<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SEI INTERNATIONAL TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
same
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $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:
N/A
__________________________________________________________________
2) Aggregate number of securities to which transaction applies:
N/A
__________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
N/A
__________________________________________________________________
4) Proposed maximum aggregate value of transaction:
N/A
__________________________________________________________________
[ ] 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:
__________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
3) Filing Party:
__________________________________________________________________
4) Date Filed:
__________________________________________________________________
<PAGE> 2
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INTERNATIONAL TRUST
IMPORTANT SHAREHOLDER INFORMATION
The document you hold in your hands contains your proxy statement and proxy
card(s). 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 Trust.
If you simply sign the proxy card 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 each proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that a Trust 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 Trust money.
Please take a few moments to exercise your right to vote. Thank you.
<PAGE> 3
Dear Shareholder,
It is with the deepest regret that we notify you of the recent death of
Richard F. Blanchard, a member of the SEI Mutual Fund Board of Trustees since
1981. As a result of Mr. Blanchard's sudden death, we have scheduled a
shareholder meeting and seek your approval of the nomination of George J.
Sullivan, Jr., as well as the existing Trustees, to serve as the SEI Mutual Fund
Board of Trustees. The attached proxy statement solicits your vote as a
Shareholder in one or more portfolios of the following six mutual fund complexes
(collectively, the "Trusts") on this important proposal.
<TABLE>
<S> <C>
SEI Liquid Asset Trust SEI Tax Exempt Trust
SEI Daily Income Trust SEI Index Funds
SEI Institutional Managed Trust SEI International Trust
</TABLE>
A Special Meeting of the Shareholders of the Trusts has been scheduled for
Friday, July 5, 1996. Even if you are not currently a Shareholder, if you were a
Shareholder of record as of the close of business on June 6, 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 filling out and signing the enclosed proxy
card(s). Whether or not you plan to attend the meeting, we need your vote.
Please mark, sign, and date each enclosed proxy card and return it promptly in
the enclosed postage-paid envelope so that the maximum number of shares may be
voted.
The attached proxy statement is designed to give you further information
relating to Mr. Sullivan and the other nominees, as well as the proposal on
which you are asked to vote. We encourage you to support the Trustees'
recommendations. The proposal described in the proxy statement relates to the
following matter.
1. TO CONSIDER AND ACT UPON A PROPOSAL TO ELECT A BOARD OF TRUSTEES.
Your vote is important to us. Please do not hesitate to call 1-800-DIAL-SEI
if you have any questions about the Proposal under consideration. Thank you for
taking the time to consider this important proposal and for your investment in
the SEI Funds.
Sincerely,
LOGO
David G. Lee
President and Chief Executive Officer
SEI Funds
<PAGE> 4
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INTERNATIONAL TRUST
2 OLIVER STREET
BOSTON, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JULY 5, 1996
Notice is hereby given that a concurrent Special Meeting of Shareholders of
each of SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust,
SEI Index Funds, SEI Institutional Managed Trust, and SEI International Trust
(each a "Trust" and, together, the "Trusts") will be held at 680 East Swedesford
Road, Wayne, Pennsylvania 19087-1658 on July 5, 1996, at 3:30 p.m. Eastern time
(the "Meeting").
At the Meeting, shareholders of each Trust (the "Shareholders") will be
asked to consider and act on the proposed election of a new Board of Trustees
for each Trust. Each enclosed proxy card ("Proxy") permits Shareholders of each
Trust to vote for (or withhold authority to vote for) all of the nominees for
the Board of Trustees of their Trust by checking a single box, or to vote for
(or withhold authority for) individual nominees.
In accordance with their own discretion, the proxies are authorized to vote
on such other business as may properly come before the Meeting.
All Shareholders of each Trust are cordially invited to attend the Meeting.
However, if you are unable to be present at the Meeting, it is requested that
you mark, sign and date each enclosed proxy card and return it promptly in the
enclosed, postage-paid envelope so that the Meeting may be held and a maximum
number of shares may be voted.
Only Shareholders of record at the close of business on June 6, 1996, are
entitled to notice of, and to vote at, the Meeting or any adjournments thereof.
June 24, 1996
BY ORDER OF THE BOARD OF TRUSTEES OF
EACH TRUST
RICHARD W. GRANT, SECRETARY
<PAGE> 5
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INTERNATIONAL TRUST
2 OLIVER STREET
BOSTON, MA 02109
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Boards of Trustees of SEI Liquid Asset Trust ("SLAT"), SEI Daily
Income Trust ("SDIT"), SEI Tax Exempt Trust ("STET"), SEI Index Funds ("SIF"),
SEI Institutional Managed Trust ("SIMT"), and SEI International Trust ("SIT")
(each a "Trust" and, together, the "Trusts") for use at the concurrent Special
Meeting of Shareholders to be held on July 5, 1996, at 3:30 p.m. Eastern time,
at 680 East Swedesford Road, Wayne, Pennsylvania, 19087-1658, and at any
adjourned session thereof (such meeting and any adjournments thereof are
hereinafter referred to as the "Meeting").
Shareholders of each Trust of record at the close of business on June 6,
1996 ("Record Date"), are the only Shareholders entitled to vote at the Meeting
(the "Shareholders"). The table below sets forth the number of shares issued and
outstanding as of June 6, 1996:
<TABLE>
<CAPTION>
TRUST SHARES OUTSTANDING
--------------------------------------------- ----------------------
<S> <C>
SEI Liquid Asset Trust 1,806,842,253.560
SEI Daily Income Trust 4,848,164,882.236
SEI Tax Exempt Trust 1,715,194,110.287
SEI Index Funds 36,860,400.697
SEI Institutional Managed Trust 218,416,697.818
SEI International Trust 70,268,648.775
</TABLE>
Each share is entitled to one vote and each fractional share is entitled to
a proportionate fractional vote on each matter to be acted upon at the Meeting
by Shareholders of a Trust. Shareholders of each Trust will vote together with
other shareholders of that Trust.
