<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1997
FILE NO. 33-22821
FILE NO. 811-5601
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 22 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 23 /X/
------------------------
SEI INTERNATIONAL TRUST
(Exact name of registrant as specified in charter)
C/O CT CORPORATION
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734
DAVID G. LEE
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
COPIES TO:
<TABLE>
<S> <C>
Richard W. Grant, Esquire John H. Grady, Jr.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, PA 19103 Washington, D.C. 20036
</TABLE>
------------------------
It is proposed that this filing become effective (check appropriate box)
<TABLE>
<C> <S>
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (b)
/X/ 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
</TABLE>
Registrant has elected to register an indefinite number of securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
Registrant has filed a Rule 24f-2 Notice on April 25, 1996 for its fiscal year
ended February 28, 1996.
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- --------------------------------------------------------------------------------
<PAGE>
SEI INTERNATIONAL TRUST
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- -------------------------------------------------
<S> <C> <C>
PART A--INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY, INTERNATIONAL FIXED INCOME AND EMERGING MARKETS DEBT
PORTFOLIOS
PORTFOLIOS--CLASS A
Item 1. Cover page....................................... Cover Page
Item 2. Synopsis......................................... Annual Operating Expenses
Item 3. Condensed Financial Information.................. Financial Highlights; Performance
Item 4. General Description of Registrant................ The Trust; Investment Objectives and Policies;
Investment Policies and Risk Factors;
Description of Permitted Investments and Risk
Factors; Investment Limitations
Item 5. Management of the Fund........................... General Information--Trustees of the Trust; The
Manager; The Advisers; The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance...... **
Item 6. Capital Stock and Other Securities............... General Information--Voting Rights, Shareholder
Inquiries; Dividends; Taxes
Item 7. Purchase of Securities Being Offered............. Purchase and Redemption of Shares; Distribution
and Shareholder Servicing
Item 8. Redemption or Repurchase......................... Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings........................ *
PART A--INTERNATIONAL EQUITY PORTFOLIO--CLASS D
Item 1. Cover page....................................... Cover Page
Item 2. Synopsis......................................... Shareholder Transaction Expenses; Annual
Operating Expenses
Item 3. Condensed Financial Information.................. Financial Highlights
Item 4. General Description of Registrant................ The Trust; Investment Objective; Investment
Policies; Description of Permitted Investments
and Risk Factors; Investment Limitations
Item 5. Management of the Fund........................... General Information--Trustees of the Trust, The
Manager; The Adviser; The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance...... **
Item 6. Capital Stock and Other Securities............... General Information--Voting Rights, Shareholder
Inquiries; Dividends; Taxes
Item 7. Purchase of Securities Being Offered............. Purchase of Shares; Distribution
Item 8. Redemption or Repurchase......................... Redemption of Shares
Item 9. Pending Legal Proceedings........................ *
</TABLE>
(i)
<PAGE>
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
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<S> <C> <C>
PART B--ALL PORTFOLIOS
Item 10. Cover Page....................................... Cover Page
Item 11. Table of Contents................................ Table of Contents
Item 12. General Information and History.................. The Trust
Item 13. Investment Objectives and Policies............... Description of Permitted Investments; Investment
Limitations
Item 14. Management of the Registrant..................... Trustees and Officers of the Trust; The Manager;
The Advisers and Sub-Advisers
Item 15. Control Persons and Principal Holders of
Securities..................................... 5% Shareholders; Trustees and Officers of the
Trust
Item 16. Investment Advisory and Other Services........... The Advisers; The Manager; Distribution and
Shareholder Servicing; Experts
Item 17. Brokerage Allocation............................. Portfolio Transactions
Item 18. Capital Stock and Other Securities............... Description of Shares
Item 19. Purchase, Redemption, and Pricing of Securities
Being Offered.................................. Purchase and Redemption of Shares (Prospectus)
Item 20. Tax Status....................................... Taxes (Prospectus); Tax
Item 21. Underwriters..................................... Distribution and Shareholder Servicing
Item 22. Calculation of Performance Data.................. Performance
Item 23. Financial Statements............................. Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
- ------------------------
* Not Applicable
** Information required by Item 5A is contained in the Annual Report for the
fiscal year ending February 29, 1996.
(ii)
<PAGE>
SEI INTERNATIONAL TRUST
JUNE 30, 1997
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INTERNATIONAL EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
EMERGING MARKETS DEBT PORTFOLIO
- --------------------------------------------------------------------------------
This Prospectus concisely sets forth information about the above-referenced
Portfolios that an investor needs to know before investing. Please read this
Prospectus carefully, and keep it on file for future reference.
A Statement of Additional Information dated June 30, 1997, has been filed with
the Securities and Exchange Commission (the "SEC") and is available upon request
and without charge by writing the Distributor, SEI Financial Services Company,
Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. The Statement of
Additional Information is incorporated by reference into this Prospectus.
