degree of safety regarding timely payment. Those rated A-2, the second
highest rating category, reflect a "satisfactory" degree of safety regarding
timely payment.
Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and
"strong" quality, respectively, 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, the highest rating category established 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 from 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).
. 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
S-4
<PAGE>
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. 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
S-5
<PAGE>
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 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 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 quality 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
S-6
<PAGE>
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.
INVESTMENT LIMITATIONS
The Core International Equity, European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios may not:
1. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Portfolio may (i) purchase or hold
debt instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) lend its securities.
S-7
<PAGE>
2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Portfolio may purchase (i) marketable
securities issued by companies which own or invest in real estate
(including real estate investment trusts), commodities, or commodities
contracts, and (ii) commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.
3. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
4. Issue senior securities (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), except as permitted by rule, regulation or
order of the Securities and Exchange Commission ("SEC").
5. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
The International Fixed Income 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 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 in the 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 fees.
S-8
<PAGE>
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 than 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.
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
The following investment limitations are non-fundamental policies of the Trust
and may change without shareholder approval.
The Core International Equity, European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios may not:
1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Portfolio's fundamental limitation on borrowing.
2. Invest in companies for the purpose of exercising control.
3. Purchase securities on margin or effect short sales, except that each
Portfolio may (i) obtain short-term credits as necessary for the clearance
of security transactions, (ii) provide initial and variation margin
payments in connection with transactions involving futures contracts and
options on such contracts, and (iii) make short sales "against the box" or
in compliance with the SEC's position regarding the asset segregation
requirements of Section 18 of the 1940 Act.
4. Purchase securities which must be registered under the 1933 Act, as
amended, before they may be sold to the public, if, in the aggregate, more
than 15% of its total assets would be invested in such restricted
securities. Securities exempted from registration upon resale by Rule 144A
under the 1933 Act are not deemed to be restricted securities for purposes
of this limitation.
5. Purchase illiquid securities, i.e., securities that cannot be disposed of
----
for their approximate carrying value in seven days or less (which term
includes repurchase agreements and time deposits maturing in more than
seven days) if, in the aggregate, more than 15% of its total assets would
be invested in illiquid
S-9
<PAGE>
securities. Notwithstanding the foregoing, securities eligible to be re-
sold under Rule 144A of the 1933 Act may be treated as liquid securities
under procedures adopted by the Board of Trustees.
6. Invest its assets in securities of any investment company, except (i) by
purchase in the open market involving only customary brokers' commissions,
(ii) in connection with mergers, acquisitions of assets, or consolidations,
or (iii) as otherwise permitted by the 1940 Act.
7. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of the 1%
of the shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.
8. Purchase securities of any company which has (with predecessors) a record
of less than three years continuing operations if, as a result, more than
5% of the total assets (taken at current value) would be invested in such
securities.
ADDITIONAL RESTRICTIONS
The following are non-fundamental investment limitations that are currently
required by one or more states in which the Trust sells shares of the
Portfolios. These limitations are in addition to, and in some cases more
restrictive than, the fundamental and non-fundamental investment limitations
listed above. A limitation may be changed or eliminated without shareholder
approval if the relevant state(s) changes or eliminates its policy regarding
such investment restriction. As long as a Portfolio's shares are registered for
sale in such states, it may not:
1. Invest more than 5% of its net assets in warrants; provided that of this 5%
no more than 2% will be in warrants that are not listed on the New York
Stock Exchange or the American Stock Exchange.
2. Invest in the securities of other investment companies except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from the purchase other than the customary broker's commission, or
except when the purchase is part of a plan of merger, consolidation,
reorganization or acquisition.
3. Invest more than 10% of its total assets in illiquid securities, including
securities which are not readily marketable or are restricted.
4. Make short sales, except for short sales "against the box."
5. Invest more than 15% of its assets in restricted securities. For purposes
of this limitation, securities exempt from registration under the 1993 Act,
including Rule 144A securities, are considered to be restricted securities.
THE MANAGER AND SHAREHOLDER SERVICING AGENT
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
S-10
<PAGE>
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 $2,653 $ 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.
THE ADVISERS 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
S-11
<PAGE>
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 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
S-12
<PAGE>
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:
<TABLE>
<CAPTION>
==================================================================================================================================
Total Dist. Amount
Expenses Paid to 3rd
Total Dist. as Parties by Sales Printing Other
Portfolio Class Expenses a % of net SFS for Expenses Costs Costs*
assets Distributor
Related
Services
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A $562,142 .12% $0 $562,142 $0 $0
----------------------------------------------------------------------------------------------
Core International Equity 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
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
S-13
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================================
Total Dist. Amount
Expenses Paid to 3rd
Total Dist. as Parties by Sales Printing Other
Portfolio Class Expenses a % of net SFS for Expenses Costs Costs*
assets Distributor
Related
Services
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity Portfolio A $385 .11% $0 $385 $0 $0
- ----------------------------------------------------------------------------------------------------------------------------------
International Fixed Income A $39,602 .12% $0 $39,602 $0 $0
Portfolio
==================================================================================================================================
</TABLE>
*Costs of complying with securities laws pertaining to the distribution of
shares.
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 Rust; 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.
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.
S-14
<PAGE>
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.
TODD CIPPERMAN - Vice President, Assistant Secretary - SEI, the Administrator
and the Distributor since 1995. Associate, Dewey Ballantine (law firm) 1994-
1995. Associate, Winston & Strawn (law firm) 1991-1994.
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., Partner, 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-15
<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, Trustee* $4,145 $0 $0 $56,250
- -----------------------------------------------------------------------------------------------------------------------------------
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
===================================================================================================================================
</TABLE>
* 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)%
---------------------------------------------
D * * * *
---------------------------------------------
Pacific Basin Equity Portfolio A * * * (15.00)%
---------------------------------------------
D * * * *
---------------------------------------------
Emerging Markets Equity A * * * *
Portfolio
---------------------------------------------
</TABLE>
S-16
<PAGE>
<TABLE>
<CAPTION>
================================================================================
Portfolio Class Average Annual Total Return
-------------------------------------
One Five Ten Since
Year Year Year Inception
---------------------------------------------
<S> <C> <C> <C> <C> <C>
D * * * *
- --------------------------------------------------------------------------------
International Fixed Income A 8.43% * * 7.81%
Portfolio
--------------------------------------------
D * * * *
================================================================================
</TABLE>
*Not in operation during such period
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) divided by 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 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.
S-17
<PAGE>
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.
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
S-18
<PAGE>
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 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.
S-19
<PAGE>
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.
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.
S-20
<PAGE>
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 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.
S-21
<PAGE>
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 Amount Paid to
Commission (000) Distributor(000) % Paid to 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 * * $157 * * $0 * * 0% * * $20
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity * * $26 * * $0 * * 0% * * $0
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
International Fixed Income * $0 $0 * $0 $0 * 0% 0% * * *
Portfolio
====================================================================================================================================
</TABLE>
*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.
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
S-23
<PAGE>
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%.
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%.
S-24
<PAGE>
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 (1) 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, and (2) the unaudited financial statements for the
period January 17, 1995 through May 17, 1995 for the Emerging Markets Equity
Portfolio.
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>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
Foreign Common Stock (86.0%)
- ------------------------------------------------------------------------------
<S> <C> <C>
Argentina (4.9%)
Central Costanera ............................ 34,200 $ 105
IRSA GDR* .................................... 1,700 41
IRSA* ........................................ 29,700 72
Perez Companc ................................ 73,916 341
Total Argentina ........................................... 559
Brazil (2.5%)
Aracruz Celulose ADR ......................... 10,100 114
Telebras ADR ................................. 4,700 169
Total Brazil .............................................. 283
Chile (2.0%)
AFP Provida ADR* ............................. 2,100 51
Chilgener ADR ................................ 3,600 103
Madeco ADR ................................... 1,300 36
Vina Concha Y Toro ADR ....................... 2,000 41
Total Chile ............................................... 231
China (0.3%)
Huaneng Power ADR* ........................... 2,000 36
Total China ............................................... 36
Columbia (1.5%)
Banco de Columbia GDS ........................ 25,800 175
Total Columbia ............................................ 175
Greece (2.1%)
Aegek ........................................ 2,800 61
Aluminum of Greece* .......................... 1,600 67
Ergo Bank .................................... 670 31
Hellenic Bottling ............................ 2,725 78
Total Greece .............................................. 237
Hong Kong (2.9%)
CDL Hotels International ..................... 116,000 55
Guang Dong Investment ........................ 76,000 38
Guangzhou Investment ......................... 130,000 23
HSBC Holdings ................................ 2,500 31
Johnson Electric Holdings .................... 13,000 29
MC Packaging ................................. 70,000 28
Shangri-La Asia .............................. 26,000 30
Sinocan Holdings ............................. 110,000 27
Siu-Fung Ceramics ............................ 160,000 25
Tian An China ................................ 142,000 22
Yue Yuen Industrial Holdings ................. 104,000 25
Total Hong Kong ........................................... 333
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
India (2.7%)
India Fund .............................. 4,400 $ 52
India Growth Fund ....................... 6,300 121
India Investment Fund ................... 9,500 105
Indian Hotels GDR* ...................... 1,800 31
Total India ............................................... 309
Indonesia (4.8%)
Asia Pacific Resource ADR* .............. 4,400 36
Astra "F" ............................... 48,500 85
Bank Bali "F" ........................... 14,500 29
Bank International Indonesia ............ 11,000 31
Dankos Labs "F" ......................... 9,000 42
Indo-Rama "F" ........................... 15,000 46
Indonesian Satellite ADR* ............... 1,900 73
Indorayon "F" ........................... 27,000 62
Semen Gresik "F" ........................ 17,000 84
Tjiwi Kimia ............................. 10,000 18
United Tractors "F" ..................... 23,000 43
Total Indonesia ........................................... 549
Israel (0.9%)
ECI Telecommunications ADR .............. 5,800 99
Total Israel .............................................. 99
Korea (1.6%)
Kepco ADR* .............................. 2,050 47
Korea Equity Fund ....................... 3,400 29
Korea Fund .............................. 2,400 53
Korea Investment Fund ................... 4,600 56
Total Korea ............................................... 185
Malaysia (26.7%)
Arab Malaysian .......................... 53,000 180
Arab Malaysian Finance .................. 23,000 79
Arab Malaysian Merchant Bank ............ 39,000 466
DCB Holdings ............................ 67,000 191
Genting Berhad .......................... 15,000 158
Hong Leong Credit ....................... 45,000 204
IJM Corp Berhad ......................... 77,000 290
Industrial Oxygen ....................... 116,000 150
Kian Joo Can Factory .................... 33,000 119
Leader Universal Holdings ............... 79,000 294
Resorts World Berhad .................... 44,000 263
Tanjong ................................. 31,000 101
Telekom Malaysia ........................ 10,000 72
United Engineers ........................ 161,000 518
Total Malaysia ............................................ 3,085
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Mexico (4.9%)
Penoles* ................................ 95,000 $ 264
Telefonos de Mexico ADR ................. 9,700 301
Total Mexico .............................................. 565
Peru (2.8%)
Banco de Credito Del Peru* .............. 63,200 137
Southern Peru Copper* ................... 22,600 100
Telefonos Peru "A"* ..................... 52,500 80
Total Peru ................................................ 317
Philippines (5.3%)
Aboitiz Equity Ventures* ................ 315,600 63
Ayala "B" ............................... 24,800 38
Bacnotan Cement* ........................ 86,800 110
Benpres Holdings GDS* ................... 5,900 46
Keppel Phil "B" ......................... 87,000 46
La Tondena Distillers ................... 46,000 60
Manila Mining "B" ....................... 13,900,000 54
Petron .................................. 42,000 33
Philippine Long Distance ................ 620 44
Philippine Long Distance ADR ............ 1,650 115
Total Philippines ......................................... 609
Portugal (1.6%)
Capital Portugal* ....................... 540 48
Cimpor Rights* .......................... 2,000 6
Empresa Fabril* ......................... 3,900 47
Sonae Investimentos ..................... 1,900 46
Soporcel* ............................... 1,550 43
Total Portugal ............................................ 190
Singapore (1.0%)
United Overseas Bank .................... 10,800 110
Total Singapore ........................................... 110
South Africa (8.2%)
Anglo American .......................... 3,580 197
Barlow .................................. 7,100 74
Iscor ................................... 121,800 153
Liberty Life ............................ 5,500 152
South African Breweries ................. 5,500 160
Standard Bank ........................... 5,570 211
Total South Africa ........................................ 947
South Korea (0.4%)
Pohang Iron & Steel ADR ................. 1,600 48
Total South Korea ......................................... 48
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Taiwan (1.0%)
Taiwan Equity Fund ...................... 5,200 $ 60
Taiwan(ROC)Fund* ........................ 5,100 58
Total Taiwan .............................................. 118
Thailand (3.9%)
Ban Pu Coal ............................. 2,400 51
Bangkok Bank "F" ........................ 5,100 56
Electricity Generating* ................. 25,700 74
Land and House "F" ...................... 2,100 40
Regional Container "F" .................. 2,000 32
Siam Cement "F" ......................... 1,100 68
Thai Farmers Bank "F" ................... 8,100 74
United Communications ................... 1,900 28
Wongpaitoon Footwear "F"* ............... 17,000 27
Total Thailand ............................................ 450
Turkey (2.7%)
Cimentas* ............................... 32,000 25
Ege Biracilik ........................... 63,000 70
KOC Holdings ............................ 40,000 35
Tat Konserve ............................ 48,600 94
Tofas-Turk Otomobil ..................... 100,600 83
Total Turkey .............................................. 307
Venezuela (1.3%)
Quimica Y Minera ADR .................... 1,000 40
Sivensa ADR ............................. 71,100 112
Total Venezuela ........................................... 152
- ------------------------------------------------------------------------------
Total Foreign Common Stock
(Cost $9,185[000]) ..................................... 9,894
- ------------------------------------------------------------------------------
Foreign Preferred Stocks (9.2%)
- ------------------------------------------------------------------------------
Brazil (9.2%)
Cie Vale Do Rio Doce .................... 844,000 155
Cimento Itau* ........................... 170,000 60
Copene Petroquimica Nord "A" ............ 44,000 36
Coteminas ............................... 140,000 48
Eletrobras "B" .......................... 915,000 279
Gradiente Electronics "A" ............... 207,000 28
Lojas Renner ............................ 2,100,000 38
Petrobras ............................... 1,150,000 114
Petrobras Distribuidora ................. 1,530,000 57
Randon Participacoes .................... 23,000,000 34
Sadia Concordia* ........................ 40,000 43
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Usiminas Gerais ......................... 137,000,000 $ 173
Total Brazil .............................................. 1,065
- ------------------------------------------------------------------------------
Total Foreign Preferred Stocks
(Cost $935[000]) ....................................... 1,065
- ------------------------------------------------------------------------------
<CAPTION>
Face Market
Amount Value
(000) (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Convertible Bonds (0.9%)
- ------------------------------------------------------------------------------
South Africa (0.6%)
Barlow
7.000%, 09/20/04 .................... $ 65 78
Total South Africa ........................................ 78
Thailand (0.3%)
Bangkok Bank
3.250%, 03/03/04 .................... 30 30
Total Thailand ............................................ 30
- ------------------------------------------------------------------------------
Total Convertible Bonds
(Cost $105[000]) ....................................... 108
- ------------------------------------------------------------------------------
Repurchase Agreement (14.0%)
- ------------------------------------------------------------------------------
State Street Bank
5.00%, dated 5/17/95, matures 5/18/95,
repurchase price $1,618,000
(collateralized by U.S. Treasury Note,
par value $1,570,000, 9.25%, matures
1/15/96: market value $1,648,000) ..... 1,618 1,618
- ------------------------------------------------------------------------------
Total Repurchase Agreement
(Cost $1,618[000]) ..................................... 1,618
- ------------------------------------------------------------------------------
Total Investments (110.1% of Net Assets)
(Cost $11,843[000]) .................................... $ 12,685
- ------------------------------------------------------------------------------
</TABLE>
* Non-income producing security
ADR - American Depository Receipt
GDR - Global Depository Receipt
GDS - Global Depository Share
<PAGE>
Schedule of Investements SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Face Market
Amount Value
EMERGING MARKETS EQUITY PORTFOLIO (000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Statement of Assets and Liabilities (000) Unaudited
May 17, 1995
<TABLE>
<S> <C>
Assets:
Investments securities (Cost $11,843) $ 12,685
Investment securities sold 543
Capital shares sold 211
Other assets 22
-------------
Total Assets 13,461
-------------
Liabilities:
Investment securities purchased 1,911
Other liabilities 31
-------------
Total Liabilities 1,942
-------------
Net Assets $ 11,519
=============
Net Assets:
Portfolio shares of Class A (unlimited
authorization - no par value) based on 1,036,755
outstanding shares of beneficial interest 10,593
Accumulated net realized gain on investments 90
Accumulated net realized loss on foreign currency
transactions (28)
Net unrealized depreciation on forward foreign
currency contracts, foreign currencies and
translation of other assets and liabilities
denominated in foreign currencies (2)
Net unrealized appreciation on investments 842
Undistributed net investment income 24
-------------
Net Assets $ 11,519
=============
Net asset value, offering and redemption price
per share - Class A $ 11.11
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Statement of Operations (000) Unaudited
<TABLE>
<CAPTION>
January 17, 1995*
Through
May 17, 1995
----------------
<S> <C>
Investment Income:
Dividends $ 27
Interest 41
Less: Foreign taxes withheld (4)
----------------
Total Investment Income 64
----------------
Expenses:
Management Fees 13
Less management fees waived (13)
Reimbursement by manager (15)
Investment advisory fees 22
Custodian / wire agent fee 18
Professional fees 1
Registration & filing fees 4
Pricing fees 5
Distribution fees 3
Miscellaneous fees 2
----------------
Total Expenses 40
----------------
Net Investment Income 24
----------------
Realized and Unrealized Gain (Loss) on Investments and
Foreign Currency Transactions:
Net realized gain from security
transactions 90
Net realized loss on forward foreign
currency contracts and foreign currency
transactions (28)
Net change in unrealized depreciation
on forward foreign currency contracts, foreign
currencies and translation of other assets and
liabilities denominated in foreign currencies (2)
Net change in unrealized appreciation on investments 842
----------------
Net Increase in Net Assets from
Operations $ 926
================
</TABLE>
* Commencement of operations
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Statement of Changes in Net Assets (000) Unaudited
<TABLE>
<CAPTION>
January 17, 1995*
Through
May 17, 1995
-----------------
<S> <C>
Operations:
Net investment income $ 24
Net realized gain from security transactions 90
Net realized loss on forward foreign currency
contracts and foreign currency transactions (28)
Net change in unrealized depreciation on
forward foreign currency contracts, foreign
currencies and translation of other assets and
liabilities denominated in foreign currencies (2)
Net change in unrealized appreciation on
investments 842
---------
Net increase in net assets from operations 926
---------
Capital Shares Transactions:
Class A:
Proceeds from shares issued 10,777
Shares issued in lieu of cash distributions -
Cost of shares repurchased (184)
---------
Increase in Net Assets Derived from
Capital Share Transactions 10,593
---------
Total increase in net assets 11,519
Net Assets:
Beginning of period -
---------
End of period $ 11,519
=========
Capital Share Transactions:
Class A:
Shares issued 1,054
Shares issued in lieu of cash distributions -
Shares repurchased (17)
---------
Net increase in capital shares 1,037
=========
</TABLE>
* Commencement of operations
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Financial Highlights Unaudited
For the period January 17, 1995 through May 17, 1995
<TABLE>
<CAPTION>
For a Share Outstanding Throughout each Period
Net Asset Distributions Distributions
Value Net Net Realized from Net from Net Asset
Beginning Investment and Unrealized Investment Realized Capital Value End Total
of Period Income Gain Income Gains of Period Return
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity Portfolio
- ---------------------------------
Class A
1995* $10.00 $0.02 $1.09 - - $11.11 11.10%
<CAPTION>
Ratio of
Ratio of Net Investment
Ratio of Expenses Income(Loss)
Ratio of Net Investment to Average to Average
Net Assets Expenses Income Net Assets Net Assets Portfolio
End of to Average to Average (Excluding (Excluding Turnover
Period(000) Net Assets Net Assets Waivers) Waivers) Rate
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity Portfolio
- ---------------------------------
Class A
1995* $ 11,519 1.95% 1.17% 3.30% (0.18)% 60%
</TABLE>
* Shares were offered beginning January 17, 1995. All ratios for that period
have been annualized.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Notes to Financial Statements Unaudited
May 17, 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
International 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"). These financial statements relate to the Emerging Markets
Equity Portfolio (the "Portfolio") which commenced operations on January 17,
1995.
The following is a summary of significant accounting policies followed by the
Portfolio.
Security Valuation - Investment securities which are listed on a securities
exchange for which market quotations are readily available are valued by an
independent pricing service 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 approximates market value.
Net Asset Value Per Share - The net asset value per share of the 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
agreements are held by the custodian bank until maturity of the repurchase
agreements. Provisions of the repurchase agreements and procedures adopted by
the Trust require that the market value of the collateral, including accrued
interest thereon, is sufficient in the event of default by the counterparty.
The Portfolio may also invest in tri-party repurchase agreements. Securities
held as collateral for tri-party repurchase agreements are maintained in a
segregate 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 by the counterparty of the Portfolio.
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 Portfolio are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following basis:
(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 transactions.
The Portfolio does 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 equity securities.
The Portfolio reports gains and losses on foreign currency related
transactions as realized and unrealized gains and losses for financial reporting
purposes, whereas such gains and losses are treated as ordinary income or loss
for Federal income tax purposes.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Notes to Financial Statements (Continued) Unaudited
May 17, 1995
Other - Security transactions are accounted for on the trade date of the
security purchase or sale. Costs used in determining net realized capital gains
and losses on the sale of investments securities are those of the specific
securities sold. Purchase discounts and premiums on securities held by the
Portfolio are accreted and amortized to maturity using the scientific interest
method, which approximates the effective interest method. Distributions from
net investment income and any net realized capital gains are generally made to
Shareholders annually. Dividend income is recognized on the ex-dividend date
and interest income is recognized using the accrual method.
Federal Income Taxes - It is the intention of the Portfolio to qualify as a
regulated investment company for Federal income tax purposes and to distribute
all of its taxable income and net capital gains. Accordingly, no provision for
Federal income taxes is required in the accompanying statements.
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 the Fund for an annual fee equal to .65% of the daily
net assets of the Portfolio. The manager has agreed to waive all or a portion
of its fees in order to limit the operating expenses of the Portfolio to 1.95%
of its average daily net assets.
SEI Financial Management Corporation (SFM), the advisor for the Portfolio, is
a party to an investment advisory agreement dated December 16, 1994. Under the
Investment Advisory Agreement, SFM receives an annual fee of 1.05% of the daily
net assets of the Portfolio. Pursuant to a Sub-Advisory Agreement with SFM,
Montgomery Asset Management, L.P. serves as Sub-Advisor to the Portfolio.
SEI Financial Service Company (the "Distributor"), a wholly owned subsidiary
of the 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 distributions. Such expenses may not
exceed .30% of the daily average net assets of the 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.
Certain Officers and/or Trustees of the Trust are also Officers and/or
Directors of the Manager. Compensation of Officers and affiliated Trustees is
paid by the manager.
4. Organization Costs:
Organizational costs have been capitalized by the Portfolio and are being
amortized using the straight line method over sixty months commencing with
operations. In the event any of the initial shares of the Portfolio acquired by
the Manager are redeemed during the period that the Portfolio is amortizing its
organizational costs, the redemption proceeds payable to the Manager by the
Portfolio will be reduced by an amount equal to a pro rata portion of the
unamortized organizational costs.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Notes to Financial Statements (Concluded) Unaudited
May 17, 1995
5. 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 May 17, 1995, were as follows:
<TABLE>
<CAPTION>
Purchases Sales
(000) (000)
----- -----
<S> <C> <C>
Emerging Markets Equity Portfolio $ 13,612 $ 3,478
</TABLE>
For Federal income tax purposes, the cost of securities owned at May 17, 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
depreciation at May 17, 1995 for the Portfolio is as follows:
<TABLE>
<CAPTION>
Net
Appreciated Depreciated Unrealized
Securities Securities Appreciation
(000) (000) (000)
---------- ----------- ------------
<S> <C> <C> <C>
Emerging Markets Equity Portfolio $ 917 $( 75) $ 842
</TABLE>
<PAGE>
1
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ------------------------------------------------- -------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------------------- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Australia ADVANCE BANK AUSTRALIA 66,600 0 0 66,600
AMCOR 0 0 18,000 18,000
AUSTRALIA & NEW ZEALAND BANK 531,827 0 36,000 567,827
AUSTRALIAN NATIONAL INDUSTRIES 1,128,000 0 0 1,128,000
BORAL 450,000 0 0 450,000
BRAMBLES INDUSTRIES 121,000 0 0 121,000
BROKEN HILL PROPRIETARY 47,360 0 37,900 85,260
CRA 0 0 23,000 23,000
LEND LEASE 0 0 8,000 8,000
MAYNE NICKLESS 0 0 60,000 60,000
MIM HOLDINGS 0 0 135,000 135,000
NATIONAL AUSTRALIA BANK 350,272 0 0 350,272
NEWSCORP 0 0 32,000 32,000
NORMANDY MINING 0 0 64,000 64,000
OIL SEARCH 0 0 175,000 175,000
PIONEER INTERNATIONAL 761,900 0 0 761,900
QUANTAS AIRWAYS 0 0 41,000 41,000
TABCORP 0 0 80,000 80,000
TNT 0 0 190,000 190,000
WESTPAC BANKING 650,007 0 54,000 704,007
WMC 0 0 63,125 63,125
WOODSIDE PETROLEUM 0 0 17,000 17,000
Austria VA TECHNOLOGIE 0 2,020 0 2,020
Belgium ARBED 2,600 2,600
ELECTRABEL 10,600 0 0 10,600
KREDIETBANK 5,600 0 0 5,600
SOLVAY 1,500 0 0 1,500
TRACTEBEL 3,000 0 0 3,000
Canada BANK OF MONTREAL 54,500 0 0 54,500
BANK OF NOVA SCOTIA 86,900 0 0 86,900
CANADIAN IMPERIAL BANK 71,200 0 0 71,200
OSHAWA GROUP "A" 15,300 0 0 15,300
ROYAL BANK OF CANADA 43,200 0 0 43,200
SEAGRAM CORPORATION 30,200 0 0 30,200
Denmark DEN DANSKE BANK DKK 100 0 8,830 0 8,830
Finland ENSO-GUTZEIT "A" 47,600 0 0 47,600
NOKIA AB 'A' 0 1,520 0 17,520
NOKIA AB 'K' 0 4,000 0 4,000
France ALCATEL ALSTHOM 26,900 0 0 26,900
<CAPTION>
MARKET VALUE
- ------------------------------------------------- ------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------------------- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Australia ADVANCE BANK AUSTRALIA $466,525 $0 $0 $466,525
AMCOR 0 0 140,158 140,158
AUSTRALIA & NEW ZEALAND BANK 2,158,487 0 146,110 2,304,597
AUSTRALIAN NATIONAL INDUSTRIE 991,928 0 0 991,928
BORAL 1,143,179 0 0 1,143,179
BRAMBLES INDUSTRIES 1,216,821 0 0 1,216,821
BROKEN HILL PROPRIETARY 686,996 0 549,771 1,236,767
CRA 0 0 368,207 368,207
LEND LEASE 0 0 114,123 114,123
MAYNE NICKLESS 0 0 287,711 287,711
MIM HOLDINGS 0 0 192,785 192,785
NATIONAL AUSTRALIA BANK 3,006,468 0 0 3,006,468
NEWSCORP 0 0 183,750 183,750
NORMANDY MINING 0 0 84,179 84,179
OIL SEARCH 0 0 156,520 156,520
PIONEER INTERNATIONAL 1,981,341 0 0 1,981,341
QUANTAS AIRWAYS 0 0 66,870 66,870
TABCORP 0 0 197,219 197,219
TNT 0 0 258,474 258,474
WESTPAC BANKING 2,442,717 0 202,931 2,645,648
WMC 0 0 424,154 424,154
WOODSIDE PETROLEUM 0 0 79,346 79,346
------------------------------------------------------------------------
14,094,462 0 3,452,308 17,546,770
Austria VA TECHNOLOGIE 0 223,096 0 223,096
------------------------------------------------------------------------
Belgium ARBED 353,366 0 353,366
ELECTRABEL 2,238,274 0 0 2,238,274
KREDIETBANK 1,260,450 0 0 1,260,450
SOLVAY 785,627 0 0 785,627
TRACTEBEL 1,039,215 0 0 1,039,215
------------------------------------------------------------------------
5,323,566 353,366 0 5,676,932
Canada BANK OF MONTREAL 1,197,579 0 0 1,197,579
BANK OF NOVA SCOTIA 1,893,352 0 0 1,893,352
CANADIAN IMPERIAL BANK 1,750,168 0 0 1,750,168
OSHAWA GROUP "A" 243,603 0 0 243,603
ROYAL BANK OF CANADA 961,341 0 0 961,341
SEAGRAM CORPORATION 1,113,520 0 0 1,113,520
------------------------------------------------------------------------
7,159,563 0 0 7,159,563
Denmark DEN DANSKE BANK DKK 100 0 569,277 0 569,277
------------------------------------------------------------------------
Finland ENSO-GUTZEIT "A" 408,453 0 0 408,453
NOKIA AB 'A' 0 799,233 0 799,233
NOKIA AB 'K' 0 276,599 0 276,599
------------------------------------------------------------------------
408,453 1,075,832 0 1,484,285
France ALCATEL ALSTHOM 2,698,265 0 0 2,698,265
</TABLE>
Page 1
<PAGE>
2
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ----------------------------------------------- --------------------------------------------------------------------------------
International European Pacific Basin Pro-forma
Country Security Description Equity Equity Equity Combined
- ----------------------------------------------- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BERTRAND FAURE 18,250 0 0 18,250
C.G.I.P. 6,250 0 0 6,250
CAP GEMINI SOGETI 30,000 0 0 30,000
CARNAUD METAL BOX 25,700 0 0 25,700
CARREFOUR 0 1,540 0 1,540
CASTORAMA 0 4,000 0 4,000
CETELEM 0 5,244 0 5,244
CHRISTIAN DIOR 24,300 0 0 24,300
CIE DE SAINT GOBAIN 26,121 4,300 0 30,421
COLAS 3,000 0 0 3,000
CREDIT LOCAL DE FRANCE 0 5,120 0 5,120
DE DIETRICH ET COMPAGNIE 750 0 0 750
EAUX GENERALE 17,730 6,505 0 24,235
ECCO 10,800 0 0 10,800
EIFFAGE SA 1,500 0 0 1,500
ELF AQUITAINE 56,991 7,222 0 64,213
ERIDANIA BEGHIN SAY 8,800 0 0 8,800
GALERIES LAFAYETE 0 500 0 500
LAFARGE 31,515 0 0 31,515
LVMH MOET HENNESY 2,400 3,670 0 6,070
MICHELIN 'B' 24,000 0 0 24,000
NAVIGATION MIXTE 1,600 0 0 1,600
POLIET 6,150 0 0 6,150
SAINT LOUIS 5,250 0 0 5,250
SANOFI 0 10,000 0 10,000
SEITA 0 6,000 0 6,000
SOCIETE GENERALE 0 5,301 0 5,301
SOMMER ALLIBERT 2,900 0 0 2,900
TOTAL 'B' 37,637 0 0 37,637
Germany BASF 16,400 1,200 0 17,600
BAYER 11,017 1,000 0 12,017
BEIERSDORF 0 417 0 417
DEGUSSA 3,300 0 3,300
DEUTSCHE PFANDBRIEF & HYPOTHEKENBANK 0 6,000 0 6,000
GEHE AG 0 900 0 900
HOCHTIEF 2,100 0 0 2,100
HOECHST 7,350 0 0 7,350
JUNGHEINRICH PFD 0 2,600 0 2,600
KARSTADT 2,750 0 0 2,750
MAN 4,600 0 0 4,600
MANNESMANN 1,300 0 0 1,300
RHOEN KLINIKUM PFD 0 460 0 460
SAP PFD 0 5,950 0 5,950
VEBA 0 13,500 0 13,500
WELLA 0 890 0 890
Hong Kong CHEN HSONG 0 0 230,000 230,000
<CAPTION>
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE
- ----------------------------------------------- --------------------------------------------------------------------------------
International European Pacific Basin Pro-forma
Country Security Description Equity Equity Equity Combined
- ----------------------------------------------- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BERTRAND FAURE 701,854 0 0 701,854
C.G.I.P. 1,340,569 0 0 1,340,569
CAP GEMINI SOGETI 762,415 0 0 762,415
CARNAUD METAL BOX 1,092,804 0 0 1,092,804
CARREFOUR 0 859,982 0 859,982
CASTORAMA 0 633,561 0 633,561
CETELEM 0 812,927 0 812,927
CHRISTIAN DIOR 2,143,622 0 0 2,143,622
CIE DE SAINT GOBAIN 3,319,172 546,397 0 3,865,569
COLAS 561,404 0 0 561,404
CREDIT LOCAL DE FRANCE 0 433,391 0 433,391
DE DIETRICH ET COMPAGNIE 364,258 0 0 364,258
EAUX GENERALE 1,876,860 688,605 0 2,565,465
ECCO 1,744,871 0 0 1,744,871
EIFFAGE SA 230,746 0 0 230,746
ELF AQUITAINE 4,174,482 528,998 0 4,703,480
ERIDANIA BEGHIN SAY 1,301,378 0 0 1,301,378
GALERIES LAFAYETE 0 163,148 0 163,148
LAFARGE 2,355,269 0 0 2,355,269
LVMH MOET HENNESY 431,995 660,593 0 1,092,588
MICHELIN 'B' 1,041,927 0 0 1,041,927
NAVIGATION MIXTE 263,257 0 0 263,257
POLIET 531,549 0 0 531,549
SAINT LOUIS 1,551,740 0 0 1,551,740
SANOFI 0 618,297 0 618,297
SEITA 0 212,429 0 212,429
SOCIETE GENERALE 0 553,797 0 553,797
SOMMER ALLIBERT 987,075 0 0 987,075
TOTAL 'B' 2,211,440 0 0 2,211,440
--------------------------------------------------------------------------------
31,686,952 6,712,125 0 38,399,077
Germany BASF 3,672,026 269,000 0 3,941,026
BAYER 2,849,082 259,000 0 3,108,082
BEIERSDORF 0 315,302 0 315,302
DEGUSSA 1,061,976 0 0 1,061,976
DEUTSCHE PFANDBRIEF & HYPOTHEKENBANK 0 255,676 0 255,676
GEHE AG 0 407,445 0 407,445
HOCHTIEF 1,046,635 0 0 1,046,635
HOECHST 1,765,463 0 0 1,765,463
JUNGHEINRICH PFD 0 579,669 0 579,669
KARSTADT 1,223,410 0 0 1,223,410
MAN 1,282,744 0 0 1,282,744
MANNESMANN 410,111 0 0 410,111
RHOEN KLINIKUM PFD 0 423,086 0 423,086
SAP PFD 0 881,527 0 881,527
VEBA 0 516,363 0 516,363
WELLA 0 688,723 0 688,723
--------------------------------------------------------------------------------
13,311,447 4,595,791 0 17,907,238
Hong Kong CHEN HSONG 0 0 163,426 163,426
</TABLE>
Page 2
<PAGE>
3
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ---------------------------------------------------- ----------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ---------------------------------------------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CHEUNG KONG 0 0 78,000 78,000
CITIC PACIFIC 0 0 80,000 80,000
ESPRIT ASIA 1,092,000 0 0 1,092,000
GIORDANO 0 0 196,000 196,000
HONG KONG & SHANGHAI HOTELS 0 0 48,000 48,000
HONG KONG ELECTRIC HOLDINGS 0 0 125,000 125,000
HONG KONG TELECOMMUNICATIONS 0 0 212,800 212,800
HSBC HOLDINGS 253,200 0 42,290 295,490
HUTCHISON WHAMPOA 0 0 174,000 174,000
KUMAGAI GUMI 1,005,000 0 0 1,005,000
NEW WORLD DEVELOPMENT 184,000 0 62,000 246,000
REGAL HOTELS INTERNATIONAL 3,190,000 0 0 3,190,000
SINO HOTELS HOLDINGS 488,500 0 0 488,500
SINO LAND CO. 958,000 0 0 958,000
SUN HUNG KAI PROPERTIES 0 0 60,200 60,200
SWIRE PACIFIC 'A' 0 0 67,000 67,000
WHARF HOLDINGS 0 0 91,000 91,000
Italy ALLEANZA ASSICURAZIONI 0 272 0 272
FIAT PREF 482,000 0 0 482,000
FIDIS 282,600 0 0 282,600
MONDADORI 140,000 0 0 140,000
SAI DI RISP 101,000 0 0 101,000
TELECOM ITALIA 0 190,000 0 190,000
TELECOM ITALIA MOBILE DI RISP 241,700 0 0 241,700
TELECOM ITALIA MOBILE SPA 0 520,000 0 520,000
TELECOM ITALIA-DI RISP 241,700 0 0 241,700
Japan ADVANTEST 37,000 0 0 37,000
AMADA 0 0 59,000 59,000
ASATSU INC 0 0 6,000 6,000
BRIDGESTONE 0 0 81,000 81,000
BUNKA SHUTTER 45,000 0 0 45,000
CANON 0 0 23,000 23,000
CANON SALES 0 0 4,000 4,000
CATENA 22,000 0 0 22,000
CENTRAL GLASS 60,000 0 0 60,000
CHAIN STORE OKUWA 0 0 13,000 13,000
CHIBA KOGYO BANK 1,100 0 0 1,100
CHIYODA 141,000 0 0 141,000
