<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SEI International Trust
--------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SEI International Trust
---------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[X] $125 PER EXCHANGE ACT RULE 0-11(C)(1)(II), 14A-6(I)(1), 14A-6(I)(2) OR
ITEM 22(A)(2) OF SCHEDULE 14A WITH THIS PRELIMINARY FILING
[ ] $125 per Exchange Act Rule 14a-6(i)(1). (No preliminary filing was
required.)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: /1/
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Dated Filed:
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____________________________
/1/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
SEI INTERNATIONAL EQUITY PORTFOLIO
____________________________________________________
IMPORTANT SHAREHOLDER INFORMATION
----------------------------------------------------
THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR
PROXY STATEMENT AND PROXY CARD. A PROXY CARD IS, IN
ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY, IT TELLS
US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES
RELATING TO YOUR PORTFOLIO. EACH PROXY CARD MAY BE
COMPLETED BY CHECKING A SINGLE BOX AND VOTING FOR OR
AGAINST ALL OF THE PROPOSALS RELATING TO YOUR
PORTFOLIO, OR YOU MAY VOTE ON EACH PROPOSAL
SEPARATELY. IF YOU SIMPLY SIGN THE PROXY WITHOUT
SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES.
WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY
STATEMENT, FILL OUT YOUR PROXY CARD, AND RETURN IT TO
US. VOTING YOUR PROXY, AND DOING SO PROMPTLY, ENSURES
THAT THE PORTFOLIO 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
INTERNATIONAL EQUITY PORTFOLIO
Dear Shareholder:
A Shareholder Meeting of the International Equity Portfolio of the SEI
International Trust (the "International Trust") has been scheduled for March 15,
1996. If you were a shareholder of record as of the close of business on
January 17, 1996, you are entitled to vote at the meeting or any adjournment of
the meeting.
While you are, of course, welcome to join us at the meeting, most Shareholders
cast their votes by filing out and signing the enclosed proxy card. Whether or
not you plan to attend the meeting, we need your vote. Please mark, sign, and
date the enclosed proxy card and return it promptly in the enclosed envelope so
that the maximum number of shares may be voted. You may vote for or against all
Proposals by checking a single box, or you may vote on each Proposal separately.
The attached proxy statement is designed to give you information relating each
of the proposals on which you will be asked to consider and vote. We encourage
you to support the Trustees' recommendations. The proposals described in the
proxy statement relate to the following matters:
1. TO APPROVE OR DISAPPROVE THE SELECTION OF SCHRODER CAPITAL
MANAGEMENT INTERNATIONAL LIMITED ("SCHRODER") AS INVESTMENT
SUB-ADVISER FOR THE PORTFOLIO, AND TO APPROVE OR DISAPPROVE
THE INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN SEI FINANCIAL
MANAGEMENT CORPORATION ("SFM" OR "ADVISER") AND SCHRODER
RELATING TO THE PORTFOLIO.
2. TO APPROVE OR DISAPPROVE THE SELECTION OF MORGAN GRENFELL
INVESTMENT SERVICES LIMITED ("MORGAN GRENFELL") AS INVESTMENT
SUB-ADVISER FOR THE PORTFOLIO, AND TO APPROVE OR DISAPPROVE
THE INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN SFM AND MORGAN
GRENFELL RELATING TO THE PORTFOLIO.
3. TO APPROVE OR DISAPPROVE AN AMENDED INVESTMENT SUB-ADVISORY
AGREEMENT BETWEEN SFM AND ACADIAN ASSET MANAGEMENT, INC.
("ACADIAN") WHICH WOULD INCREASE THE SUB-ADVISORY FEE PAID TO
ACADIAN BY SFM.
4. TO APPROVE OR DISAPPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN
THE PORTFOLIO AND SFM WHICH WOULD INCREASE THE ADVISORY FEE PAID TO SFM.
Your vote is important to us. Please do not hesitate to call 1-800-DIAL SEI if
you have any questions about the proposals under consideration. Thank you for
taking the time to consider these important proposals and for your investment in
the SEI Funds.
Sincerely,
David G. Lee
President, SEI International Trust
<PAGE>
PRELIMINARY COPY
SEI INTERNATIONAL TRUST
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
Notice of Special Meeting of Shareholders
March 15, 1996
Notice is hereby given that a Special Meeting of shareholders of the
International Equity Portfolio, formerly the Core International Equity Portfolio
(the "Portfolio") of the SEI International Trust (the "International Trust"),
will be held at the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Wednesday, March 15, 1996,
at 3:30 p.m. to consider and act on the following matters:
1. Proposal to approve or disapprove the selection of Schroder
Capital Management International Limited ("Schroder") as an
investment sub-adviser for the Portfolio, and to approve or
disapprove the new investment sub-advisory agreement relating
to the Portfolio between SEI Financial Management Corporation
("SFM" or the "Adviser"), which serves as the Portfolio's
investment adviser, and Schroder;
2. Proposal to approve or disapprove the selection of Morgan
Grenfell Investment Services Limited ("Morgan Grenfell") as
investment sub-adviser for the Portfolio, and to approve or
disapprove the new investment sub-advisory agreement relating
to the Portfolio between SFM, which serves as the Portfolio's
investment adviser, and Morgan Grenfell;
3. Proposal to approve or disapprove an amended investment sub-
advisory agreement between SFM and Acadian Asset Management,
Inc. ("Acadian") which would increase the sub-advisory fee
paid to Acadian by SFM.
4. Proposal to approve or disapprove an amended investment
advisory agreement between the Portfolio and SFM which would
increase the advisory fee paid to SFM; and
BY ORDER OF THE BOARD OF TRUSTEES
RICHARD W. GRANT, SECRETARY
All Shareholders are cordially invited to attend the Meeting. However, if
you are unable to be present at the Meeting, you are requested to mark, sign,
and date the enclosed Proxy and return it promptly in the enclosed envelope so
that the Meeting may be held and a maximum number of shares may be voted.
Shareholders of record at the close of business on January 16, 1996 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
January 29, 1996
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED.
A SELF ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
SEI INTERNATIONAL TRUST
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
----------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of the SEI International Trust (the "International
Trust") on behalf of the International Equity Portfolio (the "Portfolio") for
use at the Special Meeting of shareholders to be held on March 15, 1996 at 3:30
p.m. Eastern Time at the offices of SEI Financial Management Corporation ("SFM"
or the "Adviser"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, and
at any adjourned session thereof (such meeting and any adjournment thereof are
hereinafter referred to as the "Meeting"). It is expected that the Notice of
Special Meeting, the Proxy Statement and the Proxy Card will be mailed to
shareholders on or about January 29, 1996.
Each share is entitled to one vote and each fractional share is entitled to a
proportionate fractional vote on each matter as to which such shares are to be
voted at the Meeting. Shareholders of each class of each Portfolio will vote
together on each Proposal relating to their Portfolio.
In addition to the solicitation of proxies by mail, Trustees and officers of the
Trust and officers and employees of SFM, the International Trust's
administrator, may solicit proxies in person or by telephone. Persons holding
shares as nominees will, upon request, be reimbursed for their reasonable
expenses incurred in sending soliciting materials to their principals. The
general cost of solicitation will be borne by the Portfolio, except that SFM
will bear the portion of the overall cost of the Proxy Statement relating to
amending the investment advisory agreement between the International Trust and
SFM (Proposal 3). The proxy and this Proxy Statement are being mailed to
Shareholders on or about January 29, 1996.
Shares represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time before they are exercised
by a written revocation received by the President of the International Trust at
680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, by properly executing
a later-dated proxy, or by attending the Meeting and voting in person.
INTRODUCTION
The Trust is organized as a Massachusetts business trust and is not required to
hold annual meetings of Shareholders. The Meeting is being called in order to
permit the Shareholders of the Portfolio to vote on issues related to the
approval of new investment sub-advisory agreements for two new sub-advisors for
the Portfolio, amended investment advisory agreement and amended sub-advisory
agreement relating to fee increases for the corresponding adviser and sub-
adviser to the Portfolio.
-1-
<PAGE>
PROPOSALS 1, 2. PROPOSAL TO APPROVE OR DISAPPROVE THE SELECTION OF
SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED
("SCHRODER") AND MORGAN GRENFELL INVESTMENT
SERVICES LIMITED ("MORGAN GRENFELL") AS INVESTMENT
SUB-ADVISERS FOR THE PORTFOLIO, AND TO APPROVE OR
DISAPPROVE THE NEW INVESTMENT SUB-ADVISORY
AGREEMENTS RELATING TO THE PORTFOLIO BETWEEN SFM,
THE PORTFOLIO'S INVESTMENT ADVISER, AND SCHRODER
AND MORGAN GRENFELL, RESPECTIVELY.