SEI International Trust (the "Trust") is an open-end management investment
company, certain classes of which offer financial institutions a convenient
means of investing their own funds, or funds for which they act in a fiduciary,
agency or custodial capacity, in professionally managed diversified and
non-diversified portfolios of securities. A portfolio may offer separate classes
of shares that differ from each other primarily in the allocation of certain
distribution expenses and minimum investments. This Prospectus offers the Class
A shares of each of the Trust's equity and fixed income portfolios listed above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<PAGE>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EMERGING EMERGING
INTERNATIONAL MARKETS INTERNATIONAL MARKETS
EQUITY EQUITY FIXED INCOME DEBT
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
Management/Advisory Fees (AFTER FEE WAIVER AND REIMBURSEMENT) (1) .86% 1.37% .85% .81%
12b-1 Fees none none none none
Total Other Expenses .42% .58% .15% .54%
Shareholder Servicing Fees (AFTER FEE WAIVER) (2) .25% .17% .0% .0%
- --------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (AFTER FEE WAIVERS AND REIMBURSEMENT) (3) 1.28% 1.95% 1.00% 1.35%
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</TABLE>
(1) SEI FUND MANAGEMENT ("SEI MANAGEMENT"), IN ITS CAPACITY AS MANAGER FOR EACH
PORTFOLIO, AND CERTAIN OF THE ADVISERS, HAVE WAIVED, ON A VOLUNTARY BASIS, A
PORTION OF THEIR FEE, AND THE MANAGEMENT/ADVISORY FEES SHOWN REFLECT THESE
VOLUNTARY WAIVERS. SEI MANAGEMENT AND THE ADVISERS EACH RESERVE THE RIGHT TO
TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH FEE
WAIVER, MANAGEMENT/ADVISORY FEES WOULD BE .96% FOR THE INTERNATIONAL EQUITY
PORTFOLIO, 1.70% FOR THE EMERGING MARKETS EQUITY PORTFOLIO, .90% FOR THE
INTERNATIONAL FIXED INCOME PORTFOLIO AND 1.50% FOR THE EMERGING MARKETS DEBT
PORTFOLIO. MANAGEMENT/ADVISORY FEES HAVE BEEN RESTATED TO REFLECT CURRENT
EXPENSES.
(2) THE DISTRIBUTOR HAS WAIVED, ON A VOLUNTARY BASIS, ALL OR A PORTION OF ITS
SHAREHOLDER SERVICING FEE, AND THE SHAREHOLDER SERVICING FEES SHOWN REFLECT
THIS WAIVER. THE DISTRIBUTOR RESERVES THE RIGHT TO TERMINATE ITS WAIVER AT
ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH WAIVER, SHAREHOLDER SERVICING
FEES WOULD BE .25% FOR EACH OF THE PORTFOLIOS.
(3) ABSENT THESE FEE WAIVERS AND EXPENSE REIMBURSEMENTS, TOTAL OPERATING
EXPENSES WOULD BE 1.38% FOR THE INTERNATIONAL EQUITY PORTFOLIO, 2.36% FOR
THE EMERGING MARKETS EQUITY PORTFOLIO AND 1.30% FOR THE INTERNATIONAL FIXED
INCOME PORTFOLIO AND ARE ESTIMATED TO BE 2.29% FOR THE EMERGING MARKETS DEBT
PORTFOLIO. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE ADVISERS," "THE
SUB-ADVISERS" AND "THE MANAGER."
EXAMPLE
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<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the following expenses on a $1,000
investment assuming (1) a 5% annual return and (2) redemption at the end of
each time period:
International Equity $ 13 $ 41 $ 70 $ 155
Emerging Markets Equity $ 20 $ 61 $ 105 $ 227
International Fixed Income $ 10 $ 32 $ 55 $ 122
Emerging Markets Debt $ 14 $ 43 -- --
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE PURPOSE OF THE EXPENSE TABLE AND EXAMPLE IS TO ASSIST THE INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY
BORNE BY INVESTORS IN CLASS A SHARES OF THE PORTFOLIOS. THE INTERNATIONAL EQUITY
PORTFOLIO ALSO OFFERS CLASS D SHARES, WHICH ARE SUBJECT TO THE SAME EXPENSES,
EXCEPT THAT CLASS D SHARES BEAR SALES CHARGES AND DIFFERENT DISTRIBUTION COSTS
AND ADDITIONAL TRANSFER AGENT COSTS. A PERSON WHO PURCHASES SHARES THROUGH A
FINANCIAL INSTITUTION MAY BE CHARGED SEPARATE FEES BY THAT INSTITUTION.
ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE MANAGER," "THE ADVISERS," "THE
SUB-ADVISERS" AND "DISTRIBUTION AND SHAREHOLDER SERVICING."
2
<PAGE>
FINANCIAL HIGHLIGHTS
______________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated April 10, 1996 on
the Trust's financial statements as of February 29, 1996, incorporated by
reference into the Trust's Statement of Additional Information. The Trust's
financial statements and additional performance information are set forth in the
1996 Annual Report to Shareholders, which is available upon request and without
charge by calling 1-800-342-5734. This table should be read in conjunction with
the Trust's financial statements and notes thereto. The Emerging Markets Debt
Portfolio had not commenced operations as of the date of this Prospectus.