CHUBU ELECTRIC POWER 36,000 0 0 36,000
CITIZEN WATCH 122,000 0 0 122,000
COSMO OIL 103,000 0 0 103,000
CREDIT SAISON 0 0 11,000 11,000
DAI NIPPON INK & CHEMICAL 268,000 0 0 268,000
DAI NIPPON PRINTING 150,000 0 0 160,000
DAI TOKYO FIRE & MARINE INSURANCE 4,000 0 45,000 49,000
DAIDO STEEL 278,000 0 0 278,000
<CAPTION>
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE
- ---------------------------------------------------- ----------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ---------------------------------------------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CHEUNG KONG 0 0 386,952 386,952
CITIC PACIFIC 0 0 227,892 227,892
ESPRIT ASIA 423,228 0 0 423,228
GIORDANO 0 0 160,791 160,791
HONG KONG & SHANGHAI HOTELS 0 0 58,601 58,601
HONG KONG ELECTRIC HOLDINGS 0 0 433,596 433,596
HONG KONG TELECOMMUNICATIONS 0 0 384,885 384,885
HSBC HOLDINGS 3,401,951 0 568,201 3,970,152
HUTCHISON WHAMPOA 0 0 838,473 838,473
KUMAGAI GUMI 779,019 0 0 779,019
NEW WORLD DEVELOPMENT 670,344 0 225,877 896,221
REGAL HOTELS INTERNATIONAL 576,965 0 0 576,965
SINO HOTELS HOLDINGS 112,966 0 0 112,966
SINO LAND CO. 668,329 0 0 668,329
SUN HUNG KAI PROPERTIES 0 0 437,472 437,472
SWIRE PACIFIC 'A' 0 0 502,035 502,035
WHARF HOLDINGS 0 0 261,579 261,579
----------------------------------------------------------------------------
6,632,802 0 4,649,780 11,282,582
Italy ALLEANZA ASSICURAZIONI 0 221 0 221
FIAT PREF 1,087,497 0 0 1,087,497
FIDIS 619,340 0 0 619,340
MONDADORI 904,950 0 0 904,950
SAI DI RISP 491,197 0 0 491,197
TELECOM ITALIA 0 305,282 0 305,282
TELECOM ITALIA MOBILE DI RISP 242,087 0 0 242,087
TELECOM ITALIA MOBILE SPA 0 786,683 0 766,683
TELECOM ITALIA-DI RISP 310,978 0 0 310,978
----------------------------------------------------------------------------
3,656,049 1,072,186 0 4,728,235
Japan ADVANTEST 2,127,917 0 0 2,127,917
AMADA 0 0 615,841 615,841
ASATSU INC 0 0 219,812 219,812
BRIDGESTONE 0 0 1,193,614 1,193,614
BUNKA SHUTTER 256,498 0 0 256,498
CANON 0 0 416,598 416,598
CANON SALES 0 0 106,836 106,836
CATENA 353,459 0 0 353,459
CENTRAL GLASS 205,690 0 0 205,690
CHAIN STORE OKUWA 0 0 203,541 203,541
CHIBA KOGYO BANK 43,788 0 0 43,788
CHIYODA 1,471,756 0 0 1,471,756
CHUBU ELECTRIC POWER 839,951 0 0 839,951
CITIZEN WATCH 932,603 0 0 932,603
COSMO OIL 537,556 0 0 537,556
CREDIT SAISON 0 0 230,761 230,761
DAI NIPPON INK & CHEMICAL 1,190,258 0 0 1,190,258
DAI NIPPON PRINTING 2,379,247 0 0 2,379,247
DAI TOKYO FIRE & MARINE INSURANCE 26,607 0 299,325 325,932
DAIDO STEEL 1,408,207 0 0 1,408,207
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31,1995 (UNAUDITED) SHARES/PAR
- ------------------------------------- --------------------------------------------------------------------------------------
Country Security Description International European Pacific Basin Pro-Forma
Equity Equity Equity Combined
- ------------------------------------- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DAIHATSU MOTOR 448,000 0 0 448,000
DAIKYO 222,000 0 0 222,000
DAITO TRUST CONSTRUCTION 132,000 0 0 132,000
DAIWA BANK 40,000 0 0 40,000
DAIWA SECURITIES 177,000 0 30,000 207,000
DDI 0 0 12 12
DDI 0 0 42 42
DENNY'S JAPAN 0 0 8,000 8,000
EAST JAPAN RAILWAY 0 0 128 128
EZAKI GLICO 48,000 0 0 48,000
FAMILYMART 0 0 5,000 6,000
FUJI PHOTO FILM 96,000 0 25,000 121,000
FUJITA 108,000 0 0 108,000
FUJITSU 412,000 0 0 412,000
GLORY 0 0 10,000 10,000
HANKYU REALTY 36,000 0 0 36,000
HEIWA CORP 0 0 5,000 5,000
HINO MOTORS 45,000 0 0 45,000
HIROSE ELECTRIC 0 0 8,000 8,000
HITACHI 447,000 0 142,000 589,000
HITACHI MAXELL 34,000 0 0 34,000
HOKKAIDO TAKUSHOKU BANK 407,000 0 0 407,000
HONDA MOTOR 121,000 0 0 121,000
HYAKUGO BANK 93,000 0 0 93,000
INNOTECH 0 0 4,000 4,000
ITO YOKADO 0 0 27,000 27,000
JACCS 40,000 0 0 40,000
JAPAN AIRPORT TERMINAL 0 0 18,000 18,000
JAPAN ASSOCIATED FINANCE 0 0 2,000 2,000
JAPAN STEEL WORKS 186,000 0 0 186,000
JOSHIN DENKI 81,000 0 0 81,000
KAGOSHIMA BANK 116,000 0 0 116,000
KAHMA 0 0 10,400 10,400
KANKAKU SECURITIES 61,000 0 0 61,000
KEYENCE 0 0 2,000 2,000
KIRIN BREWERY 188,000 0 0 188,000
KISHU PAPER 97,000 0 0 97,000
KOA FIRE & MARINE INSURANCE 0 0 31,000 31,000
KOBE STEEL 0 0 45,000 45,000
KOITO INDUSTRIES 0 0 5,000 6,000
KURARAY 0 0 53,000 63,000
KYUSHU ELECTRIC POWER 33,000 0 0 33,000
LONG TERM CREDIT BANK JAPAN 241,000 0 0 241,000
MABUCHI MOTOR 0 0 4,000 4,000
MAKITA 0 0 28,000 28,000
MATSUSHITA ELECTRIC 261,000 0 95,000 366,000
MAZDA MOTOR CORP 292,000 0 0 292,000
MEISEI INDUSTRIAL 57,000 0 0 57,000
MITSUBISHI 0 0 71,000 71,000
MITSUBISHI ELECTRIC 0 0 108,000 108,000
</TABLE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31,1995 (UNAUDITED) SHARES/PAR
- ------------------------------------- --------------------------------------------------------------------------------------
Country Security Description International European Pacific Basin Pro-Forma
Equity Equity Equity Combined
- ------------------------------------- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DAIHATSU MOTOR 2,017,192 0 0 2,017,192
DAIKYO 1,792,448 0 0 1,792,448
DAITO TRUST CONSTRUCTION 1,647,974 0 0 1,647,974
DAIWA BANK 327,876 0 0 327,876
DAIWA SECURITIES 2,227,896 0 377,610 2,605,506
DDI 0 0 101,433 101,433
DDI 0 0 355,014 355,014
DENNY'S JAPAN 0 0 221,040 221,040
EAST JAPAN RAILWAY 0 0 609,087 609,087
EZAKI GLICO 417,519 0 0 417,519
FAMILYMART 0 0 220,016 220,016
FUJI PHOTO FILM 2,406,877 0 626,791 3,033,668
FUJITA 550,389 0 0 550,389
FUJITSU 4,469,095 0 0 4,469,095
GLORY 0 0 365,330 365,330
HANKYU REALTY 250,512 0 0 250,512
HEIWA CORP 0 0 146,336 146,336
HINO MOTORS 399,713 0 0 399,713
HIROSE ELECTRIC 0 0 544,413 544,413
HITACHI 4,894,494 0 1,554,851 6,449,345
HITACHI MAXELL 546,255 0 0 546,255
HOKKAIDO TAKUSHOKU BANK 1,257,818 0 0 1,257,818
HONDA MOTOR 2,154,523 0 0 2,154,523
HYAKUGO BANK 589,102 0 0 589,102
INNOTECH 0 0 156,774 156,774
ITO YOKADO 0 0 1,439,521 1,439,521
JACCS 373,312 0 0 373,312
JAPAN AIRPORT TERMINAL 0 0 208,146 208,146
JAPAN ASSOCIATED FINANCE 0 0 206,713 206,713
JAPAN STEEL WORKS 569,116 0 0 569,116
JOSHIN DENKI 1,036,124 0 0 1,036,124
KAGOSHIMA BANK 946,091 0 0 946,091
KAHMA 0 0 185,182 185,182
KANKAKU SECURITIES 227,221 0 0 227,221
KEYENCE 0 0 255,833 255,833
KIRIN BREWERY 1,962,341 0 0 1,962,341
KISHU PAPER 665,063 0 0 665,063
KOA FIRE & MARINE INSURANCE 0 0 180,506 180,506
KOBE STEEL 0 0 116,506 116,506
KOITO INDUSTRIES 0 0 50,911 50,911
KURARAY 0 0 532,061 532,061
KYUSHU ELECTRIC POWER 793,594 0 0 793,594
LONG TERM CREDIT BANK JAPAN 2,034,640 0 0 2,034,640
MABUCHI MOTOR 0 0 271,388 271,388
MAKITA 0 0 449,857 449,857
MATSUSHITA ELECTRIC 4,086,472 0 1,487,413 5,573,885
MAZDA MOTOR CORP 1,213,181 0 0 1,213,181
MEISEI INDUSTRIAL 355,813 0 0 355,813
MITSUBISHI 0 0 784,691 784,691
MITSUBISHI ELECTRIC 0 0 810,111 810,111
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- -----------------------------------------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
County Security Description Equity Equity Equity Combined
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MITSUBISHI ESTATE 176,000 0 0 176,000
MITSUBISHI GAS CHEMICAL 0 0 67,000 67,000
MITSUBISHI MOTOR 0 0 39,000 39,000
MITSUBISHI TRUST & BANKING 0 0 36,000 36,000
MITSUI 0 0 112,000 112,000
MITSUI FUDOSAN 184,000 0 0 184,000
MITSUI PETROCHEM 0 0 21,000 21,000
MITSUI TRUST & BANKING 315,000 0 0 315,000
MOS FOOD SERVICES 0 0 2,200 2,200
MR MAX 0 0 400 400
MURATA 0 0 19,000 19,000
NAGASE 43,000 0 0 43,000
NAIGAI CO 70,000 0 0 70,000
NAVIX LINE 517,000 0 0 517,000
NEC 145,000 0 0 145,000
NEW OJI PAPER 0 0 55,000 55,000
NICHII 81,000 0 0 81,000
NIHON DEMPA KOGYO 0 0 6,000 6,000
NIKKO SECURITIES 200,000 0 0 200,000
NINTENDO 700 0 0 700
NIPPON CHEMICAL INDUSTRIAL 104,000 0 0 104,000
NIPPON CREDIT BANK 284,000 0 0 284,000
NIPPON SHEET GLASS 135,000 0 0 135,000
NIPPON SHINPAN 123,000 0 27,000 150,000
NIPPON STEEL 137,000 0 85,000 222,000
NIPPON TELEGRAPH & TELEPHONE 157 0 0 157
NIPPON TELEVISION NETWORK 0 0 1,000 1,000
NISSAN FIRE & MARINE INSURANCE 56,000 0 0 56,000
NISSAN MOTORS 238,000 0 0 238,000
NKK 384,000 0 0 384,000
NOMURA SECURITIES 0 0 36,000 36,000
NSK 159,000 0 0 159,000
OBAYASHI 73,000 0 0 73,000
OKINAWA ELECTRIC POWER 0 0 4,000 4,000
OMRON 0 0 27,000 27,000
ORIENT CORPORATION 118,000 0 0 118,000
ORIX 31,000 0 0 31,000
PIONEER ELECTRONICS 105,000 0 0 105,000
PROMISE CO 0 0 4,000 4,000
RENOWN 63,000 0 0 63,000
SANGETSU 0 0 5,000 5,000
SANKYO 0 0 27,000 27,000
SANTEN PHARMACEUTICAL 0 0 5,000 5,000
SEINO TRANSPORTATION 0 0 19,000 19,000
SEKISUI HOUSE 0 0 33,000 33,000
SEVEN ELEVEN 0 0 1,000 1,000
SHIMACHU 0 0 8,000 8,000
SHIMAMURA 0 0 7,000 7,000
SHIMIZU 80,000 0 0 80,000
SHINMAYWA INDUSTRIES 103,000 0 0 103,000
</TABLE>
<TABLE>
<CAPTION>
MARKET VALUE
- -------------------------------------------------------------------------------------------------------------
International European Pacific Basin Pro-Foma
Country Security Description Equity Equity Equity Combined
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MITSUBISHI ESTATE 2,071,224 0 0 2,071,224
MITSUBISHI GAS CHEMICAL 0 0 281,109 281,109
MITSUBISHI MOTOR 0 0 337,638 337,638
MITSUBISHI TRUST & BANKING 0 0 600,491 600,491
MITSUI 0 0 876,791 876,791
MITSUI FUDOSAN 2,372,493 0 0 2,372,493
MITSUI PETROCHEM 0 0 161,175 161,175
MITSUI TRUST & BANKING 3,255,731 0 0 3,255,731
MOS FOOD SERVICES 0 0 56,283 56,283
MR MAX 0 0 7,245 7,245
MURATA 0 0 758,289 758,289
NAGASE 356,427 0 0 356,427
NAIGAI CO 300,860 0 0 300,860
NAVIX LINE 1,528,991 0 0 1,528,991
NEC 1,899,304 0 0 1,899,304
NEW OJI PAPER 0 0 496,418 496,418
NICHII 928,367 0 0 928,367
NIHON DEMPA KOGYO 0 0 167,008 167,008
NIKKO SECURITIES 1,960,704 0 0 1,960,704
NINTENDO 43,696 0 0 43,696
NIPPON CHEMICAL INDUSTRIAL 766,271 0 0 766,271
NIPPON CREDIT BANK 1,203,193 0 0 1,203,193
NIPPON SHEET GLASS 613,385 0 0 613,385
NIPPON SHINPAN 792,980 0 174,069 967,049
NIPPON STEEL 465,452 0 288,784 754,236
NIPPON TELEGRAPH & TELEPH 1,420,262 0 0 1,420,262
NIPPON TELEVISION NETWORKON 0 0 235,366 235,366
NISSAN FIRE & MARINE INSURA 341,547 0 0 341,547
NISSAN MOTORS 1,826,648 0 0 1,826,648
NKK 943,103 0 0 943,103
NOMURA SECURITIES 0 0 707,327 707,327
NSK 1,072,257 0 0 1,072,257
OBAYASHI 574,468 0 0 574,468
OKINAWA ELECTRIC POWER 0 0 118,707 118,707
OMRON 0 0 594,044 594,044
ORIENT CORPORATION 573,578 0 0 573,578
ORIX 1,097,626 0 0 1,097,626
PIONEER ELECTRONICS 2,009,312 0 0 2,009,312
PROMISE CO 0 0 167,008 167,008
RENOWN 203,080 0 0 203,080
SANGETSU 0 0 123,823 123,823
SANKYO 0 0 602,333 602,333
SANTEN PHARMACEUTICAL 0 0 121,265 121,265
SEINO TRANSPORTATION 0 0 316,926 316,926
SEKISUI HOUSE 0 0 415,370 415,370
SEVEN ELEVEN 0 0 68,461 68,461
SHIMACHU 0 0 208,760 208,760
SHIMAMURA 0 0 265,043 265,043
SHIMIZU 843,226 0 0 843,226
SHINMAYWA INDUSTRIES 853,766 0 0 853,766
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ------------------------------------ ------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------ ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SHOWA SHELL SEKIYO 84,000 0 60,950 144,950
SONY 0 0 4,000 4,000
SONY MUSIC ENTERTAINMENT 0 0 5,000 5,000
SUMITOMO BANK 45,000 0 0 45,000
SUMITOMO ELECTRIC 0 0 19,000 19,000
SUMITOMO FORESTRY 0 0 20,000 20,000
SUMITOMO METAL 313,000 0 75,000 388,000
SUMITOMO REALTY & DEVELOPMENT 257,000 0 0 257,000
SUMITOMO TRUST & BANKING 80,000 0 0 80,000
SXL 145,000 0 0 145,000
TAISEI 138,000 0 0 138,000
TAKASHIMAYA 0 0 24,000 24,000
TAKEDA CHEMICAL INDUSTRIES 169,000 0 0 169,000
TOHO 0 0 5,280 5,280
TOKIO MARINE & FIRE INSURANCE 0 0 78,000 78,000
TOKYO BROADCASTING SYSTEM 0 0 23,000 23,000
TOKYO ELECTRIC POWER 72,500 0 0 72,500
TOKYO ELECTRONICS 0 0 18,000 18,000
TOKYO STEEL 54,500 0 0 54,500
TOSHIBA 434,000 0 120,000 554,000
TOYO SHUTTER 47,000 0 0 47,000
TOYOTA MOTOR 0 0 63,000 63,000
VICTOR CO. OF JAPAN (JVC) 144,000 0 0 144,000
YAMAICHI SECURITIES 271,000 0 0 271,000
YASUDA FIRE & MARINE INSURANCE 0 0 42,000 42,000
YOKOGAWA ELECTRIC 0 0 39,000 39,000
YUASA TRADING CO 122,000 0 0 122,000
Korea SAMSUNG ELECTRONIC 0 0 28 28
Malaysia ARAB MALAYSIAN CORPORATION 68,000 0 0 68,000
ARAB-MALAYSIAN MERCHANT BANK 38,000 0 0 38,000
DCB HOLDINGS 159,000 0 71,000 230,000
EDARAN OTOMOBIL 69,000 0 0 69,000
FABER GROUP 655,000 0 0 655,000
GAMUDA 0 0 42,000 42,000
GENTING BERHAD 0 0 71,500 71,500
IJM 185,000 0 0 185,000
IOI PROPERTIES 227,000 0 0 227,000
KUALA LUMPUR KEPONG BERHAD 155,000 0 0 155,000
LAND AND GENERAL 283,000 0 0 283,000
LARUT CONSOLIDATED 0 0 161,500 161,500
LARUT CONV LN STK 0 0 42,000 42,000
LARUT WARRANTS 0 0 42,000 42,000
MALAYAN BANKING 0 0 69,500 69,500
MALAYSIAN ASSURANCE ALLIANCE 0 0 23,000 23,000
MALAYSIAN INTERNATIONAL SHIPPING 668,000 0 0 668,000
MBF CAPITAL 458,000 0 0 458,000
NEW STRAITS TIMES PRESS 0 0 33,000 33,000
</TABLE>
<TABLE>
<CAPTION>
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE
- ------------------------------------ -------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------ -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SHOWA SHELL SEKIYO 740,115 0 537,024 1,277,139
SONY 0 0 218,584 218,584
SONY MUSIC ENTERTAINMENT 0 0 229,226 229,226
SUMITOMO BANK 833,504 0 0 833,504
SUMITOMO ELECTRIC 0 0 246,930 246,930
SUMITOMO FORESTRY 0 0 317,233 317,233
SUMITOMO METAL 874,427 0 209,527 1,083,954
SUMITOMO REALTY & DEVELOPMENT 1,888,314 0 0 1,888,314
SUMITOMO TRUST & BANKING 1,088,825 0 0 1,088,825
SXL 1,498,670 0 0 1,498,670
TAISEI 932,051 0 0 932,051
TAKASHIMAYA 0 0 336,472 336,472
TAKEDA CHEMICAL INDUSTRIES 2,282,849 0 0 2,282,849
TOHO 0 0 826,689 826,689
TOKIO MARINE & FIRE INSURANCE 0 0 925,911 925,911
TOKYO BROADCASTING SYSTEM 0 0 369,525 369,525
TOKYO ELECTRIC POWER 1,936,400 0 0 1,936,400
TOKYO ELECTRONICS 0 0 725,747 725,747
TOKYO STEEL 1,048,506 0 0 1,048,506
TOSHIBA 3,135,530 0 866,967 4,002,497
TOYO SHUTTER 300,604 0 0 300,604
TOYOTA MOTOR 0 0 1,250,716 1,250,716
VICTOR CO. OF JAPAN (JVC) 1,783,054 0 0 1,783,054
YAMAICHI SECURITIES 1,744,361 0 0 1,744,361
YASUDA FIRE & MARINE INSURANCE 0 0 277,221 277,221
YOKOGAWA ELECTRIC 0 0 367,172 367,172
YUASA TRADING CO 649,202 0 0 649,202
-----------------------------------------------------------------
103,040,551 0 31,398,539 134,439,090
Korea SAMSUNG ELECTRONIC 0 0 5,071 5,071
-----------------------------------------------------------------
Malaysia ARAB MALAYSIAN CORPORATION 271,237 0 0 271,237
ARAB-MALAYSIAN MERCHANT BANK 517,939 0 0 517,939
DCB HOLDINGS 471,678 0 210,623 682,301
EDARAN OTOMOBIL 608,539 0 0 608,539
FABER GROUP 630,186 0 0 630,186
GAMUDA 0 0 203,728 203,728
GENTING BERHAD 0 0 633,454 633,454
IJM 700,842 0 0 700,842
IOI PROPERTIES 819,002 0 0 819,002
KUALA LUMPUR KEPONG BERHAD 462,918 0 0 462,918
LAND AND GENERAL 907,597 0 0 907,597
LARUT CONSOLIDATED 0 0 270,623 270,623
LARUT CONV LN STK 0 0 13,301 13,301
LARUT WARRANTS 0 0 34,516 34,516
MALAYAN BANKING 0 0 571,157 571,157
MALAYSIAN ASSURANCE ALLIANCE 0 0 90,359 90,359
MALAYSIAN INTERNATIONAL SHIPPING 1 ,914,692 0 0 1,914,692
MBF CAPITAL 532,451 0 0 532,451
NEW STRAITS TIMES PRESS 0 0 102,526 102,526
</TABLE>
Page 6
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ------------------------------------------ -------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------------ -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ORIENTAL HOLDINGS BERHAD 47,000 0 0 47,000
PERUSAHAAN OTOMOBIL 0 0 48,000 48,000
PETRONAS GAS 37,000 0 49,000 86,000
RASHID HUSSAIN 525,000 0 0 525,000
RENONG BERHAD 0 0 179,000 179,000
RESORTS WORLD BERHAD 42,000 0 41,000 83,000
TELEKOM MALAYSIA 0 0 50,000 50,000
UNITED ENGINEERS 0 0 13,000 13,000
Netherlands AEGON 0 5,500 0 5,500
AHOLD 43,000 13,972 0 56,972
D.S.M. 18,300 0 0 18,300
ELSEVIER 0 67,000 0 67,000
HEINEKEN 7,250 0 0 7,250
HOOGOVENS CVA 33,700 0 0 33,700
HUNTER DOUGLAS 0 15,120 0 15,120
INTERNATIONAL NEDERLANDEN 58,117 195 0 58,312
KPN 50,200 0 0 50,200
PHILIPS ELECTRONICS 68,365 0 0 68,365
STAD ROTTERDAM 43,702 0 0 43,702
VNU 8,400 4,000 0 12,400
Norway DEN NORSKE BANK 242,909 0 0 242,909
KVAERNER AS SERIES B 30,000 0 0 30,000
SAGA PETROLEUM 'B' 0 48,040 0 48,040
New Zealand CARTER HOLT HARVEY 0 0 127,511 127,511
FISHER & PAYKEL INDUSTRIES 130,400 0 0 130,400
LION NATHAN 498,600 0 0 498,600
TELECOM CORP NEW ZEALAND ADR 20,200 0 0 20,200
TELECOM CORP OF NEW ZEALAND 313,900 0 32,000 345,900
Singapore CITY DEVELOPMENTS 68,000 0 47,000 115,000
DBS LAND 72,000 0 97,000 169,000
DEVELOPMENT BANK OF SINGAPORE 0 0 11,000 11,000
FRASER AND NEAVE 62,000 0 0 62,000
JARDINE MATHESON HOLDINGS 155,000 0 0 155,000
JURONG SHIPYARD 0 0 18,000 18,000
KEPPEL 0 0 50,000 50,000
MANDARIN ORIENTAL 0 0 175,718 175,718
OVERSEAS CHINESE BANKING FOREIGN 82,000 0 0 82,000
SEMBAWANG MARITIME 104,000 0 0 104,000
SINGAPORE AIRLINES "F" 0 0 26,000 26,000
SINGAPORE PRESS HOLDINGS "F" 46,800 0 14,880 61,680
STRAITS STEAMSHIP LAND 203,000 0 0 203,000
UNITED OVERSEAS BANK 250,600 0 50,824 301,424
</TABLE>
<TABLE>
<CAPTION>
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE
- ------------------------------------------ ----------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------------ ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ORIENTAL HOLDINGS BERHAD 244,939 0 0 244,939
PERUSAHAAN OTOMOBIL 0 0 183,764 183,764
PETRONAS GAS 118,661 0 157,146 275,807
RASHID HUSSAIN 1,662,658 0 0 1,662,658
RENONG BERHAD 0 0 345,873 345,873
RESORTS WORLD BERHAD 218,882 0 213,670 432,552
TELEKOM MALAYSIA 0 0 350,772 350,772
UNITED ENGINEERS 0 0 87,031 87,031
----------------------------------------------------------------------------
10,082,221 0 3,468,543 13,550,764
Netherlands AEGON 0 185,006 0 185,006
AHOLD 1,532,725 498,029 0 2,030,754
D.S.M. 1,514,982 0 0 1,514,982
ELSEVIER 0 847,689 0 847,689
HEINEKEN 1,097,202 0 0 1,097,202
HOOGOVENS CVA 1,373,418 0 0 1,373,418
HUNTER DOUGLAS 0 759,679 0 759,679
INTERNATIONAL NEDERLANDEN 3,231,079 10,841 0 3,241,920
KPN 1,731,350 0 0 1,731,350
PHILIPS ELECTRONICS 3,068,940 0 0 3,068,940
STAD ROTTERDAM 1,124,449 0 0 1,124,449
VNU 995,839 474,209 0 1,470,048
----------------------------------------------------------------------------
15,669,984 2,775,453 0 18,445,437
Norway DEN NORSKE BANK 632,605 0 0 632,605
KVAERNER AS SERIES B 1,113,450 0 0 1,113,450
SAGA PETROLEUM 'B' 0 576,855 0 576,855
----------------------------------------------------------------------------
1,746,055 576,855 0 2,322,910
New Zealand CARTER HOLT HARVEY 0 0 290,175 290,175
FISHER & PAYKEL INDUSTRIES 398,492 0 0 398,492
LION NATHAN 1,034,157 0 0 1,034,157
TELECOM CORP NEW ZEALAND ADR 1,290,275 0 0 1,290,275
TELECOM CORP OF NEW ZEALAND 1,244,987 0 126,915 1,371,905
----------------------------------------------------------------------------
3,967,911 0 417,093 4,385,004
Singapore CITY DEVELOPMENTS 409,235 0 282,854 692,089
DBS LAND 206,771 0 278,567 485,338
DEVELOPMENT BANK OF SINGAPORE 0 0 125,431 125,431
FRASER AND NEAVE 702,611 0 0 702,611
JARDINE MATHESON HOLDINGS 1,116,000 0 0 1,116,000
JURONG SHIPYARD 0 0 125,431 125,431
KEPPEL 0 0 401,211 401,211
MANDARIN ORIENTAL 0 0 159,025 159,025
OVERSEAS CHINESE BANKING FOREIGN 923,488 0 0 923,488
SEMBAWANG MARITIME 360,160 0 0 360,160
SINGAPORE AIRLINES "F" 0 0 219,610 219,610
SINGAPORE PRESS HOLDINGS "F" 645,654 0 205,285 850,939
STRAITS STEAMSHIP LAND 574,407 0 0 574,407
UNITED OVERSEAS BANK 2,169,621 0 440,019 2,609,640
----------------------------------------------------------------------------
</TABLE>
Page 7
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ------------------------------------ ----------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------ ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Spain BANCO BILBAO VIZCAYA 23,480 28,100 0 51,580
BANCO DE SANTANDER 14,000 0 0 14,000
BANCO POPULAR ESPANA 8,000 1,000 0 9,000
CONTINENTE 0 19,150 0 19,150
DRAGADOS 17,000 0 0 17,000
FCC 0 1,917 0 1,917
GAS NATURAL 0 6,050 0 6,050
IBERDROLA 270,400 0 0 270,400
MAPFRE 3,000 0 0 3,000
REPSOL 26,000 0 0 26,000
REPSOL ADR 33,800 0 0 33,800
TELEFONICA DE ESPANA 207,000 40,000 0 247,000
URALITA 0 30,000 0 30,000
VALLEHERMOSO 16,000 0 0 16,000
Sweden ASTRA 'B' 0 18,800 0 18,800
ERICSSON 0 40,000 0 40,000
GETINGE INDUSTRIER 'B' 0 17,500 0 17,500
KALMAR 0 40,000 0 40,000
KINNEVIK INVESTMENT B 0 6,500 0 6,500
MARIEBERG TIDNINGS "A" 16,100 0 0 16,100
MO OCH DOMSJO 'B' 0 11,650 0 11,650
SCRIBONA 'B' 0 25,000 0 25,000
SECURITAS 'B' 0 6,000 0 6,000
SSAB 'B' 127,600 23,200 0 150,800
STADSHYPOTEK AB 0 14,000 0 14,000
STORA KOPPARBERG 'B' 0 42,000 0 42,000
Switzerland BALOISE HLGDS EXC 660 0 660
BBC BROWN BOVERI 0 670 0 670
CIBA GEIGY 3,260 0 0 3,260
CS REGISTERED 27,030 0 0 27,030
HILTI 0 600 0 600
NESTLE SA REGISTERED 2,020 0 0 2,020
RIETER (REG) 3,450 0 0 3,450
ROCHE HOLDING 394 139 0 533
SANDOZ PHARMACEUTICAL 0 1,070 0 1,070
SCHWEIZ RUCKVER REGD 20CHF 3,210 0 0 3,210
SOC GEN SURVEILL 0 265 0 265
United Kingdom ABBEY NATIONAL 0 95,000 0 95,000
ASDA GROUP 630,000 0 0 630,000
ASSOCIATED BRIT FOODS 0 36,400 0 36,400
BASS 92,500 59,300 0 151,800
BAT 0 70,600 0 70,600
</TABLE>
<TABLE>
<CAPTION>
AUGUST 31, 1995 (UNAUDITED)
MARKET VALUE
- ------------------------------------ ----------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------ ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
7,107,947 0 2,237,433 9,345,380
Spain BANCO BILBAO VIZCAYA 710,692 850,530 0 1,561,222
BANCO DE SANTANDER 572,819 0 0 572,819
BANCO POPULAR ESPANA 1,231,456 153,932 0 1,385,388
CONTINENTE 0 471,953 0 471,953
DRAGADOS 271,854 0 0 271,854
FCC 0 159,000 0 159,000
GAS NATURAL 0 743,101 0 743,101
IBERDROLA 2,076,848 0 0 2,076,848
MAPFRE 158,877 0 0 158,877
REPSOL 815,999 0 0 815,999
REPSOL ADR 1,068,925 0 0 1,068,925
TELEFONICA DE ESPANA 2,806,668 542,351 0 3,349,019
URALITA 0 332,589 0 332,589
VALLEHERMOSO 282,661 0 0 282,661
-----------------------------------------------------------------------
9,996,799 3,253,456 0 13,250,255
Sweden ASTRA 'B' 0 611,059 0 611,059
ERICSSON 0 855,779 0 855,779
GETINGE INDUSTRIER 'B' 0 636,006 0 636,006
KALMAR 0 685,721 0 685,721
KINNEVIK INVESTMENT B 0 193,887 0 193,887
MARIEBERG TIDNINGS "A" 331,203 0 0 331,203
MO OCH DOMSJO 'B' 0 671,046 0 671,046
SCRIBONA 'B' 0 185,145 0 185,145
SECURITAS 'B' 0 205,716 0 205,716
SSAB 'B' 1,382,468 251,358 0 1,633,826
STADSHYPOTEK AB 0 228,482 0 228,482
STORA KOPPARBERG 'B' 0 524,165 0 524,165
-----------------------------------------------------------------------
1,713,671 5,048,364 0 6,762,035
Switzerland BALOISE HLGDS EXC 1,320,658 0 0 1,320,658
BBC BROWN BOVERI 0 707,049 0 707,049
CIBA GEIGY 2,308,851 0 0 2,308,851
CS REGISTERED 2,216,218 0 0 2,216,218
HILTI 0 508,137 0 508,137
NESTLE SA REGISTERED 2,044,487 0 0 2,044,487
RIETER (REG) 939,555 0 0 939,555
ROCHE HOLDING 2,639,970 931,360 0 3,571,330
SANDOZ PHARMACEUTICAL 0 772,028 0 772,028
SCHWEIZ RUCKVER REGD 20CHF 2,601,262 0 0 2,601,262
SOC GEN SURVEILL 0 476,358 0 476,358
-----------------------------------------------------------------------
14,071,001 3,394,932 0 17,465,933
United Kingdom ABBEY NATIONAL 0 787,122 0 787,122
ASDA GROUP 1,063,033 0 0 1,063,033
ASSOCIATED BRIT FOODS 0 405,511 0 405,511
BASS 927,153 594,380 0 1,521,533
BAT 0 552,093 0 552,093
</TABLE>
Page 8
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ------------------------------------------ ------------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Securities Description Equity Equity Equity Combined
- ------------------------------------------ ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BET 305,800 0 0 305,800
BLUE CIRCLE INDUSTRIES 0 103,900 0 103,900
BRITANNIC ASSURANCE 0 16,000 0 16,000
BRITISH AEROSPACE 0 43,400 0 43,400
BRITISH AEROSPACE WARRANTS 0 1,600 0 1,600
BRITISH AIRWAYS 123,700 47,000 0 170,700
BRITISH GAS 601,000 0 0 601,000
BRITISH PETROLEUM 528,410 116,000 0 644,410
BRITISH SKY BROADCASTING 0 108,250 0 108,250
BRITISH STEEL (BST.L) 557,800 0 0 557,800
BRITISH TELECOMMUNICATIONS 0 215,500 0 215,500
BTR 216,538 83,100 0 299,638
CHARTER 98,650 0 0 98,650
COMMERCIAL UNION 0 44,458 0 44,458
CORDIANT 0 63,159 0 63,159
COURTAULDS 90,000 0 0 90,000
DIXONS GROUP 0 0 0 0
EAST MIDLANDS ELECTRICITY 0 0 0 0
ENGLISH CHINA 0 17,750 0 17,750
GENERAL ACCIDENT 159,500 0 0 159,500
GENERAL ELECTRIC 0 138,900 0 138,900
GLAXO WELLCOME 0 86,600 0 86,600
GRANADA GROUP 0 61,200 0 61,200
GRAND METROPOLITAN 0 94,400 0 94,400
GREAT UNIVERSAL STORES 0 49,100 0 49,100
GUARDIAN ROYAL EXCHANGE 460,300 0 0 460,300
HAMMERSON PRO INV 'A' 0 65,000 0 65,000
HANSON 582,300 0 0 582,300
HAZLEWOOD FOODS 331,300 0 0 331,300
HEATH (C.E.) 0 18,000 0 18,000
HILLSDOWN HOLDINGS 471,600 0 0 471,600
HSBC HOLDINGS 75P 83,000 42,700 0 125,700
IMI 90,000 0 0 90,000
LASMO 0 184,300 0 184,300
LEX SERVICE 0 24,000 0 24,000
LLOYDS BANK 288,400 0 0 288,400
MEPC 0 24,900 0 24,900
MIDLANDS ELECTRIC 0 0 0 0
MORRISON(W) SUPERMARKET 0 87,000 0 87,000
MOWLEM(JOHN) 0 40,400 0 40,400
NATIONAL POWER 65,000 0 0 65,000
NATIONAL WESTMINSTER BANK 215,500 0 0 215,500
NEXT 0 70,000 0 70,000
NORTHERN FOODS 0 0 0 0
NORTHUMBRIAN WATER 28,300 0 0 28,300
NORWEB 111,200 0 0 111,200
OCEAN GROUP 239,500 0 0 239,500
PRUDENTIAL 0 105,900 0 105,900
RECKITT & COLEMAN 0 38,925 0 38,925
REDLAND 140,000 0 0 140,000
</TABLE>
<TABLE>
<CAPTION>
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE
- ------------------------------------------ ------------------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Securities Description Equity Equity Equity Combined
- ------------------------------------------ ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BET 645,288 0 0 645,288
BLUE CIRCLE INDUSTRIES 0 514,261 0 514,261
BRITANNIC ASSURANCE 0 142,498 0 142,498
BRITISH AEROSPACE 0 444,438 0 444,438
BRITISH AEROSPACE WARRANTS 0 5,486 0 5,486
BRITISH AIRWAYS 817,629 310,659 0 1,128,288
BRITISH GAS 2,583,041 0 0 2,583,041
BRITISH PETROLEUM 3,964,100 870,225 0 4,834,325
BRITISH SKY BROADCASTING 0 571,063 0 571,063
BRITISH STEEL (BST.L) 1,562,186 0 0 1,562,186
BRITISH TELECOMMUNICATIONS 0 1,352,517 0 1,352,517
BTR 1,145,686 439,676 0 1,585,362
CHARTER 1,440,336 0 0 1,440,336
COMMERCIAL UNION 0 406,986 0 406,986
CORDIANT 0 112,696 0 112,696
COURTAULDS 653,530 0 0 653,530
DIXONS GROUP 0 0 0 0
EAST MIDLANDS ELECTRICITY 0 0 0 0
ENGLISH CHINA 0 104,379 0 104,379
GENERAL ACCIDENT 1,472,498 0 0 1,472,498
GENERAL ELECTRIC 0 672,410 0 672,410
GLAXO WELLCOME 0 1,029,257 0 1,029,257
GRANADA GROUP 0 590,635 0 590,635
GRAND METROPOLITAN 0 599,063 0 599,063
GREAT UNIVERSAL STORES 0 466,241 0 466,241
GUARDIAN ROYAL EXCHANGE 1,499,814 0 0 1,499,814
HAMMERSON PRO INV 'A' 0 358,029 0 358,029
HANSON 1,956,058 0 0 1,956,058
HAZLEWOOD FOODS 678,535 0 0 678,535
HEATH (C.E.) 0 55,578 0 55,578
HILLSDOWN HOLDINGS 1,397,604 0 0 1,397,604
HSBC HOLDINGS 75P 1,117,828 575,075 0 1,692,903
IMI 445,462 0 0 445,462
LASMO 0 506,146 0 506,146
LEX SERVICE 0 119,535 0 119,535
LLOYDS BANK 3,083,128 0 0 3,083,128
MEPC 0 146,039 0 146,039
MIDLANDS ELECTRIC 0 0 0 0
MORRISON(W) SUPERMARKET 0 217,331 0 217,331
MOWLEM(JOHN) 0 47,640 0 47,640
NATIONAL POWER 529,480 0 0 529,480
NATIONAL WESTMINSTER BANK 1,967,754 0 0 1,967,754
NEXT 0 419,240 0 419,240
NORTHERN FOODS 0 0 0 0
NORTHUMBRIAN WATER 396,946 0 0 396,946
NORWEB 1,502,796 0 0 1,502,796
OCEAN GROUP 1,226,299 0 0 1,226,299
PRUDENTIAL 0 558,666 0 558,666
RECKITT & COLEMAN 0 402,235 0 402,235
REDLAND 844,996 0 0 844,996
</TABLE>
Page 9
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA SCHEDULE OF INVESTMENTS
AUGUST 31, 1995 (UNAUDITED) SHARES/PAR
- ------------------------------------------------------ ------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------------------------ ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REUTERS HOLDINGS 0 74,800 0 74,800
RJB MINING 215,100 0 0 215,100
ROYAL INSURANCE 283,800 84,899 0 368,699
SAINSBURY J 149,490 0 0 149,490
SCOTTISH HYDRO-ELECTRIC 234,700 0 0 234,700
SCOTTISH POWER 0 76,500 0 76,500
SEARS 0 95,000 0 95,000
SEDGWICK GROUP 0 110,000 0 110,000
SEVERN TRENT 0 43,300 0 43,300
SHELL TRANS. & TRADING ORD 25 P 158,300 0 0 158,300
SMITHKLINE BEECHAM 101,400 83,000 0 184,400
SMITHS INDUSTRIES 0 70,000 0 70,000
SOUTHERN WATER 116,800 0 0 116,800
STOREHOUSE 240,000 0 0 240,000
T & N 349,000 0 0 349,000
TATE & LYLE 0 62,300 0 62,300
TESCO 475,000 0 0 475,000
THAMES WATER 245,500 0 0 245,500
THORN EMI 40,332 0 0 40,332
WHITBREAD & CO "A" 170,000 0 0 170,000
WILLIAMS HOLDINGS 0 135,300 0 135,300
YORKSHIRE WATER 131,000 0 0 131,000
United States REPO (J.P. MORGAN 5.70%12/13/95) 5,285,228 0 0 5,285,228
</TABLE>
<TABLE>
<CAPTION>
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE
- ------------------------------------------------------ ------------------------------------------------------------------
International European Pacific Basin Pro-Forma
Country Security Description Equity Equity Equity Combined
- ------------------------------------------------------ ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REUTERS HOLDINGS 0 649,930 0 649,930
RJB MINING 1,368,363 0 0 1,368,363
ROYAL INSURANCE 1,479,547 442,608 0 1,922,155
SAINSBURY J 1,075,075 0 0 1,075,075
SCOTTISH HYDRO-ELECTRIC 1,256,346 0 0 1,256,346
SCOTTISH POWER 0 404,162 0 404,162
SEARS 0 165,089 0 165,089
SEDGWICK GROUP 0 206,517 0 206,517
SEVERN TRENT 0 422,587 0 422,587
SHELL TRANS. & TRADING ORD 25 P 1,806,511 0 0 1,806,511
SMITHKLINE BEECHAM 888,922 727,618 0 1,616,540
SMITHS INDUSTRIES 0 610,396 0 610,396
SOUTHERN WATER 1,272,205 0 0 1,272,205
STOREHOUSE 1,150,659 0 0 1,150,659
T & N 1,012,614 0 0 1,012,614
TATE & LYLE 0 43,688 0 443,688
TESCO 2,406,323 0 0 2,406,323
THAMES WATER 2,060,753 0 0 2,060,753
THORN EMI 924,914 0 0 924,914
WHITBREAD & CO "A" 1,619,550 0 0 1,619,550
WILLIAMS HOLDINGS 0 669,677 0 669,677
YORKSHIRE WATER 1,233,778 0 0 1,233,778
--------------------------------------------------------------
52,476,740 12,119,362 0 71,590,122
United States REPO (J.P. MORGAN 5.70%12/13/95) 5,285,228 0 0 5,285,228
--------------------------------------------------------------
==============================================================
$307,431,402 $48,770,115 $45,626,767 $401,830,284
==============================================================
</TABLE>
Page 10
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINED STATEMENT OF ASSETS AND LIABILITIES (000)
================================================================================================================
August 31, 1995
(Unaudited)
--------------- --------------- --------------- ---------------
International European Pacific Pro-Forma
Equity Equity Basin Equity Combined
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities (Cost $286,859,
$44,067, $46,647 respectively...................... $307,431 $48,770 $45,629 $401,830
Cash and foreign currency.......................... 3,475 3,837 1,896 9,208
Dividend and interest receivable................... 1,298 295 20 1,611
Investment securities sold......................... 4,374 862 0 5,236
Unrealized gain on forward currency contracts...... 3,044 1,165 4,209
Other assets....................................... 673 213 31 917
--------------- --------------- --------------- ---------------
Total Assets....................................... 320,293 53,977 48,741 423,011
--------------- --------------- --------------- ---------------
LIABILITIES:
Investment securities purchased..................... 68 653 245 966
Other liabilities................................... 1,176 244 227 1,647
--------------- --------------- --------------- ---------------
TOTAL LIABILITIES................................... 1,244 897 472 2,613
--------------- --------------- --------------- ---------------
TOTAL NET ASSETS.................................... 319,049 53,080 48,269 420,398
=============== =============== =============== ===============
TOTAL NET ASSETS BY CLASS OF SHARES
Class A............................................. 318,883 53,080 48,269 420,232
Class D............................................. 166 N/A N/A 166
--------------- --------------- --------------- ---------------
319,049 53,080 48,269 420,398
=============== =============== =============== ===============
SHARES OUTSTANDING
Portfolio shares of Class A
Pre-combination................................... 30,059,505 4,709,456 5,035,246 N/A
Post-combination.................................. 30,059,505 5,003,596 4,550,042 39,613,143
Portfolio shares of Class D......................... 15,696 N/A N/A 15,696
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
Portfolio shares of Class A
Pre-combination................................... $10.61 $11.27 $9.59 N/A
Post-combination.................................. $10.61 $10.61 $10.61 $10.61
Portfolio shares of Class D......................... $10.55 N/A N/A $10.55
Maximum Offering Price per Class D............. $11.11 N/A N/A $11.11
</TABLE>
See Accompanying Notes to Pro-Forma Financial Statements.
<PAGE>
12
<TABLE>
<CAPTION>
PRO-FORMA COMBINED STATEMENT OF OPERATIONS (000)
- ------------------------------------------------------------------------------------------------------------------------------------
For the period ended August 31, 1995
(Unaudited)
------------------- ----------------
International European
Equity Equity
------------------ --------------
<S> <C> <C>
Investment Income:
Dividends $6,140 $931
Interest 165 87
Less: Foreign Taxes Withheld (586) (85)
------------------ --------------
Total Investment Income 5,719 933
------------------ --------------
Expenses:
Management fees 734 179
Less management fees waived (161) (46)
Investment advisory fees 775 78
Custodian wire agent fees 258 19
Professional fees 62 8
Registration & Filing fees 35 6
Printing fees 58 6
Trustee fees 10 1
Pricing fees 10 8
Distribution fees 248 34
Amortization of deferred
organization costs 4 3
Miscellaneous fees 6 1
------------------ --------------
Total expenses 2,039 297
------------------ --------------
Net Investment Income 3,680 636
------------------ --------------
Net Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain (loss) from security transactions 10,377 294
Net realized gain (loss) on forward foreign currency contracts
and foreign currency transactions (4,346) 5
Net change in unrealized appreciation (depreciation) on forward
foreign currency contracts, foreign currencies, and translation of other
assets and liabilities denominated in foreign currency 4,106 7
Net change in unrealized appreciation 18,743 4,569
------------------ --------------
Net Increase (Decrease) in Net Assets from Operations 32,560 $5,511
================== ==============
<CAPTION>
-------------- -------------
Pacific Pro-Forma
Basin Equity Adjustments
-------------- -------------
<S> <C> <C>
Investment Income:
Dividends $312
Interest 73
Less: Foreign Taxes Withheld (33)
-------------- -------------
Total Investment Income 352
-------------- -------------
Expenses:
Management fees 165 (137)(1)
Less management fees waived (62) 100 (1)
Investment advisory fees 87 (43)(1)
Custodian/wire agent fees 18
Professional fees 8 (15)(2)
Registration & Filing fees 7
Printing fees 6 (6)(2)
Trustee fees 1
Pricing fees 8
Distribution fees 31
Amortization of deferred
organization costs 3 (6)(2)
Miscellaneous fees 1 (2)(2)
-------------- ---------------
Total expenses 273 (23)
-------------- ---------------
Net Investment Income 79 23
-------------- -------------
Net Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain (loss) from security transactions (175)
Net realized gain (loss) on forward foreign currency contracts
and foreign currency transactions (901)
Net change in unrealized appreciation (depreciation) on forward
foreign currency contracts, foreign currencies, and translation of other
assets and liabilities denominated in foreign currency 1,246
Net change in unrealized appreciation 3,655
-------------- -------------
Net Increase (Decrease) in Net Assets from Operations $3,904 $23
============== =============
<CAPTION>
--------------
Pro-Forma
Combined
--------------
<S> <C>
Investment Income:
Dividends $7,383
Interest $325
Less: Foreign Taxes Withheld ($704)
--------------
Total Investment Income 7,004
--------------
Expenses:
Management fees 941
Less management fees waived (169)
Investment advisory fees 983
Custodian/wire agent fees 295
Professional fees 63
Registration & Filing fees 48
Printing fees 64
Trustee fees 12
Pricing fees 26
Distribution fees 313
Amortization of deferred
organization costs 4
Miscellaneous fees 6
--------------
Total expenses 2,556
--------------
Net Investment Income 4,418
--------------
Net Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain (loss) from security transactions $10,496
Net realized gain (loss) on forward foreign currency contracts
and foreign currency transactions ($5,242)
Net change in unrealized appreciation (depreciation) on forward
foreign currency contracts, foreign currencies, and translation of other
assets and liabilities denominated in foreign currency $5,359
Net change in unrealized appreciation $26,967
--------------
Net Increase (Decrease) in Net Assets from Operations $41,998
==============
</TABLE>
(1) Adjustments based on fee structure of the new registrants and the total
assets of the combined portfolios
(2) Adjustments reflect expected savings when three portfolios are combined.
See accompanying notes to Pro-Forma financial statements.
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINED STATEMENT OF OPERATIONS (000)
- ----------------------------------------------------------------------------------------------------------------------------------
For the period ended February 28, 1995
------------------ --------------
International European
Equity Equity
------------------ --------------
<S> <C> <C>
Investment Income:
Dividends $11,275 $471
Interest 1,985 80
Less: Foreign Taxes Withheld (1,483) (73)
------------------ --------------
Total Investment Income 11,777 478
------------------ --------------
Expenses:
Management fees 2,729 164
Less management fees waived (77) (57)
Investment advisory fees 1,516 67
Custodian/wire agent fees 524 23
Professional fees 147 10
Registration & Filing fees 11 15
Printing fees 142 9
Trustee fees 25 1
Pricing fees 39 8
Distribution fees 562 22
Amortization of deferred
organization costs 8 5
Miscellaneous fees 14
------------------ --------------
Total expenses 5,640 267
------------------ --------------
Net Investment Income 6,137 211
------------------ --------------
Net Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain (loss) from security transactions 36,204 (165)
Net realized gain (loss) on forward foreign currency contracts
and foreign currency transactions (25,138) (154)
Net change in unrealized appreciation (depreciation) on forward
foreign currency contracts, foreign currencies, and translation of other
assets and liabilities denominated in foreign currency 10,819 (13)
Net change in unrealized appreciation (58,990) 125
------------------ --------------
Net Increase (Decrease) in Net Assets from Operations (30,968) $4
================== ==============
<CAPTION>
Pacific Pro-Forma
Basin Equity Adjustments
--------------- --------------
<S> <C> <C>
Investment Income:
Dividends $136
Interest 59
Less: Foreign Taxes Withheld (17)
--------------- -------------
Total Investment Income 178
--------------- -------------
Expenses:
Management fees 159 (743)(1)
Less management fees waived (76) 210 (1)
Investment advisory fees 80 774 (1)
Custodian/wire agent fees 24
Professional fees 11 (15)(2)
Registration & Filing fees 15
Printing fees 9 (12)(2)
Trustee fees 1
Pricing fees 10
Distribution fees 21
Amortization of deferred
organization costs 5 (10)(2)
Miscellaneous fees (2)(2)
-------------- -------------
Total expenses 259 202
--------------- -------------
Net Investment Income (81) (202)
-------------- -------------
Net Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain (loss) from security transactions (37)
Net realized gain (loss) on forward foreign currency contracts
and foreign currency transactions (74)
Net change in unrealized appreciation (depreciation) on forward
foreign currency contracts, foreign currencies, and translation of other
assets and liabilities denominated in foreign currency (81)
Net change in unrealized appreciation (4,673)
-------------- -------------
Net Increase (Decrease) in Net Assets from Operations ($4,946) ($202)
============== =============
<CAPTION>
-------------
Pro-Forma
Combined
-------------
<S> <C>
Investment Income:
Dividends $11,882
Interest $ 2,124
Less: Foreign Taxes Withheld ($1,573)
------------
Total Investment Income 12,433
------------
Expenses:
Management fees 2,309
Less management fees waived 0
Investment advisory fees 2,437
Custodian/wire agent fees 571
Professional fees 153
Registration & Filing fees 41
Printing fees 148
Trustee fees 27
Pricing fees 57
Distribution fees 605
Amortization of deferred
organization costs 8
Miscellaneous fees 12
-------------
Total expenses 6,368
-------------
Net Investment Income 6,065
-------------
Net Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions:
Net realized gain (loss) from security transactions $36,002
Net realized gain (loss) on forward foreign currency contracts
and foreign currency transactions ($25,366)
Net change in unrealized appreciation (depreciation) on forward
foreign currency contracts, foreign currencies, and translation of other
assets and liabilities denominated in foreign currency $10,725
Net change in unrealized appreciation ($63,538)
-------------
Net Increase (Decrease) in Net Assets from Operations ($36,112)
=============
</TABLE>
(1) Adjustments based on fee structure of the new registrants and the total
assets of the combined portfolios.
(2) Adjustments reflect expected savings when three portfolios are combined.
<PAGE>
NOTES TO PRO-FORMA FINANCIAL STATEMENTS OF THE SEI INTERNATIONAL TRUST,
INTERNATIONAL EQUITY PORTFOLIO,
EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO
August 31, 1995
(Unaudited)
1. BASIS OF COMBINATION
The Pro Forma Combining Portfolio of Investments and Pro Forma Combining
Statement of Assets and Liabilities reflect the accounts of the SEI
International Trust; consisting of the International Equity Portfolio
(formerly the "Core International Equity Portfolio"), the European Equity
Portfolio and the Pacific Basin Equity Portfolio at August 31, 1995. The
Pro Forma Combining Statements of Operations reflect the accounts of the
International Equity Portfolio, the European Equity Portfolio and the
Pacific Basin Equity Portfolio for the year ended February 28, 1995, and
the six months ended August 31, 1995. These pro forma financial statements
have been derived from the annual and semi-annual financial statements of
the SEI International Trust as of February 28, 1995 and August 31, 1995,
respectively.