In addition to the solicitation of proxies by mail, officers and employees
of SEI Financial Management Services ("SFM"), 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658, or third parties hired for such purpose, may solicit
proxies in person or by telephone. Employees of SFM will not be paid for their
solicitation activities. Persons holding shares as nominees will, upon request,
be reimbursed for their reasonable expenses incurred in sending soliciting
materials to their principals. The cost of solicitation will be borne by each of
the Trusts. This Proxy Statement is being mailed to Shareholders on or about
June 24, 1996.
1
<PAGE> 6
Shares represented by duly executed Proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time by a Shareholder
before they are exercised by a written revocation received by the President of
the 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.
THOSE SHAREHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES FOR
THE BOARD OF TRUSTEES MAY CHECK A SINGLE BOX ON EACH PROXY CARD. SHAREHOLDERS
ALSO MAY VOTE FOR OR AGAINST THE NOMINEES INDIVIDUALLY.
SHAREHOLDERS ARE REMINDED TO COMPLETE, SIGN AND RETURN A PROXY CARD FOR
EACH PORTFOLIO OF EACH TRUST IN WHICH THEY HOLD SHARES.
PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES
At a meeting of the Board of Trustees of each Trust held on June 3, 1996,
the Trustees called a Special Meeting of Shareholders in order to elect a new
Board of Trustees. The current Trustees, Robert A. Nesher, William M. Doran,
Frank E. Morris, and F. Wendell Gooch, after due consideration, unanimously
approved each nominee to serve as a member of the Board of Trustees. In
considering the nominees for election as Trustees of the Trusts, the Trustees
took into account the qualifications of each of the nominees and the concern for
the continued efficient conduct of the Trusts' business. In this latter regard,
the Trustees took into account the recent death of one of the Trustees, which
reduced the Boards' flexibility in appointing new or replacement members in
light of the restrictions of the Investment Company Act of 1940 (the "Investment
Company Act").
In accordance with Rule 12b-1 adopted under the Investment Company Act, the
selection and nomination of each proposed Trustee who will be an Independent
Trustee was carried out by Messrs. Gooch and Morris, who are currently
Independent Trustees. The current Trustees will continue to serve as Trustees
until the Shareholders approve the new members of the Board. Messrs. Nesher and
Doran are and will continue to be "interested persons" of each Trust, as defined
by Section 2(a)(19) of the Investment Company Act. Upon their election and
qualification, the six nominees listed below will constitute the Board of
Trustees of each Trust. Mr. Storey has been a Trustee of SIT, and an Honorary
Trustee of SIMT, SIF, SDIT, SLAT and STET since December, 1993.
Because the Trusts do not hold regular annual shareholder meetings, each
nominee, if elected, will hold office until his successor is elected and
qualified. Under Massachusetts law, a trust registered under the Investment
Company Act is not required to hold an annual meeting. The Trusts have availed
themselves of this provision and will achieve cost savings by eliminating
printing costs, mailing charges and other expenses involved in routine annual
meetings.
Even with the elimination of routine annual meetings, the Board of Trustees
of the Trusts may call special meetings of shareholders for action by
shareholder vote as may be required by the Investment Company Act or required or
permitted by the Declarations of Trust and By-Laws of the Trusts. In compliance
with the Investment Company Act, shareholder meetings will be held to elect
Trustees
2
<PAGE> 7
whenever fewer than a majority of the Trustees holding office have been elected
by the shareholders or, if necessary in the case of filling vacancies, to assure
that at least two-thirds of the Trustees holding office after vacancies are
filled have been elected by the shareholders. The Trusts may hold shareholder
meetings to approve changes in investment policy, a new investment advisory
agreement or other matters requiring shareholder action under the Investment
Company Act. Each of the nominees is currently a Trustee of each Trust, except
for Mr. Storey, who is a Trustee of SIT only and Mr. Sullivan who has not
previously served as a Trustee of any of the Trusts.
THE NOMINEES
The following information is provided for each of the six nominees. It
includes the nominee's name, amount of shares of each Trust beneficially owned,
principal occupation(s) or employment during the past five years, and
directorships with other companies which file reports periodically with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION;
NAME DOB SHARES OWNED*** DIRECTORSHIPS
- ------------------------ --------- --------------------- ---------------------------------
<S> <C> <C> <C>
Robert A. Nesher* 8/17/46 SEI Institutional Chairman of the Board of Trustees
Managed Trust: -Executive Vice President of SEI,
Capital 1986-1994. Director and Executive
Appreciation Vice President of SFM and
499.45 Executive Vice President of SEI
Core Fixed Income Financial Services Company
5,787.22 ("SFS"), the Trusts' distributor,
Equity Income 1981-1994.
3,595.87
Large Cap Value
4,044.22
Large Cap Growth
3,844.61
Small Cap Growth
295.53
Frank E. Morris** 12/30/23 None Peter Drucker Professor of
Management, Boston College since
1989.
F. Wendell Gooch** 12/3/32 None President, Orange County
Publishing Co., Inc. since
October, 1981; Publisher, Paoli
News, Paoli Republican and Editor
of Paoli Republic since 1981;
President, H&W Distribution, Inc.
since 1984.
James M. Storey 4/12/31 None Partner, Dechert Price & Rhoads,
from September 1987 - December
1993; Honorary Trustee, SLAT,
SDIT, STET, SIF and SIMT since
December, 1993.