<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
FOR THE PERIODS ENDED FEBRUARY 28,
NET ASSET NET DISTRIBUTIONS NET
VALUE INVESTMENT NET REALIZED AND FROM NET DISTRIBUTIONS ASSETS
BEGINNING INCOME/ UNREALIZED INVESTMENT FROM REALIZED RETURN OF VALUE END TOTAL
OF PERIOD (LOSS) GAINS/ (LOSSES) INCOME(4) CAPITAL GAINS CAPITAL OF PERIOD RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
- ------------------
INTERNATIONAL
EQUITY PORTFOLIO
- ------------------
CLASS A
1996 $ 9.59 $0.14 $ 1.45 $(0.19) $(0.99) $ -- $10.00 17.30%
1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67)%
1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44%
1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17%
1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63)%
1991 9.62 0.18 (0.14) -- (0.01) (0.09) 9.65 0.36%
1990(1) 10.00 0.04 (0.42) -- -- -- 9.62 (3.70)%
- ------------------
EMERGING MARKETS
EQUITY PORTFOLIO
- ------------------
CLASS A
1996 $10.27 $(0.02) $ 0.72 $-- $(0.04) $ -- $10.93 6.83%
1995(2) 10.00 0.01 0.26 -- -- -- 10.27 2.70%
- ------------------
INTERNATIONAL
FIXED INCOME
PORTFOLIO
- ------------------
CLASS A
1996 $10.42 $0.58 $ 0.89 $(1.02) $(0.10) $ -- $10.77 13.96%
1995 10.23 0.43 0.40 (0.62) (0.02) -- 10.42 8.43%
1994(3) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41%
<CAPTION>
FOR A SHARE OUTSTA RATIO OF NET RATIO OF
FOR THE PERIODS EN INVESTMENT EXPENSES
RATIO OF INCOME/ TO AVERAGE
NET ASSETS EXPENSES (LOSS) TO NET ASSETS PORTFOLIO
END OF TO AVERAGE AVERAGE NET (EXCLUDING TURNOVER AVERAGE
PERIOD (000) NET ASSETS ASSETS WAIVERS) RATE COMMISSION RATE+
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------
- ------------------
INTERNATIONAL
EQUITY PORTFOLIO
- ------------------
CLASS A
1996 $ 347,646 1.25% 1.29% 1.29% 1.25% 102%
1995 328,503 1.19% 1.30% 1.21% 1.28% 64%
1994 503,498 1.10% 1.46% 1.24% 1.32% 19%
1993 178,287 1.10% 1.80% 1.53% 1.37% 23%
1992 92,456 1.10% 2.07% 1.52% 1.63% 79%
1991 35,829 1.10% 3.52% 1.64% 2.98% 14%
1990(1) 8,661 1.10% 3.13% 5.67% (1.44)% -- %
- ------------------
EMERGING MARKETS
EQUITY PORTFOLIO
- ------------------
CLASS A
1996 $ 67,181 1.95% (0.23)% 2.72% (1.00)% 104%
1995(2) 5,300 1.95% 1.79% 4.98% (1.24)% -- %
- ------------------
INTERNATIONAL
FIXED INCOME
PORTFOLIO
- ------------------
CLASS A
1996 $ 84,318 1.00% 4.70% 1.27% 4.43% 269%
1995 42,580 1.00% 4.68% 1.30% 4.38% 303%
1994(3) 23,678 1.00% 3.81% 1.61% 3.20% 126%
</TABLE>
(1) INTERNATIONAL EQUITY CLASS A SHARES WERE OFFERED BEGINNING DECEMBER 20,
1989. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(2) EMERGING MARKETS EQUITY CLASS A SHARES WERE OFFERED BEGINNING JANUARY 17,
1995. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(3) INTERNATIONAL FIXED INCOME CLASS A SHARES WERE OFFERED BEGINNING SEPTEMBER
1, 1993. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(4) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN
FOREIGN CURRENCY GAINS AND LOSSES.
+ AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.
3
<PAGE>
THE TRUST
__________________________________________________________________________
SEI INTERNATIONAL TRUST (the "Trust") is an open-end management investment
company that offers units of beneficial interest ("shares") in separate
diversified and non-diversified investment portfolios. This Prospectus offers
Class A shares of the Trust's International Equity, Emerging Markets Equity,
International Fixed Income and Emerging Markets Debt Portfolios (each a
"Portfolio" and, together, the "Portfolios"). The International Equity Portfolio
has two separate classes of shares, Class A and Class D, which provide for
variations in distribution, shareholder servicing and transfer agent costs,
sales charges, voting rights and dividends. The investment advisers and
sub-advisers to the Portfolios are referred to collectively as the "advisers."
Additional information pertaining to the Trust may be obtained by writing to SEI
Financial Services Company, Oaks, Pennsylvania 19456, or by calling
1-800-342-5734.
INVESTMENT OBJECTIVES
AND POLICIES
___________________________________________________________________________
INTERNATIONAL EQUITY
The International Equity Portfolio seeks to provide
long-term capital appreciation by investing primarily in a
diversified portfolio of equity securities of non-U.S.
issuers.
Under normal circumstances, at least 65% of the
International Equity Portfolio's assets will be invested in
equity securities of non-U.S. issuers located in at least
three countries other than the United States.
Securities of non-U.S. issuers purchased by the
Portfolio will typically be listed on recognized foreign
exchanges but also may be purchased in foreign markets, on
U.S. registered exchanges, in the over-the-counter market
or in the form of sponsored or unsponsored American
Depositary Receipts ("ADRs") traded on registered exchanges
or NASDAQ, or sponsored or unsponsored European Depositary
Receipts ("EDRs"), Continental Depositary Receipts ("CDRs")
or Global Depositary Receipts ("GDRs"). The Portfolio
expects its investments to emphasize both large,
intermediate and small capitalization companies.
The International Equity Portfolio may enter into
forward foreign currency contracts as a hedge against
possible variations in foreign exchange rates. The
Portfolio may enter into forward foreign currency contracts
to hedge a specific security transaction or to hedge a
portfolio position. These contracts may be bought or sold
to protect the Portfolio, to some degree, against a
possible loss resulting from an adverse change in the
relationship between foreign currencies and the U.S.
dollar. The Portfolio also may invest in options on
currencies.
The Portfolio expects to be fully invested in its
primary investments, described above, but may invest up to
35% of its total assets in U.S. or non-U.S. cash reserves;
money market instruments; swaps; options on securities,
non-U.S. indices and currencies; futures contracts,
including stock index futures contracts; and options on
futures contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 50% of its assets in U.S. and non-U.S.