The pro forma statements give effect to the proposed transfer of the assets
and liabilities of the European Equity Portfolio and Pacific Basin Equity
Portfolio in exchange for Class A shares of the International Equity
Portfolio. The historical cost of investment securities will be carried
forward to the surviving portfolio and the results of operations of the
surviving fund will not be restated.
The accompanying pro forma financial statements should be read in
conjunction with the historical financial statements of the SEI
International Trust included or incorporated by reference in the Statement
of Additional Information.
2. SHARES OF BENEFICIAL INTEREST
The pro forma net asset value assumes the issuance of additional shares of
the International Equity Portfolio which would have been issued at August
31, 1995 to the shareholders of the European Equity Portfolio and the
Pacific Basin Equity Portfolio, to affect the proposed transactions.
3. PRO FORMA OPERATIONS
The Pro Forma Combining Statements of Operations assume rates of gross
investment income similar to historical rates for the investments of the
International Equity Portfolio, the European Equity Portfolio and the
Pacific Basin Equity Portfolio. Accordingly, the combined gross investment
income is equal to the sum of each such portfolio's gross investment
income. Certain expenses and waivers thereof have been adjusted to reflect
the expected expenses of the combined portfolio. Pro forma operating
expenses include the actual expenses of the International Equity Portfolio,
the European Equity Portfolio and the Pacific Basin Equity Portfolio and
the combined portfolio adjusted for certain items which are factually
supportable.
<PAGE>
SEI INTERNATIONAL TRUST
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORM N-14
PART C. OTHER INFORMATION
-----------------
Item 15. Indemnification.
----------------
Article VIII of the Agreement and Declaration of Trust filed as
Exhibit 1 to the Registration Statement on Form N-1A (File No. 33-22821) filed
with the SEC on June 30, 1988 is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 16. Exhibits
--------
(1) Agreement and Declaration of Trust/1/
(2) By-Laws/1/
(3) Not Applicable
(4) Agreement and Plan of Reorganization and Liquidation filed
herewith as Exhibit A to the Prospectus/Proxy Statement set
forth as Part A of the Registration Statement in Form N-14
(5) Not Applicable
(6)(a) Management Agreement between Registrant and SEI Financial
Management Company/2/
(6)(b) Form of Investment Advisory Agreement between Registrant and
Brinson Partners, Inc./3/
(6)(c) Form of Investment Advisory Agreement between Registrant and
Strategic Fixed Income L.P./4/
(6)(d) Schedule C to Management Agreement between Registrant and SEI
Financial Management Company adding the International Fixed
Income Portfolio/5/
(6)(e) Form of Investment Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd./6/
(6)(f) Form of Investment Advisory Agreement between Registrant and
Schroder Capital Management International Limited/6/
(6)(g) Form of Investment Advisory Agreement between Registrant and
SEI Financial Management Corporation./7/
(6)(h) Form of Investment Sub-Advisory Agreement between Registrant
and Strategic Fixed Income L.P./7/
(6)(i) Form of Investment Sub-Advisory Agreement between Registrant
and Morgan Grenfell Investment Services Ltd./7/
<PAGE>
(6)(j) Form of Investment Sub-Advisory Agreement between Registrant
and Schroder Capital Management International Limited/7/
(6)(k) Investment Sub-Advisory Agreement between Registrant and
Montgomery Asset Management L.P./7/
(6)(l) Investment Sub-Advisory Agreement between Registrant and
Acadian Asset Management, Inc./7/
(6)(m) Investment Sub-Advisory Agreement between Registrant and
WorldInvest Limited./7/
(7) Distribution Agreement between Registrant and SEI Financial
Services Company/8/
(8) Not Applicable
(9)(a) Custodian Agreement between Registrant and State Street Bank
and Trust Company/9/
(9)(b) Form of Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A./10/
(10)(a) Distribution Plan (Class D)/11/
(10)(b) Form of Distribution Plan (Core International Equity Portfolio
Class A)/12/
(10)(c) Form of Distribution Plan (International Fixed Income
Portfolio)/12/
(10)(d) Rule 18f-3 Multiple Class Plan*
(11) Opinion and Consent of Counsel*
(12) Tax opinion of Counsel*
(13) Not Applicable
(14) Consent of Independent Accountants*
(15) Not Applicable
(16) Powers of Attorney for Edward W. Binshadler, Richard F.
Blanchard, Jeffrey A. Cohen, William M. Doran, F. Wendell
Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen
V. Romeo and James M. Storey/11/
(17)(a) Class A Prospectus dated August 31, 1995*
(17)(b) Class D Prospectus dated August 31, 1995*
(17)(c) Statement of Additional Information dated June 28, 1995, as
amended August 31, 1995*
(17)(d) 1995 Annual Report to Shareholders*
(17)(e) Proxy Cards*
(17)(f) Rule 24F-2 Notice for the fiscal year ended February 28, 1995*
_________________
* Filed herewith
1 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 33-22821) filed with the
Securities and Exchange Commission ("SEC") on June 30, 1988
2 Incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on August 30, 1988
3 Incorporated herein by reference to Item (8) of Part C of
Post-Effective Amendment No.1 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC
on September 16, 1988
4 Incorporated herein by reference to Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on May 16, 1991
5 Incorporated herein by reference to Post-Effective Amendment
No. 7 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on June 30, 1992
6 Incorporated herein by reference to Post-Effective Amendment
No. 9 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on March 31, 1993
<PAGE>
7 Incorporated herein by reference to Item (8)(c) of Part C of
Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC
on March 31, 1993
8 Incorporated herein by reference to Post-Effective Amendment
No. 10 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on June 28, 1993
9 Incorporated herein by reference to Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on June 29, 1993
10 Incorporated herein by reference to Post-Effective Amendment
No. 16 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on May 2, 1994
11 Incorporated herein by reference to Post-Effective Amendment
No. 18 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on October 28, 1994
12 Incorporated herein by reference to Post-Effective Amendment
No. 19 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 28, 1995
Item 17. Undertakings.
------------
(1) The registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering of them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the city of Wayne, Commonwealth of
Pennsylvania on the 21st day of December, 1995.
SEI INTERNATIONAL TRUST
By /s/ David G. Lee
-----------------------
David G. Lee, President
ATTEST:
/s/ Jeffrey A. Cohen
- ----------------------------
Jeffrey A. Cohen, Controller
& Chief Financial Officer
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacity on the dates indicated.
* Trustee December 21, 1995
- ------------------------------
Richard F. Blanchard
* Trustee December 21, 1995
- ------------------------------
William M. Doran
* Trustee December 21, 1995
- ------------------------------
F. Wendell Gooch
* Trustee December 21, 1995
- ------------------------------
Frank E. Morris
* Trustee December 21, 1995
- ------------------------------
James M. Storey
* Trustee December 21, 1995
- ------------------------------
Robert A. Nesher
/s/ Jeffrey A. Cohen Controller & Chief December 21, 1995
- ------------------------------ Financial Officer
Jeffrey A. Cohen
*By /s/ David G. Lee
---------------------------
David G. Lee
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
(1) Agreement and Declaration of Trust/1/
(2) By-Laws/1/
(3) Not Applicable
(4) Agreement and Plan of Reorganization and Liquidation filed herewith as
Exhibit A to the Prospectus/Proxy Statement set forth as Part A of the
Registration Statement in Form N-14
(5) Not Applicable
(6)(a) Management Agreement between Registrant and SEI Financial Management
Company/2/
(6)(b) Form of Investment Advisory Agreement between Registrant and Brinson
Partners, Inc./3/
(6)(c) Form of Investment Advisory Agreement between Registrant and Strategic
Fixed Income L.P./4/
(6)(d) Schedule C to Management Agreement between Registrant and SEI
Financial Management Company adding the International Fixed Income
Portfolio/5/
(6)(e) Form of Investment Advisory Agreement between Registrant and Morgan
Grenfell Investment Services Ltd./6/
(6)(f) Form of Investment Advisory Agreement between Registrant and Schroder
Capital Management International Limited/6/
(6)(g) Form of Investment Advisory Agreement between Registrant and SEI
Financial Management Corporation./7/
(6)(h) Form of Investment Sub-Advisory Agreement between Registrant and
Strategic Fixed Income L.P./7/
(6)(i) Form of Investment Sub-Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd./7/
(6)(j) Form of Investment Sub-Advisory Agreement between Registrant and
Schroder Capital Management International Limited/7/
(6)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery
Asset Management L.P./7/
(6)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset
Management, Inc./7/
(6)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest
Limited./7/
(7) Distribution Agreement between Registrant and SEI Financial Services
Company/8/
(8) Not Applicable
(9)(a) Custodian Agreement between Registrant and State Street Bank and Trust
Company/9/
(9)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan
Bank, N.A./10/
(10)(a) Distribution Plan (Class D)/11/
(10)(b) Form of Distribution Plan (Core International Equity Portfolio Class
A)/12/
(10)(c) Form of Distribution Plan (International Fixed Income Portfolio)/12/
(10)(d) Rule 18f-3 Multiple Class Plan*
(11) Opinion and Consent of Counsel*
(12) Tax opinion of Counsel*
(13) Not Applicable
(14) Consent of Independent Accountants*
(15) Not Applicable
(16) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard,
Jeffrey A. Cohen, William M. Doran, F. Wendell Gooch, David G. Lee,
Frank E. Morris, Robert A. Nesher, Carmen V. Romeo and James M.
Storey/11/
(17)(a) Class A Prospectus dated August 31, 1995*
(17)(b) Class D Prospectus dated August 31, 1995*
(17)(c) Statement of Additional Information dated June 28, 1995, as amended
August 31, 1995*
(17)(d) 1995 Annual Report to Shareholders*
(17)(e) Proxy Cards*
(17)(f) Rule 24F-2 Notice for the fiscal year ended February 28, 1995*
</TABLE>
<PAGE>
_________________
* Filed herewith
1 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 33-22821) filed with the Securities
and Exchange Commission ("SEC") on June 30, 1988
2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on August 30, 1988
3 Incorporated herein by reference to Item (8) of Part C of Post-
Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on September 16,
1988
4 Incorporated herein by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on May 16, 1991
5 Incorporated herein by reference to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 30, 1992
6 Incorporated herein by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on March 31, 1993
7 Incorporated herein by reference to Item (8)(c) of Part C of Post-
Effective Amendment No. 9 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993
8 Incorporated herein by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 28, 1993
9 Incorporated herein by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 29, 1993
10 Incorporated herein by reference to Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on May 2, 1994
11 Incorporated herein by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on October 28, 1994
12 Incorporated herein by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995.
<PAGE>
Exhibit 10(d)
SEI International Trust
Rule 18f-3
Multiple Class Plan
December 22, 1995
Introduction
SEI International Trust (the "Trust"), a registered investment company
that currently consists of five (5) separately managed portfolios (the Core
International Equity Portfolio, European Equity Portfolio, Pacific Basin Equity
Portfolio, Emerging Markets Equity Portfolio and International Fixed Income
Portfolio) and that may consist of additional portfolios in the future as
listed on Schedule A hereto (each a "Portfolio" and, collectively, the
"Portfolios"), have elected to rely on Rule 18f-3 under the Investment Company
Act of 1940, as amended (the "1940 Act") in offering multiple classes of units
of beneficial interest ("shares") in each Portfolio. The Plan sets forth the
differences among classes, including shareholder services, distribution
arrangements, expense allocations, and conversion or exchange options.
A. Attributes of Share Classes
The rights of each existing class of the Portfolios (i.e.,
----
Institutional and Retail Classes) shall be as set forth in the resolutions and
related materials of the Trust's Board adopted pursuant to the order dated
September 9, 1993, obtained by SEI Liquid Asset Trust, et al. (Inv. Co. Act
-- ---
Release No. IC-19698), and attached hereto as Exhibits A - C.
With respect to any class of shares of a Portfolio created after the
date hereof, each share of a Portfolio will represent an equal pro rata interest
--- ----
in the Portfolio and will have identical terms and conditions, except that: (i)
each new class will have a different class name (or other designation) that
identifies the class as separate from any other class; (ii) each class will
separately bear any distribution expenses ("distribution fees") in connection
with a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1
Plan"), and will separately bear any non-Rule 12b-1 Plan service payments
("service fees") that are made under any servicing agreement entered into with
respect to that class; (iii) each class may bear, consistent with rulings and
other published statements of position by the Internal Revenue Service, the
expenses of the Portfolio's operations which are directly attributable to such
class ("Class Expenses"); and (iv) shareholders of the class will have exclusive
voting rights regarding the Rule 12b-1 Plan and the servicing agreements to such
class, and will have
<PAGE>
separate voting rights on any matter submitted to shareholders in which the
interests of that class differ from the interests of any other class.
B. Expense Allocations
Expenses of each existing class and of each class created after the
date hereof shall be allocated as follows: (i) distribution and shareholder
servicing payments associated with any Rule 12b-1 Plan or servicing agreement
relating to each class of shares are (or will be) borne exclusively by that
class; (ii) any incremental transfer agency fees relating to a particular class
are (or will be) borne exclusively by that class; and (iii) class expenses
relating to a particular class are (or will be) borne exclusively by that class.
Until and unless changed by the Board, the methodology and procedures
for calculating the net asset value of the various classes of shares and the
proper allocation of income and expenses among the various classes of shares
shall be as set forth in the "Report" rendered by Price Waterhouse LLP.
C. Amendment of Plan; Periodic Review
This Plan must be amended to properly describe (through additional
exhibits hereto or otherwise) each new class of shares approved by the Board
after the date hereof.
The Board of the Trust, including a majority of the independent
Trustees, must periodically review this Plan for its continued appropriateness,
and must approve any material amendment of the Plan as it relates to any class
of any Portfolio covered by the Plan.
<PAGE>
DISTRIBUTION PLAN
Retail Class
-------------------------
WHEREAS, SEI International Trust (the "Trust") is engaged in business as an
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units of beneficial interest ("Shareholders") in the
Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this Retail Class Distribution Plan
----------
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of Retail Class securities of which the Trust is the issuer.
Section 2. The Trust may incur expenses for the items stipulated in
----------
Section 3 of this Plan, provided that in no event shall the Trust incur expenses
that exceed an annual rate of .30% of the Trust's average daily net assets
during any fiscal year of the Trust. All expenditures pursuant to this Plan
shall be made only pursuant to authorization by the President, any Vice
President or the Treasurer of the Trust. If there should be more than one series
of Trust shares, expenses incurred pursuant to this Plan shall be allocated
among the several series of the Trust on the basis of their relative net asset
values, unless otherwise determined by a majority of the Qualified Trustees.
In addition, the Trust will pay the Distributor a fee of up to .30% of the
Retail Class Portfolios' average daily net assets as compensation for its
services. The Distributor may use its fee to make payments to financial
institutions and intermediaries, including affiliates and subsidiaries of the
Distributor, as compensation for services or reimbursement of expenses incurred
in connection with distribution assistance or provision of shareholder services.
The actual fee paid will be negotiated based on the extent and quality of
services provided.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
----------
limited to, the following:
(a) The incremental printing costs incurred in producing
1
<PAGE>
for and distributing to persons other than current Shareholders of the
Trust the reports, prospectuses, notices and similar materials that
are prepared by the Trust for current Shareholders;
(b) advertising;
(c) the costs of preparing, printing and distributing any literature used
in connection with the offering of the Trust's Shares and not covered
by Section 3(a) of this Plan; and
(d) expenses incurred in connection with the promotion and sale of the
Trust's Shares including, without limitation, travel and communication
expenses and expenses for the compensation of and benefits for sales
personnel.
Section 4. This Plan shall not take effect until it has been approved (a)
----------
by a vote of at least a majority of the outstanding voting securities of the
Trust; and (b) together with any related agreements, by votes of the majority of
both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in
person at a Board of Trustees meeting called for the purpose of voting on this
Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than
----------
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition on monies paid
----------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
----------
majority of the Qualified Trustees or by vote of a majority of the Trust's
outstanding voting securities.
Section 8. All agreements with any person relating to implementation of
----------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
2
<PAGE>
Section 9. This Plan may not be amended to increase materially the amount
----------
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b) of Section 4 herein for the approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees' shall
-----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Section 11. While this Plan is in effect, the selection and nomination of
-----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a) (19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to
-----------
enter into an agreement with any particular person.
3
<PAGE>
DISTRIBUTION PLAN
ProVantage Funds
WHEREAS, SEI International Trust (the "Trust") is engaged in business as an
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units of beneficial interest ("Shareholders") in the
Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this ProVantage Funds Distribution Plan
----------
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of ProVantage Funds securities of which the Trust is the
issuer.
Section 2. The Trust may incur expenses for the items stipulated in
----------
Section 3 of this Plan in an amount equal to .30% of the average daily net
assets of the ProVantage Funds of the Portfolios. All expenditures pursuant to
this Plan shall be made only pursuant to authorization by the President, any
Vice President or the Treasurer of the Trust. If there should be more than one
series of Trust shares, expenses incurred pursuant to this Plan shall be
allocated among the several series of the Trust on the basis of their relative
net asset values, unless otherwise determined by a majority of the Qualified
Trustees.
In addition, the Trust will pay the Distributor a fee on the ProVantage Funds of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for (i) compensation for it services in connection with distribution
assistance or provision of shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies and investment counselors, broker-dealers and the
Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
provision of shareholder services.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
----------
limited to, the following:
(a) The incremental printing costs incurred in producing
1
<PAGE>
for and distributing to persons other than current Shareholders of the
Trust the reports, prospectuses, notices and similar materials that
are prepared by the Trust for current Shareholders;
(b) advertising;
(c) the costs of preparing, printing and distributing any literature used
in connection with the offering of the Trust's Shares and not covered
by Section 3(a) of this Plan; and
(d) expenses incurred in connection with the promotion and sale of the
Trust's Shares including, without limitation, travel and communication
expenses and expenses for the compensation of and benefits for sales
personnel.
Section 4. This Plan shall not take effect until it has been approved (a)
----------
by a vote of at least a majority of the outstanding voting securities of the
trust; and (b) together with any related agreements, by votes of the majority of
both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in
person at a Board of Trustees meeting called for the purpose of voting on this
Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than
----------
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
---------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
----------
majority of the Qualified Trustees or by vote of a majority of the Trust's
outstanding voting securities.
Section 8. All agreements with any person relating to implementation of
----------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
2
<PAGE>
Section 9. This Plan may not be amended to increase materially the amount
----------
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b) of Section 4 herein for the approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
-----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Section 11. While this Plan is in effect, the selection and nomination of
-----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to
-----------
enter into an agreement with any particular person.
3
<PAGE>
EXHIBIT A
---------
International Portfolio . . . . . . . . . . . . . . . . . . . . . .30%
4
<PAGE>
DISTRIBUTION PLAN
SEI INTERNATIONAL TRUST
WHEREAS, SEI International Trust (the "Trust") is engaged in business as a
diversified, open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following distribution plan will benefit the
Trust and the owners of units of beneficial interest ("Unitholders") of the
Trust.
NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution
plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this distribution plan the ("Plan") to
----------
enable the Trust to directly or indirectly bear expenses relating to the
distribution of securities of which the Trust is the issuer.
Section 2. The Trust may incur expenses for the items stipulated in
----------
Section 3 of this Plan, provided that in no event shall the Trust incur expenses
that exceed an annual rate of .30% of the Trust's average daily net assets
during any fiscal year of the Trust. All expenditures pursuant to this Plan
shall be made only pursuant to authorization by the President, any Vice
President or the Treasurer of the Trust. If there should be more than one series
of Trust units, expenses incurred pursuant to this Plan shall be allocated
among the several series of the Trust on the basis of their relative net asset
values, unless otherwise determined by a majority of the Qualified Trustees
(hereinafter defined).
Section 3. Expenses permitted pursuant to this Plan shall include, and be
----------
limited to, the following:
(a) the incremental printing costs incurred in producing for and
distributing to persons other than current Unitholders of the
Trust, the reports, prospectuses, notices and similar materials
that are prepared by the Trust for current Unitholders;
<PAGE>
(b) the cost of complying with state and federal laws pertaining to
the distribution of the Trust's units;
(c) advertising;
(d) the costs of preparing, printing and distributing any literature
used in connection with the offering of the Trust's units and not
covered by Section 3(a) of this Plan; and
(e) expenses incurred in connection with the promotion and sale of
the Trust's units including, without limitation, travel and
communication expenses and expenses for the compensation of and
benefits for sales personnel.
Section 4. This Plan shall not take effect until it has been approved (a)
----------
by a vote of at least a majority of the Unitholders holding an outstanding
voting securities of the Trust; and (b) together with any related agreements, by
votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, (hereinafter defined), cast in person at a Board of Trustees
meeting called for the specific purpose of voting on this Plan or such
agreement.
Section 5. This Plan shall continue in effect for a period of more than
----------
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
---------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
----------
majority of the Qualified Trustees (hereinafter defined) or by vote of a
majority of the Trust's outstanding voting securities.
Section 8. All agreements with any person relating to implementation of
----------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees (hereinafter
defined) or by the vote of Unitholders holding a majority of the Trust's
outstanding voting securities, on not more than sixty (60) days written notice
to any other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
<PAGE>
Section 9. This Plan may not be amended to increase materially the
---------
amount of distribution expenses permitted pursuant to Section 2 hereof without
the approval of Unitholders holding a majority of the outstanding voting
securities of the Trust, and all material amendments to this Plan shall be
approved in the manner provided in Part (b) of Section 4 herein for the approval
of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Section 11. Nothing in this Plan shall operate or be construed to limit
----------
the extent to which the Trust's Sponsor, Manager, Distributor, or Investment
Administrator or any other person, other than the Trust, may incur costs out of
their own monies and bear expenses associated with the distribution of
securities of which the Trust is the issuer.
Section 12. While this Plan is in effect, the selection and nomination of
----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 13. This Plan shall not obligate the Trust or any other party to
----------
enter into an agreement with any particular person.
<PAGE>
VOTED: That the form of Distribution Plan presented to this meeting be and it
hereby is approved in accordance with Rule 12b-1 under the Investment
Company Act of 1940; provided, however, that such approval shall not be
effective unless said Plan shall have been approved by a majority of
the outstanding units of beneficial interest of the Trust following the
initial issuance of the units of the Trust.
FURTHER That, in accordance with the Distribution Plan, and for so long as such
VOTED: Plan is in effect, the selection and nomination of non-interested
Trustees shall be committed to such non-interested Trustees as are then
serving on the Board.
FURTHER That the Trust's distribution expense budget for the period ending
VOTED: December 31, 1989 presented to this meeting be and the same hereby is
approved.
<PAGE>
VOTED: That the officers of the Trust be and they hereby are authorized to
seek an amendment to the exemptive order previously granted to the
Trusts in order to permit the establishment and offering of a third
class of shares with no Rule 12b-1 plan and to impose a sales load
in connection with certain sales, and that all actions previously
taken in this regard by Trust officers be, and it hereby is,
ratified. Said officers are further authorized to file such
amendments to such application as may be necessary and appropriate.
<PAGE>
SEI DAILY INCOME TRUST
SEI INTERNATIONAL TRUST
Addition of a Class D to Certain Portfolios
VOTED: That the units of beneficial interest of each of the International
Fixed Income, European Equity, Pacific Basin Equity and Emerging
Markets Equity Portfolios of SEI International Trust and the
Corporate Daily Income Portfolio of SEI Daily Income Trust
(collectively, the "Portfolios") be, and they hereby are, further
divided into an indefinite number of units entitled Class D;
VOTED: That the Distribution Plans for the Class D shares of SEI
International Trust and SEI Daily Income Trust (the "Trusts")
previously submitted to the Board of Trustees be, and they hereby
are, adopted by each of the Portfolios in accordance with
Rule 12b-1 under the Investment Company Act of 1940;
VOTED: That SEI Financial Services Company be, and it hereby is,
appointed to serve as Distributor of units of beneficial interest
of Class D of each of the Portfolios under the terms and
conditions set forth in the Distribution Agreement previously
approved by the Board of Trustees;
VOTED: That the officers of the Trusts be, and they hereby are,
authorized to issue 10 units of beneficial interest in Class D
units of each of the Portfolios to SEI Financial Management
Corporation upon payment by that company of the sum of $1.00 for
each unit into an account for the appropriate Portfolio;
VOTED: That the Distribution Plans be submitted for approval to SEI
Financial Management Corporation as the sole initial holder of
Class D units of each Portfolio; and
VOTED: That the officers of the Trusts be, and they hereby are,
authorized to take all further steps in accordance with the
purpose and intent of the foregoing to effect the offering of
Class D shares at such time as the Distributor may deem
appropriate.
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
SEI CASH + PLUS TRUST
SEI TAX EXEMPT TRUST
SEI LIQUID ASSET TRUST
SEI INTERNATIONAL TRUST
VOTED: That the modified form of each Distribution Plan for the ProVantage
Funds be, and each hereby is, adopted by each Trust in accordance
with Rule 12b-1 under the Investment Company Act of 1940.
<PAGE>
SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INTERNATIONAL TRUST
INSURANCE INVESTMENT PRODUCTS TRUST
Adoption of a Rule 18f-3 Plan
VOTED: That the proper officers of each Trust be, and they hereby are,
authorized and directed to file with the Securities and Exchange
Commission an amendment to each Trust's Registration Statement
on Form N-1A for the purpose of adopting the Rule 18f-3 plan.
<PAGE>
SEI INTERNATIONAL TRUST
AUGUST 31, 1995
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference.
A Statement of Additional Information dated June 28, 1995 and amended August
31, 1995, has been filed with the Securities and Exchange Commission and is
available without charge through the Distributor, SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-
5734. The Statement of Additional Information is incorporated into this
Prospectus by reference.
SEI International Trust (the "Trust") is an open-end investment management
company that offers financial institutions a convenient means of investing
their own funds or funds for which they act in a fiduciary, agency or custodial
capacity in professionally managed diversified and non-diversified portfolios
of securities. A portfolio may offer separate classes of shares that differ
from each other primarily in the allocation of certain distribution expenses
and minimum investments. This Prospectus offers the Class A shares of the
equity and fixed income portfolios (the "Portfolios" and each of these, a
"Portfolio") listed above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ----------------------------------------------------------------------
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY IN-
SURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RE-
SERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES
INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT IN-
VESTED.
- ----------------------------------------------------------------------
<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
<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, and certain of the advisers, have waived, on a voluntary
basis, a portion of their fee, and the management/advisory fees shown reflect
these voluntary waivers. SFM and the advisers each reserve 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 fee payable by Class A shares
for each Portfolio is .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, 1.63% for the European Equity Portfolio, 1.72% for the Pacific
Basin Equity Portfolio, 2.85% for the Emerging Markets Equity Portfolio and
1.33% 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 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>
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 -- --
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 TRUST ______________________________________________________________________
SEI International Trust (the "Trust") is an open-end management investment
company that has diversified and non-diversified portfolios. The Trust offers
units of beneficial interest ("shares") in separate investment portfolios. Each
Portfolio has two separate classes of shares, Class A and Class D, which
provide for variations in distribution and transfer agent costs, sales charges,
voting rights and dividends. This prospectus offers Class A shares of the
Trust's Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios (the
"Portfolios" and each of these, a "Portfolio"). Additional information
pertaining to the Trust may be obtained by writing to SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-
5734.
INVESTMENT OBJECTIVES AND POLICIES _____________________________________________
CORE The Core International Equity Portfolio seeks to provide
INTERNATIONAL long-term capital appreciation by investing primarily in a
EQUITY diversified portfolio of equity securities of non-U.S.
issuers.
Under normal circumstances, at least 65% of the Core
International Equity Portfolio's assets will be invested in
equity securities of non-U.S. issuers located in at least
three countries other than the United States.
EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term
capital appreciation by investing primarily in a diversified
portfolio of equity securities of European issuers.
Under normal circumstances, at least 65% of the European
Equity Portfolio's assets will be invested in equity
securities of European issuers. The Portfolio's advisers
consider European issuers to be companies the securities of
which are principally traded in the European capital
markets; that derive at least 50% of their total revenue
from either goods produced or services rendered in countries
located in Europe, regardless of where the securities of
such companies are principally traded; or that are organized
under the laws of and have a principal office in a European
country.
PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long-
EQUITY term capital appreciation by investing primarily in a
diversified portfolio of equity securities of Pacific Basin
issuers.
Under normal circumstances, at least 65% of the Pacific
Basin Equity Portfolio's assets will be invested in equity
securities of Pacific Basin issuers. The Portfolio's
advisers consider Pacific Basin issuers to be companies the
securities of which are principally traded in the capital
markets of Pacific Basin countries; that derive at least 50%
of their total revenue from either goods produced or
services rendered in Pacific Basin countries, regardless of
where the securities of such companies are principally
traded; or that are organized under the laws of and have a
principal office in a Pacific Basin country.
5
<PAGE>
Equity Portfolio since its inception. Mr. Ager has over 20
years of experience in managing client accounts invested in
Asian countries. Mr. Stainsby has over 10 years experience
of managing Asian investments.
SC is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .40% of the first $100 million in assets,
.30% of the next $50 million in assets, and .20% of assets
in excess of $150 million. For the fiscal year ended
February 28, 1995, SC received an advisory fee of .40% of
the Pacific Basin Equity Portfolio's average daily net
assets.
WORLDINVEST WorldInvest Limited ("WorldInvest") acts as a sub-adviser
LIMITED for the Core International Equity Portfolio pursuant to a
sub-advisory agreement with SFM. In accordance with the
Portfolio's investment objectives and policies and under the
supervision of SFM and the Trust's Board of Trustees,
WorldInvest is responsible for the day-to-day investment
management of the portion of the Portfolio assigned to it by
the Board of Trustees and, with respect thereto, places
orders on behalf of the Portfolio to effect the investment
decisions made.
WorldInvest is a wholly-owned subsidiary of WorldInvest
Holdings Limited, an English corporation formed in 1977.
WorldInvest is an international investment manager with its
principal office at 56 Russell Square, London, England. The
firm has managed equity securities on a global basis since
1977. Total global assets under management as of February
28, 1995 were more than $5.7 billion, of which more than
$3.0 billion were invested in global equities. The portion
of the Portfolio's assets allocated to WorldInvest have been
managed by a team of equity portfolio managers led by Mark
Beale since the Portfolio's inception. Mr. Beale is a
Director and an Equity Investment Manager for WorldInvest
and has been with the firm since 1982.
WorldInvest is entitled to a fee from SFM calculated on
the basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$300 million and .20% of such assets in excess of $300
million.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each Portfolio has
a separate distribution plan for its shares (the "Class A
Plan" and the "Class D Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the 1940 Act. The Trust intends
to operate the Plans in accordance with their terms and with
the NASD rules concerning sales charges.
18
<PAGE>
The Distribution Agreement and Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget. The budget must be approved and monitored by the
Trustees, including those Trustees who are not interested
persons and have no financial interest in the Plan or any
related agreement ("Qualified Trustees"). The Class D Plan
also provides for additional payments for distribution and
shareholder services as described below.
Distribution-related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities law registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently the budget (shown here as a
percentage of daily net assets) for each Portfolio 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.
19
<PAGE>
PROSPECTUS
AUGUST 31, 1995
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference. It contains information that can help you decide if the
Portfolio's investment goals match your own.
A Statement of Additional Information (SAI) dated June 28, 1995 and amended
August 31, 1995, has been filed with the Securities and Exchange Commission and
is available without charge through the Distributor, SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-437-
6016. The Statement of Additional Information is incorporated into this
Prospectus by reference.
SEI International Trust (the "Trust") is an open-end investment management com-
pany that offers shareholders a convenient means of investing their funds in
one or more professionally managed diversified and non-diversified portfolios
of securities. The Core International Equity Portfolio, European Equity Portfo-
lio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and In-
ternational Fixed Income Portfolio investment portfolios of the Trust, offers
two classes of shares, Class A shares and Class D shares. Class D shares differ
from Class A shares primarily in the imposition of sales charges and the allo-
cation of certain distribution expenses and transfer agent fees. Class D shares
are available through SEI Financial Services Company (the Trust's distributor)
and through participating broker-dealers, financial institutions and other or-
ganizations. This Prospectus offers the Class D shares of the equity and fixed
income portfolios (the "Portfolios" and each of these, a "Portfolio") listed
above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ----------------------------------------------------------------------
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY IN-
SURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RE-
SERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES
INVOLVES RISK, INCLUDING POSSIBLE LOSS THE OF PRINCIPAL AMOUNT IN-
VESTED.
- ----------------------------------------------------------------------
<PAGE>
PORTFOLIO EXPENSES _____________________________________________________________
The purposes of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the Class D shares.
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EMERGING
EUROPEAN PACIFIC MARKETS INTERNATIONAL
CORE INTERNATIONAL EQUITY BASIN EQUITY EQUITY FIXED INCOME
EQUITY PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------------ --------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge
Imposed on Purchases 5.00% 5.00% 5.00% 5.00% 4.50%
Maximum Sales Charge Im-
posed on Reinvested Div-
idends None None None None None
Redemption Fees /1/ None None None None None
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- -------------------------------------------------------------------------------------------
Management/Advisory Fees
(after fee waiver and
reimbursement) /2/ .91% .80% .78% .80% .57%
12b-1 Fees /3/ .40% .40% .40% .40% .40%
Other Expenses .34% .50% .52% 1.15% .43%
- -------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver and
reimbursement) /4/ 1.65% 1.70% 1.70% 2.35% 1.40%
- -------------------------------------------------------------------------------------------
</TABLE>
1 A charge, currently $10.00, is imposed on wires of redemption proceeds of the
Portfolio's Class D shares.
2 SEI Financial Management Corporation ("SFM"), in its capacity as Manager for
each Portfolio, and certain of the advisers, have waived on a voluntary
basis, a portion of their fee, and the management/advisory fees shown reflect
these voluntary waivers. SFM and the advisers each reserve 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 fees shown reflect the current 12b-1 budget for reimbursement of
expenses. The maximum 12b-1 fee payable by the Class D shares of each
Portfolio is .60%.
4 Absent the voluntary fee waiver and expense reimbursement described above,
the total operating expenses would be 1.67% for the Core International Equity
Portfolio, 2.03% for the European Equity Portfolio, 2.12% for the Pacific
Basin Equity Portfolio, 3.25% for the Emerging Markets Equity Portfolio and
1.73% 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 fol-
lowing expenses on a $1000 investment assuming
(1) imposition of the maximum sales load, (2)
5% annual return and (3) redemption at the end
of each time period:
<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 -- --
International Fixed income $59.00 $ 87.00 $118.00 $205.00
- ------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class D shares of each Portfolio. A person who purchases
shares through an account with a financial institution may be charged separate
fees by that institution. The information set forth in the foregoing table and
example relates only to the Class D shares. Each Portfolio also offers Class A
shares, which are subject to the same expenses, except that there are no sales
charges, different distribution costs and no transfer agent costs. Additional
information may be found under "The Manager and Shareholder Servicing Agent,"
"The 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").
4
<PAGE>
stock selection and company research conducted by
professionals at each local office which is integrated into
SC's global research network by the manager of research in
London. The principal address of SC is 33 Gutter Lane,
London EC2V 8AS, England.
John S. Ager, a Senior Vice President and Director of SC
and John Stainsby, First Vice President of SC, both have
served as principal portfolio managers for the Pacific Basin
Equity Portfolio since its inception. Mr. Ager has over 20
years of experience in managing client accounts invested in
Asian countries. Mr. Stainsby has over 10 years experience
of managing Asian investments.
SC is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .40% of the first $100 million in assets,
.30% of the next $50 million in assets, and .20% of assets
in excess of $150 million.
WORLDINVEST WorldInvest Limited ("WorldInvest") acts as an investment
LIMITED sub-adviser for the Core International Equity Portfolio
pursuant to a sub-advisory agreement with SFM. In accordance
with the Portfolio's investment objectives and policies and
under the supervision of SFM and the Trust's Board of
Trustees, WorldInvest is responsible for the day-to-day
investment management of the portion of the Portfolio
assigned to it by the Board of Trustees and, with respect
thereto, places orders on behalf of the Portfolio to effect
the investment decisions made.
WorldInvest is a wholly-owned subsidiary of WorldInvest
Holdings Limited, an English corporation formed in 1977.
WorldInvest is an international investment manager with its
principal office at 56 Russell Square, London, England. The
firm has managed equity securities on a global basis since
1977. Total global assets under management as of February
28, 1995 were more than $5.7 billion, of which more than
$3.0 billion were invested in global equities. The portion
of the Portfolio's assets allocated to WorldInvest have been
managed by a team of equity portfolio managers led by Mark
Beale since the Portfolio's inception. Mr. Beale is a
Director and an Equity Investment Manager for WorldInvest
and has been with the firm since 1982.
WorldInvest is entitled to a fee from SFM calculated on
the basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$300 million and .20% of such assets in excess of $300
million.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a wholly
owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each class of the
Portfolios has a separate distribution plan (the "Class A
Plan" and "Class D Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act").
22
<PAGE>
The Trust intends to operate the Plans in accordance with
their terms and with the NASD Rules concerning sales
charges.
The Distribution Agreement and the Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget, and the Class D Plan provides for additional
payments for distribution and shareholder services, as
described below. The budget must be approved and monitored
by the Board of Trustees, including those Trustees who are
not interested persons and have no financial interest in the
Plans or any related agreement ("Qualified Trustees").
Distribution related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities laws registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently, the budget for each
Portfolio is set at an annual rate of .15% of its average
daily net assets.
The Class D Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor at an annual rate of .30% of the
Portfolio's average daily net assets attributable to Class D
shares. This additional payment may be used to compensate
financial institutions that provide distribution-related
services to their customers. These additional payments are
characterized as "compensation," and are not directly tied
to expenses incurred by the Distributor; the payments the
Distributor receives during any year may therefore be higher
or lower than its actual expenses.
These additional payments may be used to compensate the
Distributor for its services in connection with distribution
assistance or provision of shareholder services, and some or
all of it may be used to pay financial institutions and
intermediaries such as banks, savings and loan associations,
insurance companies, and investment counselors, broker-
dealers and the Distributor's affiliates and subsidiaries
for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of
shareholder services. If the Distributor's expenses are less
than its fees under the Class D Plan, the Trust will still
pay the full fee and the Distributor will realize a profit,
but the Trust will not be obligated to pay in excess of the
full fee, even if the Distributor's actual expenses are
higher. Currently the Distributor is taking this additional
compensation payment under the Class D Plan at a rate of
only .25% of each Portfolio's average daily net assets, on
an annualized basis, attributable to Class D shares.
It is possible that an institution may offer different
classes of shares to its customers and thus receive
different compensation with respect to different classes.
These financial institutions may also charge separate fees
to their customers.
The Trust may also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
23
<PAGE>
In addition, the Distributor may, from time to time in
its sole discretion, institute one or more promotional
incentive programs, which will be paid by the Distributor
from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor
will provide promotional incentives, in the form of cash or
other compensation, including merchandise, airline vouchers,
trips and vacation packages, to all dealers selling shares
of the Portfolios. Such promotional incentives will be
offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolios sold by the dealer.
PERFORMANCE ____________________________________________________________________
From time to time, a Portfolio may advertise yield and total
return. These figures are based on historical earnings and
is not intended to indicate future performance. No
representation can be made concerning actual yield or future
returns. The yield of a Portfolio refers to the income
generated by a hypothetical investment, net of any sales
charge imposed in the case of some Class D shares, in such
Portfolio over a thirty day period. This income is then
"annualized," i.e., the income over thirty days is assumed
to be generated over one year and is shown as a percentage
of the investment. The total return of a Portfolio refers to
the average compounded rate of return on a hypothetical
investment for designated time periods (including, but not
limited to, the period from which the Portfolio commenced
operations through the specified date), assuming that the
entire investment is redeemed at the end of each period and
assuming the reinvestment of all dividend and capital gain
distributions.
The performance of the Class D shares of each Portfolio
will normally be lower than that of Class A shares of the
Portfolio because of the additional distribution expenses,
transfer agent expenses and sales charges (when applicable)
charged to Class D shares.
A Portfolio may periodically compare its performance to
that of other mutual funds tracked by mutual fund rating
services (such as Lipper Analytical), or by financial and
business publications and periodicals, broad groups of
comparable mutual funds, unmanaged indices which may assume
investment of dividends but generally do not reflect
deductions for administrative and management costs or to
other investment alternatives. A Portfolio may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may use
long-term performance of these capital markets to
demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in
any of the capital markets. A Portfolio may also quote
financial and business publications and periodicals as they
relate to fund management, investment philosophy and
investment techniques.
A Portfolio may quote various measures of volatility and
benchmark correlation in advertising and may compare these
measures to those of other funds. Measures of volatility
attempt to compare historical share price fluctuations or
total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might
be. Measures of volatility and correlation are calculated
using averages of historical data and cannot be calculated
precisely.
24
<PAGE>
Signature The Transfer Agent may require that the signatures on the
Guarantees written request be guaranteed. You should be able to obtain
a signature guarantee from a bank, broker, dealer, certain
credit unions, securities exchange or association, clearing
agency or savings association. Notaries public cannot
guarantee signatures. The signature guarantee requirement
will be waived if all of the following conditions apply: (1)
the redemption is for not more than $5,000 worth of shares,
(2) the redemption check is payable to the shareholder(s) of
record, and (3) the redemption check is mailed to the
shareholder(s) at his or her address of record. The Trust
and the Transfer Agent reserve the right to amend these
requirements without notice.
Telephone/Wire Redemption orders may be placed by telephone. Neither the
Instructions Trust nor the Transfer Agent will be responsible for any
loss, liability, cost or expense for acting upon wire
instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and the Trust's
Transfer Agent will each employ reasonable procedures to
confirm that instructions communicated by telephone are
genuine, including requiring a form of personal
identification prior to acting upon instructions received by
telephone and recording telephone instructions. The Trust or
the Trust's Transfer Agent may be liable for losses
resulting from fraudulent or unauthorized instructions if it
does not employ these procedures. If market conditions are
extraordinarily active, or other extraordinary circumstances
exist, and you experience difficulties placing redemption
orders by telephone, you may wish to consider placing your
order by other means.
Systematic Please note that if withdrawals exceed income dividends,
Withdrawal Plan your invested principal in the account will be depleted.
("SWP") Thus, depending upon the frequency and amounts of the
withdrawal payments and/or any fluctuations in the net asset
value per share, your original investment could be exhausted
entirely. To participate in the SWP, you must have your
dividends automatically reinvested. You may change or cancel
the SWP at any time, upon written notice to the Transfer
Agent.
How to Close An account may be closed by providing written notice to the
your Account Transfer Agent. You may also close your account by telephone
if you have previously elected telephone options on your
account application.
GENERAL INFORMATION ____________________________________________________________
The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
portfolios of shares and different classes of each
portfolio. Shareholders may purchase shares in each
Portfolio through two separate classes: Class A and Class D,
which provide for variations in distribution and transfer
agent costs, voting rights, dividends, and the imposition of
a sales charge on Class D Shares. This Prospectus offers the
Class D shares of the Trust's Core International Equity
Portfolio, European Equity Portfolio, Pacific Basin Equity
Portfolio, Emerging Markets Equity Portfolio and
International Fixed Income Portfolio. Additional information
pertaining to the Trust may be obtained by writing to SEI
30
<PAGE>
Exhibit 11
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
December 19, 1995
SEI International Trust
680 East Swedesford Road
Wayne, Pennsylvania 19087-1658
Re: Units of Beneficial Interest ("Shares")
of the SEI International Trust
---------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form N-14 (SEC File No. 33-______)
(the "Registration Statement") of the SEI International Trust (the "Trust")
relating to the registration of an indefinite number of units of beneficial
interest of the Trust (collectively, the "Shares").
We have been requested by the Fund to furnish this opinion as Exhibit 11 to the
Registration Statement.
We have examined such records, documents, instruments, certificates of public
officials and of the Trust, made such inquiries of the Trust, and examined such
questions of law as we have deemed necessary for the purpose of rendering the
opinion set forth herein. We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Trust have been duly and
validly authorized by all appropriate action and, upon delivery thereof and
payment therefor in accordance with the Registration Statement, the Shares
will be duly authorized, validly issued, fully paid and nonassessable by
the Trust.
We have not reviewed the securities laws of any state or territory in connection
with the proposed offering of Shares and
<PAGE>
December 19, 1995
Page 2
we express no opinion as to the legality of any offer of sale of Shares under
any such state or territorial securities laws.
This opinion is intended only for your use in connection with the offering of
Shares and may not be relied upon by any other person.
We hereby consent to the inclusion of this opinion as an exhibit to the Trust's
Registration Statement to be filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Morgan Lewis & Bockius LLP
<PAGE>
Exhibit 12
December 19, 1995
SEI International Trust
680 Swedesford Road
Wayne, PA 19087
Gentlemen:
This opinion is being delivered to you in connection with the Agreement and Plan
of Reorganization dated December 4, 1995, among the International Equity
Portfolio, the European Equity Portfolio, and the Pacific Basin Equity
Portfolio (the "Agreement").
Each of the International Equity Portfolio, the European Equity Portfolio and
the Pacific Basin Equity Portfolio (each a "Portfolio") are separate investment
portfolio's of the SEI International Trust. Each Portfolio is taxable as a
regulated investment company under subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). Pursuant to the Agreement, the following
transactions will occur: (1) both the European Equity Portfolio and the Pacific
Basin Equity Portfolio will transfer all of their assets and liabilities to the
International Equity Portfolio in exchange for shares of the International
Equity Portfolio; (2) both the European Equity Portfolio and the Pacific Basin
Equity Portfolio will distribute the International Equity Portfolio shares
received to their respective shareholders in liquidation; and (3) both the
European Equity Portfolio and Pacific Basin Equity Portfolio will be terminated
under state law (together, the "Reorganization").