The Board of Trustees is recommending that Shareholders of the Portfolio approve
Schroder and Morgan Grenfell as the investment sub-advisers of the Portfolio and
approve their respective investment sub-advisory agreements between SFM, 680
Swedesford Road, Wayne, PA 19087-1658 dated as of _______ __, 1996 and ______,
1996, respectively (the "Investment Sub-Advisory Agreements"). The Trustees of
the International Trust, including all of the Trustees who are not "interested
persons" of such Trust, approved the respective Investment Sub-Advisory
Agreements of Schroder and Morgan Grenfell with respect to the Portfolio on
December 4, 1995. Shareholders will vote separately on the sub-advisory
agreements relating to each particular Portfolio, however, the following
discussion is combined because of the similarity of the Investment Sub-Advisory
Agreements.
INTRODUCTION
At a Board of Trustees meeting held on December 4-5, 1995, the Trustees accepted
a recommendation by SFM that the International Trust's equity investment
offering be restructured to eliminate separate funds with a regional focus. To
implement this restructuring, the Board approved a reorganization under which
the Portfolio would acquire the assets and assume the liabilities of the
European Equity Portfolio and Pacific Basin Equity Portfolio. In conjunction
therewith, the Board voted to terminate SFM's existing Investment Sub-Advisory
Agreement with WorldInvest Limited ("WorldInvest"), and approve the selection of
Schroder and Morgan Grenfell as additional investment sub-advisers for the
Portfolio. Morgan Grenfell and Schroder are at present the sub-advisers for the
European Equity and Pacific Basin Equity Portfolios, respectively. In addition,
the Trustees voted to change the name of the Portfolio from Core International
Equity Portfolio to the International Equity Portfolio in order to better
reflect the consolidation of the non-U.S. developed markets strategy into one
portfolio. Shareholders of the European Equity and Pacific Basin Equity
Portfolios must approve, in separate votes, the combination of their respective
Portfolios with the International Equity Portfolio. Implementation of the
proposals herein is not conditioned on the approval of such combinations.
TERMINATION OF PRIOR INVESTMENT SUB-ADVISORY AGREEMENT. WorldInvest served as
- ------------------------------------------------------
an investment sub-adviser to the Portfolio pursuant to an investment sub-
advisory agreement with SFM dated December 16, 1994. The Board of Trustees voted
on December 4-5, 1995 to approve the termination of this agreement based upon a
review of the Portfolio's investment performance under WorldInvest's stewardship
and the belief that engaging Schroder and Morgan Grenfell to provide investment
sub-advisory services as described herein will be in the best interests of the
Portfolio. WorldInvest was terminated on December 11, 1995. Schroder commenced
managing a portion of the assets of the Portfolio on December 15, 1995. As
interim investment sub-advisory fees, Schroder is paid .325% on the first $300
million of assets managed and .20% on any assets over $300 million. SFM expects
Morgan Grenfell to begin managing assets for the Portfolio during the first
quarter of 1996. Morgan Grenfell would receive the same interim investment sub-
advisory fee as is currently paid to Schroder.
DUTIES UNDER THE PROPOSED INVESTMENT SUB-ADVISORY AGREEMENT. Except for a
- -----------------------------------------------------------
change in effective dates, the terms of the proposed Investment Sub-Advisory
Agreements in connections with the International Equity Portfolio are identical
in all material respects to the terms of the existing sub-advisory agreements
between SFM and Schroder and Morgan Grenfell in connection with the European
Equity Portfolio and Pacific Basin Equity Portfolio, respectively. Except for
differences regarding fees and compensation, such Investment Sub-Advisory
Agreements are also identical in all material respects to the existing sub-
advisory agreement between SFM and
-2-
<PAGE>
WorldInvest regarding the Portfolio. A copy of the form of Investment Sub-
Advisory Agreements for Schroder and Morgan Grenfell are attached as
Exhibits A and B, respectively, to this Proxy Statement.
Under each respective Investment Sub-Advisory Agreement, and subject to the
supervision of the International Trust's Board of Trustees and the Adviser,
Schroder will furnish an investment program in respect of, and make investment
decisions for, assets of the Portfolio that relate to large-capitalization,
growth companies in the Pacific Basin and small-capitalization companies in
Japan, while Morgan Grenfell will concentrate its investment decision efforts on
large-capitalization, growth companies throughout Europe. Both sub-advisers
will place all orders for the purchase and sale of such securities on behalf of
the Portfolio. In the performance of their duties, the sub-advisers will
monitor their respective Portfolio investments, and will comply with the
provisions of the International Trust's Declaration of Trust and By-Laws, as
amended from time to time, and the investment objectives, policies and
restrictions of the Portfolio. The Investment Sub-Advisory Agreements provide
that a Sub-Adviser shall not be protected against any liability arising from
such Sub-Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties.
COMPENSATION. Under its Investment Sub-Advisory Agreement with Schroder, SFM
- ------------
will pay Schroder a fee, which is calculated daily and paid monthly, at an
annual rate of .50% of the first $100 million of Portfolio assets, .30% of the
next $50 million in Portfolio assets and .20% of assets in excess of $150
million. With respect to Morgan Grenfell, SFM will pay a fee, which is
calculated daily and paid monthly, at an annual rate of .325% of the average
daily net assets of the Portfolio. The rates of compensation under these
Investment Sub-Advisory Agreements are not the same as under the prior Sub-
Advisory Agreement with WorldInvest. Specifically, SFM paid WorldInvest a fee
calculated daily and paid monthly, at an annual rate of .325% of the first $300
million assets of the Portfolio and .20% of such assets in excess of $300
million. During the most recent fiscal year, the aggregate sub-advisory fee
paid to WorldInvest was $_______.
DURATION AND TERMINATION. Once approved by vote of a majority of the
- ------------------------
outstanding voting securities of the Portfolio in accordance with the
requirements of the Investment Company Act of 1940, as amended (the "1940 Act"),
and unless sooner terminated, each Investment Sub-Advisory Agreement will
continue in effect for an initial period of two years. Thereafter, if not
terminated, each Investment Sub-Advisory Agreement will continue in effect for
the Portfolio for successive periods of 12 months, provided that such
--------
continuation is specifically approved at least annually (a) by the vote of a
majority of those members of the International Trust's Board of Trustees who are
not interested persons of the International Trust, the sub-adviser or SFM, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the vote of a majority of the International Trust's Board of Trustees or
by the vote of a majority of the outstanding shares of the Portfolio. The
Investment Sub-Advisory Agreements may be terminated as to the Portfolio at any
time, without the payment of any penalty, by the International Trust, by the
Trustees or by a vote of a majority of the oustanding voting securities, by SFM
on at least thrity (30) days but no more than sixty (60) days written notice, or
by the respective sub-adviser on ninety (90) days written notice. Each
Investment Sub-Advisory Agreement will immediately terminate in the event of its
assignment. The Investment Sub-Advisory Agreement will also terminate
automatically if the investment advisory agreement between the International
Trust and the Adviser is terminated.
TRUSTEES' CONSIDERATION. In recommending that the shareholders approve each
- -----------------------
Investment Sub-Advisory Agreement, the Trustees carefully reviewed and evaluated
the experience of each sub-adviser's key personnel and the nature and quality of
services expected to be delivered to the Portfolio by each sub-adviser. These
considerations included but were not limited to the following: Morgan Grenfell's
and Schroder's past performance record with respect to the management of the
European Equity Portfolio and Pacific Basin Equity Portfolio, respectively;
employment by each sub-adviser of security selection techniques that complement
existing investment strategies employed by the Portfolio's existing sub-adviser;
the history, reputation, qualifications and background of each sub-adviser and
its key personnel; and other factors deemed relevant by the Trustees. The
Trustees also reviewed the fees to be paid to each sub-adviser in comparison to
those charged in the relevant segment of the mutual fund business, and
considered any benefits to be received by Schroder and/or Morgan
-3-
<PAGE>
Grenfell in connection with its allocation of Portfolio brokerage. The Trustees
of the International Trust have no material interest in the termination of
WorldInvest or the appointment of either Schroder or Morgan Grenfell.
