<PAGE>
EUROPEAN EQUITY PORTFOLIO
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. 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>
SEI INTERNATIONAL TRUST
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
Dear Shareholders:
The attached proxy statement solicits your vote as a Shareholder in the European
Equity and/or Pacific Basin Equity Portfolio(s) on an important proposal being
recommended by the Board of Trustees. Even if you are not currently a
shareholder in either Portfolio, you are still eligible to vote. Votes are
solicited from Shareholders of record as of January 16, 1996.
A Special Meeting of Shareholders of the European Equity and/or Pacific Basin
Equity Portfolio(s) has been scheduled for March 15, 1996. I strongly invite
your participation by asking you to review the proxy materials and to complete
and return your proxy card as soon as possible.
Detailed information about the proposed transaction is described in the enclosed
proxy statement. It is designed to give you information relating to the proposal
on which you will be asked to vote. We encourage you to support the Trustees'
recommendation. The proposal described in the proxy statement relates to the
matter discussed below.
The European Equity, Pacific Basin Equity and the International Equity
Portfolios have similar investment objectives and policies aside from
differences in geographical focus. The Board of Trustees has recommended the
merging of the European Equity and Pacific Basin Equity Portfolios into the
International Equity Portfolio in order to make available a comprehensive non-
U.S. developed markets strategy in one investment offering, featuring exposure
to large and small cap companies in all developed markets. This will ensure the
proper implementation of SEI's International Equity Strategy, and provide
investors with an investment vehicle that will maximize the potential return and
diversification benefits of non-U.S. exposure.
The benefit to you, as a shareholder of the European Equity and/or Pacific Basin
Equity Portfolio(s), is that the merging of these two portfolios into one will
allow you to invest in a single, well-diversified international portfolio.
Moreover, we anticipate that the expense ratio of the International Equity
Portfolio will remain consistent with the ratios of both the European Equity and
Pacific Basin Equity Portfolios.
Under the proposal, the International Equity Portfolio will acquire
substantially all of the assets of the European Equity and Pacific Basin Equity
Portfolios in exchange for shares of the International Equity Portfolio. These
shares, newly issued by the International Equity Portfolio, will then be
distributed to you, as shareholder of the European Equity and/or Pacific Basin
Portfolio(s). Depending on the aggregate value of your investment in one or both
of the Portfolios, you will receive in equal value to your shares of the
European Equity and/or Pacific Basin Equity Portfolio shares of the
International Equity Portfolio. The shares of the International Equity Portfolio
you receive will not be subject to any sales load, nor will they incur adverse
federal income taxes. You should, however, consult with your investment
professional on any state tax consequences that may impact this transaction.
<PAGE>
Again, I strongly invite your participation by asking you to review, sign, date
and return your proxy as soon as possible. Your vote is very important to us.
For your convenience, we have enclosed a self-addressed stamped envelope. If you
have any questions about the proposal, please call 1-800-DIAL-SEI. Thank you for
taking the time to review this important proposal and for your continued
investment in the SEI Funds.
Sincerely,
David G. Lee
President and Chief Executive Officer
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 Pacific Basin 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 Pacific Basin 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, 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, 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 22, 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 February 5, 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............................ 9
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS.. 11
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................................. 16
Liability and Indemnification of Trustees.................. 16
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 shares of the International Equity Portfolio assuming
consummation of the Reorganization. No material change in fees and expenses will
result if the shareholders of either of the European Equity Portfolio or the
Pacific Basin Equity Portfolio do not approve the Reorganization. Existing and
pro forma fees and expenses as set forth below will not be effected by the
outcome of the proposed Reorganization.
COMPARISON OF CLASS A SHARES OF THE INTERNATIONAL EQUITY PORTFOLIO
WITH CLASS A 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)
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<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 12b-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 a 5% annual return and 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 and 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, if
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 $326,271,998.
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
$69,122,874 and $62,543,175, 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 their 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. For a further discussion
of Investment Advisers and Sub-Advisers see "Investment Advisers and
Sub-Advisers" below.
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 Portfolios 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
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<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 Portfolio) 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.
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<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 includes an opinion 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 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
(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.
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<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: 5,875,984.055 Class A shares of the European Equity
Portfolio and 6,283,334.940 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:
<TABLE>
<CAPTION>
Name and Address of Number of % of
Beneficial Owner Shares Portfolio's Shares
- --------------------------- --------- -------------------
<S> <C> <C>
SEI Trust Company 4,501,770.999 76.61%
Attn: Jacqueline Esposito
680 E. Swedesford Road
Wayne PA 19087
</TABLE>
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:
<TABLE>
<CAPTION>
Name and Address of Number of % of
Beneficial Owner Shares Portfolio's Shares
- --------------------------- -------------- ------------------
<S> <C> <C>
SEI Trust Company 4,797,486.946 76.35%
Attn: Jacqueline Esposito
680 E. Swedesford Road
Wayne PA 19087
</TABLE>
At the close of business on the Record Date there were outstanding and entitled
to vote the following number of each Class of shares: 32,966,420.379 Class A
shares and 9,215.649 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:
<TABLE>
<CAPTION>
Name and Address of Number of % of
Beneficial Owner Shares Portfolio's Shares
- --------------------------- -------------- ------------------
<S> <C> <C>
SEI Trust Company 13,824,230.704 42.00%
Attn: Jacqueline Esposito
680 E. Swedesford Road
Wayne PA 19087
</TABLE>
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
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<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
$51 billion in assets as of September 30, 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 on an interim basis. In
addition, the Board of Trustees is also separately seeking shareholder approval
at the next meeting 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.
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<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 for investment sub-advisory
services to the European Equity Portfolio 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%. Morgan Grenfell would
receive the same .325% fee on the market value of assets managed of the
International Equity Portfolio, if approved by shareholders as an investment
sub-adviser. The Board of Trustees is separately seeking such shareholder
approval.
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 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 for investment, sub-advisory
services to the Pacific Basin Equity Portfolio 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. Schroder would receive, if separately approved by shareholders,
a fee for managing a portion of the assets of the International Equity
Portfolio, based on an annual percentage rate of .50% of the first $100 million
of assets managed, .30% of the next $50 million and .20% in excess of $150
million. The Board of Trustees is separately seeking such shareholder approval.
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."
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<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
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<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
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<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).
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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 Streets, P.O. Box 7618, Philadelphia, PA 19101
acts as wire agent of the International Trust's assets.
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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,
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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.
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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
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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.
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.
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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
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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].
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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
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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.
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(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>
Exhibit 1
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 enclosed Prospectus/Proxy Statement 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
PROPOSAL SET FORTH BELOW:
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 enclosed
Prospectus/Proxy Statement 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 PROPOSAL SET
FORTH BELOW:
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.