</TABLE>
3
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION;
NAME DOB SHARES OWNED*** DIRECTORSHIPS
- ------------------------ --------- --------------------- ---------------------------------
<S> <C> <C> <C>
William M. Doran* 5/26/40 None Partner, Morgan, Lewis & Bockius
LLP, counsel to the Trusts, since
October 1976; Director and
Secretary, SEI Corporation,
parent of the Trusts' Manager,
Administrator and Distributor,
since 1974 and 1978,
respectively.
George J. Sullivan, Jr. 11/13/42 None General Partner, Teton Partners,
L.P., since 1991; Chief Financial
Officer, Noble Partners, L.P.,
since 1991; Treasurer and Clerk,
Peak Asset Management, Inc.,
since 1991; Trustee, Navigator
Securities Lending Trust, since
1995.
</TABLE>
- ---------------
* Messrs. Nesher and Doran are "interested persons" as defined by Section
2(a)(19) of the Investment Company Act of each Trust. No other nominee is an
"interested person" of the Trusts.
** Member of Audit Committee of the current Board.
*** Shares of the Trust beneficially owned directly or indirectly at June 10,
1996.
As of February 29, 1996, Mr. Nesher owned .26%, and Mr. Doran beneficially
owned or had the right to acquire 4.2% of the outstanding shares of SEI
Corporation, the corporate parent of the Trusts' Manager, Administrator and
Distributor. Of Mr. Doran's 4.2% interest, 85.2% is held in a trust for which
Mr. Doran is a co-trustee and as to which he shares voting and investment power.
Mr. Doran disclaims beneficial ownership of these shares. Other than Messrs.
Nesher and Doran, during the past five years no nominee has had any material
interest, direct or indirect, in any "affiliated person" of any Trust, including
SFM and SEI Financial Services Company ("SFS"), the Trusts' distributor, nor has
any nominee purchased or sold shares of any investment adviser to any of the
Trusts.
The number of Board of Trustees' meetings for each Trust during the periods
indicated is set forth below:
<TABLE>
<CAPTION>
MOST RECENT REGULAR BOARD MEETINGS AUDIT COMMITTEE MEETINGS
TRUST FISCAL YEAR END DURING LAST FISCAL YEAR DURING LAST FISCAL YEAR
- ---------------- ------------------- ------------------------ -------------------------
<S> <C> <C> <C>
SLAT June 30, 1995 4 2
SDIT January 31, 1996 4 2
STET August 31, 1995 4 2
SIF March 31, 1996 4 2
SIMT September 30, 1995 4 2
SIT February 28, 1996 4 2
</TABLE>
All Trustees attended each regular Board of Trustees meeting, except for
Mr. Doran, who was absent from the September, 1995, December, 1995 and the
March, 1996 meetings. All members of the current Audit Committee attended each
such Audit Committee meeting. The function of the Audit Committee is to advise
the Board of Trustees with regard to the appointment of the Trusts' independent
accountants, review and approve audit and non-audit services of each Trust's
independent accountants, and meet with the Trusts' financial officers to review
the conduct of accounting and internal controls. The Boards do not have standing
nominating or compensation committees.
4
<PAGE> 9
The following represents the compensation paid to each Trustee during the
most recently completed fiscal year of each Trust:
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
FROM FUND COMPLEX
PAID TO TRUSTEES
DURING THE MOST
RECENT FISCAL
PENSION OR RETIREMENT YEAR END OF THE
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL TRUSTS FOR
NAME OF PERSON, COMPENSATION AS PART OF FUND BENEFITS UPON RETIREMENT SERVICES
POSITION TRUST FROM EACH TRUST COMPLEX EXPENSES FROM FUND COMPLEX ON 7 BOARDS
- --------------------- ----- --------------- --------------------- ------------------------ -----------------
<S> <C> <C> <C> <C> <C>
William M. Doran* SLAT $ 0 $0 $0 $ 0
Trustee SDIT 0
STET 0
SIF 0
SIMT 0
SIT 0
F. Wendell Gooch SLAT $ 7,930 $0 $0 $81,171
Trustee SDIT 16,070
STET 15,192
SIF 4,326
SIMT 23,132
SIT 14,521
Frank E. Morris SLAT $ 7,930 $0 $0 $81,171
Trustee SDIT 16,070
STET 15,192
SIF 4,326
SIMT 23,132
SIT 14,521
Robert A. Nesher* SLAT $ 0 $0 $0 $ 0
Chairman SDIT 0
STET 0
SIF 0
SIMT 0
SIT 0
James Storey** SLAT $ 7,930 $0 $0 $81,171
Honorary Trustee SDIT 16,070
STET 15,192
SIF 4,326
SIMT 23,132
SIT 14,521
</TABLE>
- ---------------
* Trustees who are "interested persons" as defined in the Investment Company
Act.
** Mr. Storey received the stated amounts as compensation for service as an
Honorary Trustee on each Trust's Board (except for SIT, where such
compensation was for service on the Trust's Board) during the most recently
completed fiscal year of each Trust. Appointment of Mr. Storey as a Trustee
without prior shareholder approval was precluded, in the case of STET, SIF
and SLAT, by the Declaration of Trust of each Trust, which authorizes
Trustees to appoint a new Trustee only if thereafter at least two-thirds of
the Trustees have been elected by shareholders. The Investment Company Act
contains a similar provision, which precluded Mr. Storey's appointment to the
SIMT and SDIT Boards.