In addition to the factors enumerated above, the Trustees considered the changes
to the composition of the Portfolio's portfolio of investments expected to
result from the appointment of Schroder and Morgan Grenfell. [IN THE SHORT
TERM, THERE MAY BE A SIGNIFICANT NUMBER OF CHANGES TO THE PORTFOLIO'S PORTFOLIO
HOLDINGS, WHICH WILL RESULT IN TRANSACTION COSTS, AS WELL AS POSSIBLE TAX
CONSEQUENCES (INCLUDING REALIZATION BY THE PORTFOLIO OF GAINS OR LOSSES ON THE
SALE OF SECURITIES)]. Despite the potentially higher transaction costs and
possible adverse tax consequences, the Trustees believe that the benefits
expected to result from Schroder and Morgan Grenfell's investment style will
outweigh any such additional costs and/or consequences.
DESCRIPTION OF SUB-ADVISERS. Schroder was founded in January 1989 and is a
wholly-owned indirect subsidiary of Schroders plc, the holding company parent of
an investment banking and investment management group of companies (the
"Schroder Group"). The investment management operations of the Schroder Group
are located in countries worldwide, including seven offices in Asia. As of
September 30, 1995, the Schroder Group had over $100 billion in assets under
management. As of that date, Schroder had over $15 billion in assets under
management.
Listed below are the names and principal occupations of each of the directors
and principal executive officers of Schroder. The principal business address of
each director and principal executive officer, as it relates to his or her
duties at Schroder is also provided. No Trustee of the International Trust has
purchased or sold shares of or interests in Schroder during the most recent
fiscal year of the International Trust.
<TABLE>
<CAPTION>
Name Office or Title Principal Occupation
---- --------------- --------------------
<S> <C> <C>
John Sutnerland Ager Director, Senior Vice Portfolio Management
President
John Burns First Vice President, Treasurer
Treasurer
Robert Geoffrey Davy Director Portfolio Management
Richard Ralston Foulkes Director, Executive Vice Portfolio Management
President, Chairman
David Gibson Deputy First Vice Portfolio Management
President, Director
Clement John Govett Director
Sharon Louise Haugh Director, Senior Vice Institutional Marketing
President
Laura Luckyn-Malone Managing Director Portfolio Management
Ian Johnson Secretary Managing Director
Gavin Douglas Lewis Ralston Director, Senior Vice Portfolio Management
President
David Murray Salisbury Director, Chief Executive Chief Executive
Officer, Chairman
Ian Peter Sedgwick Director
Mark Julian Smith First Vice President Portfolio Management
Peter Michael Tobias Compliance Officer Compliance
John Alexander Troiano Managing Director/ Portfolio Management
Senior Vice President
</TABLE>
Schroder currently provides investment services to the following investment
companies having an investment objective similar to the Portfolio's investment
objective:
<TABLE>
<CAPTION>
NAME OF INVESTMENT COMPANY AMOUNT OF ASSETS UNDER RATE OF COMPENSATION
MANAGEMENT*
<S> <C> <C>
Schroder Asian Growth $247,487,124 1.00%/1/
Fund
</TABLE>
________
*As of October 31, 1995.
/1/ Maximum fee that can be earned is 1.00%.
Morgan Grenfell, a subsidiary of Morgan Grenfell Asset Management Limited
("MGAM"), managed approximately $13 billion in assets as of September 30, 1995.
Morgan Grenfell Asset Management Limited, a
-4-
<PAGE>
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. MGAM 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.
Listed below are the names and principal occupations of each of the directors
and principal executive officers of Morgan Grenfell. The principal business
address of each director and principal executive officer, as it relates to his
or her duties at Morgan Grenfell is also provided. No Trustee of the
International Trust has purchased or sold shares of or interests in Morgan
Grenfell during the most recent fiscal year of the International Trust.
<TABLE>
<CAPTION>
NAME AND ADDRESS* OFFICE OR TITLE PRINCIPAL OCCUPATION
---------------- --------------- --------------------
<S> <C> <C>
Graham D. Bampling Director Portfolio Manager
Michael Bullock Chairman/Chief Executive Officer CIO
Patrick W.W. Disney Chief Executive Portfolio Manager
Martin A. Hall Director Portfolio Manager
Julian R. Johnston Director Portfolio Manager
Ian D. Kelson Director Portfolio Manager
Richard I. Lamb Director Portfolio Manager
Jeremy G. Lodwick Director Portfolio Manager
William G. M. Thomas Director Portfolio Manager
Patrick N.C. Walker Director Head of International Marketing
Stephen A.J. Ward Director Senior Trader
A. Michael Wheatley Director Head of Trading
</TABLE>
- --------------------------
* 20 Finsbury Circus, London, England EC2M 1NB
Morgan Grenfell currently provides investment services to the following
investment companies having an investment objective similar to the Portfolio's
investment objective:
<TABLE>
<CAPTION>
NAME OF INVESTMENT COMPANY AMOUNT OF ASSETS UNDER RATE OF COMPENSATION
MANAGEMENT*
<S> <C> <C>
Dean Witter European Growth Fund $868,376,929 0.40% on the first $500
million and 0.38% thereafter
</TABLE>
_________
* As of January 2, 1996.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE
---
SELECTION OF SCHRODER AND MORGAN GRENFELL AS INVESTMENT SUB-ADVISORS AND
APPROVE THEIR RESPECTIVE INVESTMENT SUB-ADVISORY AGREEMENTS.
PROPOSAL 3. PROPOSAL TO APPROVE OR DISAPPROVE AN AMENDED INVESTMENT SUB-
ADVISORY AGREEMENT BETWEEN SFM AND ACADIAN WITH RESPECT TO THE
PORTFOLIO WHICH WOULD INCREASE THE SUB-ADVISORY FEE PAID TO
ACADIAN BY SFM
GENERAL. On December 4-5, 1995, the Board of Trustees unanimously approved,
subject to the approval of the shareholders of Portfolio, an Amended Investment
Sub-Advisory Agreement (the "Amended Sub-Advisory
-5-
<PAGE>
Agreement") to increase the rate of fee payable to Acadian. Under the investment
advisory agreement currently in effect (the "Current Sub-Advisory Agreement"),
Acadian, a sub-adviser to the Portfolio, receives a fee from SFM, calculated
daily and paid at the end of each calendar month, at the annual rate of .325% of
the first $150 million of the Portfolio's aggregate average daily net assets
under management, .25% of the next $100 million of such assets, .15% of the next
$100 million of such assets and .10% for such assets over $350 million. Acadian
may, from time to time, voluntarily waive a portion of its advisory fee in order
to limit the total operating expenses of the Portfolio. Such voluntary waiver is
not contractual and is subject to change.
COMPENSATION. Under the Amended Sub-Advisory Agreement, Acadian would receive a
- -------------
fee from SFM, calculated daily and paid at the end of each calendar month, at
the annual rate of .325% of the first $150 million of the Portfolio's aggregate
average daily net assets under management, .25% of the next $150 million of such
assets and .20% over $300 million. As a result of the enhanced investment
strategy for the Portfolio, Acadian's mandate has been modified to incorporate
international small capitalization stocks into that portion of the assets of the
Portfolio for which it is responsible. The Board of Trustees determined that the
nominal sub-advisory fee increase was justified based on the unique costs
associated with researching and investing in international small capitalization
stocks. [PLEASE PROVIDE WHETHER THE FEE WILL INCREASE AT CURRENT ASSET LEVELS] A
copy of the Amended Sub-Advisory Agreement, as it is proposed to be approved by
the shareholders is attached hereto as Exhibit C to this Proxy Statement.
From its appointment as an investment sub-adviser on December 16, 1994 through
fiscal year ended February 28, 1995 and the six-month period ending August 31,
1995, the aggregate fee paid by SFM to Acadian was $____. If the proposed fee
had been in effect, Acadian would have received $____, which equals a ____%
increase.
TRUSTEES' CONSIDERATION. To assist the Board of Trustees in their consideration
of the Amended Sub-Advisory Agreement, SFM presented a comparative analysis,
under the current and proposed sub-advisory fees, of the performance and
expenses of the Portfolio. The Trustees took into account SFM's belief that the
proposed fee structure represents a reasonable return for Acadian, is consistent
with acceptable profitability levels and furthers the Portfolio's competitive
performance. In addition, the Trustees considered the following factors: (1)
the nature and quality of the advisory services rendered and the results
achieved by Acadian in the management of the Portfolio; (2) the relationship of
the proposed sub-advisory fee schedule to fee schedules of comparable sub-
advisers managing similar assets; (3) the costs borne by Acadian in providing
investment sub-advisory services to the Portfolio; and (4) the profits of
Acadian in providing services to the Portfolio.
SUB-ADVISER'S DUTIES UNDER THE INVESTMENT SUB-ADVISORY AGREEMENT.