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Code.
We have acted as legal counsel to the SEI International Trust and each of the
Portfolio's in connection with the Reorganization. As such, and for the purpose
of rendering this opinion, we have examined and are relying upon (without any
independent
<PAGE>
SEI International Trust
December 19, 1995
Page 2
investigation or review thereof) the truth and accuracy, at all relevant times,
of the statements, covenants, representations and warranties contained in the
following documents:
A. The Agreement;
B. The Registration Statement on Form N-14 (File No. - ),
including the Joint Proxy Statement/Prospectus included therein (the
"Registration Statement"); and
C. Such other instruments and documents related to the formation,
organization and operation of the European Equity Portfolio, the Pacific Basin
Equity Portfolio, and the International Equity Portfolio or to the consummation
of the Reorganization and the transactions contemplated thereby as we have
deemed necessary or appropriate.
In preparing our opinion we have reviewed such federal income tax authority as
we deemed relevant under the circumstances. Further, for purposes of this
opinion, we have assumed, with your permission and without independent
investigation, the following:
1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time of the Reorganization) due execution
and delivery of all documents where due execution and delivery are prerequisites
to effectiveness thereof.
2. The total fair market value of the International Equity Portfolio
Shares received by European Equity Portfolio or Pacific Basin Equity Portfolio
shareholders will be approximately equal to the fair market value of the
European Equity Portfolio or Pacific Basin Equity Portfolio Shares surrendered
in the Reorganization.
3. The International Equity Portfolio will acquire at least 90% of
the fair market value of the net assets and at least 70% of the fair market
value of the gross assets held by each of the European Equity Portfolio and
Pacific Basin Equity Portfolio immediately prior to the Reorganization.
4. To the best knowledge of the management of the European Equity
Portfolio and the Pacific Basin Equity Portfolio,
<PAGE>
SEI International Trust
December 19, 1995
Page 3
there is no plan or intention on the part of either the European Equity
Portfolio or the Pacific Basin Equity Portfolio shareholders, respectively, to
sell, exchange, or otherwise dispose of a number of International Equity
Portfolio Shares received in the Reorganization that would reduce either the
European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders'
ownership of International Equity Portfolio Shares to a number of shares having
a value, as of the date of the Reorganization, of less than 50 percent of the
value of all the formerly outstanding European Equity Portfolio or Pacific Basin
Equity Portfolio Shares as of the same date.
5. The International Equity Portfolio has no plan or intention to
reacquire any of the International Equity Portfolio Shares issued in the
Reorganization or to make any extraordinary distribution in respect of its
capital stock.
6. The International Equity Portfolio has no plan or intention to
sell or otherwise dispose of any of the assets of the European Equity Portfolio
or the Pacific Basin Equity Portfolio acquired in the transaction, except for
dispositions made in the ordinary course of business or transfers described in
section 368(a)(2)(C) of the Internal Revenue Code.
7. Each of the European Equity Portfolio and the Pacific Basin
Equity Portfolio will distribute the stock, securities and other property it
receives in the transaction, and its other properties, in pursuance of the plan
of reorganization.
8. The liabilities of the European Equity Portfolio or the Pacific
Basin Equity Portfolio assumed by the International Equity Portfolio as a
result of the Reorganization and the liabilities to which the transferred
assets of the European Equity Portfolio or the Pacific Basin Equity Portfolio
are subject were incurred by the European Equity Portfolio or the Pacific Basin
Equity Portfolio in the ordinary course of its business.
9. Following the Reorganization, the International Equity Portfolio
will continue the historic business of the European Equity Portfolio and the
Pacific Basin Equity Portfolio or use a significant portion of the European
Equity Portfolio and the Pacific Basin Equity Portfolio's historic business
assets in a business.
<PAGE>
SEI International Trust
December 19, 1995
Page 4
10. The International Equity Portfolio, the European Equity
Portfolio, the Pacific Basin Equity Portfolio and the European Equity Portfolio
and Pacific Basin Equity Portfolio shareholders will each pay their respective
expenses, if any, incurred in connection with the transaction.
11. There is no intercorporate indebtedness existing between either
the European Equity Portfolio or the Pacific Basin Equity Portfolio and the
International Equity Portfolio that was issued, acquired or will be settled at
a discount.
12. Neither the European Equity Portfolio nor the Pacific Basin
Equity Portfolio is under the jurisdiction of a court in a Title 11 or similar
case within the meaning of Section 368(a)(3)(A) of the Code.
13. The International Equity Portfolio does not own, directly or
indirectly, nor has it owned during the past five years, directly or
indirectly, any stock of the European Equity Portfolio or the Pacific Basin
Equity Portfolio.
14. The fair market value of the assets of the European Equity
Portfolio and the Pacific Basin Equity Portfolio transferred to the
International Equity Portfolio will equal or exceed the sum of the liabilities
assumed by the International Equity Portfolio, plus the amount of liabilities,
if any, to which the transferred assets are subject.
Based on the foregoing items and subject to the assumptions,
exceptions, limitations and qualifications set forth herein, we are of the
opinion that, for federal income tax purposes:
A. The Reorganization will constitute a "reorganization" within the
meaning of Section 368(a) of the Code;
B. No gain or loss will be recognized to the European Equity
Portfolio or the Pacific Basin Equity Portfolio shareholders upon receipt of
International Equity Portfolio Shares in liquidation of their the European
Equity Portfolio Shares or Pacific Basin Equity Portfolio Shares pursuant to
the Reorganization;
<PAGE>
SEI International Trust
December 19, 1995
Page 5
C. To the extent that they hold their the European Equity Portfolio
or the Pacific Basin Equity Portfolio Shares as capital assets, the European
Equity Portfolio or the Pacific Basin Equity Portfolio shareholders receiving
International Equity Portfolio Shares pursuant to the Reorganization will
include their holding period for the European Equity Portfolio or the Pacific
Basin Equity Portfolio Shares in computing their holding periods for such
International Equity Portfolio Shares; and
D. The tax basis of the International Equity Portfolio shares
received by the European Equity Portfolio or the Pacific Basin Equity Portfolio
shareholders in the Reorganization will be the same as the tax basis such
shareholders had in their Pacific Basin Equity Portfolio or European Equity
Portfolio shares prior to the Reorganization.
In addition to the assumptions set forth above, this opinion is subject to the
exceptions, limitations and qualifications set forth below.
1. This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will not
assert a contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, will not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of any
new developments in the application or interpretation of the federal income tax
laws.
2. No opinion is expressed as to any transaction other than the
Reorganization as described in the Agreement or to any transaction whatsoever,
including the Reorganization, if all the transactions described in the Agreement
are not consummated in accordance with the terms of such Agreement and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this
<PAGE>
SEI International Trust
December 19, 1995
Page 6
opinion is incorrect, our opinion might be adversely affected and may not be
relied upon.
3. This opinion has been delivered to you for the purpose of
complying with Securities and Exchange Commission requirements relating to the
offering of the International Equity Portfolio Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement to register the International Equity Portfolio Shares to be issued to
the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders
in connection with the Reorganization, and further consent to the use of our
name wherever appearing in the Registration Statement, including the Prospectus
constituting a part thereof, and any amendment thereto. In giving such opinion,
we do not thereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Combined
Prospectus/Proxy Statement and the Statement of Additional Information,
constituting parts of this Registration Statement on Form N-14, of our report
dated April 11, 1995 relating to the financial statements, including the
financial highlights, appearing in the February 28, 1995 Annual Report to
Shareholders of SEI International Trust, which is also incorporated by reference
into the Registration Statement. We also consent to the reference to us under
the headings "Financial Highlights", "Additional Information" and "Financial
Statements and Experts" in the Combined Prospectus/Proxy Statement and
"Financial Statements" in the Statement of Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
December 22, 1995
<PAGE>
SEI INTERNATIONAL TRUST
AUGUST 31, 1995
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference.
A Statement of Additional Information dated June 28, 1995 and amended August
31, 1995, has been filed with the Securities and Exchange Commission and is
available without charge through the Distributor, SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-
5734. The Statement of Additional Information is incorporated into this
Prospectus by reference.
SEI International Trust (the "Trust") is an open-end investment management
company that offers financial institutions a convenient means of investing
their own funds or funds for which they act in a fiduciary, agency or custodial
capacity in professionally managed diversified and non-diversified portfolios
of securities. A portfolio may offer separate classes of shares that differ
from each other primarily in the allocation of certain distribution expenses
and minimum investments. This Prospectus offers the Class A shares of the
equity and fixed income portfolios (the "Portfolios" and each of these, a
"Portfolio") listed above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ----------------------------------------------------------------------
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY IN-
SURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RE-
SERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES
INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT IN-
VESTED.
- ----------------------------------------------------------------------
<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
<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, and certain of the advisers, have waived, on a voluntary
basis, a portion of their fee, and the management/advisory fees shown reflect
these voluntary waivers. SFM and the advisers each reserve 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 fee payable by Class A shares
for each Portfolio is .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, 1.63% for the European Equity Portfolio, 1.72% for the Pacific
Basin Equity Portfolio, 2.85% for the Emerging Markets Equity Portfolio and
1.33% 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 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>
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 -- --
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>
FINANCIAL HIGHLIGHTS ___________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated April 11, 1995 on
the Trust's financial statements as of April 11, 1995 included in the Trust's
Statement of Additional Information under "Financial Information." Additional
performance information is contained in the 1995 Annual Report to Shareholders
and is available upon request and without charge by calling 1-800-342-5734.
This information should be read in conjunction with the Trust's financial
statements and notes thereto.
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORE INTERNATIONAL EQUITY PORTFOLIO
-------- --------------------------------------------------
3/1/94 3/1/93 3/1/92 3/1/91 3/1/90 12/20/89
to to to to to to
2/28/95 2/28/94 2/28/93 2/29/92 2/28/91 2/28/90 /1/
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Begin-
ning of Period $11.00 $8.93 $9.09 $9.56 $9.62 $10.00
- ---------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income
(Loss) 0.15 0.13 0.16 0.19 0.18 0.04
Net Realized and
Unrealized Gains
(Losses) (0.97) 2.05 0.04 (0.36) (0.14) (0.42)
- ---------------------------------------------------------------------------------------
Total from Investment
Operations (0.82) 2.18 0.20 (0.17) 0.04 (0.38)
- ---------------------------------------------------------------------------------------
Less Distributions:
Distributions from Net
Investment Income /2/ -- (0.11) (0.36) (0.30) -- --
Distributions from Re-
alized Capital Gains (0.59) -- -- -- (0.01) --
Return of Capital -- -- -- -- (0.09) --
- ---------------------------------------------------------------------------------------
Total Distributions (0.59) (0.11) (0.36) (0.30) (0.10) --
- ---------------------------------------------------------------------------------------
Net Asset Value, End of
Period $9.59 $11.00 $8.93 $9.09 $9.56 $9.62
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Total Return (7.67)% 24.44% 2.17% (1.63)% 0.36% (3.70)%
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Ratios and Supplemental
Data:
Net Assets, End of Pe-
riod (000) $328,503 $503,498 $178,287 $92,456 $35,829 $8,661
Ratio of Expenses to
Average Net Assets 1.19% 1.10% 1.10% 1.10% 1.10% 1.10%
Ratio of Expenses to
Average Net Assets
(Excluding Waivers) 1.21% 1.24% 1.53% 1.52% 1.64% 5.67%
Ratio of Net Invest-
ment Income (Loss) to
Average Net Assets 1.30% 1.46% 1.80% 2.07% 3.52% 3.13%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets (Excluding
Waivers) 1.28% 1.32% 1.37% 1.63% 2.98% (1.44)%
Portfolio Turnover
Rate 64% 19% 23% 79% 14% --%
- ---------------------------------------------------------------------------------------
</TABLE>
1 The Core International Equity Class A shares were offered beginning December
20, 1989. All ratios and total return for the period have been annualized.
2 Distributions from net investment income include distributions of certain
foreign currency gains and losses.
3
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED) _______________________________________________
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EUROPEAN PACIFIC BASIN EMERGING MARKETS INTERNATIONAL
EQUITY PORTFOLIO EQUITY PORTFOLIO EQUITY PORTFOLIO FIXED INCOME PORTFOLIO
---------------- ---------------- ---------------- --------------------------
4/29/94 4/29/94 1/17/95 3/1/94 9/1/93
to to to to to
2/28/95 /1/ 2/28/95 /2/ 2/28/95 /3/ 2/28/95 2/28/94 /4/
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Begin-
ning of Period $10.00 $10.00 $10.00 $10.23 $10.00
- --------------------------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income 0.06 (0.02) 0.01 0.43 0.15
Net Realized and
Unrealized Gains
(Losses) (0.11) (1.25) 0.26 0.40 0.17
- --------------------------------------------------------------------------------------------------------
Total from Investment
Operations (0.05) (1.27) 0.27 0.83 0.32
- --------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions from Net
Investment Income /5/ (0.05) -- -- (0.62) (0.09)
Distributions from Re-
alized Capital Gains -- -- -- (0.02) --
Return of Capital -- -- -- -- --
- --------------------------------------------------------------------------------------------------------
Total Distributions (0.05) -- -- (0.64) (0.09)
- --------------------------------------------------------------------------------------------------------
Net Asset Value, End of
Period $9.90 $8.73 $10.27 $10.42 $10.23
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Total Return (0.40)% (12.70)% 2.70% 8.43% 6.41%
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Ratios and Supplemental
Data:
Net Assets, End of Pe-
riod (000) $36,278 $33,048 $5,300 $42,580 $ 23,678
Ratio of Expenses to
Average Net Assets 1.30% 1.30% 1.95% 1.00% 1.00%
Ratio of Expenses to
Average Net Assets
(Excluding Waivers) 1.57% 1.68% 4.98% 1.30% 1.61%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets 1.02% (0.41)% 1.79% 4.68% 3.81%
Ratio of Net
Investment Income
(Loss) to Average Net
Assets (Excluding
Waivers) 0.75% (0.79)% (1.24)% 4.38% 3.20%
Portfolio Turnover
Rate 29% 9% -- 303% 126%
- --------------------------------------------------------------------------------------------------------
</TABLE>
1 The European Equity Class A shares were offered beginning April 29, 1994. All
ratios and total return for the period have been annualized.
2 The Pacific Basin Equity Class A shares were offered beginning April 29,
1994. All ratios and total return for the period have been annualized.
3 The Emerging Markets Equity Class A shares were offered beginning January 17,
1995. All ratios for that period have been annualized.
4 The International Fixed Income Class A shares were offered beginning
September 1, 1993. All ratios and total return for the period have been
annualized.
5 Distributions from net investment income include distributions of certain
foreign currency gains and losses.
4
<PAGE>
THE TRUST ______________________________________________________________________
SEI International Trust (the "Trust") is an open-end management investment
company that has diversified and non-diversified portfolios. The Trust offers
units of beneficial interest ("shares") in separate investment portfolios. Each
Portfolio has two separate classes of shares, Class A and Class D, which
provide for variations in distribution and transfer agent costs, sales charges,
voting rights and dividends. This prospectus offers Class A shares of the
Trust's Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios (the
"Portfolios" and each of these, a "Portfolio"). Additional information
pertaining to the Trust may be obtained by writing to SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-
5734.
INVESTMENT OBJECTIVES AND POLICIES _____________________________________________
CORE The Core International Equity Portfolio seeks to provide
INTERNATIONAL long-term capital appreciation by investing primarily in a
EQUITY diversified portfolio of equity securities of non-U.S.
issuers.
Under normal circumstances, at least 65% of the Core
International Equity Portfolio's assets will be invested in
equity securities of non-U.S. issuers located in at least
three countries other than the United States.
EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term
capital appreciation by investing primarily in a diversified
portfolio of equity securities of European issuers.
Under normal circumstances, at least 65% of the European
Equity Portfolio's assets will be invested in equity
securities of European issuers. The Portfolio's advisers
consider European issuers to be companies the securities of
which are principally traded in the European capital
markets; that derive at least 50% of their total revenue
from either goods produced or services rendered in countries
located in Europe, regardless of where the securities of
such companies are principally traded; or that are organized
under the laws of and have a principal office in a European
country.
PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long-
EQUITY term capital appreciation by investing primarily in a
diversified portfolio of equity securities of Pacific Basin
issuers.
Under normal circumstances, at least 65% of the Pacific
Basin Equity Portfolio's assets will be invested in equity
securities of Pacific Basin issuers. The Portfolio's
advisers consider Pacific Basin issuers to be companies the
securities of which are principally traded in the capital
markets of Pacific Basin countries; that derive at least 50%
of their total revenue from either goods produced or
services rendered in Pacific Basin countries, regardless of
where the securities of such companies are principally
traded; or that are organized under the laws of and have a
principal office in a Pacific Basin country.
5
<PAGE>
EMERGING The Emerging Markets Equity Portfolio seeks to provide
MARKETS EQUITY capital appreciation by investing primarily in a diversified
portfolio of equity securities of emerging market issuers.
Under normal circumstances, at least 65% of the Emerging
Markets Equity Portfolio's assets will be invested in equity
securities of emerging market issuers. Under normal
conditions, the Portfolio maintains investments in at least
six emerging market countries and does not invest more than
35% of its total assets in any one emerging market country.
For these purposes, the Portfolio defines an emerging market
country as any country the economy and market of which the
World Bank or the United Nations considers to be emerging or
developing. The Portfolio's advisers consider emerging
market issuers to be companies the securities of which are
principally traded in the capital markets of emerging market
countries: that derive at least 50% of their total revenue
from either goods produced or services rendered in emerging
market countries, regardless of where the securities of such
companies are principally traded; or that are organized
under the laws of and have a principal office in an emerging
market country.
INTERNATIONAL The International Fixed Income Portfolio seeks to provide
FIXED INCOME capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.
Under normal circumstances, at least 65% of the
International Fixed Income Portfolio's assets will be
invested in high quality foreign government and foreign
corporate fixed income securities or debt obligations of
issuers located in at least three countries other than the
United States.
There is no assurance that the Portfolios will achieve
their respective objectives.
GENERAL INVESTMENT POLICIES AND RISK FACTORS ___________________________________
CORE The Core International Equity Portfolio may enter into
INTERNATIONAL forward foreign currency contracts as a hedge against
EQUITY possible variations in foreign exchange rates. A forward
foreign currency contract is a commitment to purchase or
sell a specified currency, at a specified future date, at a
specified price. The Portfolio may enter into forward
foreign currency contracts to hedge a specific security
transaction or to hedge a portfolio position. These
contracts may be bought or sold to protect the Portfolio, to
some degree, against a possible loss resulting from an
adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio also may
invest in options on currencies.
Securities of non-U.S. issuers purchased by the Portfolio
may be purchased in foreign markets, on U.S. registered
exchanges, the over-the-counter market or in the form of
sponsored or unsponsored American Depositary Receipts
("ADRs") traded on registered exchanges or NASDAQ or
sponsored or unsponsored European Depositary Receipts
6
<PAGE>
("EDRs"), Continental Depositary Receipts ("CDRs") or Global
Depositary Receipts ("GDRs"). The Portfolio will typically
invest in equity securities listed on recognized foreign
exchanges, but may also invest in securities traded in over-
the-counter markets. The Portfolio expects its investments
to emphasize both large and intermediate capitalization
companies.
The Portfolio expects to be fully invested in its primary
investments, described above, but may invest up to 35% of
its total assets in U.S. or non-U.S. cash reserves; money
market instruments; swaps; options on securities, non-U.S.
indices and currencies; futures contracts, including stock
index futures contracts; and options on futures contracts.
Permissible money market instruments include securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities; securities issued or
guaranteed by non-U.S. governments, which are rated at time
of purchase A or higher by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's"), or
are determined by the advisers to be of comparable quality;
repurchase agreements; certificates of deposit and bankers'
acceptances issued by banks or savings and loan associations
having net assets of at least $500 million as of the end of
their most recent fiscal year; high-grade commercial paper;
and other long- and short-term debt instruments, which are
rated at time of purchase A or higher by S&P or Moody's, and
which, with respect to such long-term debt instruments, are
within 397 days of their maturity.
This Portfolio is also permitted to acquire floating and
variable rate securities, purchase securities on a when-
issued or delayed delivery basis and invest up to 10% of its
total assets in illiquid securities. Although permitted to
do so, this Portfolio does not currently intend to invest in
securities issued by passive foreign investment companies or
to engage in securities lending.
For temporary defensive purposes, when an adviser
determines that market conditions warrant, it may invest up
to 50% of the assets of the Portfolio for which it is
responsible in the U.S. and non-U.S. money market
instruments described above and other U.S. and non-U.S.
long- and short-term debt instruments which are rated BBB or
higher by S&P or Baa or higher by Moody's at the time of
purchase, or are determined by the advisers to be of
comparable quality; may invest a portion of such assets in
cash; and may invest such assets in securities of
supranational entities which are rated A or higher by S&P or
Moody's at the time of purchase or are determined by the
advisers to be of comparable quality.
Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative
characteristics as well.
EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have
PACIFIC BASIN the same general investment policies as the Core
EQUITY International Equity Portfolio. Investments in equity
securities of European or Pacific Basin issuers could
include securities of companies located in and governments
of developing countries (possibly including countries
formerly controlled by communist governments), and such
securities may be traded in emerging markets.
7
<PAGE>
Investments in any such emerging markets or less developed
countries, including investments in former communist
countries, will not exceed 5% of a Portfolio's total assets
at the time of purchase.
Furthermore, each Portfolio may enter into foreign
currency contracts to hedge a specific security transaction,
to hedge a portfolio position or to adjust the Portfolio's
currency exposure. In addition, each Portfolio may invest in
futures contracts and swaps and may purchase securities on a
when-issued or delayed delivery basis. The Portfolio may
also purchase and write options to buy or sell futures
contract.
Securities of non-U.S. issuers purchased by these
Portfolios may be purchased in foreign markets, on U.S.
registered exchanges, the over-the-counter market or in the
form of sponsored or unsponsored ADRs traded on registered
exchanges or NASDAQ or sponsored or unsponsored EDRs, CDRs
or GDRs. The Portfolios will typically invest in equity
securities listed on recognized foreign exchanges, but may
also invest in securities traded in over-the-counter
markets.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, each Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and other U.S. and
non-U.S. long- and short-term debt instruments which are
rated A or higher by S&P or Moody's at the time of purchase,
or are determined by the advisers to be of comparable
quality; may hold a portfolio of its assets in cash; and may
invest in securities of supranational entities which are
rated A or higher by S&P or Moody's at the time of purchase
or are determined by the advisers to be of comparable
quality.
The advisers' approach to selecting the equity securities
in which the European Equity Portfolio will invest is
fundamental and stock driven; portfolio managers and
analysts concentrate primarily on finding the best stock
ideas, premised on undervalued growth, that exist in the
advisers' stock universe and which satisfy their growth
oriented screening process. After the generation of stock
ideas and the initial stage of portfolio construction,
country exposure and the industry concentration of the
Portfolio are reviewed to ensure proper diversification.
The advisers' approach to selecting the equity securities
in which the Pacific Basin Equity Portfolio will invest is
to place great emphasis on a research driven process based
upon its belief that stock market returns reflect underlying
fundamentals. In managing a Pacific Basin portfolio, the
advisers view the region in two parts: Japan and all other
areas. In Japan, the dominant economy and stock market in
the region, there is a strong emphasis on stock selection
with small- to medium-sized companies playing an important
role during specific cycles of the Japanese economy. In
considering opportunities throughout the rest of the region,
the advisers aim to capitalize on the faster growth rates
occurring outside Japan and a rapidly expanding universe of
securities.
EMERGING In addition to its primary investments, described above, the
MARKETS EQUITY Portfolio may invest up to 35% of its total assets in debt
securities, including up to 5% of its total assets in debt
8
<PAGE>
securities rated below investment grade. These debt
securities will include debt securities of emerging market
companies. Bonds rated below investment grade are often
referred to as "junk bonds." Such securities involve greater
risk of default or price declines than investment grade
securities.
The Portfolio may invest in certain debt securities
issued by the governments of emerging market countries that
are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs
sponsored by such governments.
The Portfolio may invest up to 10% of its total assets in
illiquid securities. The Portfolio's advisers believe that
carefully selected investments in joint ventures,
cooperatives, partnerships, private placements, unlisted
securities and other similar situations (collectively,
"special situations") could enhance the Portfolio's capital
appreciation potential. Investments in special situations
may be illiquid, as determined by the Portfolio's advisers
based on criteria approved by the Board of Trustees. To the
extent these investments are deemed illiquid, the
Portfolio's investment in them will be consistent with its
10% restriction on investment in illiquid securities.
The Portfolio may invest up to 10% of its total assets in
shares of other investment companies.
The Portfolio may invest in futures contracts and
purchase securities on a when-issued or delayed delivery
basis. The Portfolio may also purchase and write options to
buy or sell futures contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 20% of its total assets in the equity
securities of companies constituting the Morgan Stanley
Capital International Europe, Australia, Far East Index (the
"EAFE Index"). These companies typically have larger average
market capitalizations than the emerging market companies in
which the Portfolio generally invests.
The Emerging Markets Equity Portfolio uses a proprietary,
quantitative asset allocation model created by its sub-
adviser. This model employs mean-variance optimization, a
process used in developed markets based on modern portfolio
theory and statistics. Mean-variance optimization helps
determine the percentage of assets to invest in each country
to maximize expected returns for a given risk level. The
Portfolio invests in those countries that the advisers
expect to have the highest risk/reward tradeoff when
incorporated into a total portfolio context. The advisers
attempt to construct a portfolio of emerging market
investments that approximates the risk level of an
internationally diversified portfolio of securities in
developed markets. This "top-down" country selection is
combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly
available information, and company visits.
The Portfolio's investments in emerging markets can be
considered speculative, and therefore may offer higher
potential for gains and losses than developed markets of the
9
<PAGE>
world. With respect to any emerging country, there is the
greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government
regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies
of such countries or investments in such countries. The
economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade
barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or
negotiated by the countries with which they trade.
INTERNATIONAL The fixed income securities in which the International Fixed
FIXED INCOME Income Portfolio may invest are (i) fixed income securities
issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political
subdivisions; (ii) fixed income securities issued or
guaranteed by supranational entities; (iii) fixed income
securities issued by foreign corporations; (iv) convertible
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. The Portfolio may also purchase and
write options to buy or sell futures contracts. The
Portfolio also may enter into forward currency contracts,
purchase securities on a when-issued or delayed delivery
basis and engage in short selling. The Portfolio may invest
up to 10% of its total assets in illiquid securities.
Furthermore, although the Portfolio will concentrate its
investments in relatively developed countries, the Portfolio
may invest up to 5% of its assets in similar securities or
debt obligations that are denominated in the currencies of
developing countries and that are of comparable quality to
such securities and debt obligations at the time of purchase
as determined by the advisers.
There are no restrictions on the average maturity of the
International Fixed Income Portfolio or the maturity of any
single instrument. Maturities may vary widely depending on
the 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 the 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
10
<PAGE>
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.
Fixed income securities rated BBB by S&P or Baa by
Moody's lack outstanding investment characteristics, and
have speculative characteristics as well.
Under normal circumstances the portfolio turnover rate
for this Portfolio is expected to exceed 100% per year.
Short-term gains realized from portfolio transactions are
taxable to shareholders as ordinary income. In addition,
higher portfolio turnover rates can result in corresponding
increases in portfolio transaction costs. The Portfolio will
not consider portfolio turnover a limiting factor in
implementing investment decisions which are consistent with
the Portfolio's objectives and policies.
For additional information regarding the Portfolios'
permitted investments see "Description of Permitted
Investments and Risk Factors" in this Prospectus and
"Description of Permitted Investments" in the Statement of
Additional Information. For a description of the above
ratings see the Statement of Additional Information.
INVESTMENT LIMITATIONS _________________________________________________________
The investment objective and investment limitations are
fundamental policies of the Portfolios. Fundamental policies
cannot be changed with respect to the Trust or a Portfolio
11
<PAGE>
without the consent of the holders of a majority of the
Trust's or that Portfolio's outstanding shares.
The Core International Equity, European Equity, Pacific
Basin Equity and Emerging Markets Equity Portfolios may not:
1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies
or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of
such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer.
2. Purchase any securities which would cause more than 25%
of its total assets to be invested in the securities of
one or more issuers conducting their principal business
activities in the same industry, provided that this
limitation does not apply to investments in securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities.
3. Borrow money in an amount exceeding 33 1/3% of the value
of its total assets, provided that, for purposes of this
limitation, investment strategies which either obligate a
Portfolio to purchase securities or require a Portfolio
to segregate assets are not considered to be borrowings.
To the extent that its borrowings exceed 5% of its
assets, (i) all borrowings will be repaid before making
additional investments and any interest paid on such
borrowings will reduce income, and (ii) asset coverage of
at least 300% is required.
The International Fixed Income Portfolio may not:
1. 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.
2. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the value
of the total assets of the Portfolio. This borrowing
provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate substantial
redemption requests if they should occur and is not for
investment purposes. All borrowings will be repaid before
making additional investments for the Portfolio and any
interest paid on such borrowings will reduce the income
of the Portfolio.
For purposes of the industry concentration limitations
discussed above, these definitions apply to each Portfolio,
and for purposes of the International Fixed Income
Portfolio, these limitations form part of the fundamental
limitation: (i) utility companies will be divided according
to their services, for example, gas, gas transmission,
electric and
12
<PAGE>
telephone will each be considered a separate industry;
(ii) financial service companies will be classified
according to 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 in the same industry.
The foregoing percentage limitations will apply at the
time of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional
Information.
THE MANAGER AND SHAREHOLDER SERVICING AGENT ____________________________________
SEI Financial Management Corporation ("SFM"), provides the
Trust with overall management services, regulatory
reporting, all necessary office space, equipment, personnel
and facilities, and acts as dividend disbursing agent and
shareholder servicing agent. SFM also serves as transfer
agent (the "Transfer Agent") to certain classes of the
Trust.
For its management services, SFM is entitled to a fee
which is calculated daily and paid monthly at an annual rate
of .45% of the average daily net assets of the Core
International Equity Portfolio, .65% of the average daily
net assets of the European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios and .60% of the average
daily net assets of the International Fixed Income
Portfolio. SFM has voluntarily agreed to waive all or a
portion of its fees and if necessary, reimburse other
operating expenses in order to limit the total operating
expenses of each Portfolio. SFM reserves the right to
terminate these voluntary fee waivers at any time in its
sole discretion. The management and advisory fees 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.
For the fiscal year ended February 28, 1995, the
Portfolios paid SFM fees (shown here as a percentage of
average daily net assets after fee waivers) as follows: Core
International Equity--.56%; European Equity--.53%; Pacific
Basin Equity--.42%; and International Fixed Income--.35%.
For the fiscal year ended February 28, 1995, SFM waived all
management fees and reimbursed the Emerging Markets Equity
Portfolio 2.38% of its average daily net assets.
THE ADVISERS ___________________________________________________________________
Under advisory agreements with the Trust (the "Advisory
Agreements") SFM acts as the investment adviser for the Core
International Equity, European Equity, Pacific Basin Equity
and Emerging Markets Equity Portfolios and Strategic Fixed
Income L.P. acts as the investment adviser for the
International Fixed Income Portfolio. These investment
advisers
13
<PAGE>
are referred 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 program.
In addition, SFM has general oversight responsibility for
the investment advisory services provided to the Portfolios,
including formulating the Portfolios' investment policies
and analyzing economic trends affecting the Portfolios. SFM
is also responsible for managing the allocations of assets
among the Portfolio's sub-advisers and directing and
evaluating the investment services provided by the sub-
advisers, including their adherence to each Portfolio's
respective investment objective and policies and each
Portfolio's investment performance. In accordance with each
Portfolio's investment objective and policies, and under the
supervision of the adviser and the Trust's Board of
Trustees, each sub-adviser is responsible for the day-to-day
investment management of all or a discrete portion of the
assets of a Portfolio. SFM and the sub-advisers are
authorized to make investment decisions for the Portfolios
and place orders on behalf of the Portfolios to effect the
investment decisions made.
SFM is currently seeking an exemptive order from the
Securities and Exchange Commission (the "SEC") that would
permit SFM, with the approval of the Trust's Board of
Trustees, to retain sub-advisers for a Portfolio without
submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. If granted, exemptive relief would
permit the disclosure of only the aggregate amount payable
by SFM under all such sub-advisory agreements. A Portfolio
will notify shareholders in the event of any addition or
change in the identity of its sub-advisers. Until or unless
this exemptive order is granted, if one of the advisers is
terminated or departs from a Portfolio with multiple
advisers, the Portfolio will handle such termination or
departure in one of two ways. First, the Portfolio may
propose that a new adviser be appointed to manage that
portion of the Portfolio's assets managed by the departing
adviser. In this case, the Portfolio would be required to
submit to the vote of the Portfolio's shareholders the
approval of an investment advisory contract with the new
adviser. In the alternative, the Portfolio may decide to
allocate the departing adviser's assets among the remaining
advisers. This allocation would not require new investment
advisory contracts with the remaining advisers, and
consequently no shareholder approval would be necessary.
SEI FINANCIAL SFM acts as the investment adviser for the Core
MANAGEMENT International Equity, European Equity, Pacific Basin Equity
CORPORATION and Emerging Markets Equity Portfolios. SFM is a wholly-
owned subsidiary of SEI Corporation ("SEI"), a financial
services company located in Wayne, Pennsylvania. The
principal business address of SFM is 680 East Swedesford
Road, Wayne, Pennsylvania 19087-1658. SEI was founded in
1968 and is a leading provider of investment solutions to
banks, institutional investors, advisers and insurance
companies. Affiliates of SFM have provided consulting advice
to institutional investors for more than 20 years, including
advice regarding selection and evaluation of investment
14
<PAGE>
advisers. SFM currently serves as manager or administrator
to more than 26 investment companies, including more than
220 portfolios, which investment companies had more than $48
billion in assets as of March 31, 1995.
SFM is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of .475% of the Core
International Equity and European Equity Portfolios' average
daily net assets, .55% of the Pacific Basin Equity
Portfolio's average daily net assets and 1.05% of the
Emerging Markets Equity Portfolio's average daily net
assets. For the fiscal year ended February 28, 1995, SFM
received the following advisory fees (shown here as a
percentage of average daily net assets): Core International
Equity Portfolio .475% and Emerging Markets Equity Portfolio
1.05%.
STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment
INCOME L.P. adviser to the International Fixed Income Portfolio. SFI is
a limited partnership formed in 1991 under the laws of the
State of Delaware, to manage multi-currency fixed income
portfolios. The general partner of the firm is Kenneth
Windheim and the limited partner is Strategic Investment
Management ("SIM"). As of March 1, 1995, SFI manages $4
billion of client assets under management. Together, SFI and
SIM managed over $15 billion in client assets as of that
date. The principal address of SFI is 1001 Nineteenth Street
North, 16th Floor, Arlington, Virginia 22209.
Kenneth Windheim, President of SFI has been the portfolio
manager of the Portfolio since its inception in 1991. Mr.
Windheim is assisted by Gregory Barnett and David Jallits,
Directors of SFI and portfolio managers of the Portfolio
since April 1994. Prior to forming SFI, Kenneth Windheim
managed a global fixed income portfolio at Prudential Asset
Management. Prior to joining SFI, Gregory Barnett was
portfolio manager for the Pilgrim Multi-Market Income Fund
with active use of foreign exchange option strategies. Prior
to that he was vice president and senior fixed income
portfolio manager at Lexington Management. Prior to joining
SFI, David Jallits was Senior Portfolio Manager for a hedge
fund at Teton Partners. From 1982 to 1994, he was Vice
President and Global Fixed Income Portfolio Manager at The
Putnam Companies.
SFI is entitled to a fee, which is calculated daily and
paid monthly by the Portfolio, at an annual rate of .30% of
the average daily net assets of the International Fixed
Income Portfolio. SFI has voluntarily agreed to waive all or
a portion of its fee in order to limit the total operating
expenses of the Portfolio. SFI reserves the right to
terminate its voluntary waiver at any time in its sole
discretion. For the fiscal year ended February 28, 1995, the
Portfolio paid advisory fees of .25% of its average daily
net assets.
THE SUB-ADVISERS _______________________________________________________________
ACADIAN ASSET
MANAGEMENT, Acadian Asset Management, Inc. ("Acadian") act as a sub-
INC. adviser for the Core International Equity Portfolio pursuant
to a sub-advisory agreement with SFM. In accordance with the
15
<PAGE>
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 Equity
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.
MONTGOMERY Montgomery Asset Management, L.P. ("MAM') acts as the sub-
ASSET adviser for the Emerging Markets Equity Portfolio. In
MANAGEMENT, accordance with the Portfolio's investment objective and
L.P. policies and under the supervision of SFM and the Trust's
Board of Trustees, MAM is responsible for the day-to-day
investment management of the Portfolio and places orders on
behalf of the Portfolio to effect the investment decisions
made.
MAM is an independent affiliate of Montgomery Securities,
a San Francisco based investment banking firm. As of March
31, 1995, MAM had approximately $4.5 billion in assets under
management. MAM has over four years experience providing
investment management services. The principal address of MAM
is 600 Montgomery Street, San Francisco, CA 94111.
Josephine S. Jimenez and Bryan L. Sudweeks share primary
responsibility for the Emerging Markets Equity Portfolio.
Ms. Jimenez and Mr. Sudweeks have thirteen and six years
experience, respectively, in emerging markets investment.
Both joined MAM in 1991.
MAM is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .90% of the first $50 million in assets
and .55% of the assets in excess of $50 million. For the
fiscal year ended February 28, 1995, MAM received a sub-
advisory fee of .98% of the Portfolio's average net assets.
16
<PAGE>
MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as
INVESTMENT the investment sub-adviser for the European Equity
SERVICES Portfolio. MG, a subsidiary of Morgan Grenfell Asset
LIMITED Management Limited, managed over $9.5 billion in assets as
of December 31, 1994. Morgan Grenfell Asset Management
Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a
German financial services conglomerate, managed over $48
billion in assets as of December 31, 1994. MG has over 11
years experience in managing international portfolios for
North American clients. Morgan Grenfell Asset Management
employs more than 15 European investment professionals. MG
attempts to exploit perceived inefficiencies present in the
European markets with original research and an emphasis on
stock selection. The principal address of MG is 20 Finsbury
Circus, London, England, EC2M 1NB.
Julian R. Johnston and Jeremy G. Lodwick have shared
primary responsibility for the European Equity Portfolio
since its inception. Mr. Johnston has 20 years experience in
European equity investment. Mr. Johnston joined MG in 1984
and is currently the head of the MG Continental European
Investment team. He speaks French, German, Swedish and
Danish fluently. Mr. Lodwick has ten years experience in
European equity investment. He joined MG in 1986 and was a
UK equity research analyst before moving to New York where
he was a member of the client liaison and marketing team for
5 years. He returned to the London office in 1991 to manage
European equity portfolios.
MG is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .325%.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.
SCHRODER Schroder Capital Management International Limited ("SC")
CAPITAL acts as the investmentsub-adviser for the Pacific Basin
MANAGEMENT Equity Portfolio. SC was founded in January 1989 and is a
INTERNATIONAL wholly-owned indirect subsidiary of Schroders plc, the
LIMITED holding company parent of an investment banking and
investment management group of companies (the "Schroder
Group"). The investment management operations of the
Schroder Group are located in 17 countries worldwide,
including seven in Asia. As of March 1, 1995, the Schroder
Group had over $80 billion in assets under management. As of
that date, SC had over $13 billion in assets under
management.
The Schroder Group has research resources throughout the
Asian region, consisting of offices in Tokyo, Hong Kong,
Singapore, Kuala Lumpur, Seoul, Taipei and Jakarta, staffed
by 38 investment professionals. SC's investment process
emphasizes individual stock selection and company research
conducted by professionals at each local office which is
integrated into SC's global research network by the manager
of research in London. The principal address of SC is 33
Gutter Lane, London EC2V 8AS, England.
John S. Ager, a Senior Vice President and Director of SC
and John Stainsby, First Vice President of SC, both have
served as principal portfolio managers for the Pacific Basin
17
<PAGE>
Equity Portfolio since its inception. Mr. Ager has over 20
years of experience in managing client accounts invested in
Asian countries. Mr. Stainsby has over 10 years experience
of managing Asian investments.
SC is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .40% of the first $100 million in assets,
.30% of the next $50 million in assets, and .20% of assets
in excess of $150 million. For the fiscal year ended
February 28, 1995, SC received an advisory fee of .40% of
the Pacific Basin Equity Portfolio's average daily net
assets.
WORLDINVEST WorldInvest Limited ("WorldInvest") acts as a sub-adviser
LIMITED for the Core International Equity Portfolio pursuant to a
sub-advisory agreement with SFM. In accordance with the
Portfolio's investment objectives and policies and under the
supervision of SFM and the Trust's Board of Trustees,
WorldInvest is responsible for the day-to-day investment
management of the portion of the Portfolio assigned to it by
the Board of Trustees and, with respect thereto, places
orders on behalf of the Portfolio to effect the investment
decisions made.
WorldInvest is a wholly-owned subsidiary of WorldInvest
Holdings Limited, an English corporation formed in 1977.
WorldInvest is an international investment manager with its
principal office at 56 Russell Square, London, England. The
firm has managed equity securities on a global basis since
1977. Total global assets under management as of February
28, 1995 were more than $5.7 billion, of which more than
$3.0 billion were invested in global equities. The portion
of the Portfolio's assets allocated to WorldInvest have been
managed by a team of equity portfolio managers led by Mark
Beale since the Portfolio's inception. Mr. Beale is a
Director and an Equity Investment Manager for WorldInvest
and has been with the firm since 1982.
WorldInvest is entitled to a fee from SFM calculated on
the basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$300 million and .20% of such assets in excess of $300
million.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each Portfolio has
a separate distribution plan for its shares (the "Class A
Plan" and the "Class D Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the 1940 Act. The Trust intends
to operate the Plans in accordance with their terms and with
the NASD rules concerning sales charges.
18
<PAGE>
The Distribution Agreement and Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget. The budget must be approved and monitored by the
Trustees, including those Trustees who are not interested
persons and have no financial interest in the Plan or any
related agreement ("Qualified Trustees"). The Class D Plan
also provides for additional payments for distribution and
shareholder services as described below.
Distribution-related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities law registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently the budget (shown here as a
percentage of daily net assets) for each Portfolio 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.
19
<PAGE>
PURCHASE AND REDEMPTION OF SHARES ____________________________________________
Financial institutions may acquire Class A shares of the
Portfolios for their own account or as a record owner on
behalf of fiduciary, agency or custody accounts by placing
orders with the Transfer Agent. Institutions that use
certain SEI proprietary systems may place orders
electronically through those systems. State securities laws
may require banks and financial institutions purchasing
shares for their customers to register as dealers pursuant
to state laws. Financial institutions may impose an earlier
cut-off time for receipt of purchase orders directed through
them to allow for processing and transmittal of these orders
to the Transfer Agent for effectiveness the same day.
Financial institutions which purchase shares for the
accounts of their customers may impose separate charges on
these customers for account services. Shares of the
Portfolios are offered only to residents of states in which
the shares are eligible for purchase.
Shares of each Portfolio may be purchased or redeemed on
days on which the New York Stock Exchange is open for
business ("Business Days").
Shareholders who desire to purchase shares for cash must
place their orders with the Transfer Agent prior to 4:00
p.m. Eastern time on any Business Day for the order to be
accepted on that Business Day. Cash investments must be
transmitted or delivered in federal funds to the wire agent
on the next Business Day following the day the order is
placed. The Trust reserves the right to reject a purchase
order when the Distributor determines that it is not in the
best interest of the Trust or its shareholders to accept
such purchase order. 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.
Purchases will be made in full and fractional shares of
the Portfolios calculated to three decimal places. The Trust
will send shareholders a statement of shares owned after
each transaction. The purchase price of shares is the net
asset value next determined after a purchase order is
received and accepted by the Trust. The net asset value per
share of each Portfolio is determined by dividing the total
market value of a Portfolio's investment and other assets,
less any liabilities, by the total outstanding shares of
that Portfolio. Net asset value per share is determined
daily as of the close of business of the New York Stock
Exchange (currently, 4:00 p.m. Eastern time) on any Business
Day.
The market value of each portfolio security is obtained
by SFM from an independent pricing service. Securities
having maturities of 60 days or less at the time of
20
<PAGE>
purchase will be valued using the amortized cost method
(described in the Statement of Additional Information),
which approximates the securities' market value. The pricing
service may use a matrix system to determine valuations of
equity and fixed income securities. This system considers
such factors as security prices, yields, maturities, call
features, ratings and developments relating to specific
securities in arriving at valuations. The pricing service
may also provide market quotations. The procedures used by
the pricing service and its valuations are reviewed by the
officers of the Trust under the general supervision of the
Trustees. Portfolio securities for which market quotations
are available are valued at the last quoted sale price on
each Business Day or, if there is no such reported sale, at
the most recently quoted bid price.
Shareholders who desire to redeem shares of the
Portfolios must place their redemption orders with the
Transfer Agent prior to 4:00 p.m. Eastern time on any
Business Day. The redemption price is the net asset value
per share of the Portfolio next determined after receipt by
the Transfer Agent of the redemption order. Payment on
redemption will be made as promptly as possible and, in any
event, within seven days after the redemption order is
received.
Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Transfer Agent will be
responsible for any loss, liability, cost or expense for
acting upon wire instructions or upon telephone instructions
that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to
confirm that instructions communicated by telephone are
genuine, including requiring a form of personal
identification prior to acting upon instructions received by
telephone and recording telephone instructions.