5
<PAGE> 10
EXECUTIVE OFFICERS
Information about the Trusts' principal executive officers, including their
names, ages, positions with the Trusts, length of service at such positions, and
principal occupation or employment during the past five years, is set forth
below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME DOB POSITION WITH THE TRUST POSITION SINCE EMPLOYMENT
- ------------------- -------- ----------------------- -------------- -----------------------------
<S> <C> <C> <C> <C>
David G. Lee 4/16/52 President, Chief June, 1994 Senior Vice President of SFS
Executive Officer since 1993, Vice President of
SFS, 1991-1993
Kathryn L. Stanton 11/18/58 Vice President & June, 1994 Vice President and Assistant
Assistant Secretary Secretary of SEI since 1994;
Associate, Morgan, Lewis &
Bockius LLP, 1989-1994
Sandra K. Orlow 10/18/53 Vice President & August, 1988 Vice President and Assistant
Assistant Secretary Secretary of SEI since 1988
Kevin P. Robins 4/15/61 Vice President & June, 1994 Senior Vice President and
Assistant Secretary General Counsel of SEI since
1994, Vice President &
Secretary of SEI, 1992-1994;
Associate, Morgan, Lewis &
Bockius LLP, 1988-1992
Joseph M. Lydon 9/27/59 Vice President & June, 1995 Director of Business
Assistant Secretary Administration of Fund
Resources since 1995, Vice
President of Fund Group and
Vice President of Dreman
Value Management, 1989-1995
Todd Cipperman 2/14/66 Vice President & June, 1995 Vice President and Assistant
Assistant Secretary Secretary of SEI since 1995;
Associate, Dewey Ballantine,
1994-1995; Associate, Winston
& Strawn, 1991-1994
Barbara A. Nugent 6/18/56 Vice President & June, 1996 Associate, Drinker, Biddle &
Assistant Secretary Reath (law firm), 1994-1995;
Assistant Vice
President/Administration,
Delaware Service Company,
Inc., 1981-1994
Marc H. Cahn 6/19/57 Vice President & June, 1996 Associate General Counsel,
Assistant Secretary Barclays Bank, PLC,
1995-1996; Counsel for First
Fidelity Bancorporation prior
to 1995
Jeffery A. Cohen 4/22/61 Controller, Chief December, 1995 CPA, Vice President,
Financial Officer International and Domestic
Funds Accounting, Fund
Resources, since 1991
</TABLE>
6
<PAGE> 11
As of June 6, 1996, the principal executive officers of the Trusts
beneficially owned in the aggregate less than 1% of each Trust's
then-outstanding shares.
The persons named in the accompanying Proxy intend, in the absence of
contrary instructions, to vote all Proxies in favor of the election of each
nominee. A Shareholder may vote for or against any or all of the nominees. If
you return an executed Proxy, but give no voting instructions, your shares will
be voted for all nominees named herein for Trustees. All of the nominees have
consented to being named in this Proxy Statement and to serve if elected. The
Trusts know of no reason why any nominee would be unable or unwilling to serve
if elected. Should any of the nominees become unable or unwilling to accept
nomination or election prior to the Meeting, the persons named in the Proxy will
exercise their voting power to vote for such substitute person or persons as the
current Board of Trustees of each Trust may recommend.
If a quorum is present in person or by proxy, the favorable vote of a
majority of shares represented at the Meeting is required to elect Trustees. If
any nominee is not approved by the Shareholders of a Trust, the Board will
consider alternative nominations.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES.
GENERAL INFORMATION ABOUT THE TRUSTS AND OTHER MATTERS
Investment Advisers and Administrator. SEI Financial Management
Corporation, a wholly-owned subsidiary of SEI Corporation, 680 East Swedesford
Road, Wayne, Pennsylvania 19087-1658, serves as each Trust's administrator, and
as investment adviser to SEI Institutional Managed Trust, and to certain
Portfolios of SEI International Trust and SEI Tax Exempt Trust. Wellington
Management Company, 75 State Street, Boston, Massachusetts 02109, serves as
investment adviser to SEI Liquid Asset Trust and SEI Daily Income Trust. World
Asset Management, 100 Renaissance Center, Detroit, Michigan 48243, and Mellon
Bond Associates, One Mellon Bank Center, Suite 4135, Pittsburgh, Pennsylvania
15258, serve as investment advisers to SEI Index Funds. Weiss, Peck & Greer,
LLC, One New York Plaza, New York, New York 10004, Morgan Grenfell Asset
Management, 1435 Walnut Street, Philadelphia, Pennsylvania 19102, and INTRUST
Bank, N.A., 105 North Main Street, Box One, Wichita, Kansas, 67201, serve as
investment advisers to certain Portfolios of SEI Tax Exempt Trust. Strategic
Fixed Income L.P., 1001 Nineteenth Street North, 17th Floor, Arlington,
Virginia, 22209, serves as investment adviser to the International Fixed Income
Portfolio of SEI International Trust.
Distribution of Shares. SEI Financial Services Company, a wholly-owned
subsidiary of SEI Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, serves as the distributor of each Trust's shares.
5% Shareholders. As of June 6, 1996, the following persons were the only
persons who were, to the knowledge of each Trust, beneficial owners of 5% or
more of shares of the Portfolios of the Trusts.