- -----------------------------------------------------------------
Under the Amended Sub-Advisory Agreement, and subject to the supervision of the
Trust's Board of Trustees and SFM, Acadian will furnish an investment program in
respect of, and make investment decisions for, all assets of the Portfolio and
place all orders for the purchase and sale of securities on behalf of the
Portfolio. In the performance of its duties, Acadian will monitor the
Portfolio's investments and the investment objectives, policies and restrictions
of the Portfolio. The Amended Sub-Advisory Agreement provides that the Sub-
Adviser shall discharge its duties with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The Amended Sub-Advisory
Agreement obligates Acadian to exercise care and diligence and to act in good
faith and to use its best efforts within reasonable limits to ensure the
accuracy of all services performed under the Agreement, but Acadian is not
liable for any act or omission which does not constitute willful misfeasance,
bad faith or gross negligence on the part of Acadian or its officers, directors
or employees, or reckless disregard by Acadian of its duties under the
Agreement.
-6-
<PAGE>
DURATION AND TERMINATION. Once approved by vote of a majority of the
- ------------------------
outstanding voting securities of the Portfolio in accordance with the
requirements of the Act, and unless sooner terminated, the Amended Sub-Advisory
Agreement will continue in effect for an initial period of two years.
Thereafter, if not terminated, the Amended Sub-Advisory Agreement will continue
in effect for the Portfolio for successive periods of 12 months, provided that
--------
such continuation is specifically approved at least annually (a) by the vote of
a majority of those members of the Trust's Board of Trustees who are not
interested persons of the Trust, the Sub-Adviser or the Adviser, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by the
vote of a majority of the Trust's Board of Trustees or by the vote of a majority
of the outstanding shares of the Portfolio. The Amended Sub-Advisory Agreement
may be terminated as to the Portfolio at any time, without the payment of any
penalty, by the Portfolio, by the Trustees or by a vote of a majority of the
oustanding voting securities, by SFM on at least thirty (30) days but no more
than sixty (60) days written notice, or by the respective sub-adviser on ninety
(90) days written notice. The Amended Sub-Advisory Agreement will immediately
terminate in the event of its assignment. The Amended Sub-Advisory Agreement
will also terminate automatically if the investment advisory agreement between
the Trust and the Adviser is terminated.
DESCRIPTION OF ACADIAN. 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.
Listed below are the names and principal occupations of each of the directors
and principal executive officers of Acadian. The principal business address of
each director and principal executive officer, as it relates to his or her
duties at Acadian is also provided. No Trustee of the International Trust has
purchased or sold shares of or interests in Acadian during the most recent
fiscal year of the Trust.
<TABLE>
<CAPTION>
Name and Address* Office or Title Principal Occupation
- ---------------- ----------------------- --------------------
<S> <C> <C>
Gary L. Bergstrom Chief Executive Officer Investment Advisor
Ronald D. Frashure Director Investment Advisor
</TABLE>
________________
* Two International Place, 26th Floor, Boston, MA 02110
Acadian does not currently act as a sub-adviser to any other investment company
with similar investment objectives.
COMPARISON BETWEEN THE AMENDED SUB-ADVISORY AGREEMENT AND THE CURRENT SUB-
- -------------------------------------------------------------------------
ADVISORY AGREEMENT. The terms of the Amended Sub-Advisory Agreement and the
- ------------------
Current Sub-Advisory Agreement are effectively the same, except for provisions
regarding compensation, as described above.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE
---
AMENDED INVESTMENT SUB-ADVISORY AGREEMENT INCREASING THE SUB-ADVISORY FEE FOR
ACADIAN.
-7-
<PAGE>
PROPOSAL 4. PROPOSAL TO APPROVE OR DISAPPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE PORTFOLIO AND SFM WHICH WOULD INCREASE THE
ADVISORY FEE PAID TO SFM
GENERAL. On December 4, 1995, the Trustees unanimously approved, subject to the
- -------
approval of the shareholders of the Portfolio, an amended investment advisory
agreement (the "Amended Advisory Agreement") with respect to the Portfolio to
increase the rate of fee payable to SFM. Under the investment advisory agreement
currently in effect (the "Current Advisory Agreement"), SFM receives a fee from
the Portfolio, calculated daily and paid monthly, at the annual rate of .475% of
the aggregate daily net assets of the Portfolio. SFM may, from time to time,
voluntarily waive a portion of its advisory fee with respect to the Portfolio in
order to limit the total operating expenses of the Porfolio. Such voluntary
waiver is not contractual and is subject to change.
COMPENSATION. Under the Amended Advisory Agreement, SFM would receive a fee
- -------------
from the Portfolio, calculated daily and paid monthly at the annual rate of
.505% of the average daily net assets of the Portfolio (the current advisory fee
is .475% of average daily net assets). The contractual investment advisory fee
is being increased to defray the increased expenses and fees that SFM would
incur under the revised sub-advisory agreements with Acadian, Schroder and
Morgan Grenfell. Moreover, the contractual sub-advisory fees for Acadian would
be higher than the existing fees received by Acadian and the contractual sub-
advisory fees under the sub-advisory agreements for Schroder and Morgan Grenfell
would also be higher than the fees previously received by the former sub-
adviser, WorldInvest.
Under both the Current Advisory Agreement and the Amended Advisory Agreement,
SFM will retain only .15% of the total investment advisory fee. The remaining
portion of the investment advisory fee is used to compensate the sub-advisers.
The increase in the investment advisory fee will result in a nominal increase in
the total operating expenses of the Portfolio by .03%, the effect of this
increase is set forth below. The Board of Trustees determined that the fee
increase was justified based on the enhanced investment strategy of the
Portfolio, specifically, the change in Acadian's mandate to incorporate small
capitalization stocks into that portion of the assets of the Portfolio for which
it is responsible. SFM would be able, from time to time, to voluntarily waive a
portion of its advisory fee in order to limit the total operating expenses of
the Portfolio. Such voluntary waiver would not be contractual and would be
subject to change.
A copy of the Amended Advisory Agreement, as it is proposed to be approved by
the Portfolio Shareholders, is attached as Exhibit D to this Proxy Statement.
-8-
<PAGE>
<PAGE>
COMPARISON BETWEEN THE AMENDED AGREEMENT AND THE CURRENT ADVISORY AGREEMENT.
- ---------------------------------------------------------------------------
The following table compares the existing fees and expenses of Class A and Class
D shares of the Portfolio under the Current Advisory Agreement and the fees and
expenses of each of the classes of the Portfolio under the Amended Advisory
Agreement. The percentages shown below expressing existing annual fund operating
expenses are based on the actual expenses of each class of the Portfolio for the
fiscal year ended February 28, 1995 and interim six-month period ending August
31, 1995.
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY PORTFOLIO CLASS A SHARES
---------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES CURRENT FEES PROPOSED FEES
-------------------------------- AND AND
EXPENSES EXPENSES
------------ -------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchase................. None None
Maximum Sales Charge Imposed on Reinvested Dividends..... None None
Deferred Sales Charge.................................... None None
Redemption Fees.......................................... None None
<CAPTION>
CURRENT FEES PROPOSED FEES
AND AND
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) EXPENSES EXPENSES
--------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Management/Advisory Fees (after fee waiver and reimbursement).......... .91%/*/ .94%
12b-1 Fees............................................................. .15% .15%
Other Expenses......................................................... .19% .19%
---- ---
Total Fund Operating Expenses (after fee waiver)....................... 1.25%/*/ 1.28%
==== =====
</TABLE>
_____________________
/*/ Absent fee waivers for the fiscal year ended February 28, 1995, and six-
month period ending in August 31, 1995, Management/Advisory fees and Total Fund
Operating Expenses would have been .93% and 1.27%, respectively, of the average
net assets of the International Equity Portfolio Class A Shares.
EXAMPLE
Assuming a hypothetical investment of $1,000, a 5% annual return and redemption
at the end of each time period, an investor in the shares above would have paid
transaction and operating expenses at the end of each year as follows:
<TABLE>
<CAPTION>
CURRENT/*/ PROPOSED
---------- --------
<S> <C> <C>
1 year........................................................................ $ 13 $ 13
3 years....................................................................... $ 20 $ 41
5 years....................................................................... $ 69 $ 70
10 years...................................................................... $151 $155
</TABLE>
-10-
<PAGE>
____________________
/*/ Absent fee waivers for the one, three, five and ten year periods, expenses
would be $___, $___, $___ and $___, respectively.