If market conditions are extraordinarily active, or other
extraordinary circumstances exist, and you experience
difficulties placing redemption orders by telephone, you may
wish to consider placing your order by other means.
PERFORMANCE ____________________________________________________________________
From time to time, each Portfolio may advertise the yield
and total return. These figures will be based on historical
earnings and are not intended to indicate future
performance. No representation can be made concerning actual
yields or future returns. The yield of a Portfolio refers to
the income generated by a hypothetical investment, net of
any sales charge imposed in the case of some of the Class D
shares, in such Portfolio over a thirty day period. This
income is then "annualized," i.e., the income over thirty
days is assumed to be generated over one year and is shown
as a percentage of the investment.
The total return of a Portfolio refers to the average
compounded rate of return on a hypothetical investment for
designated time periods, assuming that the entire investment
is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions.
21
<PAGE>
The performance of Class A shares will normally be higher
than for Class D shares because of the additional
distribution expenses, transfer agency expenses and sales
charge (when applicable) charged to Class D shares.
A Portfolio may periodically compare its performance to
that of other mutual funds tracked by mutual fund rating
services (such as Lipper Analytical), financial and business
publications and periodicals, broad groups of comparable
mutual funds, unmanaged indices which may assume investment
of dividends but generally do not reflect deductions for
administrative and management costs or to other investment
alternatives. A Portfolio may quote Morningstar, Inc., a
service that ranks mutual funds on the basis of risk-
adjusted performance. A Portfolio may use long-term
performance of these capital markets to demonstrate general
long-term risk versus reward scenarios and could include the
value of a hypothetical investment in any of the capital
markets. A Portfolio may also quote financial and business
publications and periodicals as they relate to fund
management, investment philosophy and investment techniques.
A Portfolio may quote various measures of volatility and
benchmark correlation in advertising and may compare these
measures to those of other funds. Measures of volatility
attempt to compare historical share price fluctuations or
total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might
be. Measures of volatility and correlation are calculated
using averages of historical data and cannot be calculated
precisely.
Additional performance information is set forth in the
1995 Annual Report to Shareholders and is available upon
request and without charge by calling 1-800-342-5734.
TAXES __________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state or local tax treatment of the
Portfolios or their shareholders. Accordingly, shareholders
are urged to consult their tax advisers regarding specific
questions as to federal, state and local taxes. State and
local tax consequences of an investment in a Portfolio may
differ from the federal income tax consequences described
below. Additional information concerning taxes is set forth
in the Statement of Additional Information.
Tax Status of Each Portfolio is treated as a separate entity for federal
the Portfolios income tax purposes and is not combined with the Trust's
other portfolios. The Portfolios intend to qualify for the
special tax treatment afforded regulated investment
companies ("RICs") under Subchapter M of the Code, so as to
be relieved of federal income tax on net investment income
and net capital gains (the excess of net long-term capital
gain over net short-term capital losses) distributed to
shareholders.
22
<PAGE>
Tax Status of Each Portfolio distributes substantially all of its net
Distributions investment income (including net short-term capital gains)
to shareholders. Dividends from a Portfolio's net investment
income are taxable to its shareholders as ordinary income
(whether received in cash or in additional shares) and will
not qualify for the deduction for the corporate dividends-
received deduction. Distributions of net capital gains are
taxable to shareholders as long-term capital gains
regardless of how long the shareholders have held shares.
The Portfolios provide annual reports to shareholders of the
federal income tax status of all distributions.
Dividends declared by a Portfolio in October, November or
December of any year and payable to shareholders of record
on a date in such a month will be deemed to have been paid
by the Portfolio and received by the Shareholders on
December 31 of the year declared if paid by the Portfolio at
any time during the following January.
Each Portfolio intends to make sufficient distributions
to avoid liability for the federal excise tax.
Investment income received by the Portfolios from sources
within foreign countries may be subject to foreign income
taxes withheld at the source. To the extent that a Portfolio
is liable for foreign income taxes so withheld, the
Portfolio intends to operate so as to meet the requirements
of the Code to pass through to the shareholders credit for
foreign income taxes paid. Although the Portfolios intend to
meet Code requirements to pass through credit for such
taxes, there can be no assurance that the Portfolios will be
able to do so.
Sale, exchange or redemption of Portfolio shares is a
taxable transaction to the shareholder.
GENERAL INFORMATION ____________________________________________________________
The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
series of shares and different classes of each portfolio.
All consideration received by the Trust for shares of any
class of any portfolio and all assets of such portfolio or
class belong to that portfolio or class, respectively, and
would be subject to the liabilities related thereto.
The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation materials and
reports to shareholders, costs of custodial services and
registering the shares under federal and state securities
laws, pricing, insurance expenses, litigation and other
extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.
Certain shareholders in one or more of the Portfolios may
obtain asset allocation services with respect to their
investments in such Portfolios. If a sufficient amount of a
Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise be
anticipated as a result of redemptions and purchases of
Portfolio shares pursuant to such services.
23
<PAGE>
Trustees of the The management and affairs of the Trust are supervised by
Trust the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential management services to the Trust.
Voting Rights Each share held entitles the shareholder of record to one
vote. The shareholders of each Portfolio or class will vote
separately on matters pertaining solely to that Portfolio or
class, such as any distribution plan. As a Massachusetts
business trust, the Trust is not required to hold annual
meetings of shareholders but approval will be sought for
certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In
addition, a Trustee may be removed by the remaining Trustees
or by shareholders at a special meeting called upon written
request of shareholders owning at least 10% of the
outstanding shares of the Trust. In the event that such a
meeting is requested, the Trust will provide appropriate
assistance and information to the shareholders requesting
the meeting.
Reporting The Trust issues unaudited financial information semi-
annually and audited financial statements annually. The
Trust furnishes proxy statements and other reports to
shareholders of record.
Shareholder Shareholder inquiries should be directed to the Manager, SEI
Inquiries Financial Management Corporation, 680 East Swedesford Road,
Wayne, PA 19087.
Dividends Substantially all of the net investment income (exclusive of
capital gains) of each Portfolio is periodically declared
and paid as a dividend. Currently, net capital gains (the
excess of net long-term capital gain over net short-term
capital loss) realized, if any, will be distributed at least
annually.
Shareholders automatically receive all income dividends
and capital gain distributions in additional shares at the
net asset value next determined following the record date,
unless the shareholder has elected to take such payment in
cash. Shareholders may change their election by providing
written notice to SFM at least 15 days prior to the
distribution.
Dividends and capital gains of each Portfolio are paid on
a per-share basis. The value of each share will be reduced
by the amount of any such payment. If shares are purchased
shortly before the record date for a dividend or capital
gains distributions, a shareholder will pay the full price
for the share and receive some portion of the price back as
a taxable dividend or distribution.
Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust.
Independent Price Waterhouse LLP serves as the independent accountants
Accountants of the Trust.
Custodian and State Street Bank and Trust Company, 225 Franklin Street,
Wire Agent Boston, MA 02110, acts as Custodian for the assets of the
Core International Equity and Emerging Markets Equity
Portfolios and The Chase Manhattan Bank, N.A., Chase
MetroTech Center, Brooklyn, NY 11245, acts as Custodian for
the assets of the European Equity, Pacific Basin Equity and
International Fixed Income Portfolios (each a "Custodian"
and, together, the "Custodians"). The Custodians hold cash,
securities and other assets of the Trust as required by the
1940
24
<PAGE>
Act. CoreStates Bank, N.A., Broad and Chestnut Streets, P.O.
Box 7618, Philadelphia, PA 19101 acts as wire agent of the
Trust's assets.
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ________________________
The following is a description of the permitted investment
practices for the Portfolios, and the associated risk
factors:
American ADRs are securities, typically issued by a U.S. financial
Depositary institution (a "depositary"), that evidence ownership
Receipts interests in a security or a pool of securities issued by a
("ADRs") foreign issuer and deposited with the depositary. ADRs
Continental include American Depositary Shares and New York Shares.
Depositary EDRs, which are sometimes referred to as Continental
Receipts Depositary Receipts ("CDRs"), are securities, typically
("CDRs"), issued by a non-U.S. financial institution, that evidence
European ownership interests in a security or a pool of securities
Depositary issued by either a U.S. or foreign issuer. GDRs are issued
Receipts globally and evidence a similar ownership arrangement.
("EDRs") and Generally, ADRs are designed for trading in the U.S.
Global securities market, EDRs are designed for trading in European
Depositary Securities Markets and GDRs are designed for trading in non-
Receipts U.S. Securities Markets. ADRs, EDRs, CDRs and GDRs may be
("GDRs") available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying
the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without
participation by the issuer of the receipt's underlying
security. Holders of an unsponsored depositary receipt
generally bear all the costs of the unsponsored facility.
The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to
pass through to the holders of the receipts voting rights
with respect to the deposited securities.
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are issued by corporations to finance the
shipment and storage of goods. Maturities are generally six
months or less.
Certificates of Certificates of deposit are interest bearing instruments
Deposit with a specific maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of
funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit with penalties
for early withdrawal will be considered illiquid.
Commercial Commercial paper is a term used to describe unsecured short-
Paper term promissory notes issued by banks, municipalities,
corporations and other entities. Maturities on these issues
vary from a few to 270 days.
Convertible Convertible securities are corporate securities that are
Securities exchangeable for a set number of another security at a
prestated price. Convertible securities typically have
characteristics
25
<PAGE>
similar to both fixed income and equity securities. Because
of the conversion feature, the market value of a convertible
security tends to move with the market value of the
underlying stock. The value of a convertible security is
also affected by prevailing interest rates, the credit
quality of the issuer, and any call provisions.
Equity Equity securities represent ownership interests in a company
Securities or corporation and consist of common stock, preferred stock,
warrants and rights to subscribe to common stock and in
general, any security that is convertible into or
exchangeable for common stock. Investments in common stocks
are subject to market risks which may cause their prices to
fluctuate over time. The value of convertible securities is
also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions. Changes in
the value of fund securities will not necessarily affect
cash income derived from these securities but will affect a
Portfolio's net asset value.
Fixed Income Fixed income securities are debt obligations issued by
Securities corporations, municipalities and other borrowers. The market
value of the fixed income investments will generally change
in response to interest rate changes and other factors.
During periods of falling interest rates, the values of
outstanding fixed income securities generally rise.
Conversely, during periods of rising interest rates, the
values of such securities generally decline. Moreover, while
securities with longer maturities tend to produce higher
yields, the prices of longer maturity securities are also
subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in
the rating of any fixed income security and in the ability
of an issuer to make payments of interest and principal also
affect the value of these investments. Changes in the value
of these securities will not affect cash income derived from
these securities but will affect a Portfolio's net asset
value.
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.
Forward Foreign A forward contract involves an obligation to purchase or
Currency sell a specific currency amount at a future date, agreed
Contracts upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
26
<PAGE>
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.
At the maturity of a forward contract, the Portfolio may
either sell a portfolio security and make delivery of the
foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the same
maturity date, the same amount of the foreign currency. The
Portfolio may realize a gain or loss from currency
transactions.
Futures Futures contracts provide for the future sale by one party
Contracts and and purchase by another party of a specified amount of a
Options on specific security at a specified future time and at a
Futures specified price. An option on a futures contract gives the
Contracts purchaser the right, in exchange for a premium, to assume a
position in a futures contract at a specified exercise price
during the term of the option. A Portfolio may use futures
contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held
or expected to be acquired or be disposed of, to minimize
fluctuations in foreign currencies, or to gain exposure to a
particular market or instrument. A Portfolio will minimize
the risk that it will be unable to close out a futures
contract by only entering into futures contracts which are
traded on national futures exchanges.
Stock index futures are futures contracts for various
stock indices that are traded on registered securities
exchanges. A stock index futures contract obligates the
seller to deliver (and the purchaser to take) an amount of
cash equal to a specific dollar amount times the difference
between the value of a specific stock index at the close of
the last trading day of the contract and the price at which
the agreement is made.
A stock index futures contract is a bilateral agreement
pursuant to which two parties agree to take or make delivery
of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the
close of trading of the contract and the price at which the
futures contract is originally struck. No physical delivery
of the stocks comprising the Index is made; generally
contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into futures
contracts. Instead, a Portfolio would be required to deposit
an amount of cash or U.S. Treasury securities known as
"initial margin." Subsequent payments, called "variation
margin," to and from the broker, would be made on a daily
basis as the value of the futures position varies (a process
known as "marking to market"). The margin is in the nature
of a performance bond or good-faith deposit on a futures
contract.
There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets
and movements in interest rates; (2) there may be an
imperfect or no correlation between the changes in market
value of the securities held by the Portfolio and the prices
of futures and options on futures; (3) there may not be a
liquid secondary market for a futures contract or option;
(4) trading
27
<PAGE>
restrictions or limitations may be imposed by an exchange;
and (5) government regulations may restrict trading in
futures contracts and futures options.
A Portfolio may enter into futures contracts and options
on futures contracts traded on an exchange regulated by the
Commodities Futures Trading Commission ("CFTC"), as long as,
to the extent that such transactions are not for "bona fide
hedging purposes," the aggregate initial margin and premiums
on such positions (excluding the amount by which such
options are in the money) do not exceed 5% of a Portfolio's
net assets. A Portfolio may buy and sell futures contracts
and related options to manage its exposure to changing
interest rates and securities prices. Some strategies reduce
a Portfolio's exposure to price fluctuations, while others
tend to increase its market exposure. Futures and options on
futures can be volatile instruments and involve certain
risks that could negatively impact a Portfolio's return.
In order to avoid leveraging and related risks, when a
Portfolio purchases futures contracts, it will collateralize
its position by depositing an amount of cash or cash
equivalents, equal to the market value of the futures
positions held, less margin deposits, in a segregated
account with the Trust's custodian. Collateral equal to the
current market value of the futures position will be marked
to market on a daily basis.
Illiquid Illiquid securities are securities that cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on a Portfolio's books. An
illiquid security includes a demand instrument with a demand
notice period exceeding seven days, when there is no
secondary market for such security and repurchase agreements
with duration over seven days in length. 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 advisers
based on criteria approved by the Board of Trustees. To the
extent these investments are deemed illiquid, the
Portfolio's investment in them will be consistent with its
10% restriction on investment in illiquid securities.
Investment Because of restrictions on direct investment by U.S.
Companies entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. A Portfolio
does not intend to invest in other investment companies
unless, in the judgment of its advisers, the potential
benefits of such investments exceed the associated costs
relative to the benefits and costs associated with direct
investments in the underlying securities.
Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities and are
subject to limitations under the 1940 Act. A Portfolio also
may incur tax liability to the
28
<PAGE>
extent it invests in the stock of a foreign issuer that
constitutes a "passive foreign investment company."
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
advisers have agreed to waive its management fee with
respect to the portion of this Portfolio's assets invested
in shares of other open-ended 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 and include the
Entities Asian Development Bank, the Inter-American Development Bank,
International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic
Community, European Investment Bank and the Nordic
Investment Bank.
Options A put option gives the purchaser of the option the right to
sell, and the writer of the option the obligation to buy,
the underlying security at any time during the option
period. A call option gives the purchaser of the option the
right to buy, and the writer of the option the obligation to
sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration
for undertaking the obligations under the option contract.
The initial purchase (sale) of an option contract is an
"opening transaction." In order to close out an option
position, a Portfolio may enter into a "closing
transaction," which is simply the sale (purchase) of an
option contract on the same security with the same exercise
price and expiration date as the option contract originally
opened.
A Portfolio may purchase put and call options to protect
against a decline in the market value of the securities in
its portfolio or to anticipate an increase in the market
value of securities that the Portfolio may seek to purchase
in the future. A Portfolio purchasing put and call options
pays a premium therefor. If price movements in the
underlying securities are such that exercise of the options
would not be profitable for the Portfolio, loss of the
premium paid may be offset by an increase in the value of
the Portfolio's securities or by a decrease in the cost of
acquisition of securities by the Portfolio.
A Portfolio may write covered call options as a means of
increasing the yield on its fund and as a means of providing
limited protection against decreases in its market value.
When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make
the exercise of the option profitable to the holder thereof,
the option generally will expire without being exercised and
the Portfolio will realize as profit the premium received
for such option. When a call option of which a Portfolio is
the writer is exercised, the Portfolio will be required to
sell the underlying securities to the option holder at the
strike price, and will not participate in any increase in
the price of such securities above the strike price. When a
put option of which a Portfolio is the writer
29
<PAGE>
is exercised, the Portfolio will be required to purchase the
underlying securities at the strike price, which may be in
excess of the market value of such securities.
A Portfolio may purchase and write options on an exchange
or over-the-counter. Over-the-counter ("OTC options") differ
from exchange-traded options in several respects. They are
transacted directly with dealers and not with a clearing
corporation, and therefore entail the risk of non-
performance by the dealer. OTC options are available for a
greater variety of securities and for a wider range of
expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded
on an exchange, pricing is done normally by reference to
information from a market maker. It is the position of the
SEC that OTC options are generally illiquid.
A Portfolio may purchase and write put and call options
on foreign currencies (traded on U.S. and foreign exchanges
or over-the-counter markets), to manage its exposure to
exchange rates. Call options on foreign currency written by
a Portfolio will be "covered," which means that the
Portfolio will own an equal amount of the underlying foreign
currency. With respect to put options on foreign currency
written by a Portfolio, the Portfolio will establish a
segregated account with its custodian bank consisting of
cash or liquid, high grade debt securities in an amount
equal to the amount the Portfolio would be required to pay
upon exercise of the put.
A Portfolio may purchase and write put and call options
on indices and enter into related closing transactions. Put
and call options on indices are similar to options on
securities except that options on an index give the holder
the right to receive, upon exercise of the option, an amount
of cash if the closing level of the underlying index is
greater than (or less than, in the case of puts) the
exercise price of the option.
This amount of cash is equal to the difference between
the closing price of the index and the exercise price of the
option, expressed in dollars multiplied by a specified
number. Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index
generally, rather than the price movements in individual
securities. A Portfolio may choose to terminate an option
position by entering into a closing transaction. The ability
of a Portfolio to enter into closing transactions depends
upon the existence of a liquid secondary market for such
transactions.
A Portfolio may engage in writing covered call options.
Under a call option, the purchaser has the right to purchase
and the writer (the Portfolio) the obligation to sell the
underlying security at the exercise price during the option
period. Options purchased by the Portfolio will be listed on
a national securities exchange. In order to close out an
option position, the Portfolio may enter into a "closing
purchase transaction," which involves the purchase of an
option on the same security at the same exercise price and
expiration date. If the Portfolio is unable to effect a
closing purchase transaction with respect to an option it
has written, it will not be able to sell the underlying
security until
30
<PAGE>
the option expires or the Portfolio delivers the security
upon exercise. Permissible options include options on stock
indices.
All options written on indices must be covered. When a
Portfolio writes an option on an index, it will establish a
segregated account containing cash or liquid high grade debt
securities with its Custodian in an amount at least equal to
the market value of the option and will maintain the account
while the option is open or will otherwise cover the
transaction.
Risk Factors: Risks associated with options transactions
include: (1) the success of a hedging strategy may depend on
an ability to predict movements in the prices of individual
securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation
between the movement in prices of options and the securities
underlying them; (3) there may not be a liquid secondary
market for options; and (4) while a Portfolio will receive a
premium when it writes covered call options, it may not
participate fully in a rise in the market value of the
underlying security.
Privatizations Privatizations are foreign government programs for selling
all or part of the interests in government owned or
controlled enterprises. The ability of a U.S. entity to
participate in privatizations in certain foreign countries
may be limited by local law, or the terms on which a
Portfolio may be permitted to participate may be less
advantageous than those applicable for local investors.
There can be no assurance that foreign governments will
continue to sell their interests in companies currently
owned or controlled by them or that privatization programs
will be successful.
Repurchase Repurchase agreements are agreements by which a Portfolio
Agreements obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from the date of purchase. The Custodian or
its agent will hold the security as collateral for the
repurchase agreement. Collateral must be maintained at a
value at least equal to 102% of the purchase price. A
Portfolio bears a risk of loss in the event the other party
defaults on its obligations and the Portfolio is delayed or
prevented from its right to dispose of the collateral
securities or if the Portfolio realizes a loss on the sale
of the collateral securities. The advisers will enter into
repurchase agreements on behalf of a Portfolio only with
financial institutions deemed to present minimal risk of
bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the
Trustees. Repurchase agreements are considered loans under
the 1940 Act.
Securities of There are certain risks connected with investing in foreign
Foreign Issuers securities. These include risks of adverse political and
economic developments (including possible governmental
seizure or nationalization of assets), the possible
imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less
information on such securities and their issuers available
to the public, the difficulty of obtaining or enforcing
court judgments abroad, restrictions
31
<PAGE>
on foreign investments in other jurisdictions, difficulties
in effecting repatriation of capital invested abroad and
difficulties in transaction settlements and the effect of
delay on shareholder equity. Foreign securities may be
subject to foreign taxes, and may be less marketable than
comparable U.S. securities. The value of a Portfolio's
investments denominated in foreign currencies will depend on
the relative strengths of those currencies and the U.S.
dollars, and a Portfolio may be affected favorably or
unfavorably by changes in the exchange rates or exchange
control regulations between foreign currencies and the U.S.
dollar. Changes in foreign currency exchange rates also may
affect the value of dividends and interest earned, gains and
losses realized on the sale of securities and net investment
income and gains if any, to be distributed to shareholders
by a Portfolio. Furthermore, emerging market countries may
have less stable political environments than more developed
countries. Also it may be more difficult to obtain a
judgment in a court outside the United States.
Short Sales A Portfolio may only sell securities short "against the
box." A short sale is "against the box" if at all times
during which the short position is open, the Portfolio owns
at least an equal amount of the securities or securities
convertible into, or exchangeable without further
consideration for, securities of the same issue as the
securities that are sold short.
Swaps, Caps, Interest rate swaps, mortgage swaps, currency swaps and
Floorsand other types of swap agreements such as caps, floors and
Collars collars are designed to permit the purchaser to preserve a
return or spread on a particular investment or portion of
its portfolio, and to protect against any increase in the
price of securities a Portfolio anticipates purchasing at a
later date. In a typical interest rate swap, one party
agrees to make regular payments equal to a floating interest
rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount, for a
specific period of time. If a swap agreement provides for
payment in different currencies, the parties might agree to
exchange the notional principal amount as well. Swaps may
also depend on other prices or rates, such as the value of
an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to
make payments only under specified circumstances, usually in
return for payment of a fee by the other party. For example,
the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the
extent that a specified interest rate falls below an agreed-
upon level. An interest rate collar combines elements of
buying a cap and selling a floor.
Swap agreements are sophisticated hedging instruments
that typically involve a small investment of cash relative
to the magnitude of risk assumed. As a result, swaps can be
highly volatile and have a considerable impact on a
Portfolio's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and
may decline in value if the counterparty's creditworthiness
deteriorates. A Portfolio may also suffer losses if it is
unable to terminate outstanding swap agreements or reduce
its
32
<PAGE>
exposure through offsetting transactions. Any obligation a
Portfolio may have under these types of arrangements will be
covered by setting aside liquid high grade securities in a
segregated account. A Portfolio will enter into swaps only
with counterparties believed to be creditworthy.
Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Like a certificate of
deposit, a time deposit earns a specified rate of interest
over a definite period of time; however, it cannot be traded
in the secondary market. Time deposits with a withdrawal
penalty are considered to be illiquid securities.
U.S. Government Obligations issued or guaranteed by agencies of the U.S.
Agencies Government, including, among others, the Federal Farm Credit
Bank, the Federal Housing Administration and the Small
Business Administration and obligations issued or guaranteed
by instrumentalities of the U.S. Government, including,
among others, the Federal Home Loan Mortgage Corporation,
the Federal Land Banks and the U.S. Postal Service. Some of
these securities are supported by the full faith and credit
of the U.S. Treasury (e.g., Government National Mortgage
Association), and others are supported by the right of the
issuer to borrow from the Treasury (e.g., Federal Farm
Credit Bank), while still others are supported only by the
credit of the instrumentality (e.g., Federal National
Mortgage Association). Guarantees of principal by agencies
or instrumentalities of the United States Government may be
a guarantee of payment at the maturity of the obligation so
that in the event of a default prior to maturity there might
not be a market and thus no means of realizing on the
obligation prior to maturity. Guarantees as to the timely
payment of principal and interest do not extend to the value
or yield of these securities nor to the value of the
Portfolios' shares.
U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds
Obligations issued by the U.S. Treasury and separately traded interest
and principal component parts of such obligations that are
transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal
Securities ("STRIPS").
Variable and Certain obligations may carry variable or floating rates of
FloatingRate interest, may involve a conditional or unconditional demand
Instruments feature. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market
rates or indices. The interest rates on these securities may
be reset daily, weekly, quarterly or some other reset
period, and may have a floor or ceiling on interest rate
changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market
interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is
no secondary market for such security.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy equity or fixed-income securities of
a company at a given price during a specified period.
33
<PAGE>
When-Issued and When-issued or delayed delivery basis transactions involve
Delayed the purchase of an instrument with payment and delivery
Delivery taking place in the future. Delivery of and payment for
Securities these securities may occur a month or more after the date of
the purchase commitment. A Portfolio will maintain with its
Custodian a separate account with liquid high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date and no interest accrues to
a Portfolio before settlement. These securities are subject
to market fluctuation due to changes in market interest
rates and it is possible that the market value at the time
of settlement could be higher or lower than the purchase
price if the general level of interest rates has changed.
Although a Portfolio generally purchases securities on a
when-issued or forward commitment basis with the intention
of actually acquiring securities, a Portfolio may dispose of
a when-issued security or forward commitment prior to
settlement if it deems appropriate.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
34
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Annual Operating Expenses............ 2
Financial Highlights................. 3
The Trust............................ 5
Investment Objectives and Policies... 5
General Investment Policies.......... 6
Investment Limitations............... 11
The Manager and Shareholder Servicing
Agent................................ 13
The Advisers......................... 13
</TABLE>
<TABLE>
<S> <C>
The Sub-Advisers..................... 15
Distribution......................... 18
Purchase and Redemption of Shares.... 20
Performance.......................... 21
Taxes................................ 22
General Information.................. 23
Description of Permitted Investments
and Risk Factors..................... 25
</TABLE>
<PAGE>
PROSPECTUS
AUGUST 31, 1995
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference. It contains information that can help you decide if the
Portfolio's investment goals match your own.
A Statement of Additional Information (SAI) dated June 28, 1995 and amended
August 31, 1995, has been filed with the Securities and Exchange Commission and
is available without charge through the Distributor, SEI Financial Services
Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-437-
6016. The Statement of Additional Information is incorporated into this
Prospectus by reference.
SEI International Trust (the "Trust") is an open-end investment management com-
pany that offers shareholders a convenient means of investing their funds in
one or more professionally managed diversified and non-diversified portfolios
of securities. The Core International Equity Portfolio, European Equity Portfo-
lio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and In-
ternational Fixed Income Portfolio investment portfolios of the Trust, offers
two classes of shares, Class A shares and Class D shares. Class D shares differ
from Class A shares primarily in the imposition of sales charges and the allo-
cation of certain distribution expenses and transfer agent fees. Class D shares
are available through SEI Financial Services Company (the Trust's distributor)
and through participating broker-dealers, financial institutions and other or-
ganizations. This Prospectus offers the Class D shares of the equity and fixed
income portfolios (the "Portfolios" and each of these, a "Portfolio") listed
above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY 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 THE OF PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
<PAGE>
................................................................................
TABLE OF
CONTENTS
<TABLE>
<S> <C>
Fund Highlights.......................................................... 2
Portfolio Expenses....................................................... 4
Financial Highlights..................................................... 5
Your Account and Doing Business
with Us................................................................. 6
Investment Objectives and
Policies................................................................ 9
General Investment Policies and
Risk Factors............................................................ 11
Investment Limitations................................................... 16
The Manager and Shareholder
Servicing Agent......................................................... 17
The Advisers............................................................. 18
The Sub-Advisers......................................................... 20
Distribution............................................................. 22
Performance.............................................................. 24
Taxes.................................................................... 25
Additional Information
About Doing Business with Us............................................ 26
General Information...................................................... 30
Description of Permitted
Investments and Risk Factors............................................ 32
</TABLE>
................................................................................
HOW TO READ THIS PROSPECTUS ____________________________________________________
This Prospectus gives you information that you should know about the Portfolios
before investing. Brief descriptions are also provided throughout the
Prospectus to better explain certain key points. To find these helpful guides,
look for this symbol. [SYMBOL APPEARS HERE]
FUND HIGHLIGHTS ________________________________________________________________
The following summary provides basic information about the Class D shares of
the Trust's Core International Equity, European Equity, Pacific Basin Equity,
Emerging Markets Equity and International Fixed Income Portfolios. This summary
is qualified in its entirety by reference to the more detailed information
provided elsewhere in this Prospectus and in the Statement of Additional
Information.
INVESTMENT Below are the investment objectives and policies for each
OBJECTIVES AND Portfolio. For more information, see "Investment Objectives
POLICIES and Policies," "General Investment Policies" and "Description
of Permitted Investments and Risk Factors."
Core The Core International Equity Portfolio seeks to provide
International long-term capital appreciation by investing primarily
Equity in a diversified portfolio of equity securities of non-U.S.
Portfolio issuers.
European The European Equity Portfolio seeks to provide long-term
Equity capital appreciation by investing primarily in a
Portfolio diversified portfolio of equity securities of European
issuers.
Pacific Basin The Pacific Basin Equity Portfolio seeks to provide
Equity long-term capital appreciation by investing primarily
Portfolio in a diversified portfolio of equity securities of Pacific
Basin issuers.
Emerging The Emerging Markets Equity Portfolio seeks to provide
Markets Equity capital appreciation by investing primarily in a
Portfolio diversified portfolio of equity securities of emerging market
issuers.
International The International Fixed Income Portfolio seeks to provide
Fixed Income capital appreciation and current income through investment
Portfolio primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.
UNDERSTANDING Shares of the Portfolios, like shares of any mutual fund,
RISK will fluctuate in value and when you sell your shares, they
may be worth more or less than what you paid for them. Each
Portfolio except the International Fixed Income Portfolio may
invest in equity securities that are
2
<PAGE>
................................................................................
[SYMBOL APPEARS HERE]
INVESTMENT
PHILOSOPHY
Believing that no single investment adviser can deliver outstanding performance
in every investment category, only those advisers who have distinguished them-
selves within their areas of specialization are selected to advise our mutual
funds.
................................................................................
affected by market and economic factors, and each Portfolio
may invest in fixed income securities that tend to vary in-
versely with interest rates and may be affected by other mar-
ket and economic factors as well, which may cause these secu-
rities to fluctuate in value. Investing in the securities of
foreign companies involves special risks and considerations
not typically associated with investing in U.S. companies. In
addition, there is no assurance that any Portfolio will
achieve its investment objective. See "Investment
Objectives and Policies" and
"Description of Permitted
Investments and Risk
Factors."
MANAGEMENT SEI FINANCIAL MANAGEMENT CORPORATION ("SFM") serves as the
PROFILE investment adviser for the Core International Equity,
European Equity, Pacific Basin Equity and Emerging Markets
Equity Portfolios. ACADIAN ASSET MANAGEMENT, INC. and
WORLDINVEST LIMITED each serve as an investment subadviser for
the Core International Equity Portfolio. MORGAN GRENFELL
INVESTMENT SERVICES LIMITED serves as an investment sub-adviser
for the European Equity Portfolio. SCHRODER CAPITAL MANAGEMENT
INTERNATIONAL LIMITED serves as an investment sub-adviser for
the Pacific Basin Equity Portfolio. MONTGOMERY ASSET
MANAGEMENT, L.P. serves as an investment sub-adviser for the
Emerging Markets Equity Portfolio. STRATEGIC FIXED INCOME, L.P.
serves as the investment adviser for the International Fixed
Income Portfolio. SFM serves as the manager and shareholder
servicing agent of the Trust. DST Systems, Inc. acts as the
transfer agent (the "Transfer Agent") of the Class D shares of
the Trust. SEI Financial Services Company acts as distributor
("Distributor") of the Trust's shares. See "The Manager and
Shareholder Servicing Agent," "The Advisers," "The Sub-
Advisers" and "Distribution."
YOUR ACCOUNT You may open an account with just $1,000 and make additional
AND DOING investments with as little as $100. Class D shares of a
BUSINESS WITH Portfolio are offered at net asset value per share plus a
US maximum sales charge at the time of purchase of 5.00% for the
Core International Equity, European Equity, Pacific Basin
Equity and Emerging Markets Equity Portfolios and 4.50% for
the International Fixed Income Portfolio. Shareholders who
purchase higher amounts may qualify for a reduced sales
charge. Redemptions of a Portfolio's shares are made at net
asset value per share. See "Your Account and Doing Business
with Us" and "Additional Information About Doing Business
With Us."
DIVIDENDS Substantially all of the net investment income (exclusive of
capital gains) of each Portfolio is periodically declared and
paid as a dividend. Any realized net capital gain is distrib-
uted at least annually. Distributions are paid in additional
shares unless the shareholder elects to take the payment in
cash. See "Dividends."
INFORMATION/ For more information about Class D shares call SEI Financial
SERVICE Services Company at 1-800-437-6016.
CONTACTS
3
<PAGE>
PORTFOLIO EXPENSES _____________________________________________________________
The purposes of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the Class D shares.
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EMERGING
EUROPEAN PACIFIC MARKETS INTERNATIONAL
CORE INTERNATIONAL EQUITY BASIN EQUITY EQUITY FIXED INCOME
EQUITY PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------------ --------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge
Imposed on Purchases 5.00% 5.00% 5.00% 5.00% 4.50%
Maximum Sales Charge Im-
posed on Reinvested Div-
idends None None None None None
Redemption Fees /1/ None None None None None
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management/Advisory Fees
(after fee waiver and
reimbursement) /2/ .91% .80% .78% .80% .57%
12b-1 Fees /3/ .40% .40% .40% .40% .40%
Other Expenses .34% .50% .52% 1.15% .43%
- -------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver and
reimbursement) /4/ 1.65% 1.70% 1.70% 2.35% 1.40%
- -------------------------------------------------------------------------------------------
</TABLE>
1 A charge, currently $10.00, is imposed on wires of redemption proceeds of the
Portfolio's Class D shares.
2 SEI Financial Management Corporation ("SFM"), in its capacity as Manager for
each Portfolio, and certain of the advisers, have waived on a voluntary
basis, a portion of their fee, and the management/advisory fees shown reflect
these voluntary waivers. SFM and the advisers each reserve 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 fees shown reflect the current 12b-1 budget for reimbursement of
expenses. The maximum 12b-1 fee payable by the Class D shares of each
Portfolio is .60%.
4 Absent the voluntary fee waiver and expense reimbursement described above,
the total operating expenses would be 1.67% for the Core International Equity
Portfolio, 2.03% for the European Equity Portfolio, 2.12% for the Pacific
Basin Equity Portfolio, 3.25% for the Emerging Markets Equity Portfolio and
1.73% 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 $1000
investment assuming
(1) imposition of the maximum sales load, (2) 5% annual return and
(3) 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 -- --
International Fixed income $59.00 $ 87.00 $118.00 $205.00
- ------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class D shares of each Portfolio. A person who purchases
shares through an account with a financial institution may be charged separate
fees by that institution. The information set forth in the foregoing table and
example relates only to the Class D shares. Each Portfolio also offers Class A
shares, which are subject to the same expenses, except that there are no sales
charges, different distribution costs and no transfer agent costs. Additional
information may be found under "The Manager and Shareholder Servicing Agent,"
"The 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").
4
<PAGE>
FINANCIAL HIGHLIGHTS ___________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated April 11, 1995 on
the Trust's financial statements as of February 28, 1995 included in the
Trust's Statement of Additional Information under "Financial Highlights."
Additional performance information is set forth in the 1995 Annual Report to
Shareholders and is available upon request and without charge by calling
1-800-437-6016. 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
------------------
5/1/94
to
2/28/95 /1/
- -------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.81
- -------------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income (Loss) 0.01
Net Realized and Unrealized Gains (Loss-
es) (0.67)
- -------------------------------------------------------------------------------
Total from Investment Operations (0.66)
- -------------------------------------------------------------------------------
Less Distributions:
Distributions from Net Investment In-
come /2/ --
Distributions from Realized Capital Gains (0.59)
Return of Capital --
- -------------------------------------------------------------------------------
Total Distributions (0.59)
- -------------------------------------------------------------------------------
Net Asset Value, End of Period $ 9.56
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total Return (6.33)%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Ratios and Supplemental Data:
Net Assets, End of Period (000) $51
Ratio of Expenses to Average Net Assets 1.47%
Ratio of Expenses to Average Net Assets
(Excluding Waivers) 1.48%
Ratio of Net Investment Income (Loss) to
Average Net Assets 0.42%
Ratio of Net Investment Income (Loss) to
Average Net Assets
(Excluding Waivers) 0.41%
Portfolio Turnover Rate 64%
- -------------------------------------------------------------------------------
</TABLE>
1 The Core International Equity Class D shares were offered beginning May 1,
1994. All ratios and total return for the period have been annualized.
2 Distributions from net investment income include distributions of certain
foreign currency gains and losses.
5
<PAGE>
................................................................................
[SYMBOL WHAT IS AN
APPEARS INTERMEDIARY?
HERE]
Any entity, such as a bank, broker-dealer, other financial institution,
association or organization which has entered into an arrangement with the
Distributor to sell Class D shares to its customers.
................................................................................
YOUR ACCOUNT AND DOING BUSINESS
WITH US ________________________________________________________________________
Class D shares of the Portfolios are sold on a continuous basis and may be
purchased directly from the Trust's Distributor, SEI Financial Services
Company. Shares may also be purchased through financial institutions, broker-
dealers, or other organizations which have established a dealer agreement or
other arrangement with SEI Financial Services Company ("Intermediaries"). For
more information about the following topics, see "Additional Information About
Doing Business with Us."
- --------------------------------------------------------------------------------
HOW TO BUY, Class D shares of the Portfolios may be purchased through
SELL AND Intermediaries which provide various levels of shareholder
EXCHANGE services to their customers. Contact your Intermediary for
SHARES THROUGH information about the services available to you and for
INTERMEDIARIES specific instructions on how to buy, sell and exchange shares.
To allow for processing and transmittal of orders to the
Distributor on the same day, Intermediaries may impose earlier
cut-off times for receipt of purchase orders. Certain
Intermediaries may charge customer account fees. Information
concerning shareholder services and any charges will be
provided to the customer by the Intermediary. Certain of these
Intermediaries may be required to register as broker-dealers
under state law.
The shares you purchase through an Intermediary may be
held "of record" by that Intermediary. If you want to
transfer the registration of shares beneficially owned by
you, but held "of record" by an Intermediary, you should call
the Intermediary to request this change.
HOW TO BUY Account Application forms can be obtained by calling 1-800-
SHARES FROM 437-6016. Class D shares of the Portfolios are offered only
THE to residents of states in which the shares are eligible for
DISTRIBUTOR purchase.
Opening an
Account
By Check You may buy Class D shares by mailing a completed application
and a check (or other negotiable bank instrument or money
order) payable to "Class D shares (Portfolio Name)." If you
send a check that does not clear, the purchase will be
canceled and you could be liable for any losses or fees
incurred.
By Fed Wire To buy shares by Fed Wire call toll-free at 1-800-
437-6016.
Automatic You may systematically buy Class D shares through deductions
Investment from your checking or savings accounts, provided these
Plan ("AIP") accounts are maintained through banks which are part of the
Automated Clearing House ("ACH") system. You may purchase
shares on a fixed schedule (semi-monthly or monthly) with
amounts as low as $25, or as high as $100,000. Upon notice,
the amount you commit to the AIP may be changed or canceled
at any time. The AIP is subject to account minimum initial
purchase amounts and minimum maintained balance requirements.
6
<PAGE>
OTHER Your purchase is subject to a sales charge which varies
INFORMATION depending on the size of your purchase and the Portfolio
ABOUT BUYING shares that you are purchasing. The following table shows
SHARES the regular sales charges on Class D shares of the
Portfolios to a "single purchaser," together with the
Sales Charges reallowance paid to dealers and the agency commission paid
to brokers (collectively the "commission"):
CORE INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
SALES CHARGE REALLOWANCE AND
SALES CHARGE AS AS APPROPRIATE BROKERAGE COMMISSION
A PERCENTAGE OF PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
less than $50,000 5.00% 5.26% 4.50%
$50,000 but less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50% 3.63% 3.00%
$250,000 but less than $500,000 2.50% 2.56% 2.00%
$500,000 but less than $1,000,000 2.00% 2.04% 1.75%
$1,000,000 but less than $2,000,000 1.00% 1.01% 1.00%
$2,000,000 but less than $4,000,000 .50% .50% .50%
Over $4,000,000 none none none
-----------------------------------------------------------------------------------------
INTERNATIONAL FIXED INCOME PORTFOLIO
-----------------------------------------------------------------------------------------
less than $50,000 4.50% 4.71% 4.00%
$50,000 but less than $100,000 4.00% 4.17% 3.50%
$100,000 but less than $250,000 3.50% 3.63% 3.00%
$250,000 but less than $500,000 2.50% 2.56% 2.00%
$500,000 but less than $1,000,000 2.00% 2.04% 1.75%
$1,000,000 but less than $2,000,000 1.00% 1.01% 1.00%
$2,000,000 but less than $4,000,000 .50% .50% .50%
Over $4,000,000 none none none
-----------------------------------------------------------------------------------------
</TABLE>
The commissions shown in the table above apply to sales
through Intermediaries. Under certain circumstances,
commissions up to the amount of the entire sales charge may
be re-allowed to certain Intermediaries, who might then be
deemed to be "underwriters" under the Securities Act of
1933, as amended. Commission rates may vary among the
Portfolios.
Rights of Rights of Accumulation allows you, under certain
Accumulation circumstances, to combine your current purchase with the
current market value of previously purchased shares of that
Portfolio and Class D shares of other portfolios ("Eligible
Portfolios") in order to obtain a reduced sales charge.
Letter of A Letter of Intent allows you, under certain circumstances,
Intent to aggregate anticipated purchases over a 13-month period to
obtain a reduced sales charge.
7
<PAGE>
................................................................................
[SYMBOL HOW DOES AN
APPEARS EXCHANGE TAKE
HERE] PLACE?
When making an exchange, you authorize the sale of your shares of one or more
Portfolios in order to purchase the shares of another Portfolio. In other
words, you are executing a sell order and then a buy order. This sale of your
shares is a taxable event which could result in a taxable gain or loss.
................................................................................
Sales Charge Certain shareholders may qualify for a sales charge waiver.
Waiver To determine whether or not you qualify for a sales charge
waiver see "Additional Information About Doing Business with
Us." Shareholders who qualify for a sales charge waiver must
notify the Transfer Agent before purchasing shares.
EXCHANGING Once good payment for your shares has been received and
SHARES accepted (i.e., an account has been established), you
When Can You may exchange some or all of your shares for Class D shares of
Exchange other portfolios. Exchanges are made at net asset value plus
Shares? any applicable sales charge. Class D shares are offered only to
residents of states in which the shares are eligible for
purchase.
When Do Sales Portfolios that are not money market portfolios currently
Charges Apply impose a sales charge on Class D shares. If you exchange
to an into one of these "non-money market" portfolios, you will have
Exchange? to pay a sales charge on any portion of your exchanged Class D
shares for which you have not previously paid a sales charge.
If you previously paid a sales charge on your Class D
shares, no additional sales charge will be assessed when you
exchange those Class D shares for other Class D shares.
If you buy Class D shares of a "non-money market" fund and
you receive a sales charge waiver, you will be deemed to have
paid the sales charge for purposes of this exchange
privilege. In calculating any sales charge payable on your
exchange, the Trust will assume that the first shares you
exchange are those on which you have already paid a sales
charge. Sales charge waivers may also be available under
certain circumstances described in the portfolios'
prospectuses.
The Trust reserves the right to change the terms and
conditions of the exchange privilege discussed herein, or to
terminate the exchange privilege, upon 60 days' notice. The
Trust also reserves the right to deny an exchange request
made within 60 days of the purchase of a non-money market
portfolio.
Requesting an To request an exchange, you must provide proper instructions
Exchange of in writing to the Transfer Agent. Telephone exchanges will
Shares also be accepted if you previously elected this option on
your account application.
In the case of shares held "of record" by an Intermediary
but beneficially owned by you, you should contact the
Intermediary who will contact the Transfer Agent and effect
the exchange on your behalf.
8
<PAGE>
................................................................................
[SYMBOL WHAT IS A
APPEARS SIGNATURE
HERE] GUARANTEE?
A signature guarantee verifies the authenticity of your signature and may be
obtained from any of the following: banks, brokers, dealers, certain credit
unions, securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee.
................................................................................
[SYMBOL WHAT ARE
APPEARS INVESTMENT
HERE] OBJECTIVES AND
POLICIES?
A Portfolio's investment objective 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 circumstances. The investment policies section spells out
the types of securities in which each Portfolio invests.
................................................................................
HOW TO SELL To sell your shares, a written request for redemption in good
SHARES THROUGH order must be received by the Transfer Agent. Valid written
THE DISTRIBUTOR redemption requests will be effective on receipt. All
shareholders of record must sign the redemption request.
By Mail For information about the proper form of redemption requests,
call 1-800-437-6016. You may also have the proceeds mailed to
an address of record or mailed (or sent by ACH) to a commercial
bank account previously designated on the Account Application
or specified by written instruction to the Transfer Agent.
There is no charge for having redemption requests mailed to a
designated bank account.
By Telephone You may sell your shares by telephone if you previously elected
that option on the Account Application. You may have the
proceeds mailed to the address of record, wired or sent by ACH
to a commercial bank account previously designated on the
Account Application. Under most circumstances, payments will be
transmitted on the next Business Day following receipt of a
valid telephone request for redemption. Wire redemption
requests may be made by calling 1-800-437-6016, who will
subtract a wire redemption charge (presently $10.00) from the
amount of the redemption.