7
<PAGE> 12
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
SLAT, TREASURY SECURITIES First Union National Bank 51,956,582.3400 6.06%
PORTFOLIO CMG 2 -- 1151
401 South Tryon St.
Charlotte, NC 28288
First Hawaiian Bank 65,564,507.0600 7.65%
Financial Management Group (FIDAC)
P.O. Box 3200
Honolulu, HI 98647
North American Trust Company 43,549,259.9100 5.08%
225 Broadway, Suite 200
San Diego, CA 92101
REPUB & Co. 48,722,000.0000 5.68%
c/o Imperial Trust Company
201 N. Figueroa St. #610
Los Angeles, CA 90012
Bank of America NT & SA 94,826,415.4900 11.06%
P.O. Box 3577 Terminal Annex
Los Angeles, CA 90051
River Oaks Trust Company 61,142,983.0000 7.13%
Securities Movement & Control
P.O. Box 4886
Houston, TX 77210-4886
SLAT, GOVERNMENT United Jersey Bank 32,516,784.8100 19.40%
SECURITIES PORTFOLIO P.O. Box 547
Hackensack, NJ 07602
CoreStates Bank NA 23,249,609.2000 13.87%
Penn Mutual Insurance Building
Philadelphia, PA 19106
Trust Company of Texas 15,813,943.6200 9.43%
7001 Preston Road
Dallas, TX 75205
Vose & Co. 53,275,556.8500 31.78%
159 East Avenue
NY/RO/T03C
Rochester, NY 14638-0001
SLAT, PRIME OBLIGATION SEI Trust Company 73,448,859.5600 9.69%
PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
</TABLE>
8
<PAGE> 13
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
REPUB & Co. 83,514,300.0000 11.02%
c/o Imperial Trust Company
201 N. Figueroa St. #610
Los Angeles, CA 90012
Corestates Bank NA 66,792,974.0600 8.82%
Attn: Jim Quinlan
Penn Mutual Insurance Building
Philadelphia, PA 19106
Smith & Co. 141,857,078.2200 18.72%
c/o First Security Bank of Utah NA
P.O. Box 25297
Salt Lake City, UT 84125
BHC Securities Inc. 88,451,180.5700 11.68%
2005 Market Street
One Commerce Square 11th floor
Philadelphia, PA 19103
SEI INDEX, S&P 500 INDEX Transco & Company 1,876,382.9110 6.10%
PORTFOLIO c/o Intrust Bank, N.A.
P.O. Box 48698
Wichita, KS 67201
SEI Trust Company 1,607,129.4870 5.22%
680 E. Swedesford Road
Wayne, PA 19087
NABANK & Co. 3,275,282.9050 10.64%
c/o Bank of Oklahoma, N.A.
P.O. Box 2300
Tulsa, OK 74192
West One Bank Idaho NA 1,994,602.5770 6.48%
Trust Dept. Securities Clearance
P.O. Box 7928
Boise, ID 83707
Lane & Company 1,695,958.9650 5.51%
P.O. Box 109
San Diego, CA 92112
SEI INDEX, BOND INDEX Transco & Company 1,361,326.4620 27.15%
PORTFOLIO c/o Intrust Bank, N.A.
P.O. Box 48698
Wichita, KS 67201
SEI Trust Company 1,135,710.7860 22.65%
680 E. Swedesford Road
Wayne, PA 19087
</TABLE>
9
<PAGE> 14
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
Calhoun & Co. 256,576.5010 5.12%
c/o Comerica Bank
P.O. Box 1319, 7th floor
Detroit, MI 48231
New Haven Savings Bank 339,361.0690 6.77%
195 Church Street
New Haven, CT 06510
SIT, INTERNATIONAL EQUITY SEI Trust Company 27,518,868.6730 56.25%
PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
SIT, INTERNATIONAL FIXED SEI Trust Company 6,746,886.3140 61.31%
INCOME PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
Mutual Fund Special Cust. Acct. 771,276.9070 7.01%
for Excl Benefit of Customers of
Montgomery Securities
SIT, EMERGING MARKETS SEI Trust Company 7,551,312.7720 68.07%
EQUITY PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
Patterson & Co. 798,651.6130 7.20%
c/o Corestates Bank NA
P.O. Box 7829
Philadelphia, PA 19101
Natural Fuel Gas Retirement Plan 984,417.5450 8.87%
c/o Marine Midland Bank -- Trustee
One Marine Midland Ctr, 17th floor
Buffalo, NY 14203
SIMT, LARGE CAP GROWTH SEI Trust Company 25,976,749.7080 66.77%
PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
SIMT, SMALL CAP GROWTH Valle 1,928,118.9010 10.63%
PORTFOLIO c/o Marshall & Iisley
1000 N. Water St. -- TRII
Milwaukee, WI 53202
SEI Trust Company 6,039,311.5090 33.30%
680 E. Swedesford Road
Wayne, PA 19087
</TABLE>
10
<PAGE> 15
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
SIMT, LARGE CAP VALUE SEI Trust Company 24,272,294.5850 61.17%
PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
SIMT, SMALL CAP VALUE SEI Trust Company 8,557,618.3580 62.41%
680 E. Swedesford Road
Wayne, PA 19087
SIMT, HIGH YIELD BOND SEI Trust Company 5,897,748.8020 86.81%
680 E. Swedesford Road
Wayne, PA 19087
SIMT, BALANCED PORTFOLIO SEI Trust Company 1,206,444.6340 28.81%
680 E. Swedesford Road
Wayne, PA 19087
Saul & Co. 1,663,405.6270 39.72%
c/o First Union National Bank
FID OPS/Mutual Funds
NC1151
Charlotte, NC 28288
Nabank & Co. 989,741.8780 23.63%
c/o Bank of Oklahoma, N.A.
P.O. Box 2300
Tulsa, OK 74192
SIMT, CAPITAL SEI Trust Company 2,988,194.7340 20.70%
APPRECIATION PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
The Fulton Company 1,275,612.6550 8.84%
c/o Fulton Bank Trust Dept.