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<TABLE>
<CAPTION>
CURRENT FEES PROPOSED FEES
AND AND
INTERNATIONAL EQUITY PORTFOLIO CLASS D SHARES EXPENSES EXPENSES
--------------------------------------------- ------------ -------------
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchase...................................... 5.00% 5.00
Maximum Sales Charge Imposed on Reinvested Dividends.......................... None None
Redemption fees............................................................... None None
</TABLE>
<TABLE>
<CAPTION>
CURRENT FEES PROPOSED FEES
AND AND
EXPENSES EXPENSES
------------ -------------
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ---------------------------------------------------------------------
<S> <C> <C>
Management/Advisory Fees (after fee waiver and reimbursement)................. .91%/*/ .94%
12b-1 Fees.................................................................... .40% .40%
Other Expenses................................................................ .34% .34%
---- ----
Total Fund Operating Expenses (after fee waiver).............................. 1.65%/*/ 1.68%
==== ====
</TABLE>
_____________________
/*/ Absent fee waivers for the fiscal year ended February 28, 1995 and six-
month period ending August 31, 1995, Management/Advisory Fees and Total Fund
Operating Expenses would have been .93% and 1.67%, respectively, of the average
net assets of the International Equity Portfolio Class D Shares.
EXAMPLE
An investor in the Class D shares above would pay the following expenses on a
$1,000 investment, assuming (1) a 5% annual return; (2) redemption at the end of
each time period and (3) imposition of the maximum sales charge:
<TABLE>
<CAPTION>
CURRENT/*/ PROPOSED
------- --------
<S> <C> <C>
1 year........................................................................ $ 66 $ 66
3 years....................................................................... $ 99 $100
5 years....................................................................... $135 $137
10 years...................................................................... $236 $239
</TABLE>
_____________________
/*/ Absent fee waivers for the one, three, five and ten year periods, expenses
would be $___, $___, $___ and $___, respectively.
-11-
<PAGE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN SHOWN.
From its appointment as investment adviser on December 16, 1994 through the
fiscal year ended February 28, 1995 and six-month period ending August 31, 1995,
the aggregate fee paid by the Portfolio to SFM for services on behalf of the
Portfolio was $_________. If the proposed fee had been in effect, SFM would have
received $_________, which equals a ____% increase.
Trustees' Consideration. To assist the Trustees in their consideration of the
Amended Advisory Agreement, SFM presented a comparative analysis, under existing
and pro forma advisory fees, of the performance and expenses of the Portfolio.
The Trustees took into account SFM's belief that the proposed fee structure
represents a reasonable return, is in line with acceptable profitability levels,
is still comparable to that of competing funds and maintains the Portfolio's
competitive performance. In addition, the Trustees carefully reviewed and
evaluated the experience of SFM's key personnel and the quality of services to
be delivered to the Portfolio. These considerations included, but were not
limited to, the following factors: (1) the nature and quality of the advisory
services rendered and the results achieved by SFM in the management of the
Portfolio, giving due consideration to the likely impact of the proposed fee on
relative performance; (2) the relationship of the proposed advisory fee schedule
to the fee schedules of comparable mutual funds, the impact of the proposed
increase in advisory fees on the Portfolio's expense ratio and the relationship
of the Portfolio's pro forma expense ratio to the expense ratios of comparable
--- -----
mutual funds; (3) the costs borne by SFM in providing investment advisory
services to the Portfolio; (4) the profits of SFM in providing services to the
Portfolio; and (5) the extent to which the economies of scale that SFM might
experience as a result of growth in the Portfolio's assets would be shared with
the Portfolio.
Duties Under the Amended Advisory Agreement. Except for a differences in fees
- -------------------------------------------
and the effective dates, the terms of the Amended Advisory Agreement between SFM
and the Portfolio are identical in all material respects to the terms of the
Current Advisory Agreement between the same parties.
Under the Amended Advisory Agreement, SFM will serve as investment adviser to
the Portfolio and will provide its proprietary investment adviser selection,
monitoring, and asset allocation services. Subject to approval by Trustees,
SFM, in turn, will enter into investment sub-advisory agreements with one or
more sub-advisers (each a "Manager" and collectively, the "Managers") to
exercise investment discretion over the assets (or a portion of the assets) of
the Portfolio. Consistent with its goals of using multiple Managers to carry
out the Portfolio's investment objective and policies. SFM may provide specific
portfolio security advice with respect to all or some of the Portfolio assets.
SFM will perform internal due diligence on prospective Managers for the
Portfolio and monitor Manager performance using its proprietary investment
adviser selection and monitoring process. SFM will be responsible for
communicating performance targets and evaluations to Managers, supervising each
Manager's compliance with the Portfolio's fundamental investment objectives and
policies, authorizing Managers to engage in certain investment techniques for
the Portfolio and recommendation to the Board of Trustees whether sub-advisory
agreements should be renewed, modified or terminated. SFM also will recommend
to the Board the addition of new Managers as it deems appropriate.
The Amended Advisory Agreement consistent with the Current Advisory Agreement,
provides that SFM shall not be protected against liability arising from such
Adviser's willful misfeasance, bad faith or gross negligence in the performance
of its duties.
Description of the Adviser. SFM currently serves as investment adviser to the
- --------------------------
Portfolio pursuant to the Current Advisory Agreement with the Trust and will
continue to do so if the proposal set forth herein is approved and will delegate
certain investment management functions to Schroder, Morgan Grenfell and Acadian
Asset Management, Inc. ("Acadian"). SFM is a wholly-owned subsidiary of SEI
Corporation ("SEI"), a financial services company located in Wayne, PA. The
principal business address of SFM is 680 East Swedesford Road, Wayne, PA
19087-1658. SEI was founded in 1968 and is a leading provider of investment
solutions to banks, institutional investors, investment advisers and insurance
companies. Affiliates of SFM have provided consulting advice to institutional
investors for more than 20 years, including advice regarding selection and
evaluation of investment advisers. SFM currently serves as manager or
administrator to more than 26 investment companies, including more than 220
portfolios, which investment companies have more than $51 billion in assets as
of September 31, 1995.
Listed below are the names and titles of each of the directors and the principal
executive officers of SFM. The principal occupation of each relates to the
business of SFM and SEI. The principal business address of each director and
the principal executive officers is 680 Swedesford Road, Wayne, Pennsylvania
19087-1658.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer
Henry H. Greer Director, President & Chief Operating Officer
Carmen V. Romeo Director, Executive Vice President & Treasurer
Richard B. Lieb Executive Vice President
Edward Loughlin Executive Vice President, President - Insurance Asset
Services & Asset Management Services Division
Charles A. Marsh Executive Vice President
Carl A. Guarino Senior Vice President
Cris Brookmyer Controller
Kevin P. Robins Senior Vice President, General Counsel & Secretary
</TABLE>
For the period from its assumption of its advisory duties on December 19, 1994
to February 28, 1995, the Portfolio paid SFM an aggregate fee (net of a
voluntary fee waiver of $0) of $246,450 for advisory services. For this same
period, the Portfolio paid SEI Financial Services Corporation ("SFS" or
"Distributor") an aggregate distribution fee of $_______ for Class A Shares and
$_____ for Class D Shares and SFM, as Administrator, an aggregate administrative
fee of $________.
Duration and Termination. Once approved by vote of a majority of the
- ------------------------
outstanding voting securities of the Portfolio in accordance with the
requirements of the Act, and unless sooner terminated, the Amended Advisory
Agreement will continue in effect for an initial period of two years.
Thereafter, if not terminated, the Amended Advisory Agreement will continue in
effect for the Portfolio for successive periods of 12 months, provided that such
--------
continuation is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
interested persons of the Trust or the Adviser, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the vote of a
majority of the Trust's Board of Trustees or by the vote of a majority of the
outstanding shares of the Portfolio. The Amended Advisory Agreement may be
terminated as to the Portfolio at any time, without the payment of a penalty, by
the Trustees or by the vote of a majority of the outstanding voting securities
of the Portfolio on not less than 30 days nor more than 60 days written notice
to SFM, or by SFM on 90 days written notice to the International Trust. The
Amended Advisory Agreement will immediately terminate in the event of its
assignment.
SHAREHOLDER APPROVAL OF THE AMENDED ADVISORY AGREEMENT. Approval of the Amended
- ------------------------------------------------------
Advisory Agreement requires the affirmative vote of a majority of the
outstanding shares of the Portfolio. In the event shareholders of the Portfolio
do not approve the adoption of the Amended Sub-Advisory Agreements at the
Special Meeting to which this Proxy Statement relates, or any adjournment
thereof, the Trustees will consider other appropriate courses of action.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE
---
AMENDED INVESTMENT ADVISORY AGREEMENT FOR THE PORTFOLIO.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
DISTRIBUTION. SFS, a wholly-owned subsidiary of SEI Corporation, 680 East
- ------------
Swedesford Road, Wayne, Pennsylvania 19087-1658 ("SEI"), acts as the distributor
of the Trust's shares pursuant to a distribution agreement between the
International Trust and SFS.