Systematic You may establish a systematic withdrawal plan for an account
Withdrawal with a $10,000 minimum balance. Under the plan, redemptions
Plan ("SWP") can be automatically processed from accounts (monthly,
quarterly, semi-annually or annually) by check or by ACH with
a minimum redemption amount of $50.
INVESTMENT OBJECTIVES AND
POLICIES _______________________________________________________________________
CORE The Core International Equity Portfolio seeks to
INTERNATIONAL provide long-term capital appreciation by investing
EQUITY primarily in a diversified portfolio of equity securities of
PORTFOLIO non-U.S. issuers.
Under normal circumstances, at least 65% of the Portfolio's
assets will be invested in equity securities of non-U.S.
issuers located in at least three countries other than the
United States.
9
<PAGE>
EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term
capital appreciation by investing primarily in a diversified
portfolio of equity securities of European issuers.
Under normal circumstances, at least 65% of the European
Equity Portfolio's assets will be invested in equity
securities of European issuers. The Portfolio's advisers
consider European issuers to be companies the securities of
which are principally traded in the European capital
markets; that derive at least 50% of their total revenue
from either goods produced or services rendered in countries
located in Europe, regardless of where the securities of
such companies are principally traded; or that are organized
under the laws of and have a principal office in a European
country.
PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long-
EQUITY term capital appreciation by investing primarily in a
diversified portfolio of equity securities of Pacific Basin
issuers.
Under normal circumstances, at least 65% of the Pacific
Basin Equity Portfolio's assets will be invested in equity
securities of Pacific Basin issuers. The Portfolio's
advisers consider Pacific Basin issuers to be companies the
securities of which are principally traded in the capital
markets of Pacific Basin countries; that derive at least 50%
of their total revenue from either goods produced or
services rendered in Pacific Basin countries, regardless of
where the securities of such companies are principally
traded; or that are organized under the laws of and have a
principal office in a Pacific Basin country.
EMERGING The Emerging Markets Equity Portfolio seeks to provide
MARKETS EQUITY capital appreciation by investing primarily in a diversified
portfolio of equity securities of emerging market issuers.
Under normal circumstances, at least 65% of the Emerging
Markets Equity Portfolio's assets will be invested in equity
securities of emerging market issuers. For these purposes,
the Portfolio defines an emerging market country as a
country the economy and market of which the World Bank or
the United Nations considers to be emerging or developing.
The Portfolio's advisers consider emerging market issuers to
be companies the securities of which are principally traded
in the capital markets of emerging market countries; that
derive at least 50% of their total revenue from either goods
produced or services rendered in emerging market countries,
regardless of where the securities of such companies are
principally traded; or that are organized under the laws of
and have a principal office in an emerging market country.
INTERNATIONAL The International Fixed Income Portfolio seeks to provide
FIXED INCOME capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.
Under normal circumstances, at least 65% of the
International Fixed Income Portfolio's assets will be
invested in high quality foreign government and foreign
corporate fixed income securities or debt obligations of
issuers located in at least three countries other than the
United States.
There is no assurance that the Portfolios will achieve
their respective objectives.
10
<PAGE>
GENERAL
INVESTMENT
POLICIES AND
RISK FACTORS ___________________________________________________________________
CORE The Core International Equity Portfolio may enter into
INTERNATIONAL forward foreign currency contracts as a hedge against
EQUITY possible variations in foreign exchange rates. A forward
PORTFOLIO foreign currency contract is a commitment to purchase or
sell a specified currency, at a specified future date, at a
specified price. The Portfolio may enter into forward
foreign currency contracts to hedge a specific security
transaction or to hedge a portfolio position. These
contracts may be bought or sold to protect the Portfolio, to
some degree, against a possible loss resulting from an
adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio may also
invest in options on currencies.
Securities of non-U.S. issuers purchased by the Portfolio
may be purchased in foreign markets, on U.S. registered
exchanges, the over-the-counter market or in the form of
sponsored or unsponsored American Depositary Receipts
("ADRs") traded on registered exchanges or NASDAQ or
sponsored or unsponsored European Depositary Receipts
("EDRs"), Continental Depositary Receipts ("CDRs") or Global
Depositary Receipts ("GDRs"). The Portfolio will typically
invest in equity securities listed on recognized foreign
exchanges, but may also invest in securities traded in over-
the-counter markets. The Portfolio expects its investments
to emphasize both large and intermediate capitalization
companies.
The Portfolio expects to be fully invested in its primary
investments described above, but may invest up to 35% of its
total assets in U.S. or non-U.S. cash reserves; money market
instruments; swaps; options on securities, non-U.S. indices
and currencies; futures contracts, including stock index
futures contracts; and options on futures contracts.
Permissible money market instruments include securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities; securities issued or
guaranteed by non-U.S. governments, which are rated at time
of purchase A or higher by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's"), or
are determined by the advisers to be of comparable quality;
repurchase agreements; certificates of deposit and bankers'
acceptances issued by banks or savings and loan associations
having net assets of at least $500 million as of the end of
their most recent fiscal year; high-grade commercial paper;
and other long- and short-term debt instruments, which are
rated at time of purchase A or higher by S&P or Moody's, and
which, with respect to such long-term debt instruments, are
within 397 days of their maturity.
The Portfolio is also permitted to acquire floating and
variable rate securities, purchase securities on a when-
issued or delayed delivery basis and invest up to 10% of its
total assets in illiquid securities. Although permitted to
do so, the Portfolio does not currently intend to invest in
securities issued by passive foreign investment companies or
to engage in securities lending.
11
<PAGE>
For temporary defensive purposes, when an adviser
determines that market conditions warrant, the Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and other U.S. and
non-U.S. long- and short-term debt instruments which are
rated BBB or higher by S&P or Baa or higher by Moody's at
the time of purchase, or are determined by the advisers to
be of comparable quality; may hold a portion of its assets
in cash; and may invest in securities of supranational
entities which are rated A or higher by S&P or Moody's at
the time of purchase or are determined by the advisers to be
of comparable quality.
Fixed income securities rated BBB or Baa lack outstanding
investment characteristics, and have speculative
characteristics as well.
EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have
PACIFIC BASIN the same general investment policies as the Core
EQUITY International Equity Portfolio. Investments in equity
securities of European or Pacific Basin issuers could
include securities of companies located in and governments
of developing countries (possibly including countries
formerly controlled by communist governments), and such
securities may be traded in emerging markets. Investments in
any such emerging markets or less developed countries,
including investments in former communist countries, will
not exceed 5% of a Portfolio's total assets at the time of
purchase.
Furthermore, each Portfolio may enter into foreign
currency contracts to hedge a specific security transaction,
to hedge a portfolio position or to adjust the Portfolio's
currency exposure. In addition, each Portfolio may invest in
futures contracts and swaps and may purchase securities on a
when-issued or delayed delivery basis. The Portfolio may
also purchase and write options to buy or sell futures
contracts.
Securities of non-U.S. issuers purchased by these
Portfolios may be purchased in foreign markets, on U.S.
registered exchanges, the over-the-counter market or in the
form of sponsored or unsponsored ADRs traded on registered
exchanges or NASDAQ or sponsored or unsponsored EDRs, CDRs
or GDRs. The Portfolios will typically invest in equity
securities listed on recognized foreign exchanges, but may
also invest in securities traded in over-the-counter
markets.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, each Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and other U.S. and
non-U.S. long- and short-term debt instruments which are
rated A or higher by S&P or Moody's at the time of purchase,
or are determined by the advisers to be of comparable
quality; may hold a portfolio of its assets in cash; and may
invest in securities of supranational entities which are
rated A or higher by S&P or Moody's at the time of purchase
or are determined by the advisers to be of comparable
quality.
The advisers' approach to selecting the equity securities
in which the European Equity Portfolio will invest is
fundamental and stock driven; portfolio managers and
analysts concentrate primarily on finding the best stock
ideas, premised on undervalued
12
<PAGE>
growth, that exist in the advisers' stock universe and which
satisfy their growth oriented screening process. After the
generation of stock ideas and the initial stage of portfolio
construction, country exposure and the industry
concentration of the Portfolio are reviewed to ensure proper
diversification.
The advisers' approach to selecting the equity securities
in which the Pacific Basin Equity Portfolio will invest is
to place great emphasis on a research driven process based
upon its belief that stock market returns reflect underlying
fundamentals. In managing a Pacific Basin portfolio, the
advisers view the region in two parts: Japan and all other
areas. In Japan, the dominant economy and stock market in
the region, there is a strong emphasis on stock selection
with small- to medium-sized companies playing an important
role during specific cycles of the Japanese economy. In
considering opportunities throughout the rest of the region,
the advisers aim to capitalize on the faster growth rates
occurring outside Japan and a rapidly expanding universe of
securities.
EMERGING In addition to its primary investments, described above, the
MARKETS EQUITY Portfolio may invest up to 35% of its total assets in debt
securities, including up to 5% of its total assets in debt
securities rated below investment grade. These debt
securities will include debt securities of emerging market
companies. Bonds rated below investment grade are often
referred to as "junk bonds." Such securities involve greater
risk of default or price declines than investment grade
securities.
The Portfolio may invest in certain debt securities
issued by the governments of emerging market countries that
are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs
sponsored by such governments.
The Portfolio may invest up to 10% of its total assets in
illiquid securities. The Portfolio's advisers believe that
carefully selected investments in joint ventures,
cooperatives, partnerships, private placements, unlisted
securities and other similar situations (collectively,
"special situations") could enhance the Portfolio's capital
appreciation potential. Investments in special situations
may be illiquid, as determined by the Portfolio's advisers
based on criteria approved by the Board of Trustees. To the
extent these investments are deemed illiquid, the
Portfolio's investment in them will be consistent with its
10% restriction on investment in illiquid securities.
The Portfolio may invest up to 10% of its total assets in
shares of other investment companies.
The Portfolio may invest in futures contracts and
purchase securities on a when-issued or delayed delivery
basis. The Portfolio may also purchase and write options to
buy or sell futures contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 20% of its total assets in the equity
securities of companies constituting the Morgan Stanley
Capital International Europe,
13
<PAGE>
Australia, Far East Index (the "EAFE Index"). These
companies typically have larger average market
capitalizations than the emerging market companies in which
the Portfolio generally invests.
The Emerging Markets Equity Portfolio uses a proprietary,
quantitative asset allocation model created by its sub-
adviser. This model employs mean-variance optimization, a
process used in developed markets based on modern portfolio
theory and statistics. Mean-variance optimization helps
determine the percentage of assets to invest in each country
to maximize expected returns for a given risk level. The
Portfolio invests in those countries that the advisers
expect to have the highest risk/reward tradeoff when
incorporated into a total portfolio context. The advisers
attempt to construct a portfolio of emerging market
investments that approximates the risk level of an
internationally diversified portfolio of securities in
developed markets. This "top-down" country selection is
combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly
available information, and company visits.
The Portfolio's investments in emerging markets can be
considered speculative, and therefore may offer higher
potential for gains and losses than developed markets of the
world. With respect to any emerging country, there is the
greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government
regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies
of such countries or investments in such countries. The
economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade
barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or
negotiated by the countries with which they trade.
INTERNATIONAL The fixed income securities in which the International Fixed
FIXED INCOME Income Portfolio may invest are (i) fixed income securities
issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political
subdivisions; (ii) fixed income securities issued or
guaranteed by supranational entities; (iii) fixed income
securities issued by foreign corporations; (iv) convertible
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. The Portfolio may also purchase and
write options to buy or sell futures contracts. The
Portfolio also may enter into forward currency
14
<PAGE>
contracts, purchase securities on a when-issued or delayed
delivery basis and engage in short selling. The Portfolio
may invest up to 10% of its total assets in illiquid
securities. Furthermore, although the Portfolio will
concentrate its investments in relatively developed
countries, the Portfolio may invest up to 5% of its assets
in similar securities or debt obligations that are
denominated in the currencies of developing countries and
that are of comparable quality to such securities and debt
obligations at the time of purchase as determined by the
adviser.
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 the 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.
Fixed income securities rated BBB by S&P or Baa by
Moody's lack outstanding investment characteristics, and
have speculative characteristics as well.
15
<PAGE>
For additional information regarding the permitted
investments of the Portfolios', see the "Description of
Permitted Investments and Risk Factors" in this Prospectus
and "Description of Permitted Investments" in the Statement
of Additional Information. For a description of the above
ratings, see the Statement of Additional Information.
INVESTMENT
LIMITATIONS ____________________________________________________________________
The investment objective and investment limitations are
fundamental policies of the Portfolios. Fundamental policies
cannot be changed with respect to the Trust or the Portfolio
without the consent of the holders of a majority of the
Trust's or that Portfolio's outstanding shares.
The Core International Equity, European Equity, Pacific
Basin Equity and Emerging Markets Equity Portfolios may not:
1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies
or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of
such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer. This
restriction does not apply to the International Fixed
Income Portfolio.
2. Purchase any securities which would cause more than 25%
of its total assets to be invested in the securities of
one or more issuers conducting their principal business
activities in the same industry, provided that this
limitation does not apply to investments in securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities.
3. Borrow money in an amount exceeding 33 1/3% of the value
of its total assets, provided that, for purposes of this
limitation, investment strategies which either obligate a
Portfolio to purchase securities or require a Portfolio
to segregate assets are not considered to be borrowings.
To the extent that its borrowings exceed 5% of its
assets, (i) all borrowings will be repaid before making
additional investments and any interest paid on such
borrowings will reduce income, and (ii) asset coverage of
at least 300% is required.
The International Fixed Income Portfolio may not:
1. 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.
2. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the value
of the total assets of the Portfolio. This
16
<PAGE>
borrowing provision is included solely to facilitate the
orderly sale of portfolio securities to accommodate
substantial redemption requests if they should occur and is
not for investment purposes. All borrowings will be repaid
before making additional investments for the Portfolio and
any interest paid on such borrowings will reduce the income
of the Portfolio.
For purposes of the industry concentration limitations
discussed above, these definitions apply to each Portfolio
and for purposes of the International Fixed Income
Portfolio, these limitations form part of the fundamental
limitation: (i) utility companies will be divided according
to their services, for example, gas, transmission, electric
and telephone will each be considered a separate industry;
(ii) financial service companies will be classified
according to 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 in the same industry.
The foregoing percentage limitations will apply at the time
of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional
Information.
THE MANAGER
AND SHAREHOLDER
SERVICING AGENT ________________________________________________________________
SEI Financial Management Corporation ("SFM"), provides the
Trust with overall management services, regulatory
reporting, all necessary office space, equipment, personnel,
and facilities, and acts as dividend disbursing agent and
shareholder servicing agent.
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, .65% of the average daily
net assets of the European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios and .60% of the average
daily net assets of the International Fixed Income
Portfolio. SFM has voluntarily agreed to waive all or a
portion of its fees and, if necessary, reimburse other
operating expenses in order to limit the total operating
expenses of each Portfolio. SFM reserves the right to
terminate these voluntary fee waivers and expense
reimbursement at any time in its sole discretion. The
management and advisory fees 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.
For the fiscal year ended February 28, 1995, the
Portfolio paid the Manager fees (shown here as a percentage
of average daily net assets after fee waivers) as follows:
Core International Equity--.56%.
17
<PAGE>
................................................................................
[SYMBOL INVESTMENT
APPEARS ADVISER
HERE]
A Portfolio's investment adviser manages the investment activities and is
responsible for the performance of the Portfolio. The adviser conducts
investment research, executes investment strategies based on an assessment of
economic and market conditions, and determines which securities to buy, hold or
sell.
................................................................................
In addition, the Trust and DST Systems, Inc. (the
"Transfer Agent") have entered into a transfer agent
agreement with respect to the Class D shares.
THE ADVISERS ___________________________________________________________________
Under advisory agreements with the Trust (the "Advisory
Agreements"), SFM acts as the investment adviser for the Core
International Equity, European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios and Strategic Fixed Income
L.P. acts as the investment adviser for the International Fixed
Income Portfolio. These investment advisers are referred 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 program. In addition, SFM
has general oversight responsibility for the investment
advisory services provided to the Portfolios, including
formulating the Portfolios' investment policies and analyzing
economic trends affecting the Portfolios. SFM is also
responsible for managing the allocation of assets among the
Portfolio's sub-advisers and directing and evaluating the
investment services provided by the sub-advisers, including
their adherence to each Portfolio's respective investment
objective and policies and each Portfolio's investment
performance. In accordance with each Portfolio's investment
objective and policies, and under the supervision of the
adviser and the Trust's Board of Trustees, each sub-adviser is
responsible for the day-to-day investment management of all or
a discrete portion of the assets of a Portfolio. SFM and the
sub-advisers are authorized to make investment decisions for
the Portfolios and place orders on behalf of the Portfolios to
effect the investment decisions made.
SFM is currently seeking an exemptive order from the
Securities and Exchange Commission (the "SEC") that would
permit SFM, with the approval of the Trust's Board of
Trustees, to retain sub-advisers for a Portfolio without
submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. If granted, exemptive relief would
permit the disclosure of only the aggregate amount payable by
SFM under all such sub-advisory agreements. A Portfolio will
notify shareholders in the event of any addition or change in
the identity of its sub-advisers. Until or unless this
exemptive order is granted, if one of the advisers is
terminated or departs from a Portfolio with multiple
advisers, the Portfolio will handle such termination or
departure in one of two ways. First, the Portfolio may
propose that a new adviser be appointed to manage that
portion of the Portfolio's assets managed by the departing
adviser. In this case, the Portfolio would be required to
18
<PAGE>
submit to the vote of the Portfolio's shareholders the
approval of a investment advisory contract with the new
adviser. In the alternative, the Portfolio may decide to
allocate the departing adviser's assets among the remaining
advisers. This allocation would not require new investment
advisory contracts with the remaining advisers, and
consequently no shareholder approval would be necessary.
SEI FINANCIAL SFM acts as the investment adviser to the Core International
MANAGEMENT Equity, European Equity, Pacific Basin Equity and Emerging
CORPORATION Market Equity Portfolios. SFM is a wholly-owned subsidiary
of SEI Corporation ("SEI"), a financial services company
located in Wayne, Pennsylvania. The principal business
address of SFM is 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658. SEI was founded in 1968 and is a
leading provider of investment solutions to banks,
institutional investors, investment advisers and insurance
companies. Affiliates of SFM have provided consulting advise
to institutional investors for more than 20 years, including
advice regarding selection and evaluation of investment
advisers. SFM currently serves as manager or administrator
to more than 26 investment companies, including more than
220 portfolios, which investment companies had more than $48
billion in assets as of March 31, 1995.
SFM is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of .475% of the Core
International Equity and European Equity Portfolios' average
daily net assets, .55% of the Pacific Basin Equity
Portfolio's average daily net assets and 1.05% of the
Emerging Markets Equity Portfolio's average daily net
assets.
STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment
INCOME L.P. adviser to 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 of client assets under management. Together, SFI and
SIM managed over $15 billion in client assets as of that
date. The principal address of SFI is 1001 Nineteenth Street
North, 16th Floor, Arlington, Virginia 22209.
Kenneth Windheim, President of SFI has been the portfolio
manager of the Portfolio since its inception in 1991. Mr.
Windheim is assisted by Gregory Barnett and David Jallits,
Directors of SFI and portfolio managers of the Portfolio
since April 1994. Prior to forming SFI, Kenneth Windheim
managed a global fund income portfolio at Prudential Asset
Management. Prior to joining SFI, Gregory Barnett was
portfolio manager for the Pilgrim Multi-Market Income Fund
with active use of foreign exchange option strategies. Prior
to that he was vice president and senior fixed income
portfolio manager at Lexington Management. Prior to joining
SFI, David Jallits was Senior Portfolio Manager for a hedge
fund at Teton Partners. From 1982-1994, he was Vice
President and Global Fixed Income Portfolio Manager at The
Putnam Companies.
19
<PAGE>
SFI is entitled to a fee, which is calculated daily and
paid monthly by the Portfolio, at an annual rate of .30% of
the average daily net assets of the International Fixed
Income Portfolio. SFI has voluntarily agreed to waive all or
a portion of its fee in order to limit the total operating
expenses of the Portfolio. SFI reserves the right to
terminate its voluntary fee waiver at any time in its sole
discretion.
THE SUB-ADVISERS _______________________________________________________________
ACADIAN ASSET Acadian Asset Management, Inc. ("Acadian") act as an
MANAGEMENT, investment sub-adviser for the Core International Equity
INC. Portfolio pursuant to a sub-advisory agreement with SFM. In
accordance with the Portfolio's investment objectives and
policies and under the supervision of SFM and the Trust's
Board of Trustees, Acadian is responsible for the day-to-day
investment management of the portion of the Portfolio
assigned to it by the Board of Trustees and, with respect
thereto, places orders on behalf of the Portfolio to effect
the investment decisions made.
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 Equity
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.
MONTGOMERY Montgomery Asset Management, L.P. ("MAM") acts as the
ASSET investment sub-adviser for the Emerging Markets Equity
MANAGEMENT, Portfolio. In accordance with the Portfolio's investment
L.P. objective and policies and under the supervision of SFM and
the Trust's Board of Trustees, MAM is responsible for the
day-to-day investment management of the Portfolio and places
orders on behalf of the Portfolio to effect the investment
decisions made.
MAM is an independent affiliate of Montgomery Securities,
a San Francisco based investment banking firm. As of March
31, 1995, MAM had approximately $4.5 billion in assets under
management. MAM has over four years experience providing
investment management services. The principal address of MAM
is 600 Montgomery Street, San Francisco, CA 94111.
20
<PAGE>
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 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 .90% of the first $50 million and
.55% of the assets in excess of $50 million.
MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as
INVESTMENT the investment sub-adviser for the European Equity
SERVICES Portfolio. MG, a subsidiary of Morgan Grenfell Asset
LIMITED Management Limited, managed over $9.5 billion in assets as
of December 31, 1994. Morgan Grenfell Asset Management
Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a
German financial services conglomerate, managed over $48
billion in assets as of December 31, 1994. MG has over 11
years experience in managing international portfolios for
North American clients. Morgan Grenfell Asset Management
employs more than 15 European investment professionals. MG
attempts to exploit perceived inefficiencies present in the
European markets with original research and an emphasis on
stock selection. The principal address of MG is 20 Finsbury
Circus, London, England, EC2M 1NB.
Julian R. Johnston and Jeremy G. Lodwick have shared
primary responsibility for the European Equity Portfolio
since its inception. Mr. Johnston has 20 years experience in
European equity investment. Mr. Johnston joined MG in 1984
and is currently the head of the MG Continental European
Investment team. He speaks French, German, Swedish and
Danish fluently. Mr. Lodwick has ten years experience in
European equity investment. He joined MG in 1986 and was a
UK equity research analyst before moving to New York where
he was a member of the client liaison and marketing team for
5 years. He returned to the London office in 1991 to manage
European equity portfolios.
MG is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .325%.
SCHRODER Schroder Capital Management International Limited ("SC")
CAPITAL acts as the investment sub-adviser for the Pacific Basin
MANAGEMENT Equity Portfolio. SC was founded in January 1989 and is a
INTERNATIONAL wholly-owned indirect subsidiary of Schroders plc, the
LIMITED holding company parent of an investment banking and
investment management group of companies (the "Schroder
Group"). The investment management operations of the
Schroder Group are located in 17 countries worldwide,
including seven in Asia. As of March 1, 1995, the Schroder
Group had over $80 billion in assets under management. As of
that date, SC had over $13 billion in assets under
management.
The Schroder Group has research resources throughout the
Asian region, consisting of offices in Tokyo, Hong Kong,
Singapore, Kuala Lumpur, Seoul, Taipei and Jakerta, staffed
by 38 investment professionals. SC's investment process
emphasizes individual
21
<PAGE>
stock selection and company research conducted by
professionals at each local office which is integrated into
SC's global research network by the manager of research in
London. The principal address of SC is 33 Gutter Lane,
London EC2V 8AS, England.
John S. Ager, a Senior Vice President and Director of SC
and John Stainsby, First Vice President of SC, both have
served as principal portfolio managers for the Pacific Basin
Equity Portfolio since its inception. Mr. Ager has over 20
years of experience in managing client accounts invested in
Asian countries. Mr. Stainsby has over 10 years experience
of managing Asian investments.
SC is entitled to a fee from SFM calculated on the basis
of a percentage of the market value of assets assigned to
it. That fee, which is paid monthly, is based on an annual
percentage rate of .40% of the first $100 million in assets,
.30% of the next $50 million in assets, and .20% of assets
in excess of $150 million.
WORLDINVEST WorldInvest Limited ("WorldInvest") acts as an investment
LIMITED sub-adviser for the Core International Equity Portfolio
pursuant to a sub-advisory agreement with SFM. In accordance
with the Portfolio's investment objectives and policies and
under the supervision of SFM and the Trust's Board of
Trustees, WorldInvest is responsible for the day-to-day
investment management of the portion of the Portfolio
assigned to it by the Board of Trustees and, with respect
thereto, places orders on behalf of the Portfolio to effect
the investment decisions made.
WorldInvest is a wholly-owned subsidiary of WorldInvest
Holdings Limited, an English corporation formed in 1977.
WorldInvest is an international investment manager with its
principal office at 56 Russell Square, London, England. The
firm has managed equity securities on a global basis since
1977. Total global assets under management as of February
28, 1995 were more than $5.7 billion, of which more than
$3.0 billion were invested in global equities. The portion
of the Portfolio's assets allocated to WorldInvest have been
managed by a team of equity portfolio managers led by Mark
Beale since the Portfolio's inception. Mr. Beale is a
Director and an Equity Investment Manager for WorldInvest
and has been with the firm since 1982.
WorldInvest is entitled to a fee from SFM calculated on
the basis of a percentage of the market value of the assets
assigned to it. That fee, which is paid monthly, is based on
an annual percentage rate of .325% of assets managed up to
$300 million and .20% of such assets in excess of $300
million.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a wholly
owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each class of the
Portfolios has a separate distribution plan (the "Class A
Plan" and "Class D Plan"; collectively, the "Plans")
pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act").
22
<PAGE>
The Trust intends to operate the Plans in accordance with
their terms and with the NASD Rules concerning sales
charges.
The Distribution Agreement and the Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget, and the Class D Plan provides for additional
payments for distribution and shareholder services, as
described below. The budget must be approved and monitored
by the Board of Trustees, including those Trustees who are
not interested persons and have no financial interest in the
Plans or any related agreement ("Qualified Trustees").
Distribution related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities laws registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently, the budget for each
Portfolio is set at an annual rate of .15% of its average
daily net assets.
The Class D Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor at an annual rate of .30% of the
Portfolio's average daily net assets attributable to Class D
shares. This additional payment may be used to compensate
financial institutions that provide distribution-related
services to their customers. These additional payments are
characterized as "compensation," and are not directly tied
to expenses incurred by the Distributor; the payments the
Distributor receives during any year may therefore be higher
or lower than its actual expenses.
These additional payments may be used to compensate the
Distributor for its services in connection with distribution
assistance or provision of shareholder services, and some or
all of it may be used to pay financial institutions and
intermediaries such as banks, savings and loan associations,
insurance companies, and investment counselors, broker-
dealers and the Distributor's affiliates and subsidiaries
for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of
shareholder services. If the Distributor's expenses are less
than its fees under the Class D Plan, the Trust will still
pay the full fee and the Distributor will realize a profit,
but the Trust will not be obligated to pay in excess of the
full fee, even if the Distributor's actual expenses are
higher. Currently the Distributor is taking this additional
compensation payment under the Class D Plan at a rate of
only .25% of each Portfolio's average daily net assets, on
an annualized basis, attributable to Class D shares.
It is possible that an institution may offer different
classes of shares to its customers and thus receive
different compensation with respect to different classes.
These financial institutions may also charge separate fees
to their customers.
The Trust may also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
23
<PAGE>
In addition, the Distributor may, from time to time in
its sole discretion, institute one or more promotional
incentive programs, which will be paid by the Distributor
from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor
will provide promotional incentives, in the form of cash or
other compensation, including merchandise, airline vouchers,
trips and vacation packages, to all dealers selling shares
of the Portfolios. Such promotional incentives will be
offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolios sold by the dealer.
PERFORMANCE ____________________________________________________________________
From time to time, a Portfolio may advertise yield and total
return. These figures are based on historical earnings and
is not intended to indicate future performance. No
representation can be made concerning actual yield or future
returns. The yield of a Portfolio refers to the income
generated by a hypothetical investment, net of any sales
charge imposed in the case of some Class D shares, in such
Portfolio over a thirty day period. This income is then
"annualized," i.e., the income over thirty days is assumed
to be generated over one year and is shown as a percentage
of the investment. The total return of a Portfolio refers to
the average compounded rate of return on a hypothetical
investment for designated time periods (including, but not
limited to, the period from which the Portfolio commenced
operations through the specified date), assuming that the
entire investment is redeemed at the end of each period and
assuming the reinvestment of all dividend and capital gain
distributions.
The performance of the Class D shares of each Portfolio
will normally be lower than that of Class A shares of the
Portfolio because of the additional distribution expenses,
transfer agent expenses and sales charges (when applicable)
charged to Class D shares.
A Portfolio may periodically compare its performance to
that of other mutual funds tracked by mutual fund rating
services (such as Lipper Analytical), or by financial and
business publications and periodicals, broad groups of
comparable mutual funds, unmanaged indices which may assume
investment of dividends but generally do not reflect
deductions for administrative and management costs or to
other investment alternatives. A Portfolio may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may use
long-term performance of these capital markets to
demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in
any of the capital markets. A Portfolio may also quote
financial and business publications and periodicals as they
relate to fund management, investment philosophy and
investment techniques.
A Portfolio may quote various measures of volatility and
benchmark correlation in advertising and may compare these
measures to those of other funds. Measures of volatility
attempt to compare historical share price fluctuations or
total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might
be. Measures of volatility and correlation are calculated
using averages of historical data and cannot be calculated
precisely.
24
<PAGE>
................................................................................
[SYMBOL APPEARS HERE] TAXES
You must pay taxes on your Portfolio's earnings, whether you take your payments
in cash or additional shares.
................................................................................
................................................................................
[SYMBOL APPEARS HERE] DISTRIBUTIONS
A Portfolio distributes income dividends and capital gains. Income dividends
represent the earnings from the Portfolio's investments; capital gains
distributions occur when investments in the Portfolio are sold for more than
the original purchase price.
................................................................................
Additional performance information is set forth in the
1995 Annual Report to Shareholders and is available upon
request and without charge by calling 1-800-437-6016.
TAXES __________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial, or administrative action.
No attempt has been made to present a detailed explanation of
the federal, state, or local tax treatment of the Portfolios
or its shareholders. Accordingly, shareholders are urged to
consult their tax advisers regarding specific questions as to
federal, state, and local taxes. State and local tax
consequences of an investment in a Portfolio may differ from
the federal income tax consequences described below.
Additional information concerning taxes is set forth in the
Statement of Additional Information.
Tax Status of Each Portfolio is treated as a separate entity for
the Portfolios federal income tax purposes and is not combined with the
Trust's other portfolios. The Portfolios intend to continue to
qualify for the special tax treatment afforded regulated
investment companies ("RICs") under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), so as
to be relieved of federal income tax on net investment income
and net capital gains (the excess of net long-term capital gain
over net short-term capital losses) distributed to
shareholders.
Tax Status of Each Portfolio will distribute substantially all of its net
Distributions investment income (including net short-term capital gains)
and net capital gain to shareholders. Dividends from a
Portfolio's net investment income will be taxable to its
shareholders as ordinary income, whether received in cash or in
additional shares, to the extent of the Portfolio's earnings
and profits and do not qualify for the corporate dividends-
received deduction. Distributions of net capital gains are
taxable to shareholders as long-term capital gains regardless
of how long the shareholders have held shares. Each Portfolio
will make annual reports to shareholders of the federal income
tax status of all distributions. Each Portfolio intends to make
sufficient distributions to avoid liability for federal excise
tax. Dividends declared by a Portfolio in October, November or
December of any year and payable to shareholders of record on a
date in such a month will be deemed to have been paid by the
Portfolio and received by the shareholders on December 31 of
that year if paid by the Portfolio at any time during the
following January.
25
<PAGE>
................................................................................
[SYMBOL BUY, EXCHANGE AND SELL
APPEARS REQUESTS ARE IN
HERE] "GOOD ORDER" WHEN:
. The account number and portfolio name are shown
. The amount of the transaction is specified in dollars or shares
. Signatures of all owners appear exactly as they are registered on the account
. Any required signature guarantees (if applicable) are included
. Other supporting legal documents (as necessary) are present
................................................................................
Investment income received by the Portfolios from sources
within foreign countries may be subject to foreign income
taxes withheld at the source. To the extent that the
Portfolio is liable for foreign income taxes so withheld, the
Portfolio intends to operate so as to meet the requirement of
the Code to pass through to the shareholders credit for
foreign income taxes paid. Although each Portfolio intends to
meet Code requirements to pass through credit for such taxes,
there can be no assurance that a Portfolio will be able to do
so.
Sale, exchange, or redemption of a Portfolio's shares is a
taxable transaction to the shareholder.
ADDITIONAL
INFORMATION ABOUT
DOING BUSINESS
WITH US ________________________________________________________________________
Business Days You may buy, sell or exchange shares on days on which the New
York Stock Exchange is open for business (a "Business Day").
All purchase, exchange and redemption requests received in
"good order" will be effective as of the Business Day received
by the Transfer Agent as long as the Transfer Agent receives
the order and, in the case of a purchase request, payment
before 4:00 p.m. Eastern time. Otherwise the purchase will be
effective when payment is received. Broker-dealers may have
separate arrangements with Class D shares of the Portfolios.
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 investment in a Portfolio's Class D
Investments shares is $1,000; however, the minimum investment may be
waived at the Distributor's discretion. All subsequent
purchases must be at least $100 ($25 for payroll deductions
authorized pursuant to pre-approved payroll deduction plans).
The Trust reserves the right to reject a purchase order when
the Distributor determines that it is not in the best
interest of the Trust or its shareholders to accept such
order. 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
26
<PAGE>
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.
Maintaining a Due to the relatively high cost of handling small
Minimum Account investments, a Portfolio reserves the right to redeem, at
Balance net asset value, the shares of any shareholder if, because
of redemptions of shares by or on behalf of the shareholder,
the account of such shareholder in a Portfolio has a value
of less than $1,000, the minimum initial purchase amount.
Accordingly, an investor purchasing shares of a Portfolio in
only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any
of these shares. Before a Portfolio exercises its right to
redeem such shares and to send the proceeds to the
shareholder, the shareholder will be given notice that the
value of the shares in his or her account is less than the
minimum amount and will be allowed 60 days to make an
additional investment in a Portfolio in an amount that will
increase the value of the account to at least $1,000. See
"Purchase and Redemption of Shares" in the Statement of
Additional Information for examples of when the right of
redemption may be suspended.
At various times, a Portfolio may be requested to redeem
shares for which it has not yet received good payment. In
such circumstances, redemption proceeds will be forwarded
upon collection of payment for the shares; collection of
payment may take 10 or more days. Each Portfolio intends to
pay cash for all shares redeemed, but under abnormal
conditions that make payment in cash unwise, payment may be
made wholly or partly in portfolio securities with a market
value equal to the redemption price. In such cases, an
investor may incur brokerage costs in converting such
securities to cash.
Net Asset Value An order to buy shares will be executed at a per share price
equal to the net asset value next determined after the
receipt of the purchase order by the Transfer Agent plus any
applicable sales charge (the "offering price"). No
certificates representing shares will be issued. An order to
sell shares will be executed at the net asset value per
share next determined after receipt and effectiveness of a
request for redemption in good order. Net asset value per
share is determined daily as of the close of business of the
New York Stock Exchange (currently, 4:00 p.m. Eastern time)
on any Business Day. Payment to shareholders for shares
redeemed will be made within 7 days after receipt by the
Transfer Agent of the redemption order.
The net asset value per share of a Portfolio is determined
How the Net by dividing the total market value of its investments and
Asset Value is other assets, less any liabilities, by the total number of
Determined outstanding shares of that Portfolio. A Portfolio may use a
pricing service to obtain the last sale price of each equity
or fixed income security held by that Portfolio. In
addition, portfolio securities are valued at the last quoted
sales price for such securities, or, if there is no such
reported sales price on the valuation date, at the most
recent quoted bid price. Unlisted securities for which
market quotations are readily available are valued at the
most
27
<PAGE>
recent quoted bid price. 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 each
Business Day. Purchases will be made in full and fractional
shares of a Portfolio calculated to three decimal places.
Although the methodology and procedures for determining net
asset value per share are identical for both classes of a
Portfolio, the net asset value per share of one class may
differ from that of another class because of the different
distribution fees charged to each class and the incremental
transfer agent fees charged to Class D shares.
Rights of In calculating the sales charge rates applicable to current
Accumulation purchases of a Portfolio's shares, a "single purchaser"
(defined below) is entitled to combine current purchases
with the current market value of previously purchased shares
of a Portfolio and Class D shares of other portfolios
("Eligible Portfolios") which are sold subject to a
comparable sales charge.
The term "single purchaser" refers to (i) an individual,
(ii) an individual and spouse purchasing shares of a
Portfolio for their own account or for trust or custodial
accounts of their minor children, or (iii) a fiduciary
purchasing for any one trust, estate or fiduciary account,
including employee benefit plans created under Sections 401
or 457 of the Code, including related plans of the same
employer. Furthermore, under this provision, purchases by a
single purchaser shall include purchases by an individual
for his/her own account in combination with (i) purchases of
that individual and spouse for their joint accounts or for
trust and custodial accounts for their minor children and
(ii) purchases of that individual's spouse for his/her own
account. To be entitled to a reduced sales charge based upon
shares already owned, the investor must ask the Transfer
Agent for such reduction at the time of purchase and provide
the account number(s) of the investor, the investor and
spouse, and their children (under age 21). A Portfolio may
amend or terminate this right of accumulation at any time as
to subsequent purchases.
Letter of By submitting a Letter of Intent (the "Letter") to the
Intent Transfer Agent, a single purchaser may purchase shares of a
Portfolio and the other Eligible Portfolios during a 13-
month period at the reduced sales charge rates applying to
the aggregate amount of the intended purchases stated in the
Letter. The Letter may apply to purchases made up to 90 days
before the date of the Letter. It is the shareholder's
responsibility to notify the Transfer Agent at the time the
Letter is submitted that there are prior purchases that may
apply.
Five percent (5%) of the total amount intended to be
purchased will be held in escrow by the Transfer Agent until
such purchase is completed within the 13-month period. The
13-month period begins on the date of the earliest purchase.
If the intended investment is not completed, SFM will
surrender an appropriate number of the escrowed shares for
redemption in order to realize the difference between the
sales charge on the shares purchased at the reduced rate and
the sales charge otherwise applicable to the total shares
purchased. Such purchasers may include the value of all
their shares of the Portfolio and of any of the other
Eligible Portfolios in the Trust towards the completion of
such Letter.
28
<PAGE>
Sales Charge No sales charge is imposed on shares of a Portfolio: (i)
Waivers issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Trust is a
party; (ii) sold to dealers or brokers that have a sales
agreement with the Distributor ("participating broker-
dealers"), for their own account or for retirement plans for
employees or sold to present employees of dealers or brokers
that certify to the Distributor at the time of purchase that
such purchase is for their own account; (iii) sold to
present employees of SEI or one of its affiliates, or of any
entity which is a current service provider to the Trust;
(iv) sold to tax-exempt organizations enumerated in Section
501(c) of the Code or qualified employee benefit plans
created under Sections 401, 403(b)(7) or 457 of the Code
(but not IRAs or SEPs); (v) sold to fee-based clients of
banks, financial planners and investment advisers; (vi) sold
to clients of trust companies and bank trust departments;
(vii) sold to trustees and officers of the Trust; (viii)
purchased with proceeds from the recent redemption of
another class of shares of a portfolio of the Trust, SEI
Tax-Exempt Trust, SEI Institutional Managed Trust, SEI
Liquid Asset Trust, or SEI Daily Income Trust; (ix)
purchased with the proceeds from the recent redemption of
shares of a mutual fund with similar investment objectives
and policies (other than Class D shares of the Trust listed
in (viii) above) for which a front-end sales charge was paid
(this offer will be extended, to cover shares on which a
deferred sales charge was paid, if permitted under
regulatory authorities' interpretation of applicable law);
or (x) sold to participants or members of certain affinity
groups, such as trade associations or membership
organizations, which have entered into arrangements with the
Distributor.
An investor relying upon any of the categories of waivers
of the sales charge must qualify such waiver in advance of
the purchase with the Distributor or the financial
institution or intermediary through which shares are
purchased by the investor.
The waiver of the sales charge under circumstances (viii)
and (ix) above applies only if the following conditions are
met: the purchase must be made within 60 days of the
redemption; the Transfer Agent must be notified in writing
by the investor, or his or her agent, at the time a purchase
is made; and a copy of the investor's account statement
showing such redemption must accompany such notice. The
waiver policy with respect to the purchase of shares through
the use of proceeds from a recent redemption as described in
clauses (viii) and (ix) above will not be continued
indefinitely and may be discontinued at any time without
notice. Investors should call the Distributor at 1-800-437-
6016 to confirm availability prior to initiating the
procedures described in clauses (viii) and (ix) above.
Members of affinity groups such as trade associations or
membership organizations which have entered into
arrangements relating to waivers of sales charges with the
Distributor should contact the Distributor at 1-800-437-6016
for more information.
The Distributor has also entered into arrangements with
certain affinity groups and broker dealers wherein their
members or clients are entitled to percentage-based
discounts from the otherwise applicable sales charge for
purchase of Class D shares. Currently, the percentage-based
discount is either 10% or 50%.
29
<PAGE>
Signature The Transfer Agent may require that the signatures on the
Guarantees written request be guaranteed. You should be able to obtain
a signature guarantee from a bank, broker, dealer, certain
credit unions, securities exchange or association, clearing
agency or savings association. Notaries public cannot
guarantee signatures. The signature guarantee requirement
will be waived if all of the following conditions apply: (1)
the redemption is for not more than $5,000 worth of shares,
(2) the redemption check is payable to the shareholder(s) of
record, and (3) the redemption check is mailed to the
shareholder(s) at his or her address of record. The Trust
and the Transfer Agent reserve the right to amend these
requirements without notice.
Telephone/Wire Redemption orders may be placed by telephone. Neither the
Instructions Trust nor the Transfer Agent will be responsible for any
loss, liability, cost or expense for acting upon wire
instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and the Trust's
Transfer Agent will each employ reasonable procedures to
confirm that instructions communicated by telephone are
genuine, including requiring a form of personal
identification prior to acting upon instructions received by
telephone and recording telephone instructions. The Trust or
the Trust's Transfer Agent may be liable for losses
resulting from fraudulent or unauthorized instructions if it
does not employ these procedures. If market conditions are
extraordinarily active, or other extraordinary circumstances
exist, and you experience difficulties placing redemption
orders by telephone, you may wish to consider placing your
order by other means.
Systematic Please note that if withdrawals exceed income dividends,
Withdrawal Plan your invested principal in the account will be depleted.
("SWP") Thus, depending upon the frequency and amounts of the
withdrawal payments and/or any fluctuations in the net asset
value per share, your original investment could be exhausted
entirely. To participate in the SWP, you must have your
dividends automatically reinvested. You may change or cancel
the SWP at any time, upon written notice to the Transfer
Agent.
How to Close An account may be closed by providing written notice to the
your Account Transfer Agent. You may also close your account by telephone
if you have previously elected telephone options on your
account application.
GENERAL INFORMATION ____________________________________________________________
The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
portfolios of shares and different classes of each
portfolio. Shareholders may purchase shares in each
Portfolio through two separate classes: Class A and Class D,
which provide for variations in distribution and transfer
agent costs, voting rights, dividends, and the imposition of
a sales charge on Class D Shares. This Prospectus offers the
Class D shares of the Trust's Core International Equity
Portfolio, European Equity Portfolio, Pacific Basin Equity
Portfolio, Emerging Markets Equity Portfolio and
International Fixed Income Portfolio. Additional information
pertaining to the Trust may be obtained by writing to SEI
30
<PAGE>
Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658 or by calling 1-800-437-6016.
All consideration received by the Trust for shares of any
Portfolio and all assets of such portfolio belong to that
portfolio and would be subject to liabilities related
thereto.
The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation materials and
reports to shareholders, costs of custodial services and
registering the shares under federal and state securities
laws, pricing, insurance expenses, including litigation and
other extraordinary expenses, brokerage costs, interest
charges, taxes and organization expenses.
Certain shareholders in one or more of the Portfolios may
obtain asset allocation services with respect to their
investments in such Portfolios. If a sufficient amount of a
Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise be
anticipated as a result of redemptions and purchases of
Portfolio shares pursuant to such services.
Trustees of the The management and affairs of the Trust are supervised by
Trust the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential management services to the Trust.
Voting Rights Each share held entitles the shareholder of record to one
vote. Each portfolio of the Trust will vote separately on
matters relating solely to that portfolio. Each class will
vote separately on matters pertaining to its distribution
plan. As a Massachusetts business trust, the Trust is not
required to hold annual meetings of shareholders but
approval will be sought for certain changes in the operation
of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be removed by the
remaining Trustees or by shareholders at a special meeting
called upon written request of shareholders owning at least
10% of the outstanding shares of the Trust. In the event
that such a meeting is requested the Trust will provide
appropriate assistance and information to the shareholders
requesting the meeting.
Reporting The Trust issues unaudited financial information
semiannually and audited financial statements annually. The
Trust furnishes proxy statements and other reports to
shareholders of record.
Shareholder Shareholder inquires should be directed to DST Systems,
Inquiries Inc., P.O. Box 419240, Kansas City, MO 64141-6240.