One Penn Square
Lancaster, PA 17602
Lane & Company 853,475.9050 5.91%
c/o Union Bank
P.O. Box 109
San Diego, CA 92112
SIMT, EQUITY INCOME GARICO 793,526.1150 5.42%
PORTFOLIO c/o American Natl. Bank of Chicago
Dept. 77-3272, Division 219
Chicago, IL 60678-3272
SEI Trust Company 1,561,079.8780 10.66%
680 E. Swedesford Road
Wayne, PA 19087
</TABLE>
11
<PAGE> 16
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
Kaw & Co. Bank 2,101,489.9330 14.35%
c/o One Valley Bank
P.O. Box 1793
One Valley Square
Charleston, WV 25326
West One Bank Idaho NA 1,002,613.6870 6.85%
Trust Dept. Securities Clearance
P.O. Box 7928
Boise, ID 83707
Sheldon & Co. (Integra) 1,260,323.3310 8.61%
c/o National City
P.O. Box 94777, Loc 5312
Cleveland, OH 44101-4777
SIMT, CORE FIXED INCOME SEI Trust Company 35,756,150.7240 55.48%
PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
SIMT, BOND PORTFOLIO SEI Trust Company 456,848.3740 13.82%
680 E. Swedesford Road
Wayne, PA 19087
BMS and Company 184,645.0970 5.59%
c/o Central Trust Bank
P.O. Box 779
Jefferson City, MO 65102
West One Bank Idaho NA 586,394.6410 17.74%
Trust Dept. Securities Clearance
P.O. Box 7928
Boise, ID 83707
CNOM & Co. 178,893.9490 5.41%
c/o Boatmen's Trust Company
P.O. Box 14737
St. Louis, MO 63178
ISTCO 169,669.1730 5.13%
c/o Magna Trust Company
P.O. Box 523
Belleville, IL 6222-0523
Lane & Company 306,413.3210 9.27%
c/o Union Bank
P.O. Box 109
San Diego, CA 92112
</TABLE>
12
<PAGE> 17
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
SIMT, MID-CAP GROWTH SEI Trust Company 671,393.8600 39.95%
PORTFOLIO 680 E. Swedesford Road
Wayne, PA 19087
BMS and Company 243,924.5380 14.51%
c/o Central Trust Bank
P.O. Box 779
Jefferson City, MO 65102
First American Trust Company 85,876.9380 5.11%
800 First American Center
Nashville, TN 37237-0801
STET TAX FREE PORTFOLIO First Union National Bank 49,041,795.0900 14.48%
CMG 2 -- 1151
401 S. Tryon St.
Charlotte, NC 28288
Naidot & Co. 24,186,600.0000 7.14%
c/o Bessemer Trust Company
630 Fifth Ave., 38th floor
New York, NY 10111
Kaw & Co. Y. Bank 17,033,641.0000 5.03%
c/o One Valley Bank
P.O. Box 1793
One Valley Square
Charleston, WV 25326
EAMCO 39,222,234.0400 11.58%
c/o Riggs National Bank
Trust Operations/ Mutual Funds
Dept.
1120 Vermont Avenue, N.W.
Washington, DC 20005
Smith & Co. 59,993,784.0900 17.71%
c/o First Security Bank of Utah
P.O. Box 30007
Salt Lake City, UT 84230
Vose & Co. 60,830,918.5700 17.96%
c/o Fleet/Norstar Services
159 East Avenue
Rochester, NY 14638-0001
STET, INSTITUTIONAL TAX Calhoun & Co. 93,358,053.7500 10.65%
FREE PORTFOLIO c/o Comerica Bank
P.O. Box 1319, 7th Floor
Detroit, MI 48231
</TABLE>
13
<PAGE> 18
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
Unit & Co. 81,323,321.0000 9.28%
c/o US National Bank of Oregon
P.O. Box 3168
Portland, OR 97208
Bank of America NT & SA 82,045,318.2500 9.36%
P.O. Box 3577
Terminal Annex
Los Angeles, CA 90051
First American National Bank 57,650,654.7700 6.58%
800 First American Center
Nashville, TN 37237-0801
River Oaks Trust Company 50,482,869.0000 5.76%
Securities Movement & Control
P.O. Box 4886
Houston, TX 77210-4886
STET, CALIFORNIA The Bank of California NA 28,774,126.6900 7.80%
TAX-EXEMPT PORTFOLIO Cash Management Services
475 Sansome Street, 11th Floor
San Francisco, CA 94111
Southwest Securities 280,947,683.9500 76.13%
Special Custodial Account for
Exclusive Benefit of Our Customers
P.O. Box 509002
Dallas, TX 75250
City National Bank 46,133,207.8200 12.50%
400 N. Roxbury Drive, Suite 700
Beverly Hills, CA 90210
STET, INTERMEDIATE-TERM TRANSCO & Co. 1,371,198.5590 11.82%
MUNICIPAL PORTFOLIO c/o INTRUST Bank, N.A.
P.O. Box 48698
Wichita, KS 67201
SEI Trust Company 2,419,546.0480 20.86%
680 E. Swedesford Road
Wayne, PA 19087
STET, PENNSYLVANIA MEG and Co. 787,987.7310 8.45%
MUNICIPAL PORTFOLIO c/o United States National Bank
P.O. Box 520
Johnstown, PA 15907
</TABLE>
14
<PAGE> 19
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
Sheldon & Co. (INTEGRA) 7,753,652.1260 83.10%
c/o National City
P.O. Box 94777, LOC 5312
Cleveland, OH 44101-4777
STET, PENNSYLVANIA TAX The Fulton Company 30,490,289.3800 74.76%
FREE PORTFOLIO c/o Fulton Bank Trust Dept.
One Penn Square
Lancaster, PA 17602
STET, KANSAS TAX FREE TRANSCO & Co. 6,629,860.6560 99.38%
PORTFOLIO c/o INTRUST Bank, N.A.