4
<PAGE>
money market instruments described above and in other U.S.
and non-U.S. long- and short-term debt instruments which
are rated BBB or higher by S&P or Baa or higher by Moody's
at the time of purchase, or which are determined by the
advisers to be of comparable quality; invest a portion of
such assets in cash; and invest such assets in securities
of supranational entities which are rated A or higher by
S&P or Moody's at the time of purchase or which are
determined by the advisers to be of comparable quality.
The Portfolio is also permitted to acquire floating
and variable rate securities, purchase securities on a
when-issued or delayed delivery basis, and invest up to 15%
of its total assets in illiquid securities. Although
permitted to do so, the Portfolio does not currently intend
to invest in securities issued by passive foreign
investment companies or to engage in securities lending.
EMERGING MARKETS EQUITY
The Emerging Markets Equity Portfolio seeks to provide
capital appreciation by investing primarily in a
diversified portfolio of equity securities of emerging
market issuers.
Under normal circumstances, at least 65% of the
Emerging Markets Equity Portfolio's assets will be invested
in equity securities of emerging market issuers. Under
normal conditions, the Portfolio maintains investments in
at least six emerging market countries and does not invest
more than 35% of its total assets in any one emerging
market country.
In addition to its primary investments described
above, the Portfolio may invest up to 35% of its total
assets in debt securities, including up to 5% of its total
assets in debt securities rated below investment grade.
These debt securities will include debt securities of
emerging market companies. Bonds rated below investment
grade are often referred to as "junk bonds." Such
securities involve greater risk of default or price
volatility than investment grade securities.
The Portfolio may invest in certain debt securities
issued by the governments of emerging market countries that
are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs
sponsored by such governments.
The Portfolio may invest up to 15% of its total
assets in illiquid securities. The Portfolio's advisers
believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements,
unlisted securities and other similar situations
(collectively, "special situations") could enhance the
Portfolio's capital appreciation potential. Investments in
special situations may be illiquid, as determined by the
Portfolio's advisers based on criteria approved by the
Board of Trustees. To the extent these investments are
deemed illiquid, the Portfolio's investment in them will be
consistent with its 15% restriction on investment in
illiquid securities.
The Portfolio may invest up to 10% of its total
assets in shares of other investment companies. The
Portfolio may invest in futures contracts and purchase
securities on a
5
<PAGE>
when-issued or delayed delivery basis. The Portfolio may
also purchase and write options to buy or sell futures
contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 20% of its total assets in the equity
securities of companies constituting the Morgan Stanley
Capital International Europe, Australia, Far East Index
(the "EAFE Index"). These companies typically have larger
average market capitalizations than the emerging market
companies in which the Portfolio generally invests.
INTERNATIONAL FIXED INCOME
The International Fixed Income Portfolio seeks to provide
capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.
Under normal circumstances, at least 65% of the
International Fixed Income Portfolio's assets will be
invested in high quality foreign government and foreign
corporate fixed income securities or debt obligations of
issuers located in at least three countries other than the
United States.
The International Fixed Income Portfolio will invest
primarily in: (i) fixed income securities issued or
guaranteed by a foreign government or one of its agencies,
authorities, instrumentalities or political subdivisions;
(ii) fixed income securities issued or guaranteed by
supranational entities; (iii) fixed income securities
issued by foreign corporations; (iv) convertible
securities; and (v) fixed income securities issued by
foreign banks or bank holding companies. All such
investments will be in high quality securities denominated
in various currencies, including the European Currency
Unit. Investment grade securities are rated in one of the
highest four rating categories by a nationally recognized
statistical rating agency ("NRSRO") or determined by the
adviser to be of comparable quality at the time of
purchase. Securities or obligations rated in the fourth
highest rating category may have speculative
characteristics.
Any remaining assets of the Portfolio will be
invested in any of the securities described above,
obligations issued or guaranteed as to principal and
interest by the United States Government, its agencies or
instrumentalities ("U.S. Government securities"), swaps,
options and futures. The Portfolio may also purchase and
write options to buy or sell futures contracts, enter into
forward currency contracts, purchase securities on a
when-issued or delayed delivery basis and engage in short
selling. The Portfolio may invest up to 10% of its total
assets in illiquid securities. Furthermore, although the
Portfolio will concentrate its investments in relatively
developed countries, the Portfolio may invest up to 5% of
its assets in similar securities or debt obligations that
are denominated in the currencies of developing countries
and that are determined by the advisers to be of comparable
quality to such securities and debt obligations at the time
of purchase.
Under normal circumstances, the portfolio turnover
rate for this Portfolio is expected to exceed 200% per
year. Short-term gains realized from portfolio transactions
6
<PAGE>
are taxable to shareholders as ordinary income. In
addition, higher portfolio turnover rates can result in
corresponding increases in portfolio transaction costs. The
Portfolio will not consider portfolio turnover a limiting
factor in implementing investment decisions which are
consistent with the Portfolio's objectives and policies.
EMERGING MARKETS DEBT
The investment objective of the Emerging Markets Debt
Portfolio is to maximize total return.
Under normal circumstances, at least 80% of the
Emerging Markets Debt Portfolio's total assets will be
invested in debt securities of government, government-
related and corporate issuers in emerging market countries
and of entities organized to restructure outstanding debt
of such issuers. The Portfolio defines an emerging market
country as any country the economy and market of which the
World Bank or the United Nations considers to be emerging
or developing. The Portfolio's advisers consider emerging
market issuers to be companies the securities of which are
principally traded in the capital markets of emerging
market countries; that derive at least 50% of their total
revenue from either goods produced or services rendered in
emerging market countries, regardless of where the
securities of such companies are principally traded; or
that are organized under the laws of and have a principal
office in an emerging market country.