Dividends Substantially all of the net investment income (exclusive of
capital gains) of the Portfolio is periodically declared and
paid as a dividend. Currently, capital gains, if any, are
distributed at least annually.
Shareholders automatically receive all income dividends
and capital gain distributions in additional shares at the
net asset value next determined following the record date,
unless the shareholder has elected to take such payment in
cash. Shareholders may change their election by providing
written notice to SFM at least 15 days prior to the
distribution.
31
<PAGE>
Dividends and capital gains of each Portfolio are paid on
a per-share basis. The value of each share will be reduced
by the amount of any such payment. If shares are purchased
shortly before the record date for dividend or capital gains
distributions, a shareholder will pay the full price for the
shares and receive some portion of the price back as a
taxable dividend or distribution.
The dividends on Class D shares will normally be lower
than on Class A shares of a Portfolio because of the
additional distribution and transfer agent expenses charged
to Class D shares.
Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust.
Independent Price Waterhouse LLP serves as the independent public
Accountants accountants of the Trust.
Custodian and State Street Bank and Trust Company, 225 Franklin Street,
Wire Agent Boston, MA 02110, acts as Custodian for the assets of Core
International Equity and Emerging Markets Equity Portfolios
and The Chase Manhattan Bank, N.A., Chase MetroTech Center,
Brooklyn, NY 11245, acts as Custodian for the assets of the
European Equity, Pacific Basin Equity and International
Fixed Income Portfolios (each a "Custodian" and, together,
the Custodians). The Custodian holds cash, securities and
other assets of the Trust as required by the 1940 Act.
CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box
7618, Philadelphia, PA 19101 acts as wire agent of the
Trust's assets.
DESCRIPTION
OF PERMITTED
INVESTMENTS
AND RISK FACTORS ______________________________________________________________
The following is a description of the permitted investment
practices for the Portfolio, and the associated risk
factors:
American ADRs are securities, typically issued by a U.S. financial
Depositary institution (a "depositary"), that evidence ownership
Receipts interests in a security or a pool of securities issued by a
("ADRs"), foreign issuer and deposited with the depositary. ADRs
Continental include American Depositary Shares and New York Shares.
Depositary EDRs, which are sometimes referred to as Continental
Receipts Depositary Receipts ("CDRs"), are securities, typically
("CDRs"), issued by a non-U.S. financial institution, that evidence
European ownership interests in a security or a pool of securities
Depositary issued by either a U.S. or foreign issuer. GDRs are issued
Receipts globally and evidence similar ownership management.
("EDRs") and Generally, ADRs are designed for trading in the U.S.
Global securities market, EDRs are designed for trading in European
Depositary securities markets and GDRs are designed for trading in non-
Receipts U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be
("GDRs") available for investment through "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
32
<PAGE>
all the costs of the unsponsored facility. The depositary of
an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the
issuer of the deposited security or to pass through to the
holders of the receipts voting rights with respect to the
deposited securities.
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are issued by corporations to finance the
shipment and storage of goods. Maturities are generally six
months or less.
Certificates of Certificates of deposit are interest bearing instruments
Deposit with a specific maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of
funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit with penalties
for early withdrawal will be considered illiquid.
Commercial Commercial paper is a term used to describe unsecured short-
Paper term promissory notes issued by banks, municipalities,
corporations and other entities. Maturities on these issues
vary, generally from a few to 270 days.
Convertible Convertible securities are corporate securities that are
Securities exchangeable for a set number of another security at a
prestated price. Convertible securities typically have
characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market
value of a convertible security tends to move with the
market value of the underlying stock. The value of a
convertible security is also affected by prevailing interest
rates, the credit quality of the issuer, and any call
provisions.
Equity Equity securities represent ownership interests in a company
Securities or corporation and consist of common stock, preferred stock,
warrants and rights to subscribe to common stock and in
general, any security that is convertible into or
exchangeable for common stock. Investments in common stocks
are subject to market risks which may cause their prices to
fluctuate over time. The value of convertible securities is
also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions. Changes in
the value of fund securities will not necessarily affect
cash income derived from these securities but will affect a
Portfolio's net asset value.
Fixed Income Fixed income securities are debt obligations issued by
Securities corporations, municipalities and other borrowers. The market
value of fixed income investments will generally change in
response to interest rate changes and other factors. During
periods of falling interest rates, the values of outstanding
fixed income securities generally rise. Conversely, during
periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities
with longer maturities tend to produce higher yields, the
prices of longer maturity securities are also subject to
greater market fluctuations as a result of changes in
interest rates. Changes by recognized agencies in the rating
of any fixed income security and in the ability of an issuer
to make payments of interest and principal will also affect
the value of these investments. Changes in the value of
portfolio securities will not affect cash income derived
from these securities but will affect a Portfolio's net
asset value.
33
<PAGE>
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.
Forward Foreign A forward contract involves an obligation to purchase or
Currency sell a specific currency amount at a future date, agreed
Contracts upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.
At the maturity of a forward contract, the Portfolio may
either sell a portfolio security and make delivery of the
foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the same
maturity date, the same amount of the foreign currency. The
Portfolio may realize a gain or loss from currency
transactions.
Futures Futures contracts provide for the future sale by one party
Contracts and and purchase by another party of a specified amount of a
Options on specific security at a specified future time and at a
Futures specified price. An option on a futures contract gives the
Contracts purchaser the right, in exchange for a premium, to assume a
position in a futures contract at a specified exercise price
during the term of the option. A Portfolio may use futures
contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held
or expected to be acquired or be disposed of, to minimize
fluctuations in foreign currencies, or to gain exposure to a
particular market or instrument. A Portfolio will minimize
the risk that it will be unable to close out a futures
contract by only entering into futures contracts which are
traded on national futures exchanges. In addition, a
Portfolio will only sell covered futures contracts and
options on futures contracts.
Stock index futures are futures contracts for various
stock indices that are traded on registered securities
exchanges. A stock index futures contract obligates the
seller to deliver (and the purchaser to take) an amount of
cash equal to a specific dollar amount times the difference
between the value of a specific stock index at the close of
the last trading day of the contract and the price at which
the agreement is made.
34
<PAGE>
A stock index futures contract is a bilateral agreement
pursuant to which two parties agree to take or make delivery
of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the
close of trading of the contract and the price at which the
futures contract is originally struck. No physical delivery
of the stocks comprising the Index is made; generally
contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into futures
contracts. Instead, a Portfolio would be required to deposit
an amount of cash or U.S. Treasury securities known as
"initial margin." Subsequent payments, called "variation
margin," to and from the broker, would be made on a daily
basis as the value of the futures position varies (a process
known as "marking to market"). The margin is in the nature
of a performance bond or good-faith deposit on a futures
contract.
There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets
and movements in interest rates; (2) there may be an
imperfect or no correlation between the changes in market
value of the securities held by the Portfolio and the prices
of futures and options on futures; (3) there may not be a
liquid secondary market for a futures contract or option;
(4) trading restrictions or limitations may be imposed by an
exchange; and (5) government regulations may restrict
trading in futures contracts and futures options.
A Portfolio may enter into futures contracts and options
on futures contracts traded on an exchange regulated by the
Commodities Futures Trading Commission ("CFTC"), as long as,
to the extent that such transactions are not for "bona fide
hedging purposes," the aggregate initial margin and premiums
on such positions (excluding the amount by which such
options are in the money) do not exceed 5% of a Portfolio's
net assets. A Portfolio may buy and sell futures contracts
and related options to manage its exposure to changing
interest rates and securities prices. Some strategies reduce
a Portfolio's exposure to price fluctuations, while others
tend to increase its market exposure. Futures and options on
futures can be volatile instruments and involve certain
risks that could negatively impact a Portfolio's return.
In order to avoid leveraging and related risks, when a
Portfolio purchases futures contracts, it will collateralize
its position by depositing an amount of cash or cash
equivalents, equal to the market value of the futures
positions held, less margin deposits, in a segregated
account with the Trust's custodian. Collateral equal to the
current market value of the futures position will be marked
to market on a daily basis.
Illiquid Illiquid securities are securities that cannot be disposed
Securities of within seven business days at approximately the price at
which they are being carried on the Portfolio's books. An
illiquid security includes a demand instrument with a demand
notice period exceeding seven days, when there is no
secondary market for such security and repurchase agreements
with durations over seven days in length. In addition, the
Emerging Markets Equity Portfolio believes that carefully
selected investments in joint ventures, cooperatives,
partnerships,
35
<PAGE>
private placements, unlisted securities and other similar
situations (collectively, "special situations") could
enhance the Portfolio's capital appreciation potential.
Investments in special situations may be illiquid, as
determined by the Portfolio's advisers based on criteria
approved by the Board of Trustees. To the extent these
investments are deemed illiquid, the Portfolio's investment
in them will be consistent with its 10% restriction on
investment in illiquid securities.
Investment Because of restrictions on direct investment by U.S.
Companies entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. A Portfolio
does not intend to invest in other investment companies
unless, in the judgment of its advisers, the potential
benefits of such investments exceed the associated costs
relative to the benefits and costs associated with direct
investments in the underlying securities.
Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities, and are
subject to limitations under the 1940 Act. A Portfolio may
also incur tax liability to the extent it invests in the
stock of a foreign issuer that constitutes a "passive
foreign investment company."
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
advisers have agreed to waive its management fee with
respect to the portion of this Portfolio's assets invested
in shares of other open-ended 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 and include the
Entities Asian Development Bank, the Inter-American Development Bank,
International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic
Community, European Investment Bank and the Nordic
Investment Bank.
Options A put option gives the purchaser of the option the right to
sell, and the writer of the option the obligation to buy,
the underlying security at any time during the option
period. A call option gives the purchaser of the option the
right to buy, and the writer of the option the obligation to
sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration
for undertaking the obligations under the option contract.
The initial purchase (sale) of an option contract is an
"opening transaction." In order to close out an option
position, a Portfolio may enter into a "closing
transaction," which is simply the sale (purchase) of an
option contract on the same security with the same exercise
price and expiration date as the option contract originally
opened.
36
<PAGE>
A Portfolio may purchase put and call options to protect
against a decline in the market value of the securities in
its portfolio or to anticipate an increase in the market
value of securities that the Portfolio may seek to purchase
in the future. A Portfolio purchasing put and call options
pays a premium therefor. If price movements in the
underlying securities are such that exercise of the options
would not be profitable for the Portfolio, loss of the
premium paid may be offset by an increase in the value of
the Portfolio's securities or by a decrease in the cost of
acquisition of securities by the Portfolio.
A Portfolio may write covered call options as a means of
increasing the yield on its fund and as a means of providing
limited protection against decreases in its market value.
When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make
the exercise of the option profitable to the holder thereof,
the option generally will expire without being exercised and
the Portfolio will realized as profit the premium received
for such option. When a call option of which a Portfolio is
the writer is exercised, the Portfolio will be required to
sell the underlying securities to the option holder at the
strike price, and will not participate in any increase in
the price of such securities above the strike price. When a
put option of which a Portfolio is the writer is exercised,
the Portfolio will be required to purchase the underlying
securities at the strike price, which may be in excess of
the market value of such securities.
A Portfolio may purchase and write options on an exchange
or over-the-counter. Over-the-counter options ("OTC
options") differ from exchange-traded options in several
respects. They are transacted directly with dealers and not
with a clearing corporation, and therefore entail the risk
of non-performance by the dealer. OTC options are available
for a greater variety of securities and for a wider range of
expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded
on an exchange, pricing is done normally by reference to
information from a market maker. It is the position of the
SEC that OTC options are generally illiquid.
A Portfolio may purchase and write put and call options
on foreign currencies (traded on U.S. and foreign exchanges
or over-the-counter markets) to manage its exposure to
exchange rates. Call options on foreign currency written by
a Portfolio will be "covered," which means that the
Portfolio will own an equal amount of the underlying foreign
currency. With respect to put options on foreign currency
written by a Portfolio, the Portfolio will establish a
segregated account with its custodian bank consisting of
cash or liquid, high grade debt securities in an amount
equal to the amount the Portfolio would be required to pay
upon exercise of the put.
A Portfolio may purchase and write put and call options
on indices and enter into related closing transactions. Put
and call options on indices are similar to options on
securities except that options on an index give the holder
the right to receive, upon 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
37
<PAGE>
amount of cash is equal to the difference between the
closing price of the index and the exercise price of the
option, expressed in dollars multiplied by a specified
number. Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index
generally, rather than the price movements in individual
securities. A Portfolio may choose to terminate an option
position by entering into a closing transaction. The ability
of a Portfolio to enter into closing transactions depends
upon the existence of a liquid secondary market for such
transactions.
The Portfolio may engage in writing covered call options.
Under a call option, the purchaser has the right to purchase
and the writer (the Portfolio) the obligation to sell the
underlying security at the exercise price during the option
period. Options purchased by the Portfolio will be listed on
a national securities exchange. In order to close out an
option position, the Portfolio may enter into a "closing
purchase transaction," which involves the purchase of an
option on the same security at the same exercise price and
expiration date. If the Portfolio is unable to effect a
closing purchase transaction with respect to an option it
has written, it will not be able to sell the underlying
security until the option expires or the Portfolio delivers
the security upon exercise. Permissible options include
options on stock indices.
All options written on indices must be covered. When a
Portfolio writes an option on an index, it will establish a
segregated account containing cash or liquid high grade debt
securities with its Custodian in an amount at least equal to
the market value of the option and will maintain the account
while the option is open or will otherwise cover the
transaction.
Risk Factors: Risks associated with options transactions
include: (1) the success of a hedging strategy may depend on
an ability to predict movements in the prices of individual
securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation
between the movement in prices of options and the securities
underlying them; (3) there may not be a liquid secondary
market for options; and (4) while a Portfolio will receive a
premium when it writes covered call options, it may not
participate fully in a rise in the market value of the
underlying security.
Privatizations Privatizations are foreign government programs for selling
all or part of the interests in government owned or
controlled enterprises. The ability of a U.S. entity to
participate in privatizations in certain foreign countries
may be limited by local law, or the terms on which a
Portfolio may be permitted to participate may be less
advantageous than those applicable for local investors.
There can be no assurance that foreign governments will
continue to sell their interests in companies currently
owned or controlled by them or that privatization programs
will be successful.
Repurchase Repurchase agreements are agreements by which a Portfolio
Agreements obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from
38
<PAGE>
the date of purchase. The Custodian or its agent will hold
the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to
102% of the purchase price. The Portfolio bears a risk of
loss in the event the other party defaults on its
obligations and the Portfolio is delayed or prevented from
its right to dispose of the collateral securities or if the
Portfolio realizes a loss on the sale of the collateral
securities. The advisers will enter into repurchase
agreements on behalf of a Portfolio only with financial
institutions deemed to present minimal risk of bankruptcy
during the term of the agreement based on guidelines
established and periodically reviewed by the Trustees.
Repurchase agreements are considered loans under the 1940
Act.
Securities of There are certain risks connected with investing in foreign
Foreign Issuers securities. These include risks of adverse political and
economic developments (including possible governmental
seizure or nationalization of assets), the possible
imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less
information on such securities and their issuers available
to the public, the difficulty of obtaining or enforcing
court judgments abroad, restrictions on foreign investments
in other jurisdictions, difficulties in effecting
repatriation of capital invested abroad and difficulties in
transaction settlements and the effect of delay on
shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable
U.S. securities. The value of a Portfolio's investments
denominated in foreign currencies will depend on the
relative strengths of those currencies and the U.S. dollars,
and a Portfolio may be affected favorably or unfavorably by
changes in the exchange rates or exchange control
regulations between foreign currencies and the U.S. dollar.
Changes in foreign currency exchange rates also may affect
the value of dividends and interest earned, gains and losses
realized on the sale of securities and net investment income
and gains if any, to be distributed to shareholders by a
Portfolio. Furthermore, emerging market countries may have
less stable political environments than more developed
countries. Also it may be more difficult to obtain a
judgment in a court outside the United States.
Short Sales A Portfolio may sell securities short against the box. A
short sale is "against the box" if at all times during which
the short position is open, the Portfolio owns at least an
equal amount of the securities or securities convertible
into, or exchangeable without further consideration for,
securities of the same issue as the securities that are sold
short.
Swaps, Caps, Interest rate swaps, mortgage swaps, currency swaps and
Floorsand other types of swap agreements such as caps, floors and
Collars collars are designed to permit the purchaser to preserve a
return or spread on a particular investment or portion of
its portfolio, and to protect against any increase in the
price of securities a Portfolio anticipates purchasing at a
later date. In a typical interest rate swap, one party
agrees to make regular payments equal to a floating interest
rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount, for a
specific period of time. If a swap agreement provides
39
<PAGE>
for payment in different currencies, the parties might agree
to exchange the notional principal amount as well. Swaps may
also depend on other prices or rates, such as the value of
an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to
make payments only under specified circumstances, usually in
return for payment of a fee by the other party. For example,
the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the
extent that a specified interest rate falls below an agreed-
upon level. An interest rate collar combines elements of
buying a cap and selling a floor.
Swap agreements are sophisticated hedging instruments
that typically involve a small investment of cash relative
to the magnitude of risk assumed. As a result, swaps can be
highly volatile and have a considerable impact on a
Portfolio's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and
may decline in value if the counterparty's creditworthiness
deteriorates. A Portfolio may also suffer losses if it is
unable to terminate outstanding swap agreements or reduce
its exposure through offsetting transactions. Any obligation
a Portfolio may have under these types of arrangements will
be covered by setting aside liquid high grade securities in
a segregated account. A Portfolio will enter into swaps only
with counterparties believed to be creditworthy.
Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Like a certificate of
deposit, a time deposit earns a specified rate of interest
over a definite period of time; however, it cannot be traded
in the secondary market. Time deposits with a withdrawal
penalty are considered to be illiquid securities.
U.S. Government Obligations issued or guaranteed by agencies of the U.S.
Agencies Government, including, among others, the Federal Farm Credit
Bank, the Federal Housing Administration and the Small
Business Administration and obligations issued or guaranteed
by instrumentalities of the U.S. Government, including,
among others, the Federal Home Loan Mortgage Corporation,
the Federal Land Banks and the U.S. Postal Service. Some of
these securities are supported by the full faith and credit
of the U.S. Treasury (e.g., Government National Mortgage
Association), and others are supported by the right of the
issuer to borrow from the Treasury (e.g., Federal Farm
Credit Bank), while still others are supported only by the
credit of the instrumentality (e.g., Federal National
Mortgage Association). Guarantees of principal by agencies
or instrumentalities of the United 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.
40
<PAGE>
U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds
Obligations issued by the U.S. Treasury and separately traded interest
and principal component parts of such obligations that are
transferable through the Federal book-entry system known as
Separately Traded Registered Interest and Principal
Securities ("STRIPS").
Variable and Certain obligations may carry variable or floating rates of
FloatingRate interest, may involve a conditional or unconditional demand
Instruments feature. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market
rates or indices. The interest rates on these securities may
be reset daily, weekly, quarterly or some other reset
period, and may have a floor or ceiling on interest rate
changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market
interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is
no secondary market for such security.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy equity or fixed income securities of
a company at a given price during a specified period.
When-Issued and When-issued or delayed delivery basis transactions involve
Delayed the purchase of an instrument with payment and delivery
Delivery taking place in the future. Delivery of and payment for
Securities these securities may occur a month or more after the date of
the purchase commitment. A Portfolio will maintain with its
Custodian a separate account with liquid high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date and no interest accrues to
a Portfolio before settlement. These securities are subject
to market fluctuation due to changes in market interest
rates and it is possible that the market value at the time
of settlement could be higher or lower than the purchase
price if the general level of interest rates has changed.
Although a Portfolio generally purchases securities on a
when-issued or forward commitment basis with the intention
of actually acquiring securities, a Portfolio may dispose of
a when-issued security or forward commitment prior to
settlement if it deems appropriate.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
41
<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 August 31, 1995. Prospectuses may be obtained
through SEI Financial Services Company, 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658.
TABLE OF CONTENTS
The Trust......................................................... S-2
Description of Permitted Investments.............................. S-2
Description of Ratings............................................ S-4
Investment Limitations............................................ S-8
Non-Fundamental Policies.......................................... S-9
The Manager and Shareholder Servicing Agent....................... S-10
The Advisers and Sub-Advisers..................................... S-11
Distribution...................................................... S-12
Trustees and Officers of the Trust................................ S-14
Performance....................................................... S-16
Purchase and Redemption of Shares................................. S-17
Shareholder Services (Class D shares)............................. S-18
Taxes............................................................. S-20
Portfolio Transactions............................................ S-21
Description of Shares............................................. S-23
Limitation of Trustees' Liability................................. S-24
Voting............................................................ S-24
Shareholder Liability............................................. S-24
Control Persons and Principal Holders of Securities............... S-24
Experts........................................................... S-24
Financial Statements.............................................. S-25
June 28, 1995, as amended August 31, 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 (each a "Portfolio"
and, together, the "Portfolios"), 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.
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.
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.
S-2
<PAGE>
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 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
S-3
<PAGE>
Commercial paper rated A by Standard & Poor's Corporation ("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, the highest rating category, reflect a "very
strong" degree of safety regarding timely payment. Those rated A-2, the second
highest rating category, reflect a "satisfactory" degree of safety regarding
timely payment.
Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and
"strong" quality, respectively, 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, the highest rating category established 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 from 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).
. 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
S-4
<PAGE>
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. 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
S-5
<PAGE>
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 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 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 quality 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
S-6
<PAGE>
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.
INVESTMENT LIMITATIONS
The Core International Equity, European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios may not:
1. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Portfolio may (i) purchase or hold
debt instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) lend its securities.
S-7
<PAGE>
2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Portfolio may purchase (i) marketable
securities issued by companies which own or invest in real estate
(including real estate investment trusts), commodities, or commodities
contracts, and (ii) commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.
3. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
4. Issue senior securities (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), except as permitted by rule, regulation or
order of the Securities and Exchange Commission ("SEC").
5. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
The International Fixed Income 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 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 in the 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 fees.
S-8
<PAGE>
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 than 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.
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
The following investment limitations are non-fundamental policies of the Trust
and may change without shareholder approval.
The Core International Equity, European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios may not:
1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Portfolio's fundamental limitation on borrowing.
2. Invest in companies for the purpose of exercising control.
3. Purchase securities on margin or effect short sales, except that each
Portfolio may (i) obtain short-term credits as necessary for the clearance
of security transactions, (ii) provide initial and variation margin
payments in connection with transactions involving futures contracts and
options on such contracts, and (iii) make short sales "against the box" or
in compliance with the SEC's position regarding the asset segregation
requirements of Section 18 of the 1940 Act.
4. Purchase securities which must be registered under the 1933 Act, as
amended, before they may be sold to the public, if, in the aggregate, more
than 15% of its total assets would be invested in such restricted
securities. Securities exempted from registration upon resale by Rule 144A
under the 1933 Act are not deemed to be restricted securities for purposes
of this limitation.
5. Purchase illiquid securities, i.e., securities that cannot be disposed of
----
for their approximate carrying value in seven days or less (which term
includes repurchase agreements and time deposits maturing in more than
seven days) if, in the aggregate, more than 15% of its total assets would
be invested in illiquid
S-9
<PAGE>
securities. Notwithstanding the foregoing, securities eligible to be re-
sold under Rule 144A of the 1933 Act may be treated as liquid securities
under procedures adopted by the Board of Trustees.
6. Invest its assets in securities of any investment company, except (i) by
purchase in the open market involving only customary brokers' commissions,
(ii) in connection with mergers, acquisitions of assets, or consolidations,
or (iii) as otherwise permitted by the 1940 Act.
7. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of the 1%
of the shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.
8. Purchase securities of any company which has (with predecessors) a record
of less than three years continuing operations if, as a result, more than
5% of the total assets (taken at current value) would be invested in such
securities.
ADDITIONAL RESTRICTIONS
The following are non-fundamental investment limitations that are currently
required by one or more states in which the Trust sells shares of the
Portfolios. These limitations are in addition to, and in some cases more
restrictive than, the fundamental and non-fundamental investment limitations
listed above. A limitation may be changed or eliminated without shareholder
approval if the relevant state(s) changes or eliminates its policy regarding
such investment restriction. As long as a Portfolio's shares are registered for
sale in such states, it may not:
1. Invest more than 5% of its net assets in warrants; provided that of this 5%
no more than 2% will be in warrants that are not listed on the New York
Stock Exchange or the American Stock Exchange.
2. Invest in the securities of other investment companies except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from the purchase other than the customary broker's commission, or
except when the purchase is part of a plan of merger, consolidation,
reorganization or acquisition.
3. Invest more than 10% of its total assets in illiquid securities, including
securities which are not readily marketable or are restricted.
4. Make short sales, except for short sales "against the box."
5. Invest more than 15% of its assets in restricted securities. For purposes
of this limitation, securities exempt from registration under the 1993 Act,
including Rule 144A securities, are considered to be restricted securities.
THE MANAGER AND SHAREHOLDER SERVICING AGENT
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
S-10
<PAGE>
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 $2,653 $ 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.
THE ADVISERS 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
S-11
<PAGE>
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 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
S-12
<PAGE>
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:
<TABLE>
<CAPTION>
==================================================================================================================================
Total Dist. Amount
Expenses Paid to 3rd
Total Dist. as Parties by Sales Printing Other
Portfolio Class Expenses a % of net SFS for Expenses Costs Costs*
assets Distributor
Related
Services
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A $562,142 .12% $0 $562,142 $0 $0
----------------------------------------------------------------------------------------------
Core International Equity 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
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
S-13
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================================
Total Dist. Amount
Expenses Paid to 3rd
Total Dist. as Parties by Sales Printing Other
Portfolio Class Expenses a % of net SFS for Expenses Costs Costs*
assets Distributor
Related
Services
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity Portfolio A $385 .11% $0 $385 $0 $0
- ----------------------------------------------------------------------------------------------------------------------------------
International Fixed Income A $39,602 .12% $0 $39,602 $0 $0
Portfolio
==================================================================================================================================
</TABLE>
*Costs of complying with securities laws pertaining to the distribution of
shares.
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 Rust; 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.
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.
S-14
<PAGE>
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.
TODD CIPPERMAN - Vice President, Assistant Secretary - SEI, the Administrator
and the Distributor since 1995. Associate, Dewey Ballantine (law firm) 1994-
1995. Associate, Winston & Strawn (law firm) 1991-1994.
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., Partner, 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-15
<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, Trustee* $4,145 $0 $0 $56,250
- -----------------------------------------------------------------------------------------------------------------------------------
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
===================================================================================================================================
</TABLE>
* 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)%
---------------------------------------------
D * * * *
---------------------------------------------
Pacific Basin Equity Portfolio A * * * (15.00)%
---------------------------------------------
D * * * *
---------------------------------------------
Emerging Markets Equity A * * * *
Portfolio
---------------------------------------------
</TABLE>
S-16
<PAGE>
<TABLE>
<CAPTION>
================================================================================
Portfolio Class Average Annual Total Return
-------------------------------------
One Five Ten Since
Year Year Year Inception
---------------------------------------------
<S> <C> <C> <C> <C> <C>
D * * * *
- --------------------------------------------------------------------------------
International Fixed Income A 8.43% * * 7.81%
Portfolio
--------------------------------------------
D * * * *
================================================================================
</TABLE>
*Not in operation during such period
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) divided by 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 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.
S-17
<PAGE>
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.
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
S-18
<PAGE>
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 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.
S-19
<PAGE>
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.
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.
S-20
<PAGE>
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 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.
S-21
<PAGE>
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 Amount Paid to
Commission (000) Distributor(000) % Paid to 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 * * $157 * * $0 * * 0% * * $20
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity * * $26 * * $0 * * 0% * * $0
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
International Fixed Income * $0 $0 * $0 $0 * 0% 0% * * *
Portfolio
====================================================================================================================================
</TABLE>
*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.
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
S-23
<PAGE>
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%.
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%.
S-24
<PAGE>
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 (1) 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, and (2) the unaudited financial statements for the
period January 17, 1995 through May 17, 1995 for the Emerging Markets Equity
Portfolio.
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>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
Foreign Common Stock (86.0%)
- ------------------------------------------------------------------------------
<S> <C> <C>
Argentina (4.9%)
Central Costanera ............................ 34,200 $ 105
IRSA GDR* .................................... 1,700 41
IRSA* ........................................ 29,700 72
Perez Companc ................................ 73,916 341
Total Argentina ........................................... 559
Brazil (2.5%)
Aracruz Celulose ADR ......................... 10,100 114
Telebras ADR ................................. 4,700 169
Total Brazil .............................................. 283
Chile (2.0%)
AFP Provida ADR* ............................. 2,100 51
Chilgener ADR ................................ 3,600 103
Madeco ADR ................................... 1,300 36
Vina Concha Y Toro ADR ....................... 2,000 41
Total Chile ............................................... 231
China (0.3%)
Huaneng Power ADR* ........................... 2,000 36
Total China ............................................... 36
Columbia (1.5%)
Banco de Columbia GDS ........................ 25,800 175
Total Columbia ............................................ 175
Greece (2.1%)
Aegek ........................................ 2,800 61
Aluminum of Greece* .......................... 1,600 67
Ergo Bank .................................... 670 31
Hellenic Bottling ............................ 2,725 78
Total Greece .............................................. 237
Hong Kong (2.9%)
CDL Hotels International ..................... 116,000 55
Guang Dong Investment ........................ 76,000 38
Guangzhou Investment ......................... 130,000 23
HSBC Holdings ................................ 2,500 31
Johnson Electric Holdings .................... 13,000 29
MC Packaging ................................. 70,000 28
Shangri-La Asia .............................. 26,000 30
Sinocan Holdings ............................. 110,000 27
Siu-Fung Ceramics ............................ 160,000 25
Tian An China ................................ 142,000 22
Yue Yuen Industrial Holdings ................. 104,000 25
Total Hong Kong ........................................... 333
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
India (2.7%)
India Fund .............................. 4,400 $ 52
India Growth Fund ....................... 6,300 121
India Investment Fund ................... 9,500 105
Indian Hotels GDR* ...................... 1,800 31
Total India ............................................... 309
Indonesia (4.8%)
Asia Pacific Resource ADR* .............. 4,400 36
Astra "F" ............................... 48,500 85
Bank Bali "F" ........................... 14,500 29
Bank International Indonesia ............ 11,000 31
Dankos Labs "F" ......................... 9,000 42
Indo-Rama "F" ........................... 15,000 46
Indonesian Satellite ADR* ............... 1,900 73
Indorayon "F" ........................... 27,000 62
Semen Gresik "F" ........................ 17,000 84
Tjiwi Kimia ............................. 10,000 18
United Tractors "F" ..................... 23,000 43
Total Indonesia ........................................... 549
Israel (0.9%)
ECI Telecommunications ADR .............. 5,800 99
Total Israel .............................................. 99
Korea (1.6%)
Kepco ADR* .............................. 2,050 47
Korea Equity Fund ....................... 3,400 29
Korea Fund .............................. 2,400 53
Korea Investment Fund ................... 4,600 56
Total Korea ............................................... 185
Malaysia (26.7%)
Arab Malaysian .......................... 53,000 180
Arab Malaysian Finance .................. 23,000 79
Arab Malaysian Merchant Bank ............ 39,000 466
DCB Holdings ............................ 67,000 191
Genting Berhad .......................... 15,000 158
Hong Leong Credit ....................... 45,000 204
IJM Corp Berhad ......................... 77,000 290
Industrial Oxygen ....................... 116,000 150
Kian Joo Can Factory .................... 33,000 119
Leader Universal Holdings ............... 79,000 294
Resorts World Berhad .................... 44,000 263
Tanjong ................................. 31,000 101
Telekom Malaysia ........................ 10,000 72
United Engineers ........................ 161,000 518
Total Malaysia ............................................ 3,085
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Mexico (4.9%)
Penoles* ................................ 95,000 $ 264
Telefonos de Mexico ADR ................. 9,700 301
Total Mexico .............................................. 565
Peru (2.8%)
Banco de Credito Del Peru* .............. 63,200 137
Southern Peru Copper* ................... 22,600 100
Telefonos Peru "A"* ..................... 52,500 80
Total Peru ................................................ 317
Philippines (5.3%)
Aboitiz Equity Ventures* ................ 315,600 63
Ayala "B" ............................... 24,800 38
Bacnotan Cement* ........................ 86,800 110
Benpres Holdings GDS* ................... 5,900 46
Keppel Phil "B" ......................... 87,000 46
La Tondena Distillers ................... 46,000 60
Manila Mining "B" ....................... 13,900,000 54
Petron .................................. 42,000 33
Philippine Long Distance ................ 620 44
Philippine Long Distance ADR ............ 1,650 115
Total Philippines ......................................... 609
Portugal (1.6%)
Capital Portugal* ....................... 540 48
Cimpor Rights* .......................... 2,000 6
Empresa Fabril* ......................... 3,900 47
Sonae Investimentos ..................... 1,900 46
Soporcel* ............................... 1,550 43
Total Portugal ............................................ 190
Singapore (1.0%)
United Overseas Bank .................... 10,800 110
Total Singapore ........................................... 110
South Africa (8.2%)
Anglo American .......................... 3,580 197
Barlow .................................. 7,100 74
Iscor ................................... 121,800 153
Liberty Life ............................ 5,500 152
South African Breweries ................. 5,500 160
Standard Bank ........................... 5,570 211
Total South Africa ........................................ 947
South Korea (0.4%)
Pohang Iron & Steel ADR ................. 1,600 48
Total South Korea ......................................... 48
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Taiwan (1.0%)
Taiwan Equity Fund ...................... 5,200 $ 60
Taiwan(ROC)Fund* ........................ 5,100 58
Total Taiwan .............................................. 118
Thailand (3.9%)
Ban Pu Coal ............................. 2,400 51
Bangkok Bank "F" ........................ 5,100 56
Electricity Generating* ................. 25,700 74
Land and House "F" ...................... 2,100 40
Regional Container "F" .................. 2,000 32
Siam Cement "F" ......................... 1,100 68
Thai Farmers Bank "F" ................... 8,100 74
United Communications ................... 1,900 28
Wongpaitoon Footwear "F"* ............... 17,000 27
Total Thailand ............................................ 450
Turkey (2.7%)
Cimentas* ............................... 32,000 25
Ege Biracilik ........................... 63,000 70
KOC Holdings ............................ 40,000 35
Tat Konserve ............................ 48,600 94
Tofas-Turk Otomobil ..................... 100,600 83
Total Turkey .............................................. 307
Venezuela (1.3%)
Quimica Y Minera ADR .................... 1,000 40
Sivensa ADR ............................. 71,100 112
Total Venezuela ........................................... 152
- ------------------------------------------------------------------------------
Total Foreign Common Stock
(Cost $9,185[000]) ..................................... 9,894
- ------------------------------------------------------------------------------
Foreign Preferred Stocks (9.2%)
- ------------------------------------------------------------------------------
Brazil (9.2%)
Cie Vale Do Rio Doce .................... 844,000 155
Cimento Itau* ........................... 170,000 60
Copene Petroquimica Nord "A" ............ 44,000 36
Coteminas ............................... 140,000 48
Eletrobras "B" .......................... 915,000 279
Gradiente Electronics "A" ............... 207,000 28
Lojas Renner ............................ 2,100,000 38
Petrobras ............................... 1,150,000 114
Petrobras Distribuidora ................. 1,530,000 57
Randon Participacoes .................... 23,000,000 34
Sadia Concordia* ........................ 40,000 43
</TABLE>
<PAGE>
Schedule of Investments SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Market
Value
EMERGING MARKETS EQUITY PORTFOLIO Shares (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Usiminas Gerais ......................... 137,000,000 $ 173
Total Brazil .............................................. 1,065
- ------------------------------------------------------------------------------
Total Foreign Preferred Stocks
(Cost $935[000]) ....................................... 1,065
- ------------------------------------------------------------------------------
<CAPTION>
Face Market
Amount Value
(000) (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
Convertible Bonds (0.9%)
- ------------------------------------------------------------------------------
South Africa (0.6%)
Barlow
7.000%, 09/20/04 .................... $ 65 78
Total South Africa ........................................ 78
Thailand (0.3%)
Bangkok Bank
3.250%, 03/03/04 .................... 30 30
Total Thailand ............................................ 30
- ------------------------------------------------------------------------------
Total Convertible Bonds
(Cost $105[000]) ....................................... 108
- ------------------------------------------------------------------------------
Repurchase Agreement (14.0%)
- ------------------------------------------------------------------------------
State Street Bank
5.00%, dated 5/17/95, matures 5/18/95,
repurchase price $1,618,000
(collateralized by U.S. Treasury Note,
par value $1,570,000, 9.25%, matures
1/15/96: market value $1,648,000) ..... 1,618 1,618
- ------------------------------------------------------------------------------
Total Repurchase Agreement
(Cost $1,618[000]) ..................................... 1,618
- ------------------------------------------------------------------------------
Total Investments (110.1% of Net Assets)
(Cost $11,843[000]) .................................... $ 12,685
- ------------------------------------------------------------------------------
</TABLE>
* Non-income producing security
ADR - American Depository Receipt
GDR - Global Depository Receipt
GDS - Global Depository Share
<PAGE>
Schedule of Investements SEI International Trust
May 17, 1995
<TABLE>
<CAPTION>
Unaudited
Face Market
Amount Value
EMERGING MARKETS EQUITY PORTFOLIO (000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Statement of Assets and Liabilities (000) Unaudited
May 17, 1995
<TABLE>
<S> <C>
Assets:
Investments securities (Cost $11,843) $ 12,685
Investment securities sold 543
Capital shares sold 211
Other assets 22
-------------
Total Assets 13,461
-------------
Liabilities:
Investment securities purchased 1,911
Other liabilities 31
-------------
Total Liabilities 1,942
-------------
Net Assets $ 11,519
=============
Net Assets:
Portfolio shares of Class A (unlimited
authorization - no par value) based on 1,036,755
outstanding shares of beneficial interest 10,593
Accumulated net realized gain on investments 90
Accumulated net realized loss on foreign currency
transactions (28)
Net unrealized depreciation on forward foreign
currency contracts, foreign currencies and
translation of other assets and liabilities
denominated in foreign currencies (2)
Net unrealized appreciation on investments 842
Undistributed net investment income 24
-------------
Net Assets $ 11,519
=============
Net asset value, offering and redemption price
per share - Class A $ 11.11
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Statement of Operations (000) Unaudited
<TABLE>
<CAPTION>
January 17, 1995*
Through
May 17, 1995
----------------
<S> <C>
Investment Income:
Dividends $ 27
Interest 41
Less: Foreign taxes withheld (4)
----------------
Total Investment Income 64
----------------
Expenses:
Management Fees 13
Less management fees waived (13)
Reimbursement by manager (15)
Investment advisory fees 22
Custodian / wire agent fee 18
Professional fees 1
Registration & filing fees 4
Pricing fees 5
Distribution fees 3
Miscellaneous fees 2
----------------
Total Expenses 40
----------------
Net Investment Income 24
----------------
Realized and Unrealized Gain (Loss) on Investments and
Foreign Currency Transactions:
Net realized gain from security
transactions 90
Net realized loss on forward foreign
currency contracts and foreign currency
transactions (28)
Net change in unrealized depreciation
on forward foreign currency contracts, foreign
currencies and translation of other assets and
liabilities denominated in foreign currencies (2)
Net change in unrealized appreciation on investments 842
----------------
Net Increase in Net Assets from
Operations $ 926
================
</TABLE>
* Commencement of operations
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Statement of Changes in Net Assets (000) Unaudited
<TABLE>
<CAPTION>
January 17, 1995*
Through
May 17, 1995
-----------------
<S> <C>
Operations:
Net investment income $ 24
Net realized gain from security transactions 90
Net realized loss on forward foreign currency
contracts and foreign currency transactions (28)
Net change in unrealized depreciation on
forward foreign currency contracts, foreign
currencies and translation of other assets and
liabilities denominated in foreign currencies (2)
Net change in unrealized appreciation on
investments 842
---------
Net increase in net assets from operations 926
---------
Capital Shares Transactions:
Class A:
Proceeds from shares issued 10,777
Shares issued in lieu of cash distributions -
Cost of shares repurchased (184)
---------
Increase in Net Assets Derived from
Capital Share Transactions 10,593
---------
Total increase in net assets 11,519
Net Assets:
Beginning of period -
---------
End of period $ 11,519
=========
Capital Share Transactions:
Class A:
Shares issued 1,054
Shares issued in lieu of cash distributions -
Shares repurchased (17)
---------
Net increase in capital shares 1,037
=========
</TABLE>
* Commencement of operations
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Financial Highlights Unaudited
For the period January 17, 1995 through May 17, 1995
<TABLE>
<CAPTION>
For a Share Outstanding Throughout each Period
Net Asset Distributions Distributions
Value Net Net Realized from Net from Net Asset
Beginning Investment and Unrealized Investment Realized Capital Value End Total
of Period Income Gain Income Gains of Period Return
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity Portfolio
- ---------------------------------
Class A
1995* $10.00 $0.02 $1.09 - - $11.11 11.10%
<CAPTION>
Ratio of
Ratio of Net Investment
Ratio of Expenses Income(Loss)
Ratio of Net Investment to Average to Average
Net Assets Expenses Income Net Assets Net Assets Portfolio
End of to Average to Average (Excluding (Excluding Turnover
Period(000) Net Assets Net Assets Waivers) Waivers) Rate
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity Portfolio
- ---------------------------------
Class A
1995* $ 11,519 1.95% 1.17% 3.30% (0.18)% 60%
</TABLE>
* Shares were offered beginning January 17, 1995. All ratios for that period
have been annualized.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Notes to Financial Statements Unaudited
May 17, 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
International 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"). These financial statements relate to the Emerging Markets
Equity Portfolio (the "Portfolio") which commenced operations on January 17,
1995.
The following is a summary of significant accounting policies followed by the
Portfolio.
Security Valuation - Investment securities which are listed on a securities
exchange for which market quotations are readily available are valued by an
independent pricing service 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 approximates market value.
Net Asset Value Per Share - The net asset value per share of the 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
agreements are held by the custodian bank until maturity of the repurchase
agreements. Provisions of the repurchase agreements and procedures adopted by
the Trust require that the market value of the collateral, including accrued
interest thereon, is sufficient in the event of default by the counterparty.
The Portfolio may also invest in tri-party repurchase agreements. Securities
held as collateral for tri-party repurchase agreements are maintained in a
segregate 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 by the counterparty of the Portfolio.
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 Portfolio are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following basis:
(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 transactions.
The Portfolio does 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 equity securities.
The Portfolio reports gains and losses on foreign currency related
transactions as realized and unrealized gains and losses for financial reporting
purposes, whereas such gains and losses are treated as ordinary income or loss
for Federal income tax purposes.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Notes to Financial Statements (Continued) Unaudited
May 17, 1995
Other - Security transactions are accounted for on the trade date of the
security purchase or sale. Costs used in determining net realized capital gains
and losses on the sale of investments securities are those of the specific
securities sold. Purchase discounts and premiums on securities held by the
Portfolio are accreted and amortized to maturity using the scientific interest
method, which approximates the effective interest method. Distributions from
net investment income and any net realized capital gains are generally made to
Shareholders annually. Dividend income is recognized on the ex-dividend date
and interest income is recognized using the accrual method.
Federal Income Taxes - It is the intention of the Portfolio to qualify as a
regulated investment company for Federal income tax purposes and to distribute
all of its taxable income and net capital gains. Accordingly, no provision for
Federal income taxes is required in the accompanying statements.
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 the Fund for an annual fee equal to .65% of the daily
net assets of the Portfolio. The manager has agreed to waive all or a portion
of its fees in order to limit the operating expenses of the Portfolio to 1.95%
of its average daily net assets.
SEI Financial Management Corporation (SFM), the advisor for the Portfolio, is
a party to an investment advisory agreement dated December 16, 1994. Under the
Investment Advisory Agreement, SFM receives an annual fee of 1.05% of the daily
net assets of the Portfolio. Pursuant to a Sub-Advisory Agreement with SFM,
Montgomery Asset Management, L.P. serves as Sub-Advisor to the Portfolio.
SEI Financial Service Company (the "Distributor"), a wholly owned subsidiary
of the 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 distributions. Such expenses may not
exceed .30% of the daily average net assets of the 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.
Certain Officers and/or Trustees of the Trust are also Officers and/or
Directors of the Manager. Compensation of Officers and affiliated Trustees is
paid by the manager.
4. Organization Costs:
Organizational costs have been capitalized by the Portfolio and are being
amortized using the straight line method over sixty months commencing with
operations. In the event any of the initial shares of the Portfolio acquired by
the Manager are redeemed during the period that the Portfolio is amortizing its
organizational costs, the redemption proceeds payable to the Manager by the
Portfolio will be reduced by an amount equal to a pro rata portion of the
unamortized organizational costs.
<PAGE>
Emerging Markets Equity Portfolio SEI International Trust
Notes to Financial Statements (Concluded) Unaudited
May 17, 1995
5. 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 May 17, 1995, were as follows:
<TABLE>
<CAPTION>
Purchases Sales
(000) (000)
----- -----
<S> <C> <C>
Emerging Markets Equity Portfolio $ 13,612 $ 3,478
</TABLE>
For Federal income tax purposes, the cost of securities owned at May 17, 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
depreciation at May 17, 1995 for the Portfolio is as follows:
<TABLE>
<CAPTION>
Net
Appreciated Depreciated Unrealized
Securities Securities Appreciation
(000) (000) (000)
---------- ----------- ------------
<S> <C> <C> <C>
Emerging Markets Equity Portfolio $ 917 $( 75) $ 842
</TABLE>
<PAGE>
LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------
TO OUR SHAREHOLDERS:
The fiscal year ended February 28, 1995 provided classic examples of both the
risks and the potential rewards of international investing.