P.O. Box 48698 Wichita, KS 67201
SDIT, MONEY MARKET Calhoun & Co. 35,452,509.6200 30.74%
PORTFOLIO c/o COMERICA Bank
P.O. Box 1319, 7th Floor
Detroit, MI 48231
Walker and Company 9,813,083.6200 8.51%
c/o Orange County Trust
212 Dolson Avenue, 2nd Floor
Middletown, NY 10940
Nazareth National Bank and Trust 10,844,309.4500 9.40%
Co.
76 S. Main St.
Nazareth, PA 18064
Maril & Co. 11,637,451.8400 10.09%
c/o Marshall & Iisley Trust Co.
1000 North Water St., 14th Floor
Milwaukee, WI 53202
First National Bank of Rochester 7,475,982.8500 6.48%
35 State Street, Powers Bldg.
Suite 300
Rochester, NY 14614
SDIT, GOVERNMENT Southwest Securities 510,664,112.6900 71.81%
PORTFOLIO Special Custodial Account for
Exclusive Benefit of our Customers
P.O. Box 509002
Dallas, TX 75250
City National Bank 139,008,010.7800 19.55%
400 N. Roxbury Drive, Suite 700
Beverly Hills, CA 90210
</TABLE>
15
<PAGE> 20
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
SDIT, GOVERNMENT II Fleet Nat'l Bank of Massachusetts 114,409,849.1100 14.09%
PORTFOLIO ACI Unit of -0504
One Federal Street
Boston, MA 02211
United States Trust Company 133,873,573.0000 16.49%
P.O. Box 131
Boston, MA 02101
West One Bank Idaho NA 44,142,677.9100 5.44%
Trust Dept. Securities Clearance
P.O. Box 7928
Boise, ID 83707
Dixie Company 60,225,063.9400 7.42%
c/o Jefferson National Bank
P.O. Box 12312
Richmond, VA 23241
Enele Co. 157,185,120.3300 19.36%
c/o Copper Mountain Financial Grp.
1211 SW Fifth Ave., Ste. 1900
Portland, OR 97204
SDIT, PRIME OBLIGATION Wellington Trust Company, NA 147,772,235.4400 5.80%
PORTFOLIO 200 State Street, Floor 6
Boston, MA 02109
Calhoun & Co. 302,343,298.0400 11.86%
c/o COMERICA Bank
P.O. Box 1319, 7th Floor
Detroit, MI 48231
CoreStates Bank NA 148,250,164.5800 5.81%
Penn Mutual Insurance Building
Philadelphia, PA 19106
The New Hillman Company 541,182,720.4400 21.22%
c/o Amalgamated Bank of New York
11-15 Union Square
New York, NY 10003
The Bank of California NA 168,316,860.6500 6.60%
Cash Management Services
475 Sansome Street
11th Floor
San Francisco, CA 94111
SDIT, TREASURY PORTFOLIO WABANC & Co. 27,871,127.0000 38.07%
c/o Washington Trust Bank
P.O. Box 2127
Spokane, WA 99210-2127
</TABLE>
16
<PAGE> 21
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
BMS and Company 30,300,710.0000 41.38%
c/o Central Trust Bank
P.O. Box 779
Jefferson City, MO 65102
City of Philadelphia 5,913,704.3100 8.08%
1401 JFK Blvd., Room 640-MSB
Philadelphia, PA 19102-1617
SDIT, TREASURY II Kinco & Co. 29,839,174.0000 5.42%
PORTFOLIO c/o Republic Nat'l Bank of New
York
One Hanson Place, Lower Level
Brooklyn, NY 11243
The New Hillman Company 172,695,552.8000 31.38%
c/o Amalgamated Bank of New York
11-15 Union Square
New York, NY 10003
Trulin & Co. 33,954,053.7200 6.17%
c/o Chase Lincoln First Bank
P.O. Box 1412
Rochester, NY 14603
LaSalle National Trust, NA 87,441,684.0000 15.89%
P.O. Box 1443
Chicago, IL 60690-1443
SDIT CORPORATE DAILY Wellington Trust Company, NA 3,044,991.7060 12.11%
INCOME PORTFOLIO 200 State Street, Floor 6
Boston, MA 02109
SEI Trust Company 9,400,326.2910 37.39%
680 E. Swedesford Road
Wayne, PA 19087
KAW & Co. Y. Bank 1,352,653.9910 5.38%
c/o One Valley Bank
P.O. Box 1793
One Valley Square
Charleston, WV 25326
Port & Co. 2,297,545.3770 9.14%
c/o Today's Bank
50 W. Douglas Street
Freeport, IL 61032
Professional Investment Mgmt. Inc. 1,625,141.4970 6.46%
3455 Mill Run Dr., Ste. 311
Hilliard, OH 43026
</TABLE>
17
<PAGE> 22
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
SDIT SHORT-DURATION GARICO 538,192.6160 7.23%
GOVERNMENT PORTFOLIO c/o American Nat'l Bank of Chicago
Dept. 77-3272, Division 219
Chicago, IL 60678-3272
SEI Trust Company 1,120,062.8130 15.04%
680 E. Swedesford Road
Wayne, PA 19087
KAW & Co. Y. Bank 721,651.6690 9.70%
c/o One Valley Bank
P.O. Box 1793
One Valley Square
Charleston, WV 25326
West One Bank Idaho NA 801,423.6830 10.76%
Trust Dept. Securities Clearance
P.O. Box 7928
Boise, ID 83707
MEG and Co. 642,827.8190 8.63%
c/o United States National Bank
P.O. Box 520
Johnstown, PA 15907
SDIT, GNMA PORTFOLIO TRANSCO & Company 2,731,011.1070 20.23%
c/o INTRUST Bank, N.A.