In selecting emerging market country debt securities
for investment, the advisers will apply a market risk
analysis contemplating assessment of factors such as
liquidity, volatility, tax implications, interest rate
sensitivity, counterparty risks and technical market
considerations. Currently, investing in many emerging
market country securities is not feasible or may involve
unacceptable political risks.
Emerging market country debt securities in which the
Emerging Markets Debt Portfolio may invest are U.S.
dollar-denominated and non-U.S. dollar-denominated
corporate and government debt securities, including bonds,
notes, bills, debentures, convertible securities, warrants,
bank debt obligations, short-term paper, mortgage and other
asset-backed securities, preferred stock, loan
participations and assignments and interests issued by
entities organized and operated for the purpose of
restructuring the investment characteristics of instruments
issued by emerging market country issuers. The Portfolio
may invest in Brady Bonds, which are debt securities issued
by debtor nations to restructure their outstanding external
indebtedness.
The Portfolio's investments in government,
government-related and restructured debt securities will
consist of (i) debt securities or obligations issued or
guaranteed by governments, governmental agencies or
instrumentalities and political subdivisions located in
emerging market countries (including participations in
loans between governments and financial institutions), (ii)
debt securities or obligations issued by government-owned,
controlled or sponsored entities located in emerging market
countries (including participations in loans between
governments and financial institutions), and (iii)
interests in
7
<PAGE>
structured securities of issuers organized and operated for
the purpose of restructuring the investment characteristics
of instruments issued by any of the entities described
above.
The Portfolio's investments in debt securities of
corporate issuers in emerging market countries may include
debt securities or obligations issued by (i) banks located
in emerging market countries or by branches of emerging
market country banks located outside the home country, or
(ii) companies organized under the laws of an emerging
market country.
The Portfolio may invest up to 10% of its total
assets in common stock, convertible securities, warrants or
other equity securities when consistent with the
Portfolio's objective. The Portfolio will generally hold
such equity investments as a result of purchases of unit
offerings of fixed-income securities which include such
securities or in connection with an actual or proposed
conversion or exchange of fixed-income securities. The
Portfolio may also enter into repurchase agreements and
reverse repurchase agreements, may purchase when-issued
securities, lend portfolio securities and invest in shares
of other investment companies. The Portfolio may purchase
restricted securities and may invest up to 15% of the value
of its total assets in illiquid securities. The Portfolio
may invest in options and futures for hedging purposes, and
may enter into swaps or related transactions. In addition,
the Portfolio may invest in receipts, zero coupon
securities, pay-in-kind bonds, Eurobonds, dollar rolls, and
deferred payment securities.
The securities in which the Portfolio will invest
will not be required to meet a minimum rating standard and
may not be rated for creditworthiness by any
internationally recognized credit rating organization. In
fact, the Portfolio's investments are expected to be in the
lower and lowest rating categories established by
internationally recognized credit rating organizations or
determined to be of comparable quality. Such securities
involve significantly greater risks, including price
volatility and risk of default of payment of interest and
principal than higher rated securities. An investment in
the Portfolio should not be considered as a complete
investment program for all investors.
There is no limit on the percentage of the
Portfolio's assets that may be invested in non-U.S. dollar
denominated securities. However, it is expected that the
majority of the Portfolio's assets will be denominated in
U.S. dollars.
There can be no assurance that the Portfolios will
achieve their respective objectives.
GENERAL INVESTMENT
POLICIES AND RISK
FACTORS
____________________________________________________________________________
EQUITY SECURITIES
Equity securities represent ownership interests in a
company or corporation and include common stock, preferred
stock and warrants and other rights to acquire such
instruments. Changes in the value of portfolio securities
will not necessarily affect cash income derived from these
securities, but will affect a Portfolio's net asset value.
8
<PAGE>
FIXED INCOME SECURITIES
Fixed income securities are debt obligations issued by
corporations, municipalities and other borrowers. The
market value of the fixed income investments will generally
change in response to interest rate changes and other
factors. During periods of falling interest rates, the
values of outstanding fixed income securities generally
rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Moreover,
while securities with longer maturities tend to produce
higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies
in the rating of any fixed income security and in the
ability of an issuer to make payments of interest and
principal also affect the value of these investments.
Changes in the value of these securities will not affect
cash income derived from these securities, but will affect
a Portfolio's net asset value.
There are no restrictions on the average maturity of
the International Fixed Income or the Emerging Markets Debt
Portfolios or the maturity of any single instrument.
Maturities may vary widely depending on the adviser's
assessment of interest rate trends and other economic and
market factors. In the event a security owned by a
Portfolio is downgraded, the adviser will review the
situation and take appropriate action with regard to the
security. Fixed income securities rated BBB or Baa lack
outstanding investment characteristics, and have
speculative characteristics as well.
NON-DIVERSIFICATION
The International Fixed Income and Emerging Markets Debt
Portfolios are non-diversified investment companies, as
defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), which means that a relatively high
percentage of assets of the Portfolios may be invested in
the obligations of a limited number of issuers. Although
the advisers do not intend to invest more than 5% of its
assets in any single issuer with the exception of
securities which are issued or guaranteed by a national
government, the value of shares of the Portfolios may be
more susceptible to any single economic, political or
regulatory occurrence than the shares of a diversified
investment company would be. The Portfolios intend to
satisfy the diversification requirements necessary to
qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code").