For instance, one of the primary risks of international investing is that of
economic and/or political instability--a risk that was illustrated well in De-
cember of 1994 by the unexpected devaluation of the Mexican peso. In addition,
January's Kobe earthquake and the collapse of Barings Plc in February were two
other catastrophes that negatively influenced international investing. These
events and their aftermaths demonstrate the importance of maintaining a true
global strategy, with investments diversified among many nations. This includes
investment in developed economies, where both the governments and the economies
are more stable. This is evident in our Core International Equity, Pacific Ba-
sin Equity, and European Equity Portfolios that emphasize investment in devel-
oped economies and have no exposure to the Mexican stock market.
Fortunately, the Mexican crisis and other global difficulties were mitigated
somewhat by one of the potential rewards of international investing, which is
the ability to benefit from favorable currency fluctuations. As the dollar
posted new lows against the German mark and the Japanese yen, weaknesses in lo-
cal terms were balanced by gains in dollar terms. For instance, while German
government bonds returned only 2.40% locally, their U.S. dollar return was
19.36%, Japanese bonds were also lackluster on a local basis with a return of
3.39%, but delivered a 11.35% gain to U.S. dollar investors.
Looking forward, we believe that despite their inherent risk, the global mar-
kets offer tremendous opportunities for long-term investors, and add an impor-
tant measure of diversification to any domestic portfolio. Therefore, we con-
tinue to approach these markets using prudent investment strategies that empha-
size value and seek to minimize undue risk. We look forward to putting these
strategies to work for you in the months and years ahead.
Sincerely,
/s/ David G. Lee
David G. Lee
President and Chief Executive Officer
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
REVIEW OF NON-U.S. EQUITY MARKETS........................................... 1
REVIEW OF NON-U.S. BOND MARKETS............................................. 3
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FUND PERFORMANCE
CORE INTERNATIONAL EQUITY................................................. 4
EUROPEAN EQUITY .......................................................... 5
PACIFIC BASIN EQUITY...................................................... 7
INTERNATIONAL FIXED INCOME ............................................... 9
STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS............................. 11
STATEMENT OF ASSETS AND LIABILITIES ........................................ 21
STATEMENT OF OPERATIONS .................................................... 22
STATEMENT OF CHANGES IN NET ASSETS ......................................... 23
FINANCIAL HIGHLIGHTS ....................................................... 24
NOTES TO FINANCIAL STATEMENTS .............................................. 25
REPORT OF INDEPENDENT ACCOUNTANTS .......................................... 30
NOTICE TO SHAREHOLDERS...................................................... 31
</TABLE>
<PAGE>
REVIEW OF NON-U.S. EQUITY MARKETS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
Global equity markets fought a losing battle with rising interest rates and in-
vestor uncertainty for most of the past twelve months and posted generally poor
results in local currency terms. For the fiscal year ended February 28, 1995,
the Morgan Stanley Capital International Europe, Australia, Far East Index
(EAFE) fell by 13.4% in local currency terms. Persistent dollar weakness
against the Japanese yen and major European currencies, however, stemmed this
loss to only 4.5% in U.S. dollar terms. As measured by the IFC Investable Com-
posite Index, developing markets were hit even harder, falling by 14.5% as in-
vestors reconsidered the potential risk of these markets in the wake of the
Mexican peso devaluation.
During the Trust's fiscal year, preemptive credit tightening and a series of
spectacular events have caused investors to dramatically reassess the valua-
tions of equities, thus affecting returns. Moves by the U.S. Federal Reserve
Board (the "Fed") to tighten interest rates in February and March of 1994
caused most non-U.S. markets to sell off. The smaller Asian markets were par-
ticularly hard hit due in part to their ties to U.S. interest rates or their
proximity to emerging markets. Fears of liquidity rationing caused many invest-
ors to retreat from emerging markets. European markets eased slightly, but re-
turns were buoyed by dollar weakness. In contrast, the Japanese market posted
gains in local currency terms as investors took advantage of earlier sell-offs
to bargain hunt and increasing evidence of an economic recovery.
Further Fed hikes and dollar weakness continued to dominate non-U.S. markets
through the spring and into the summer. In early fall, however, the markets be-
gan to respond to local influences. Positive corporate announcements in Europe
bolstered markets in the region, although currency gains persisted as major
components of returns for U.S. investors. Many Japanese stocks began to give
back earlier gains as investors questioned the pace of economic recovery.
The late fall and winter months brought heightened volatility to interna-
tional markets. A short-lived dollar rally was consumed by the Mexican peso
crisis, and investors sought the perceived relative safety of the German mark
and Japanese yen. The decision by the Mexican government shortly before Christ-
mas to allow the peso to freely float raised concerns about the financial sta-
bility and commitment to economic reform of other developing markets. Global
interest rate hikes gave investors further reasons to abandon the prospective
growth of emerging markets for the safety of developed markets.
As the fiscal year ended, the Pacific Rim hosted a series of events that lit-
erally and figuratively shook the financial markets. Although short-lived and
of limited economic influence, January's Kobe earthquake and February's col-
lapse of Barings Plc gave investors further reasons to avoid equities.
1
<PAGE>
REVIEW OF NON-U.S. EQUITY MARKETS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
(BAR GRAPH APPEARS HERE)
Bar graphs depicting the returns of World Equity Markets, Select European Equity
Markets and Pacific Basin Equity Markets in U.S. dollars for the period March 1,
1994 to February 28, 1995.
2
<PAGE>
REVIEW OF NON-U.S. BOND MARKETS
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
Interest rates around the world rose dramatically over the twelve month pe-
riod ending February 28, 1995. The Federal Reserve Board's rate increases,
which began in the first quarter of 1994, put the world markets on alert for
signs of inflation. Further U.S. rate increases and signs of recovery in the
U.S., Europe and Japan gave birth to forecasts of a global recovery and rising
price levels as the year continued.
The strengthening world economy benefited the higher-yielding government bond
markets during the first half of the year. Italy, France, Sweden, and Spain
outperformed Germany and Japan as investors believed that the improving economy
would heal the fiscal, political, and employment problems that plagued these
markets. But as the summer came to a close, the higher-yielding markets began
to suffer from a variety of domestic crises. In Italy, the government of Prime
Minister Silvio Berlusconi failed a confidence vote and was replaced by an in-
terim government headed by Lamberto Dini. The fate of the government's pension
reforms, the key component of Italy's massive deficit, became unclear and Ital-
ian bond yields rose while the lira fell to record lows against other curren-
cies. In Spain, the government of Prime Minister Gonzalez lost its political
strength after accusations of involvement in death squads surfaced. And in
France, the elections scheduled for May 1995 became the primary focus of the
bond and currency markets. Jacques Delors, the market's favorite candidate, did
not enter the presidential race and the outlook for improved fiscal restraint
and deficit reduction bleakened.
With a focus on quality and safety, investors turned to the core markets of
Germany, the Netherlands, and Belgium in the latter half of the year. The U.S.
dollar depreciated against other currencies throughout the year, dropping pre-
cipitously after Mexico's decision to devalue the peso. Dollar depreciation
served to improve the lackluster bond market returns throughout the world. For
example, according to the Salomon Non-U.S. World Government Bond Unhedged In-
dex, the local market return of German government bonds of 2.40% was boosted to
19.36% when measured in U.S. dollar terms. Similarly, Japanese bonds returned
3.39% in local currency terms and 11.35% when measured in U.S. dollar terms.
[GRAPH APPEARS HERE]
A line graph depicting the Comparative Yields to maturity of 10-Year
Government Bonds in the U.S., Japan, U.K. and Germany for the period February
1994 to February 1995.
3
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
CORE INTERNATIONAL EQUITY PORTFOLIO
OBJECTIVE. The Core International Equity Portfolio seeks to provide capital
appreciation through investments in equity securities of non-U.S. issuers. The
Portfolio also seeks to provide U.S. investors with a vehicle for international
diversification which can reduce the variability of portfolio returns to the
extent that foreign markets have a relatively low correlation with the U.S.
market
STRATEGY. On November 7, 1994, the Portfolio was restructured to incorporate
a multi-manager strategy. Acadian Asset Management, Inc. and WorldInvest Lim-
ited replaced Brinson Partners, Inc. as sub-advisers to the Portfolio. Acadian
follows a quantitatively based country allocation process with stock selection
focusing on large cap, value securities. Country deviation from the benchmark
and overall positioning of the Portfolio are tightly risk-controlled. Active
currency management is minimal. WorldInvest uses a "top-down" approach to in-
vesting that can result in measured deviations away from the benchmark. Secu-
rity selection focuses on value criteria. Currency management is most typically
demonstrated at the country allocation level. The result of these investment
styles is a Portfolio characterized by large capitalization, value-oriented se-
curities with lower price-to-earnings and market-to-book ratios and above-aver-
age dividend yields.
ANALYSIS. The total return of the Core International Equity Portfolio was -
7.67% for the fiscal year ended February 28, 1995 . By comparison, the Morgan
Stanley Europe, Australia, Far East Index (EAFE) returned -4.5%.
- --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/1/
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
One Inception
Year Five-Year to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Core International Equity, Class A -7.67% 2.99% 2.13%
- --------------------------------------------------------------------------------
Core International Equity,
ProVantage w/o Load -7.95% 2.93% 2.08%
- --------------------------------------------------------------------------------
Core International Equity,
ProVantage w/Load -12.56% 1.95% 1.18%
- --------------------------------------------------------------------------------
</TABLE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in SEI Core International
Equity Portfolio Class A and ProVantage Funds Class shares from December 31,
1989 through February 28, 1995 as compared with the growth of a $10,000
investment in the Morgan Stanley EAFE Index. The plot points used to draw the
line graph were as follows:
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
CORE INTERNATIONAL EQUITY PORTFOLIO, CLASS A, VERSUS THE CORE INTERNATIONAL
EQUITY PORTFOLIO, PROVANTAGE AND THE MORGAN STANLEY EAFE INDEX
<CAPTION>
GROWTH OF
GROWTH OF $10,000 GROWTH OF
$10,000 INVESTED $10,000
INVESTED IN INVESTED IN
IN PROVANTAGE THE MORGAN
Measurement period CLASS A FUNDS CLASS STANLEY EAFE
(Fiscal Year Covered) SHARES SHARES Index
- --------------------- --------- ----------- ------------
<S> <C> <C> <C>
12/31/89 $10,000 $ 9,500 $10,000
2/28/90 $ 9,573 $ 9,094 $ 8,957
2/28/91 $ 9,607 $ 9,127 $ 8,751
2/29/92 $ 9,451 $ 8,978 $ 8,101
2/28/93 $ 9,656 $ 9,173 $ 7,766
2/28/94 $12,016 $11,415 $10,809
2/28/95 $11,094 $10,507 $10,329
</TABLE>
/1/For the periods ended February 28, 1995. Past performance is no indication
of future performance. ProVantage Funds Class opened on May 1, 1994. The
performance shown for the ProVantage Funds Class prior to such date is based on
the performance of Class A Shares adjusted to reflect the maximum sales charge
of 5.0% for the ProVantage Funds Class. Class A Shares were offered beginning
December 30, 1989.
As noted in the Review of Non-U.S. Equity Markets, dollar-based international
investors benefited greatly from currency movements over the past year. In lo-
cal currency terms, the EAFE markets returned -13.4% as rising global interest
rates caused investors to reassess company valuations. However, persistent dol-
lar weakness, particularly against the Japanese yen and German mark, enhanced
returns for U.S. investors. Within regions, European markets as measured by the
MSCI Europe Index, fared slightly better than Pacific
4
<PAGE>
rates caused investors to reassess company valuations. However, persistent dol-
lar weakness, particularly against the Japanese yen and German mark, enhanced
returns for U.S. investors. Within regions, European markets as measured by the
MSCI Europe Index, fared slightly better than Pacific
4
<PAGE>
- -------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY (continued)
[GRAPH APPEARS HERE]
A line graph depicting currency values in U.S. dollars versus major world
currencies (Japanese yen, British pound, and the German mark) for the period
February 1994 to February 1995.
markets as measured by the MSCI Pacific Index, falling by 9.7% versus a slide
of 16.6%.
The Portfolio's underperformance relative to the EAFE is chiefly attribut-
able to currency hedging activities. Until the November restructuring, the
Portfolio utilized foreign currency hedges that reduced its exposure to the
Japanese yen and the German mark. Exposure to the U.S. and Canadian dollars
was generally above 50%. An overweight to banking stocks which reacted poorly
to rising interest rates also hampered results. An underweighting to Japanese
stocks proved favorable. However, a mix within Japan that emphasized exporters
in anticipation of a fall in the yen's value undermined the favorable country
allocation. Underweightings to smaller markets in Asia (Hong Kong, Malaysia
and Singapore) that were maintained by the previous adviser to the Portfolio
generally proved beneficial.
Since the restructuring, the Portfolio has moved in line with the perfor-
mance of EAFE. Over the last three months of the fiscal year (roughly corre-
lating with the adviser change on November 7), the Portfolio has slipped by
3.75% while EAFE has fallen by 3.5%. Significant changes in the Portfolio's
structure accompanying the adviser change included a sharp reduction in dollar
exposure and an expansion of holdings in smaller European and Pacific markets.
As of the end of the fiscal year, the yen hedge was approximately 10%
(versus 20% to 25% previously) and overall Japanese holdings were reduced re-
flecting the uncertain shape of the local recovery. Canadian dollar exposure
also was reduced in line with security holdings. Little other currency hedging
activity was taking place or contemplated at the present.
PORTFOLIO MARKET ALLOCATIONS
VERSUS MSCI EAFE INDEX
<TABLE>
<CAPTION>
FEBRUARY 28, 1995 FEBRUARY 28, 1994
------------------- -------------------
PORTFOLIO EAFE PORTFOLIO EAFE
------------------- -------------------
<S> <C> <C> <C> <C>
Australia 7.0% 4.8% 6.5% 2.7%
Belgium 2.9% 0.8% 2.4% 1.1%
Canada 2.6% 1.1% 3.1% 0.0%
France 10.4% 7.8% 6.9% 6.1%
Germany 4.1% 6.9% 2.8% 5.9%
Hong Kong 2.6% 4.2% 1.6% 4.0%
Italy 2.8% 2.3% 1.7% 2.1%
Japan 30.7% 32.1% 33.2% 44.1%
Netherlands 3.7% 6.0% 5.1% 3.1%
New Zealand 3.0% 0.8% 1.6% 0.4%
Spain 2.5% 2.7% 2.8% 1.9%
Sweden 1.0% 2.4% 0.0% 1.5%
Switzerland 2.5% 4.4% 3.1% 4.6%
United Kingdom 17.5% 14.9% 17.8% 16.5%
All Other 5.1% 8.4% 0.0% 6.0%
Cash 1.6% 0.0% 11.5% 0.0%
</TABLE>
Numbers may not add up to 100% due to rounding.
EUROPEAN EQUITY PORTFOLIO
OBJECTIVE. The European Equity Portfolio seeks to provide long-term capital
appreciation by investing primarily in a diversified portfolio of equity secu-
rities of issuers located in Europe.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
EUROPEAN EQUITY (continued)
STRATEGY. The adviser utilizes a "bottom-up", stock driven approach to manag-
ing the Portfolio. A country overlay is placed upon the firm's fundamental
stock research to derive the final portfolio construction which is typically
invested in 90 growth stocks across 12 markets. Additionally, the Portfolio
will have a medium to small capitalization bias. The European Equity Portfolio
will invest primarily in equity securities of issuers located in any of the
following countries: United Kingdom, Germany, France, Austria, Belgium, Den-
mark, Finland, Italy, Ireland, the Netherlands, Norway, Spain, Sweden, and
Switzerland.
ANALYSIS. Since its inception on April 29, 1994, the total return of the Eu-
ropean Equity Portfolio was -0.40% versus a gain of 1.17% in the benchmark MSCI
Europe Index. As noted in the Review of Non-U.S. Equity Markets, European
stocks were hampered by rising global interest rates and concerns about the
pace of economic expansion. Most markets posted losses in local currency terms
over the past 12 months. A persistently weak dollar, however, enhanced returns
for U.S.-based investors.
The Portfolio's underperformance is principally due to a bias toward economi-
cally sensitive stocks coupled with a representation in smaller and medium-
sized companies. Fears of an aborted economic recovery caused investors to fa-
vor more defensive stocks during the past ten months at the expense of economi-
cally-sensitive companies. Rising interest rates depressed the shares of
smaller companies which typically sell at premium multiples to their promising
earnings growth rates. In addition, cash flow effects associated with the mar-
keting of the Portfolio created a drag on Portfolio results.
The Portfolio's country allocations generally contributed favorably to per-
formance. Overall, European markets as measured by the MSCI Europe Index fell
by 6.39% in local currency terms for the ten months ending February 28, 1995.
Underweightings to markets undergoing political upheaval such as France and It-
aly proved positive. From April 1994 to February 1995, French stocks slumped by
16.03% in local currency terms as measured by the MSCI France Index, while
Italian shares plummeted by 18.39% in local currency terms as
- --------------------------------------------------------------------------------
EUROPEAN EQUITY
- --------------------------------------------------------------------------------
AVERAGE ANNUAL RETURN
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
One Three Inception
Month Month to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
European Equity, Class A 2.27% 1.63% -0.48%
- --------------------------------------------------------------------------------
</TABLE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in SEI European Equity
Portfolio Class A shares from April 30, 1994 through February 28, 1995 as
compared with the growth of a $10,000 investment on the MSCI Europe Index. The
plot points used to draw the line graph were as follows:
[GRAPH APPEARS HERE]
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
EUROPEAN EQUITY PORTFOLIO, CLASS A, VERSUS THE MSCI EUROPE INDEX
<TABLE>
<CAPTION>
GROWTH OF GROWTH OF
$10,000 $10,000
INVESTED INVESTED
Measurement period IN CLASS IN THE MSCI
(Fiscal Year Covered) A SHARES EUROPE INDEX
- --------------------- -------- ------------
<S> <C> <C>
4/30/94 $10,000 $10,000
2/28/95 $ 9,959 $10,125
</TABLE>
/1/For the period ended February 28, 1995. Past performance is no indication of
future performance. Class A Shares were offered beginning April 29, 1994.
6
<PAGE>
- --------------------------------------------------------------------------------
EUROPEAN EQUITY (continued)
measured by the MSCI Italy Index. An overweight to Swedish stocks, which was
gradually increased during the past ten months, also enhanced returns as re-
flected by the MSCI Sweden Index's return of 2.59%. Swedish stocks were favored
for their economically-sensitive profile and in acknowledgment of their more
attractive valuations relative to German and Dutch industrials.
Despite the Portfolio's favorable country allocations, poor stock selection
and an unfavorable currency mix hampered results. The Portfolio's UK stocks in
particular, hurt results. During the fourth calendar quarter, the Portfolio's
smaller capitalization German stocks (such as software producer SAP) corrected
sharply to a third quarter rally and exerted a negative impact on Portfolio
performance. Currency allocation, which was in line with country allocations,
also hindered results. In particular, the Portfolio's underweight to the Ger-
man, Dutch and Swiss stocks imposed an underweighting to the mark, guilder and
Swiss franc. For the ten months ended February 28, these "deutschemark bloc"
currencies were among Europe's strongest performers versus the dollar--gaining
more than 13%.
Looking ahead, the Portfolio will maintain its commitment to economically-
sensitive shares as the European economy continues to expand toward peak pro-
duction. With U.S. interest rates appearing to have plateaued and political un-
certainty in selected markets moving toward resolution, investors should begin
to refocus on fundamentals, which have been quietly upbeat for the past several
months.
PORTFOLIO MARKET ALLOCATIONS
VERSUS MSCI EAFE INDEX
<TABLE>
<CAPTION>
FEBRUARY 28, 1995 FEBRUARY 28, 1994
------------------- --------------------
PORTFOLIO EAFE PORTFOLIO EAFE
------------------- ----------- --------
<S> <C> <C> <C> <C>
Austria 0.0% 0.9% -- --
Belgium 1.3% 2.4% -- --
Denmark 1.1% 1.7%
Finland 1.2% 1.2%
France 9.8% 12.4% -- --
Germany 9.5% 15.0% -- --
Ireland 0.0% 0.6%
Italy 2.7% 4.9% -- --
Netherlands 5.4% 8.2% -- --
Norway 1.8% 0.9% -- --
Spain 6.6% 3.5% -- --
Sweden 9.7% 3.7% -- --
Switzerland 7.2% 10.6% -- --
United Kingdom 35.5% 33.9% -- --
All Other 0.0% 0.0% -- --
Cash 8.3% 0.0% -- --
</TABLE>
Fund was not open as of February 28, 1994
Numbers may not add up to 100% due to rounding.
PACIFIC BASIN EQUITY PORTFOLIO
OBJECTIVE. The Pacific Basin Equity Portfolio seeks to provide long-term cap-
ital appreciation by investing primarily in a diversified portfolio of equity
securities of issuers located in Japan and other markets in the Far East.
STRATEGY. The adviser adopts a combined "top-down", "bottom-up" approach to
managing the Pacific Basin Equity Portfolio. The Portfolio is typically in-
vested in 12 markets and in 80 to 100 stocks. Further diversification is pro-
vided by investment in a wide range of capitalization stocks. The Pacific Basin
Equity Portfolio will invest primarily in equity securities of issuers located
in any of the following countries: Japan, Hong Kong, Singapore, Malaysia, Aus-
tralia, New Zealand and South Korea.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
PACIFIC BASIN EQUITY (continued)
ANALYSIS. Launched on April 29, 1994, the total return of the Pacific Basin
Equity Portfolio was -12.7% since its inception. The Portfolio has failed to
beat its benchmark, the Morgan Stanley Capital International (MSCI) Pacific In-
dex, which had a total return of -8.62% over the same time period. The primary
reasons for the Portfolio's underperformance were an overexposure to South Ko-
rea coupled with poor stock selection within Japan. Partially offsetting these
influences were an overweight to Hong Kong securities, and an underweighted po-
sition in Japanese stocks overall.
The Portfolio was unable to invest in South Korean securities until October
pending approval of local regulators. Shortly thereafter, on November 11, the
Korean market hit its 1994 high and began a 15.69% slide (which lasted through
the end of February) in response to the Korean central bank's adoption of
strict monetary controls to reduce inflation. This tight monetary policy
spurred local interest rates to their highest point in nearly three years,
sending the equity market spiraling downward as investors sold off equities to
invest in more attractive fixed income investments.
Within Japan, the Portfolio emphasized consumer goods on the hopes of an eco-
nomic recovery and exporters' anticipation of a fall in the value of the yen.
Sluggish growth that has dominated Japan for the past year and a persistently
strong yen undermined this strategy. Holdings in Japan were further hampered by
a confluence of specific and unrelated events during January leading to an
underperformance of 3% versus the benchmark. On January 17, the region of Osa-
ka, centered around the city of Kobe was hit by a devastating earthquake.
- --------------------------------------------------------------------------------
PACIFIC BASIN EQUITY
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/1/
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
One Three Inception
Month Month to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Pacific Basin Equity, Class A -1.02% -9.81% -15.00%
- --------------------------------------------------------------------------------
</TABLE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in SEI Pacific Basin
Equity Portfolio Class A shares from April 30, 1994 through February 28, 1995 as
compared with the growth of a $10,000 investment in the MSCI Pacific Index. The
plot points used to draw the line graph were as follows:
[GRAPH APPEARS HERE]
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
PACIFIC BASIN EQUITY PORTFOLIO, CLASS A VERSUS THE MSCI PACIFIC INDEX
<TABLE>
<CAPTION>
GROWTH OF A
GROWTH OF A $10,000
$10,000 INVESTMENT IN
Measurement period INVESTMENT IN THE MSCI
(Fiscal Year Covered) CLASS A SHARES PACIFIC INDEX
- --------------------- -------------- -------------
<S> <C> <C>
4/30/94 $10,000 $10,000
2/28/95 $ 8,730 $ 9,134
</TABLE>
/1/For the period ended February 28, 1995. Past performance is no indication of
future performance. Class A Shares were offered beginning April 29, 1994.
Over the next few weeks, construction issues were bid up on the assumption of
increased earnings through the rebuilding of the Osaka region. The Portfolio
was underweighted to these issues as, absent the earthquake, fundamentals did
not warrant investment. In addition, the region is a hub for overseas shipping
which adversely affected the Portfolio given its bias toward exporters. Sepa-
rately, during the last week of January, Sumitomo Bank announced that it would
report a net loss for the first time since World War II. On the announcement,
the banking sector rose just over ten percent on speculation that the rest of
the banking sector would begin to finally write off bad loans acquired during
the bubble economy
8
<PAGE>
- --------------------------------------------------------------------------------
PACIFIC BASIN EQUITY (continued)
years and reinvigorate the waning Japanese banking market. Banking related is-
sues represent 30% of the Japanese market and, again reflecting an assessment
of weak fundamentals, the Portfolio was significantly underweighted in this ar-
ea. This underweight to banks helped as banking issues were steadily sold off
all year as rising global interest rates were thought to hurt margins and loan
volume. Overall investments in Japan were off 12.86% since the Portfolio's in-
ception. As of February 28, 1995, the Portfolio is approximately 10%
underweighted to Japan.
The Portfolio's Hong Kong exposure, which has been maintained at nearly twice
the benchmark exposure, enhanced performance for the fiscal year. The Hang Seng
Index was down 5.36% from the Portfolio's inception through February 28, 1995.
The Portfolio's Hong Kong representation is highly concentrated in Hang Seng
securities, which is dominated by property stocks. These property stocks were
sold off all year as local property prices went into a free fall, losing about
40% of its value from its peak at the beginning of 1994.
PORTFOLIO MARKET ALLOCATIONS
VERSUS MSCI EAFE INDEX
<TABLE>
<CAPTION>
FEBRUARY 28, 1995 FEBRUARY 28, 1994
------------------- --------------------
PORTFOLIO EAFE PORTFOLIO EAFE
------------------- ----------- --------
<S> <C> <C> <C> <C>
Australia 4.7% 5.1% -- --
Hong Kong 10.1% 5.9% -- --
Japan 62.0% 81.4% -- --
Malaysia 3.9% 4.6% -- --
New Zealand 1.7% 0.8% -- --
Singapore 4.1% 2.3%
South Korea 7.2% 0.0%
All Other 0.0% 0.0% -- --
Cash 6.3% 0.0% -- --
</TABLE>
Fund was not open as of February 28, 1994
Numbers may not add up to 100% due to rounding.
INTERNATIONAL FIXED INCOME PORTFOLIO
OBJECTIVES. The International Fixed Income Portfolio seeks to provide capital
appreciation and current income through investments in fixed income securities
of non-U.S. issuers. The Portfolio also seeks to provide U.S.-based investors
with a vehicle to diversify and enhance the returns of the domestic fixed in-
come portion of their portfolios. The Portfolio invests primarily in high-qual-
ity, non-U.S. dollar denominated government and corporate debt obligations.
There are no restrictions on the Portfolio's average maturity, although the du-
ration is expected to range between one and nine years.
STRATEGY. Portfolio construction entails a two-stage process which combines
fundamental macroeconomic analysis and technical price analysis. First, a fun-
damental judgment is made about the direction of a market's interest rates and
its currency. A technical price overlay is then applied to the fundamental po-
sition to ensure that the Portfolio is not substantially overweighted in a de-
clining market or underweighted in a rising one.
Country and currency allocations are made separately. As a result, the Port-
folio's currency exposure may differ from its underlying bond holdings. Invest-
ments will generally be diversified across 6 to 12 countries with continual ex-
posure to the three major trading blocs: North America, Europe, and the Pacific
Basin. Depending upon the relative fundamental and technical views, each trad-
ing bloc is over or underweighted relative to the Portfolio's benchmark index.
Currency exposure is actively managed to maximize return through the use of
forward currency contracts and cross-currency hedging techniques.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
INTERNATIONAL FIXED INCOME (continued)
- --------------------------------------------------------------------------------
INTERNATIONAL FIXED INCOME
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/1/
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Inception
One to
Year Date
- --------------------------------------------------------------------------------
<S> <C> <C>
International Fixed Income, Class A 8.43% 7.81%
- --------------------------------------------------------------------------------
</TABLE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in SEI International
Fixed Income Portfolio Class A shares from September 30, 1993 through
February 28, 1995 as compared with the growth of a $10,000 investment in the
Salomon Non-U.S. World Government Bond Unhedged Index. The plot points used to
draw the line graph were as follows:
[GRAPH APPEARS HERE]
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
INTERNATIONAL FIXED INCOME PORTFOLIO, CLASS A VERSUS THE
SALOMON NON-U.S. WORLD GOVERNMENT BOND UNHEDGED INDEX
<TABLE>
<CAPTION>
GROWTH OF A
$10,000
INVESTMENT IN
THE SALOMON
GROWTH OF A NON-U.S. WORLD
$10,000 GOVERNMENT
Measurement period INVESTMENT IN BOND
(Fiscal Year Covered) CLASS A SHARES UNHEDGED INDEX
- --------------------- -------------- --------------
<S> <C> <C>
9/30/93 $10,000 $10,000
2/28/94 $10,087 $10,089
2/28/95 $10,937 $11,156
</TABLE>
/1/For the period ended February 28, 1995. Past performance is no indication of
future performance. Class A Shares were offered beginning September 1, 1993.
ANALYSIS: The International Fixed Income Portfolio posted a total return of
8.43% for the year ended February 28, 1995. By comparison, the Salomon Brothers
Non-U.S. World Government Bond Index (Unhedged) returned 10.58% during the same
time period.
As noted in the Review of Non-U.S. Bond Markets, the higher-yielding markets
of Europe were among the best performing markets during the first half of the
fiscal year. The stability of foreign exchange rates coupled with improving
economic conditions provided a lift to those countries struggling with budget
deficits. Italian, French and Swedish bonds outperformed the core markets of
Germany and the Netherlands, which were overweighted in the Portfolio, and per-
formance lagged the index as a result.
The Portfolio also suffered from its long duration stance versus the bench-
mark index. Duration ranged between 120% and 140% of the index during early
1994, and as rising interest rates spread from the U.S. to Europe and Japan,
the Portfolio suffered more price depreciation than the index. Portfolio dura-
tion was pared back through the summer to approximately 90% of the index which
allowed the Portfolio to recover some of its losses.
Towards the end of 1994 and into 1995, the Portfolio's strategy of emphasiz-
ing the core markets of Europe began to generate increasing returns. The deval-
uation of the Mexican peso and the political problems of Italy, Spain and
France drove investors to the deutschemark. The Italian lira and French franc
touched lows against the deutschemark in early 1995. This benefited performance
and the Portfolio recouped much of its underperformance from the first half of
the fiscal year.
MARKET ALLOCATIONS AND PORTFOLIO DURATION
VERSUS THE SALOMON NON-U.S.
WORLD GOVERNMENT BOND INDEX
<TABLE>
<CAPTION>
MARKET WEIGHTING DURATION
---------------- ---------------
PORTFOLIO INDEX PORTFOLIO INDEX
--------- ------ --------- -----
<S> <C> <C> <C> <C>
Japan 30.99% 31.42% 6.52 5.54
Germany 36.86% 16.62% 5.60 4.53
Italy 3.22% 10.15% 3.12 3.21
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE
- --------------------------------------------------------------------------------
SEI International Trust -- February 28, 1995
INTERNATIONAL FIXED INCOME (continued)
- --------------------------------------------------------------------------------
INTERNATIONAL FIXED INCOME
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/1/
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Inception
One to
Year Date
- --------------------------------------------------------------------------------
<S> <C> <C>
International Fixed Income, Class A 8.43% 7.81%
- --------------------------------------------------------------------------------
</TABLE>
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in SEI International
Fixed Income Portfolio Class A shares from September 30, 1993 through
February 28, 1995 as compared with the growth of a $10,000 investment in the
Salomon Non-U.S. World Government Bond Unhedged Index. The plot points used to
draw the line graph were as follows:
[GRAPH APPEARS HERE]
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
INTERNATIONAL FIXED INCOME PORTFOLIO, CLASS A VERSUS THE
SALOMON NON-U.S. WORLD GOVERNMENT BOND UNHEDGED INDEX
<TABLE>
<CAPTION>
GROWTH OF A
$10,000
INVESTMENT IN
THE SALOMON
GROWTH OF A NON-U.S. WORLD
$10,000 GOVERNMENT
Measurement period INVESTMENT IN BOND
(Fiscal Year Covered) CLASS A SHARES UNHEDGED INDEX
- --------------------- -------------- --------------
<S> <C> <C>
9/30/93 $10,000 $10,000
2/28/94 $10,087 $10,089
2/28/95 $10,937 $11,156
</TABLE>
/1/For the period ended February 28, 1995. Past performance is no indication of
future performance. Class A Shares were offered beginning September 1, 1993.
ANALYSIS: The International Fixed Income Portfolio posted a total return of
8.43% for the year ended February 28, 1995. By comparison, the Salomon Brothers
Non-U.S. World Government Bond Index (Unhedged) returned 10.58% during the same
time period.
As noted in the Review of Non-U.S. Bond Markets, the higher-yielding markets
of Europe were among the best performing markets during the first half of the
fiscal year. The stability of foreign exchange rates coupled with improving
economic conditions provided a lift to those countries struggling with budget
deficits. Italian, French and Swedish bonds outperformed the core markets of
Germany and the Netherlands, which were overweighted in the Portfolio, and per-
formance lagged the index as a result.
The Portfolio also suffered from its long duration stance versus the bench-
mark index. Duration ranged between 120% and 140% of the index during early
1994, and as rising interest rates spread from the U.S. to Europe and Japan,
the Portfolio suffered more price depreciation than the index. Portfolio dura-
tion was pared back through the summer to approximately 90% of the index which
allowed the Portfolio to recover some of its losses.
Towards the end of 1994 and into 1995, the Portfolio's strategy of emphasiz-
ing the core markets of Europe began to generate increasing returns. The deval-
uation of the Mexican peso and the political problems of Italy, Spain and
France drove investors to the deutschemark. The Italian lira and French franc
touched lows against the deutschemark in early 1995. This benefited performance
and the Portfolio recouped much of its underperformance from the first half of
the fiscal year.
MARKET ALLOCATIONS AND PORTFOLIO DURATION
VERSUS THE SALOMON NON-U.S.
WORLD GOVERNMENT BOND INDEX
<TABLE>
<CAPTION>
MARKET WEIGHTING DURATION
---------------- ---------------
PORTFOLIO INDEX PORTFOLIO INDEX
--------- ------ --------- -----
<S> <C> <C> <C> <C>
Japan 30.99% 31.42% 6.52 5.54
Germany 36.86% 16.62% 5.60 4.53
Italy 3.22% 10.15% 3.12 3.21
France 3.80% 9.71% 4.21 5.31
United Kingdom 8.72% 8.44% 7.27 5.92
Netherlands 5.70% 4.88% 5.05 5.47
Canada 1.95% 4.18% 7.81 5.05
Belgium 0.87% 4.06% 4.65 4.70
Spain 0.96% 3.30% 5.75 3.51
Denmark 1.53% 2.18% 5.64 4.35
Sweden 0.27% 2.08% 4.60 4.24
Australia 1.17% 1.32% 4.60 4.48
Austria 0.00% 1.16% 0.00 4.60
Switzerland (0.08)% 0.00% 0.00 0.00
New Zealand 1.76% 0.00% 2.17 0.00
European Currency Unit 0.88% 0.00% 0.00 0.00
United States 1.40% 0.00% 0.21 0.00
</TABLE>
10
<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>
11
<PAGE>
<TABLE>
<S> <C> <C>
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>
11
<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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
12
<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
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
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>
13
<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
---------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
14
<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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
15
<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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
16
<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%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
17
<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
======
</TABLE>
*Non-income producing security
ADRAmerican Depository Receipt
ADSAmerican Depository Shares
GDS Global Depository Shares
INTERNATIONAL FIXED
INCOME PORTFOLIO
<PAGE>
<TABLE>
<S> <C> <C>
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>
18
<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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
19
<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.
20
<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.
21
<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.
22
<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
</TABLE>
<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>
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.
23
<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>
<PAGE>
(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.
24
<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-
25
<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:
26
<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.
27
<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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
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
28
<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>
29
<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
30
<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.
31
<PAGE>
- --------------------------
SEI INTERNATIONAL TRUST
- --------------------------
ANNUAL REPORT
- --------------------------
February 28, 1995
Robert A. Nesher
Chairman
TRUSTEES
Edward W. Binshandler
Richard F. Blanchard
William M. Doran
F. Wendell Gooch
Frank E. Morris
James M. Storey
OFFICERS
David G. Lee
President and Chief Executive Officer
Carmen V. Romeo
Treasurer, Assistant Secretary
Jeffrey A. Cohen
Controller, Assistant Secretary
Sandra K. Orlow
Vice President, Assistant Secretary
Kevin P. Robins
Vice President, Assistant Secretary
Robert B. Carroll
Vice President, Assistant Secretary
Kathryn L. Stanton
Vice President, Assistant Secretary
Richard W. Grant
Secretary
INVESTMENT ADVISORS
Core International Equity Portfolio/Emerging Markets Equity Portfolio
SEI Financial Management Corporation
European Equity Portfolio
Morgan Grenfell Investment Services Limited
Pacific Basin Equity Portfolio
Schroder Capital Management International Limited
International Fixed Income Portfolio
Strategic Fixed Income L.P.
MANAGER AND SHAREHOLDER SERVICING AGENT
SEI Financial Management Corporation
DISTRIBUTOR
SEI Financial Services Company
LEGAL COUNSEL
Morgan, Lewis & Bockius
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
This annual report and the financial statements contained herein are submitted
for the general information of the shareholders of the Trust and must be
preceded or accompanied by a current prospectus. Shares of the SEI Funds are
not deposits or obligations of, or guaranteed or endorsed by, any bank. The
shares are not federally insured by the Federal Deposit Insurance Corporation
(FDIC), the Federal Reserve Board, or any other government agency. Investment
in the shares involves risk, including the possible loss of principal. SEI
Financial Services Company, the Distributor of the SEI Funds, is not affiliated
with any bank.
For more information call 1.800.DIAL.SEI/1.800.342.5734
<PAGE>
SEI-F-018-04
<PAGE>
Exhibit 17(E)
THE PACIFIC BASIN EQUITY PORTFOLIO
OF THE SEI INTERNATIONAL TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
March 15, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE
PACIFIC BASIN EQUITY PORTFOLIO
This Proxy is for your use in voting on various matters relating to the
Reorganization of the Pacific Basin Equity Portfolio and the International
Equity Portfolio of the SEI International Trust ("International Trust"). The
undersigned Shareholder(s) of the Pacific Basin Equity Portfolio revoking
previous proxies, hereby appoint(s) David G. Lee and Robert B. Carroll and each
of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders of the Pacific Basin
Equity Portfolio to be held on March 15, 1996, and any adjournments thereof, to
vote all of the shares of the Pacific Basin Equity Portfolio that the signer
would be entitled to vote if personally present at the Special Meeting of
Shareholders and on any other matters brought before the Meeting, all as set
forth in the Notice of Special Meeting of Shareholders. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
indicated upon the matters set forth below. The Board of Trustees of the Pacific
Basin Equity Portfolio is soliciting the approval of the proposed Agreement and
Plan of Reorganization and Liquidation (the "Plan"). In order to be approved,
greater than 50% of the shares of each of the Pacific Basin Equity Portfolio
that are outstanding and entitled to vote at the Meeting must vote to approve
the Plan. All capitalized terms used herein have the same meaning given them in
the Prospectus/Proxy Statement of the International Equity Portfolio dated
January 22, 1996 or in the Plan.
THE BOARD OF TRUSTEES OF THE PACIFIC BASIN EQUITY PORTFOLIO RECOMMENDS THAT
THE SHAREHOLDERS OF THE PACIFIC BASIN EQUITY PORTFOLIO VOTE "FOR" THE APPROVAL
OF THE FOLLOWING PROPOSAL:
The undersigned, a Shareholder of the Pacific Basin Equity Portfolio,
hereby votes in the following manner:
(1) the approval or disapproval of an Agreement and Plan of Reorganization
and Liquidation providing for (i) the transfer of substantially all of
the assets and liabilities of the Pacific Basin Equity Portfolio to
the International Equity Portfolio in exchange for Class A Shares of
the International Equity Portfolio; (ii) the distribution of the
International Equity Portfolio Shares so received to shareholders of
the Pacific Basin Equity Portfolio; and (iii) the termination under
state law of the Pacific Basin Equity Portfolio.
____ FOR ____ AGAINST ____ ABSTAIN
(2) To transact such other business as may properly come before the
Meeting.
This Proxy will be voted as indicated above. If no indication is made, this
Proxy will be voted FOR the proposal set forth above.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Prospectus/Proxy Statement of
the Board of Trustees.
Please Date: ---- Date: _________________, 1995
Please print and sign your name in the space provided to authorize the voting of
your shares as indicated and return promptly. When signing on behalf of a
corporation, partnership, estate, trust, or in any other representative
capacity, please sign your name and title. For joint accounts, each joint owner
must sign.
____________________________ _________________________________
(Signature of Shareholder) (Co-owner signature, if any)
____________________________ _________________________________
(Printed Name of Shareholder) (Printed name of co-owner, if any)
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
THE EUROPEAN EQUITY PORTFOLIO
OF THE SEI INTERNATIONAL TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
March 15, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE
EUROPEAN EQUITY PORTFOLIO
This Proxy is for your use in voting on various matters relating to the
Reorganization of the European Equity Portfolio and the International Equity
Portfolio of the SEI International Trust ("International Trust"). The
undersigned Shareholder(s) of the European Equity Portfolio revoking previous
proxies, hereby appoint(s) David G. Lee and Robert B. Carroll and each of them
(with full power of substitution), the proxy or proxies of the undersigned to
attend the Special Meeting of Shareholders of the European Equity Portfolio to
be held on March 15, 1996, and any adjournments thereof, to vote all of the
shares of the European Equity Portfolio that the signer would be entitled to
vote if personally present at the Special Meeting of Shareholders and on any
other matters brought before the Meeting, all as set forth in the Notice of
Special Meeting of Shareholders. Said proxies are directed to vote or refrain
from voting pursuant to the Proxy Statement as indicated upon the matters set
forth below. The Board of Trustees of the European Equity Portfolio is
soliciting the approval of the proposed Agreement and Plan of Reorganization and
Liquidation (the "Plan"). In order to be approved, greater than 50% of the
shares of each of the European Equity Portfolio that are outstanding and
entitled to vote at the Meeting must vote to approve the Plan. All capitalized
terms used herein have the same meaning given them in the Prospectus/Proxy
Statement of the International Equity Portfolio dated January 22, 1996 or in the
Plan.
THE BOARD OF TRUSTEES OF THE EUROPEAN EQUITY PORTFOLIO RECOMMENDS THAT
THE SHAREHOLDERS OF THE EUROPEAN EQUITY PORTFOLIO VOTE "FOR" THE APPROVAL
OF THE FOLLOWING PROPOSAL:
The undersigned, a Shareholder of the European Equity Portfolio, hereby
votes in the following manner:
(1) the approval or disapproval of an Agreement and Plan of Reorganization
and Liquidation providing for (i) the transfer of substantially all of
the assets and liabilities of the European Equity Portfolio to
the International Equity Portfolio in exchange for Class A Shares of
the International Equity Portfolio; (ii) the distribution of the
International Equity Portfolio Shares so received to shareholders of
the European Equity Portfolio; and (iii) the termination under
state law of the European Equity Portfolio.
____ FOR ____ AGAINST ____ ABSTAIN
(2) To transact such other business as may properly come before the
Meeting.
This Proxy will be voted as indicated above. If no indication is made, this
Proxy will be voted FOR the proposal set forth above.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Prospectus/Proxy Statement of
the Board of Trustees.
Please Date: ---- Date: _________________, 1995
Please print and sign your name in the space provided to authorize the voting of
your shares as indicated and return promptly. When signing on behalf of a
corporation, partnership, estate, trust, or in any other representative
capacity, please sign your name and title. For joint accounts, each joint owner
must sign.
____________________________ _________________________________
(Signature of Shareholder) (Co-owner signature, if any)
____________________________ _________________________________
(Printed Name of Shareholder) (Printed name of co-owner, if any)
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
Exhibit 17(f)
[LETTERHEAD OF SEI]
April 21, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for SEI International Trust (the "Trust")
File No. 811-5601
-----------------
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, you are hereby
notified as follows:
(i) the fiscal year of the Trust for which this Notice is filed is the year
ended February 28, 1995.
(ii) the number of securities of the same class of the Trust which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 which remained unsold at the beginning of such fiscal year was: 0
(iii) the number of securities of the Trust registered during such fiscal year
other than pursuant to Rule 24f-2 was: 0
(iv) the number of securities of the Trust sold during such fiscal year was:
45,441,448.
(v) the number of securities of the Trust sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 was: 45,441,448.
This Notice is accompanied by an opinion of counsel as to whether the
securities, the registration of which this Notice makes definite in number, were
legally issued, fully paid and non-assessable as required by paragraphs
(b)(1)(v) and (c), respectively, of Rule 24f-2.
<PAGE>
Securities and Exchange Commission
Page Two
April 21, 1995
*Pursuant to Rule 24f-2(c) the filing fee accompanying this Notice was
calculated as follows:
(a) actual aggregate sale price of
securities sold pursuant to
Rule 24f-2 during fiscal year
(paragraph (v) above): $472,721,483
(b) reduced by the difference
between:
(1) the actual aggregate re-
demption price of
securities of the Trust
redeemed by the Trust
during such fiscal year; $511,819,008
and
(2) the actual aggregate re-
demption price of such
redeemed securities
previously applied pursuant
to Rules 24e-2(a) and 24e-1
of the Act; $(39,097,525)
Fee calculated pursuant to Section 6(b) of the Securities
Act of 1933: $100.00
THIS FEE WILL BE WIRED TO THE SEC'S ACCT AT MELLON BANK ON 4/20/96.
Very truly yours,
By: /s/ Jeffrey A. Cohen
--------------------
Jeffrey A. Cohen
Controller