PORTFOLIO TRANSACTIONS. For the fiscal year ended February 28, 1995, the
- ----------------------
Portfolio paid the following amounts in brokerage commissions to affiliates of
the Portfolio.
<TABLE>
<CAPTION>
Total Brokerage Amount Paid to % Paid to
Commission Affiliated Broker Affiliated Broker
--------------- ----------------- -----------------
<S> <C> <C>
</TABLE>
5% SHAREHOLDERS. As of January 17, 1996, the following persons were the only
- ---------------
persons who were, to the knowledge of the International Trust, beneficial owners
of 5% or more of shares of the Portfolio.
<TABLE>
<CAPTION>
Name and Address Number % of
of Beneficial Owner of Shares Portfolio's Shares
------------------- --------- ------------------
<S> <C> <C>
</TABLE>
As of January 17, 1996, the Trustees and executive officers of the International
Trust owned in the aggregate less than 1% of the shares of the Portfolio.
ADJOURNMENT. In the event that sufficient votes in favor of the proposal set
- -----------
forth in the Notice of the Special Meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than 60 days in
the aggregate to permit further solicitation of proxies with respect to any of
such proposal. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by proxy at the session
of the meeting to be adjourned. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
such proposals. They will vote against any such adjournment those proxies
required to be voted against any such proposals. The costs of any such
additional solicitation and of any session will be borne by the Portfolio.
-12-
<PAGE>
REQUIRED VOTE. Approval of each Investment Sub-Advisory Agreement requires the
- -------------
affirmative vote of a majority of the outstanding shares of the Portfolio. As
defined in the 1940 Act, "majority of the outstanding shares" means the vote of
(i) 67% or more of the Portfolio's outstanding shares present at a meeting, if
the holders of more than 50% of the outstanding shares of the Portfolio are
present or represented by proxy, or (ii) more than 50% of the Portfolio's
outstanding shares, whichever is less. In the event shareholders of the
Portfolio do not approve a Proposal set forth at the Meeting to which this Proxy
Statement relates, or any adjournment thereof, the Trustees will consider other
appropriate courses of action.
Abstentions and "broker non-votes" will not be counted for or against any
proposal to which they relate, but will be counted for purposes of determining
---- --
whether a quorum is present. Abstentions will be counted as votes present for
purposes of determining a "majority of the outstanding voting securities"
present at the Meeting, and will therefore have the effect of counting against
the proposal to which they relate.
SHAREHOLDER PROPOSALS. The International Trust does not hold annual shareholder
- ---------------------
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent meeting should send their written proposals to the
Secretary of the Trust c/o SEI Corporation, Legal Department, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658.
REPORTS TO SHAREHOLDERS. The International Trust will furnish, without charge,
- -----------------------
a copy of the most recent Annual Report to Shareholders of the International
Trust and the most recent Semi-Annual Report succeeding such Annual Report, if
any, on request. Requests should be directed to the International Trust at 680
East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-342-
5734.
OTHER MATTERS. The Trustees know of no other business to be brought before the
- -------------
meeting. However, if any other matters properly come before the meeting, it is
their 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.
_____________________________________
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT PROMPTLY.
-13-
<PAGE>
EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 14th day of December, 1995, by and among SEI Financial
Management Corporation, (the "Adviser") and Schroder Capital Management
International Limited (the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the Portfolio, and the Sub-Adviser is willing to render
such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Adviser. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Portfolio entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the Assets,
in accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the
direction of the Adviser, determine from time to time what Assets will be
purchased, retained or sold by the Portfolio, and what portion of the
Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986, and all other applicable federal and state
laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by
the Portfolio and will place orders with or through such persons, brokers
or dealers to carry out the policy with respect to brokerage set forth in
the Portfolio's Registration Statement (as defined herein) and Prospectus
or as the Board of Trustees or the Adviser may direct from time to time, in
conformity with federal securities laws. In executing Portfolio
transactions and selecting brokers or dealers, the Sub-Adviser will use its
best efforts to seek on behalf of the Portfolio the best overall terms
available. In assessing the best overall terms available for any
transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In evaluating the
best overall terms available, and in selecting the broker-dealer to execute
a particular transaction the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may
exercise investment discretion. The Sub-Adviser is authorized, subject to
the prior approval of the Trust's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in
<PAGE>
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer - - viewed in terms of that particular transaction or terms of the
overall responsibilities of the Sub-Adviser to the Portfolio. In addition,
the Sub-Adviser if authorized to allocate purchase and sale orders for
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser, Sub-Adviser or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if the
Sub-Adviser believes that the quality of the transaction and the commission
are comparable to what they would be with other qualified firms. In no
instance, however, will the Portfolio's Assets be purchased from or sold to
the Adviser, Sub-Adviser, the Trust's principal underwriter, or any
affiliated person of either the Trust, Adviser, the Sub-Adviser or the
principal underwriter, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission and the 1940
Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act
and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and shall
timely furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other books
and records of the Portfolio required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall also furnish to the Adviser any other information
relating to the Assets that is required to be filed by the Adviser or the
Trust with the Securities and Exchange Commission ("SEC") or sent to
shareholders under the 1940 Act (including the rules adopted thereunder) or
any exemptive or other relief that the Adviser or the Trust obtains from
the SEC. The Sub-Adviser agrees that all records that it maintains on
behalf of the Portfolio are property of the Portfolio and the Sub-Adviser
will surrender promptly to the Portfolio any of such records upon the
Portfolio's request; provided, however, that the Sub-Adviser may retain a
copy of such records. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records to any
successor Sub-Adviser upon the termination of this Agreement (or, if there
is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's Assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. Duties of the Adviser. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be
<PAGE>
construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder, in connection with its management of the
Assets.
3. Delivery of Documents. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. Compensation to the Sub-Adviser. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of the Assets under
the Sub-Advisers management and will be paid to the Sub-Adviser monthly.
Except as may otherwise be prohibited by law or regulation (including any
SEC staff current interpretation thereon), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
5. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. Reports. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and its clients. The Adviser
agrees to use its reasonable best efforts to ensure that materials prepared
by its employees or agents or its affiliates that refer to the Sub-Adviser
or its clients in any way are consistent with those materials previously
approved by the Sub-Adviser as referenced in the first sentence of this
paragraph. Sales literature may be furnished to the Sub-Adviser by first
class or overnight mail, facsimile transmission equipment or hand delivery.
7. Indemnification. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with the performance by the Sub-Adviser of
its duties under this Agreement; provided, however, that the Sub-Adviser
shall not be required to indemnify or otherwise hold the Adviser harmless
under this Section 7 where the claim against, or the loss, liability or
damage experienced by the Adviser, is caused by or is otherwise directly
related to the Adviser's own willful misfeasance, bad faith or negligence,
or to the reckless disregard of its duties under this
3
<PAGE>
Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related expenses) howsoever arising
from or in connection with the performance by the Adviser of its duties
under this Agreement; provided, however, that the Adviser shall not be
required to indemnify or otherwise hold the Sub-Adviser harmless under this
Section 7 where the claim against, or the loss, liability or damage
experienced by the Sub-Adviser, is caused by or is otherwise directly
related to the Sub-Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
8. Duration and Termination. This Agreement shall become effective upon
execution by the parties and shall continue in effect for a period of more
than two years from the date hereof only so long as continuance is
specifically approved at least annually in conformance with the 1940 Act;
provided, however, that this Agreement may be terminated with respect to
the Portfolio (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the vote
of a majority of the outstanding voting securities of the Portfolio, (b) by
the Adviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or
(c) by the Sub-Adviser at any time, without the payment of any penalty, on
90 days' written notice to the Adviser. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. Governing Law. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. Severability. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
11. Notice: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Schroder Capital Management International
Limited
33 Gutter Lane
London EC2V 8AS England
Attention: Chief Executive
12. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
4
<PAGE>
13. Miscellaneous. In addition to being registered as an investment adviser
under said U.S. Investment Advisers Act of 1940, the Sub-Adviser is
registered with the United Kingdom Investment Management Regulatory
Organization ("IMRO"). The Sub-Adviser confirms that the Trust is a Non-
private Customer as defined by IMRO. The Trust confirms that it has taken
legal advice on this Agreement, independent of the Sub-Adviser.