SECURITIES OF FOREIGN AND EMERGING MARKET ISSUERS
There are certain risks connected with investing in foreign
securities. These include risks of adverse political and
economic developments (including possible governmental
seizure or nationalization of assets), the possible
imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less
information on such securities and their issuers available
to the public, the difficulty of obtaining or enforcing
court judgments abroad, restrictions on foreign investments
in other jurisdictions, difficulties in effecting
repatriation of capital invested abroad and difficulties in
transaction settlements and the effect of delay on
shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable
U.S. securities. The value of a Portfolio's investments
denominated in foreign currencies will depend on the
relative strengths of those currencies
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<PAGE>
and the U.S. dollar, and a Portfolio may be affected
favorably or unfavorably by changes in the exchange rates
or exchange control regulations between foreign currencies
and the U.S. dollar. Changes in foreign currency exchange
rates also may affect the value of dividends and interest
earned, gains and losses realized on the sale of securities
and net investment income and gains if any, to be
distributed to shareholders by a Portfolio.
A Portfolio's investments in emerging markets can be
considered speculative, and therefore may offer higher
potential for gains and losses than developed markets of
the world. With respect to any emerging country, there may
be a greater potential for nationalization, expropriation
or confiscatory taxation, political changes, government
regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies
of such countries or investments in such countries. The
economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have
been and may continue to be adversely affected by trade
barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they
trade.
In addition to the risks of investing in emerging
market country debt securities, a Portfolio's investment in
government, government-related and restructured debt
instruments are subject to special risks, including the
inability or unwillingness to repay principal and interest,
requests to reschedule or restructure outstanding debt, and
requests to extend additional loan amounts. A Portfolio may
have limited recourse in the event of default on such debt
instruments.
TEMPORARY DEFENSIVE INVESTMENTS
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the International
Fixed Income and Emerging Markets Debt Portfolios may
invest up to 100% of their assets in U.S.
dollar-denominated fixed income securities or debt
obligations and the following domestic and foreign money
market instruments: government obligations, certificates of
deposit, bankers' acceptances, time deposits, commercial
paper, short-term corporate debt issues and repurchase
agreements. The Portfolios may hold a portion of their
assets in cash for liquidity purposes.
For additional information regarding the Portfolios'
permitted investments see "Description of Permitted
Investments and Risk Factors" in this Prospectus and
"Description of Permitted Investments" in the Statement of
Additional Information. For a description of the above
ratings see the Statement of Additional Information.
INVESTMENT LIMITATIONS
________________________________________________________________________
The investment objective and certain of the investment
limitations (including those listed below) are fundamental
policies of the Portfolios. Fundamental policies cannot be
changed with respect to the Trust or a Portfolio without
the consent of the holders of a majority of the Trust's or
that Portfolio's outstanding shares.
10
<PAGE>
EACH OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY
AND EMERGING MARKETS DEBT PORTFOLIOS MAY NOT:
1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies
or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of
such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer. This
limitation does not apply to the Emerging Markets Debt
Portfolio.
2. Purchase any securities which would cause more than 25%
of its total assets to be invested in the securities of
one or more issuers conducting their principal business
activities in the same industry, provided that this
limitation does not apply to investments in securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities. For purposes of this
limitation, supranational entities will be considered to
comprise an industry, as will each foreign government
that issues securities purchased by the Emerging Markets
Debt Portfolio.
3. Borrow money in an amount exceeding 33% of the value of
its total assets, provided that, for purposes of this
limitation, investment strategies which either obligate a
Portfolio to purchase securities or require a Portfolio
to segregate assets are not considered to be borrowings.
To the extent that its borrowings exceed 5% of its
assets, (i) all borrowings will be repaid before making
additional investments and any interest paid on such
borrowings will reduce income, and (ii) asset coverage of
at least 300% is required.
THE INTERNATIONAL FIXED INCOME PORTFOLIO MAY NOT:
1. Purchase any securities which would cause more than 25%
of the total assets of the Portfolio to be invested in
the securities of one or more issuers conducting their
principal business activities in the same industry,
provided that this limitation does not apply to
investments in obligations issued or guaranteed by the
United States Government or its agencies and
instrumentalities.
2. Borrow money except for temporary or emergency purposes
and then only in an amount not exceeding 10% of the value
of the total assets of the Portfolio. This borrowing
provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate substantial
redemption requests if they should occur and is not for
investment purposes. All borrowings will be repaid before
making additional investments for the Portfolio and any
interest paid on such borrowings will reduce the income
of the Portfolio.
For purposes of the industry concentration
limitations discussed above, these definitions apply to
each Portfolio, and for purposes of the International Fixed
Income Portfolio, these limitations form part of the
fundamental limitation: (i) utility companies will be
divided according to their services, for example, gas, gas
transmission, electric and telephone will each be
considered a separate industry; (ii) financial service
companies will
11
<PAGE>
be classified according to end users of their services, for
example, automobile finance, bank finance and diversified
finance will each be considered a separate industry; (iii)
supranational agencies will be deemed to be issuers
conducting their principal business activities in the same
industry; and (iv) governmental issuers within a particular
country will be deemed to be conducting their principal
business in the same industry.
The foregoing percentage limitations (except the
limitation on borrowing) will apply at the time of the
purchase of a security. Additional fundamental and
non-fundamental investment limitations are set forth in the
Statement of Additional Information.