P.O. Box 48698
Wichita, KS 67201
SEI Trust Company 1,248,551.3620 9.25%
680 E. Swedesford Road
Wayne, PA 19087
BMS and Company 1,267,269.5220 9.39%
c/o Central Trust Bank
P.O. Box 779
Jefferson City, MO 65102
SDIT, INTERMEDIATE- TRANSCO & Company 2,471,852.9830 16.29%
DURATION GOVERNMENT c/o INTRUST Bank, N.A.
PORTFOLIO P.O. Box 48698
Wichita, KS 67201
SEI Trust Company 1,235,710.9510 8.14%
680 E. Swedesford Road
Wayne, PA 19087
The Fulton Company 931,854.2740 6.14%
c/o Fulton Bank Trust Dept.
One Penn Square
Lancaster, PA 17602
</TABLE>
18
<PAGE> 23
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF PORTFOLIO'S
TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES
- ------------------------- ---------------------------------- ----------------- --------------
<S> <C> <C> <C>
MEG and Co. 824,414.1060 5.43%
c/o United States National Bank
P.O. Box 520
Johnstown, PA 15907
Sheldon & Co. (INTEGRA) 3,622,293.0970 23.87%
c/o National City
P.O. Box 94777, LOC 5312
Cleveland, OH 44101-4777
</TABLE>
Voting Information; Adjournment. The presence at the Meeting of the
holders of majority of the outstanding shares of each Trust as of the Record
Date, either in person or by Proxy, constitutes a quorum. Abstentions and
"broker non-votes" will not be counted for or against the nominees to which they
relate, but will be counted for purposes of determining whether a quorum is
present. Abstentions and broker non-votes will be counted as votes present for
purposes of calculating whether a majority of shares represented at the Meeting
have voted in favor of the proposal, and will, therefore, have the effect of
counting against the nominees to which they relate.
In the event that sufficient votes in favor of the nominees 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 to permit further
solicitation of Proxies with respect to the election of Trustees. 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 the election of
Trustees. They will vote against any such adjournment those Proxies required to
be voted against the election of Trustees.
Shareholder Proposals. The Trusts do 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
Fund, c/o SEI Financial Management Corporation, Legal Department, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658.
A meeting may be called by Shareholders holding at least 10% of the Shares
entitled to vote at the Meeting for the purpose of voting upon the removal of
Trustees, in which case shareholders may receive assistance in communicating
with other shareholders as if the provisions contained in Section 16(c) of the
Investment Company Act applied.
Reports to Shareholders. Each Trust will furnish, without charge, a copy
of its most recent Annual Report to Shareholders, and the most recent
Semi-Annual Report succeeding such Annual Report, if any, on request. Requests
should be directed to the Trust at 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, or by calling 1-800-DIAL-SEI.
Independent Public Accountants. A majority of the SEI Daily Income
Trust's, SEI Tax Exempt Trust's and SEI Index Funds' independent trustees have
selected Arthur Andersen LLP as the Trusts'
19
<PAGE> 24
independent public accountants for the fiscal years ending January 31, 1997,
August 31, 1996, and March 31, 1997, respectively. A majority of SEI Liquid
Asset Trust's, SEI Institutional Managed Trust's, and SEI International Trust's
independent trustees have selected Price Waterhouse LLP for the fiscal years
ending June 30, 1996, September 30, 1996, and February 28, 1997, respectively.
Each of Arthur Andersen LLP and Price Waterhouse LLP have informed the Trust
that it has no material direct or indirect financial interest in any of the
Trusts. Representatives of Arthur Andersen LLP and Price Waterhouse LLP are not
expected to be present at the Meeting, but will be available should questions
arise.
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 WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE URGED TO COMPLETE, SIGN AND DATE EACH ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.
20
<PAGE> 25
SEI INTERNATIONAL TRUST
INTERNATIONAL EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI International Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust, that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees.
<TABLE>
<S> <C>
FOR all the nominees listed below [ ]
FOR all the nominees listed below (except for those whose names have been stricken) [ ]
WITHHOLD AUTHORITY to vote for all the nominees listed below [ ]
</TABLE>
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, PLEASE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
ROBERT A. NESHER F. WENDELL GOOCH
FRANK E. MORRIS JAMES M. STOREY
WILLIAM M. DORAN GEORGE J. SULLIVAN, JR.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR EACH OF THE FOREGOING PROPOSALS AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 26
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 27
SEI INTERNATIONAL TRUST
EMERGING MARKETS EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI International Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust, that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees.
<TABLE>
<S> <C>
FOR all the nominees listed below [ ]
FOR all the nominees listed below (except for those whose names have been stricken) [ ]
WITHHOLD AUTHORITY to vote for all the nominees listed below [ ]
</TABLE>
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, PLEASE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
ROBERT A. NESHER F. WENDELL GOOCH
FRANK E. MORRIS JAMES M. STOREY
WILLIAM M. DORAN GEORGE J. SULLIVAN, JR.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR EACH OF THE FOREGOING PROPOSALS AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 28
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 29
SEI INTERNATIONAL TRUST
INTERNATIONAL FIXED INCOME PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI International Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern
time, and any adjournments or postponements thereof (the "Meeting"), all shares
of beneficial interest of said Trust, that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below and, in accordance with their own discretion, any other matters properly
brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees.
<TABLE>
<S> <C>
FOR all the nominees listed below [ ]
FOR all the nominees listed below (except for those whose names have been stricken) [ ]
WITHHOLD AUTHORITY to vote for all the nominees listed below [ ]
</TABLE>
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, PLEASE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
ROBERT A. NESHER F. WENDELL GOOCH
FRANK E. MORRIS JAMES M. STOREY
WILLIAM M. DORAN GEORGE J. SULLIVAN, JR.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR EACH OF THE FOREGOING PROPOSALS AND WILL BE VOTED IN THE APPOINTED
PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE> 30
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