The presence of exculpatory language in this Agreement shall not be deemed
by the Trust, the Adviser, the Sub-Adviser or any other party appointed in
connection with this Agreement as in any way limiting causes of action and
remedies which may, notwithstanding such language, be available to the
Trust, either under common law or statutory law principles applicable to
fiduciary relationships under the federal securities laws.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Portfolio or the Trust.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
<TABLE>
<CAPTION>
SEI Financial Management Corporation Schroder Capital Management International Limited
<S> <C>
By: By:
_____________________________ ____________________________________
Name:____________________________ Name:____________________________________
Title:___________________________ Title:____________________________________
</TABLE>
5
<PAGE>
SEI INTERNATIONAL TRUST -- INTERNATIONAL EQUITY PORTFOLIO
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Schroder Capital Management International Limited
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
During the period from the effective date of this Agreement until the date
on which the shareholders of the Portfolio approve (1) the proposed
increase in the contractual investment advisory fee paid to the Adviser and
(2) this Agreement (the "Shareholder Approval Date"), the Adviser shall pay
the Sub-Adviser:
.325% on the first $300 million
.20% thereafter
After the Shareholder Approval Date, the Adviser shall pay the Sub-Adviser:
.50% on the first $100 million
.30% on the next $50 million
.20% thereafter
6
<PAGE>
EXHIBIT B
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 15th day of March, 1996, by and among SEI Financial
Management Corporation, (the "Adviser") and Morgan Grenfell Investment Services
Limited (the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the Portfolio, and the Sub-Adviser is willing to render
such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Adviser. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Portfolio entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the Assets,
in accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction of
the Adviser, determine from time to time what Assets will be purchased,
retained or sold by the Portfolio, and what portion of the Assets will be
invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the
Sub-Adviser shall act in conformity with the Trust's Declaration of Trust
(as defined herein) and the Prospectus and with the instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986, and all other applicable federal and state
laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Portfolio and will place orders with or through such persons, brokers or
dealers to carry out the policy with respect to brokerage set forth in the
Portfolio's Registration Statement (as defined herein) and Prospectus or as
the Board of Trustees or the Adviser may direct from time to time, in
conformity with federal securities laws. In executing Portfolio
transactions and selecting brokers or dealers, the Sub-Adviser will use its
best efforts to seek on behalf of the Portfolio the best overall terms
available. In assessing the best overall terms available for any
transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In evaluating the
best overall terms available, and in selecting the broker-dealer to execute
a particular transaction the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may
exercise investment discretion. The Sub-Adviser is authorized, subject to
the prior approval of the Trust's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in
<PAGE>
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer - -viewed in terms of that particular transaction or terms of the
overall responsibilities of the Sub-Adviser to the Portfolio. In addition,
the Sub-Adviser if authorized to allocate purchase and sale orders for
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser, Sub-Adviser or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if the
Sub-Adviser believes that the quality of the transaction and the commission
are comparable to what they would be with other qualified firms. In no
instance, however, will the Portfolio's Assets be purchased from or sold to
the Adviser, Sub-Adviser, the Trust's principal underwriter, or any
affiliated person of either the Trust, Adviser, the Sub-Adviser or the
principal underwriter, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission and the 1940
Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act
and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and shall
timely furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other books
and records of the Portfolio required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall also furnish to the Adviser any other information
relating to the Assets that is required to be filled by the Adviser or the
Trust with the Securities and Exchange Commission ("SEC") or sent to
shareholders under the 1940 Act (including the rules adopted thereunder) or
any exemptive or other relief that the Adviser or the Trust obtains from
the SEC. The Sub-Adviser agrees that all records that it maintains on
behalf of the Portfolio are property of the Portfolio and the Sub-Adviser
will surrender promptly to the Portfolio any of such records upon the
Portfolio's request; provided, however, that the Sub-Adviser may retain a
copy of such records. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records to any
successor Sub-Adviser upon the termination of this Agreement (or, if there
is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each business
day with information relating to all transactions concerning the
Portfolio's Assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be free
to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
<PAGE>
2. Duties of the Adviser. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder, in connection with its management of the
Assets.
3. Delivery of Documents. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary
of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. Compensation to the Sub-Adviser. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of the Assets under
the Sub-Adviser's management and will be paid to the Sub-Adviser monthly.
Except as may otherwise be prohibited by law or regulation (including any
SEC staff current interpretation thereon), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
5. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from wilful misfeasance, bad faith or
negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. Reports. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and its clients. The Adviser
agrees to use its reasonable best efforts to ensure that materials prepared
by its employees or agents or its affiliates that refer to the Sub-Adviser
or its clients in any way are consistent with those materials previously
approved by the Sub-Adviser as referenced in the first sentence of this
paragraph. Sales literature may be furnished to the Sub-Adviser by first
class or overnight mail, facsimile transmission equipment or hand delivery.
7. Indemnification. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-
Adviser shall not be required to
<PAGE>
indemnify or otherwise hold the Adviser harmless under this Section 7 where
the claim against, or the loss, liability or damage experienced by the
Adviser, is caused by or is otherwise directly related to the Adviser's own
willful misfeasance, bad faith or negligence, or to the reckless disregard
of its duties under this Agreement.
8. Duration and Termination. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-
Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Adviser. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. Governing Law. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. Severability. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
11. Notice: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Morgan Grenfell Investment Services Limited
20 Finsbury Circus
London EC2M INB England
Attention: President
12. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
<PAGE>
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Portfolio or the Trust.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
<TABLE>
<CAPTION>
SEI Financial Management Corporation Morgan Grenfell Investment Services Limited
<S> <C>
By: By:
_____________________________ ____________________________________
Name:______________________________ Name:____________________________________
Title:_____________________________ Title:____________________________________
</TABLE>
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Morgan Grenfell Investment Services Limited
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
International Equity Portfolio .325%
<PAGE>
EXHIBIT C
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 15th day of March, 1996, by and among SEI Financial
Management Corporation, (the "Adviser") and Acadian Asset Mangement, Inc. (the
"Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Portfolio (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the Portfolio, and the Sub-Adviser is willing to render
such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Adviser. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the Portfolio, including
the purchase, retention and disposition of securities and other assets, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986, and all other applicable federal and state
laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the securities to be purchased or sold
by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set
forth in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In executing
Portfolio transactions and selecting brokers or dealers, the Sub-Adviser
will use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available for
any transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In evaluating the
best overall terms available, and in selecting the broker-dealer to execute
a particular transaction the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may
exercise investment discretion. The Sub-Adviser is authorized, subject to
the prior approval of the Trust's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Portfolios which
<PAGE>
is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if, but only if, the Sub-
Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by
such broker or dealer - - viewed in terms of that particular transaction or
terms of the overall responsibilities of the Sub-Adviser to the Portfolio.
In addition, the Sub-Adviser if authorized to allocate purchase and sale
orders for portfolio securities to brokers or dealers (including brokers
and dealers that are affiliated with the Sub-Adviser or the Trust's
principal underwriter) to take into account the sale of shares of the Trust
if the Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified firms.
In no instance, however, will any Portfolio's securities be purchased from
or sold to the Sub-Adviser, the Trust's principal underwriter, or any
affiliated person of either the Trust, the Sub-Adviser or the principal
underwriter, acting as principal in the transaction, except to the extent
permitted by the Securities and Exchange Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser of this Agreement and shall timely furnish to
the Adviser all information relating to the Sub-Adviser's services under
this Agreement needed by the Adviser to keep the other books and records of
the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser
shall also furnish to the Adviser any other information that is required to
be filled by the Adviser or the Trust with the Securities and Exchange
Commission ("SEC") or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any
of such records upon the Portfolio's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor Sub-Adviser upon the termination of
this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning the
Portfolio's assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill its
commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. Duties of the Adviser. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement; provided, however, that nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder.
3. Delivery of Documents. The Adviser has furnished the Sub-Adviser with
copies properly certified or
<PAGE>
authenticated of each of the following documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Prospectus(es) of the Portfolio.
4. Compensation to the Sub-Adviser. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-
Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s) which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of investments under
management and will be paid to the Sub-Adviser monthly. The Sub-Adviser
may, in its discretion and from time to time, waive a portion of its fee.
5. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
6. Reports. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and its clients. The Adviser
agrees to use its reasonable best efforts to ensure that materials prepared
by its employees or agents or its affiliates that refer to the Sub-Adviser
or its clients in any way are consistent with those materials previously
approved by the Sub-Adviser as referenced in the first sentence of this
paragraph. Sales literature may be furnished to the Sub-Adviser by first
class or overnight mail, facsimile transmission equipment or hand delivery.