THE MANAGER
______________________________________________________________________
SEI Fund Management ("SEI Management") provides the Trust
with overall management services, regulatory reporting, all
necessary office space, equipment, personnel and
facilities, and acts as dividend disbursing agent. SEI
Management also serves as transfer agent (the "Transfer
Agent") to the Trust's Class A shares.
For its management services, SEI Management is
entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .45% of the average daily net
assets of the International Equity Portfolio, .65% of the
average daily net assets of the Emerging Markets Equity and
Emerging Markets Debt Portfolios and .60% of the average
daily net assets of the International Fixed Income
Portfolio. SEI Management has voluntarily agreed to waive
all or a portion of its fees, and if necessary, reimburse
other operating expenses, in order to limit the total
operating expenses of each Portfolio. SEI Management
reserves the right to terminate these voluntary fee waivers
at any time in its sole discretion.
For the fiscal year ended February 28, 1997, the
International Equity, Emerging Markets Equity and
International Fixed Income Portfolios paid management fees,
after fee waivers, of .44%, .48% and .49%, respectively, of
their average daily net assets.
THE ADVISERS
______________________________________________________________________
Under advisory agreements with the Trust (the "Advisory
Agreements"), SEI Financial Management Corporation ("SFM")
serves as the investment adviser for the International
Equity, Emerging Markets Equity and Emerging Markets Debt
Portfolios. Strategic Fixed Income L.P. serves as the
investment adviser for the International Fixed Income
Portfolio. Under the Advisory Agreements, the investment
advisers are authorized to make investment decisions for
the assets of the Portfolios, and to continuously, review,
supervise and administer the Portfolios' investment
program.
SEI FINANCIAL MANAGEMENT CORPORATION
SFM serves as the investment adviser for the International
Equity, Emerging Markets Equity and Emerging Markets Debt
Portfolios. SFM is a wholly-owned subsidiary of SEI
Investments Company ("SEI"), a financial services company.
The principal business address of SEI and SFM is Oaks,
Pennsylvania 19456. SEI was founded in 1968, and is a
leading provider of investment solutions to banks,
institutional investors, investment advisers and
12
<PAGE>
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 investment
companies, including more than portfolios, which
investment companies had more than $ billion in assets as
of 31, 1997.
In its role as the investment adviser to the
International Equity, Emerging Markets Equity and Emerging
Markets Debt Portfolios, SFM operates as a "manager of
managers." As adviser, SFM oversees the investment advisory
services provided to the International Equity, Emerging
Markets Equity and Emerging Markets Debt Portfolios and
manages the cash portion of the International Equity and
Emerging Markets Equity Portfolios' assets. Pursuant to
separate sub-advisory agreements with SFM, and under the
supervision of SFM and the Board of Trustees, the
sub-advisers are responsible for the day-to-day investment
management of all or a discrete portion of the assets of
the International Equity, Emerging Markets Equity and
Emerging Markets Debt Portfolios. The sub-advisers are
selected based primarily upon the research and
recommendations of SFM, which evaluates quantitatively and
qualitatively each sub-adviser's skills and investment
results in managing assets for specific asset classes,
investment styles and strategies. Subject to Board review,
SFM allocates and, when appropriate, reallocates the
Portfolios' assets among sub-advisers, monitors and
evaluates sub-adviser performance, and oversees sub-adviser
compliance with the Portfolios' investment objectives,
policies and restrictions. SFM HAS THE ULTIMATE
RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE
INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING
MARKETS DEBT PORTFOLIOS DUE TO ITS RESPONSIBILITY TO
OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING,
TERMINATION AND REPLACEMENT.
For these advisory services, SFM is entitled to a
fee, which is calculated daily and paid monthly, at an
annual rate of .505% of the International Equity
Portfolio's average daily net assets, 1.05% of the Emerging
Markets Equity Portfolio's average daily net assets, and
.85% of the Emerging Markets Debt Portfolio's average daily
net assets. SFM pays the sub-advisers a fee out of its
advisory fee, which fee is based on a percentage of the
average monthly market value of the assets managed by each
sub-adviser.
For the fiscal year ended February 28, 1997, the
International Equity and Emerging Markets Equity Portfolios
paid advisory fees, after fee waivers, of .46% and .84%,
respectively, of their average daily net assets. The
Emerging Markets Debt Portfolio had not commenced
operations as of February 28, 1997.
SFM has obtained an exemptive order from the
Securities and Exchange Commission (the "SEC") that permits
SFM, with the approval of the Trust's Board of Trustees, to
retain sub-advisers unaffiliated with SFM for the
Portfolios without submitting the sub-advisory agreements
to a vote of the Portfolios' shareholders. The exemptive
relief permits the disclosure of only the aggregate amount
payable by SFM under all such
13
<PAGE>
sub-advisory agreements for each portfolio. The Portfolios
will notify shareholders in the event of any addition or
change in the identity of its sub-advisers.
STRATEGIC FIXED INCOME L.P.
Strategic Fixed Income L.P. ("SFI") serves as the
investment adviser to the International Fixed Income
Portfolio. SFI is a limited partnership formed in 1991
under the laws of the State of Delaware, to manage
multi-currency fixed income portfolios. The general partner
of the firm is Gobi Investment Inc., of which Kenneth
Windheim is the sole shareholder, and the limited partner
is Strategic Investment Management ("SIM"). As of March 31,
1997, SFI managed $5.8 billion of client assets. The
principal address of SFI is 1001 Nineteenth Street North,
17th Floor, Arlington, Virginia 22209.