7. Indemnification. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-
Adviser shall not be required to indemnify or otherwise hold the Adviser
harmless under this Section 7 where the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.
8. Duration and Termination. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective
<PAGE>
upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so
selected and approved shall be without the protection accorded by
shareholder approval of an investment adviser's receipt of compensation
under Section 36(b) of the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of such Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party, or (c) by the Sub-
Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the other party. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.
9. Governing Law. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
10. Severability. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
11. Notice: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Acadian Asset Mangement, Inc.
260 Franklin Street
Boston, MA 02110
Attention: President
12. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
<PAGE>
<TABLE>
<CAPTION>
SEI Financial Management Corporation Acadian Asset Mangement, Inc.
<S> <C>
By: By:
Title: Title:
</TABLE>
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Acadian Asset Mangement, Inc.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
International Equity .325% on first $150 million
.25% on next $100 million
.20% over $300 million
<PAGE>
EXHIBIT D
INVESTMENT ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 16th day of December, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and SEI
Financial Management Corporation, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several portfolios of shares, each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Core International Equity and Emerging
Markets Equity Portfolios and such other portfolios as the Trust and the Adviser
may agree upon (the "Portfolios"), and the Adviser is willing to render such
services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of the Adviser. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the approval
of the Trust's Board of Trustees and, except as otherwise permitted under
the terms of any exemptive relief obtained by the Adviser from the
Securities and Exchange Commission, or by rule or regulation, a majority of
the outstanding voting securities of any affected Portfolio(s)) and
thereafter supervise the investment activities of one or more sub-advisers
deemed necessary to carry out the investment program of any Portfolios of
the Trust, and to continuously review, supervise and (where appropriate)
administer the investment program of the Portfolios, to determine in its
discretion (where appropriate) the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The retention of a sub-adviser by the Adviser shall not
relieve the Adviser of its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board of Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Portfolio set
forth in the Trust's prospectus and statement of additional information, as
amended from time to time (referred to collectively as the "Prospectus"),
and applicable laws and regulations. The Trust will furnish the Adviser
from time to time with copies of all amendments or supplements to the
Prospectus, if any.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it to
perform the services on the terms and for the compensation provided herein.
The Adviser will not, however, pay for the cost of securities, commodities,
and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for the Trust.
2. Delivery of Documents. The Trust has furnished Adviser with copies
properly certified or authenticated of each of the following:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as presently in effect and as it shall from time to
time be amended, is herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
<PAGE>
(c) Prospectus(es) of the Portfolio(s).
3. Other Covenants. The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with other applicable law;
(b) will place orders pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any broker or dealer.
In executing Portfolio transactions and selecting brokers or dealers, the
Adviser will use its best efforts to seek on behalf of the Portfolio the
best overall terms available. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors that
it deems relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker-dealer to
execute a particular transaction the Adviser may also consider the
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Portfolio
and/or other accounts over which the Adviser or an affiliate of the Adviser
may exercise investment discretion. The Adviser is authorized, subject to
the prior approval of the Trust's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Portfolios which is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Adviser
determines in good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer - - viewed in terms of that particular transaction or terms of the
overall responsibilities of the Adviser to the Portfolio. In addition, the
Adviser is authorized to allocate purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser or the Trust's principal underwriter) to take
into account the sale of shares of the Trust if the Adviser believes that
the quality of the transaction and the commission are comparable to what
they would be with other qualified firms. In no instance, however, will
any Portfolio's securities be purchased from or sold to the Adviser, any
sub-adviser engaged with respect to that Portfolio, the Trust's principal
underwriter, or any affiliated person of either the Trust, the Adviser, and
sub-adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.
4. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall
pay to the Adviser compensation at the rate(s) specified in the Schedule(s)
which are attached hereto and made a part of this Agreement. Such
compensation shall be paid to the Adviser at the end of each month, and
calculated by applying a daily rate, based on the annual percentage rates
as specified in the attached Schedule(s), to the assets of the Portfolio.
The fee shall be based on the average daily net assets for the month
involved. The Adviser may, in its discretion and from time to time, waive
a portion of its fee.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
5. Excess Expenses. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which Shares are qualified for
and sale, the Adviser shall bear such excess cost.
2
<PAGE>
However, the Adviser will not bear expenses of the Trust or any Portfolio
which would result in the Trust's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code. Payment
of expenses by the Adviser pursuant to this Section 5 shall be settled on a
monthly basis (subject to fiscal year end reconciliation) by a waiver of
the Adviser's fees provided for hereunder, and such waiver shall be treated
as a reduction in the purchase price of the Adviser's services.
6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if
applicable, the same such documents and information pertaining to any sub-
adviser as the Trust may reasonably request.
7. Status of the Adviser. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust. To the extent that the purchase or sale of securities
or other investments of any issuer may be deemed by the Adviser to be
suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the
Adviser to be equitable to each account. It is recognized that in some
cases this may adversely affect the price paid or received by the Trust or
the size or position obtainable for or disposed by the Trust or any
Portfolio.
8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the 1940 Act which are prepared or maintained by the Adviser (or any sub-
adviser) on behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request. The Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
records required to be maintained under Rule 31a-1 under the 1940 Act.
9. Limitation of Liability of the Adviser. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby. (As used in this Section 9,
the term "Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
10. Permissible Interests. Trustees, agents, and shareholders of the Trust are
or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, officers, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Trust as
a shareholder or otherwise subject to the provisions of applicable law.
All such interests shall be fully disclosed between the parties on an
ongoing basis and in the Trust's Prospectus as required by law. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser or any sub-adviser if approved by the Board of
Trustees, subject to the rules and regulations of the Securities and
Exchange Commission.
11. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a) by
the vote of a majority of those
3
<PAGE>
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees of the Trust or
by vote of a majority of the outstanding voting securities of each
Portfolio; provided, however, that if the shareholders of any Portfolio
fail to approve the Agreement as provided herein, the Adviser may continue
to serve hereunder in the manner and to the extent permitted by the 1940
Act and rules and regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time, without
the payment of any penalty by vote of a majority of the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Portfolio on not less than 30 days nor more than 60 days written notice to
the Adviser, or by the Adviser at any time without the payment of any
penalty, on 90 days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment.
As used in this Section 11, the terms "assignment", "interested persons",
and a "vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
12. Governing Law. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.
13. Notice: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other party:
To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department
To the Trust at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department
14. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
No Portfolio of the Trust shall be liable for the obligations of any other
Portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of a particular Portfolio for payment of
4
<PAGE>
fees for services rendered to that Portfolio.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
<TABLE>
<CAPTION>
SEI International Trust SEI Financial Management Corporation
<S> <C>
By: By:
- --------------------------------------------------------------------------------
Attest: Attest:
- --------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
Amended Schedule dated March 15, 1996
to the
Investment Advisory Agreement
dated December 16, 1994 between
SEI International Trust
and
SEI Financial Management Corporation
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:
<TABLE>
<S> <C>
Emerging Markets Equity Portfolio 1.05%
International Equity Portfolio (formerly, Core .505%
International Equity Portfolio)
Pacific Basin Equity .55%
European Equity .475%
</TABLE>
6
<PAGE>
SEI INTERNATIONAL TRUST-INTERNATIONAL EQUITY PORTFOLIO
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 15, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE SEI INTERNATIONAL TRUST
The undersigned Shareholder(s) of the International Equity Portfolio (the
"Portfolio") of SEI International Trust (the "International Trust") 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 Fund to be held on March 15, 1996, and any
adjournments thereof, to vote all of the shares of the International Trust 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
checked below upon the following matters:
1. Proposal to approve or disapprove the selection of Schroder Capital
Management International Limited ("Schroder") as Investment Sub-Adviser
for the Portfolio, and to approve or disapprove the Investment Sub-
Advisory Agreement between SEI Financial Management Corporation ("SFM" or
"Adviser") and Schroder relating to the Portfolio;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to approve or disapprove the selection of Morgan Grenfell
Investment Services Limited ("Morgan Grenfell") as Investment Sub-Adviser
for the Portfolio, and to approve or disapprove the Investment Sub-
Advisory Agreement between SFM and Morgan Grenfell relating to the
Portfolio;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve or disapprove an Amended Investment Sub-Advisory
Agreement between SFM and Acadian Asset Management, Inc. ("Acadian")
which would increase the sub-advisory fee paid to Acadian by SFM.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to approve or disapprove an Amended Investment Advisory
Agreement between the Portfolio and SFM which would increase the advisory
fee paid to SFM;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To transact such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: _____________1996
_______________________________
Signature
_____________________________
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES FOR THE PROPOSALS.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