Kenneth Windheim, President of SFI, has been the
portfolio manager of the Portfolio since its inception in
1993. Mr. Windheim is assisted by Gregory Barnett and David
Jallits, Directors of SFI and portfolio managers of the
Portfolio since April 1994. Prior to forming SFI, Kenneth
Windheim was the Chief Investment Officer and Managing
Director of the group which managed global fixed income
portfolios at Prudential Asset Management. Prior to joining
SFI, Gregory Barnett was portfolio manager for the Pilgrim
Multi-Market Income Fund. Prior to that he was vice
president and senior fixed income portfolio manager at
Lexington Management. Prior to joining SFI, David Jallits
was Senior Portfolio Manager for a hedge fund at Teton
Partners. From 1982 to 1994, he was Vice President and
Global Fixed Income Portfolio Manager at The Putnam
Companies.
SFI is entitled to a fee which is calculated daily
and paid monthly by the Portfolio, at an annual rate of
.30% of the average daily net assets of the International
Fixed Income Portfolio. For the fiscal year ended February
28, 1997, SFI received an advisory fee (after fee waivers)
from the Portfolio of .25% of its average net assets.
THE SUB-ADVISERS
_________________________________________________________________
ACADIAN ASSET MANAGEMENT, INC.
Acadian Asset Management, Inc. ("Acadian") serves as a
sub-adviser for a portion of the assets of the
International Equity Portfolio. Acadian, a wholly-owned
subsidiary of United Asset Management Corporation ("UAM"),
was founded in 1977 and manages approximately $4 billion in
assets invested globally as of March 31, 1997. Acadian's
business address is Two International Place, 26th floor,
Boston, Massachusetts 02110.
An investment committee has been responsible for
managing the Portfolio's assets allocated to Acadian since
the Portfolio's inception.
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED
Coronation Asset Management (Proprietary) Limited
("Coronation") serves as a sub-adviser for a portion of the
assets of the Emerging Markets Equity Portfolio.
Coronation, a registered investment adviser organized under
the laws of the Republic of South Africa, was founded in
1993, and as of July 31, 1996, managed $2.5 billion in
assets. The principal business address of Coronation is 80
Strand Street, Cape Town, South Africa, 8001.
14
<PAGE>
Investment decisions for Coronation's portion of the
Portfolio are made by Anthony Gibson and Louis Stassen.
Prior to joining Coronation in 1993, Mr. Gibson, the head
of Coronation's Investment Committee, and Mr. Stassen, the
head of Coronation's research department, worked at Syfrets
Managed Assets for seven years and one year, respectively.
Prior to joining Syfrets Managed Assets, Mr. Stassen worked
as an Investment Analyst for Allan Gray Investment Counsel.
FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT, INC.
Farrell Wako Global Investment Management, Inc. ("Farrell
Wako") serves as a sub-adviser for a portion of the assets
of the International Equity Portfolio. Farrell Wako, a
Delaware corporation and a wholly-owned subsidiary of Wako
Securities, was founded in 1991 and is a registered
investment advisor in the U.S. and Japan. Farrell Wako
currently manages over $325 million. The principal address
of Farrell Wako is 780 Third Avenue, New York, New York
10017.
James L. Farrell, the chairman of Farrell Wako,
manages its portion of the assets of the International
Equity Portfolio. Mr. Farrell has 31 years of experience in
investment management and applied financial research and
was responsible for management of over $1 billion in equity
assets as Chairman of MPT Associates prior to his
association with Farrell Wako.
LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
Lazard London International Investment Management Limited
("Lazard") serves as a sub-adviser for a portion of the
assets of the International Equity Portfolio. Lazard is a
registered investment adviser with its principal business
address at 21 Moorfields, London, England EC2P 2HT. Lazard
was founded in 1980. Lazard is a wholly-owned subsidiary of
Lazard Holdings Limited, which is a holding company
wholly-owned by Lazard Brothers and Co., Limited, a UK
merchant bank whose principal business address is 21
Moorfields, London, England EC2P 2HT. Lazard offers
international investment services to clients of Lazard
Brothers Asset Management Limited ("LBAM"), which is also
wholly-owned by Lazard Holdings Limited. Lazard and LBAM
manage domestic (UK) portfolios and international
portfolios for institutions and private clients, including
insurance funds, pension funds, charities and mutual funds.
As of March 31, 1997, Lazard and LBAM had approximately
$5.6 billion in assets under management.
Mr. Dino Fuschillo, Director of Lazard, has primary
responsibility for the day-to-day management of the portion
of the Portfolio's assets managed by Lazard. Mr. Fuschillo,
the dual employee of Lazard and LBAM, joined LBAM in 1989,
and has specialized in European equity management ever
since.
MONTGOMERY ASSET MANAGEMENT, L.P.
Montgomery Asset Management, L.P. ("MAM") serves as a
sub-adviser for a portion of the assets of the Emerging
Markets Equity Portfolio. MAM is an independent affiliate
of Montgomery Securities, a San Francisco based investment
banking firm. As of March 31, 1997, MAM had approximately
$8 billion in assets under management. MAM has over six
15
<PAGE>
years experience providing investment management services.
The principal address of MAM is 101 California Street, San
Francisco, California 94111.
Josephine S. Jimenez, Bryan L. Sudweeks and Jesus
Duarte share primary responsibility for the Emerging
Markets Equity Portfolio. Ms. Jimenez and Dr. Sudweeks have
fifteen and eight years experience, respectively, in
emerging markets investment. Both joined MAM in 1991. Mr.
Duarte, Senior Portfolio Manager and Regional Head of Latin
American Investing, joined MAM in 1994. Prior to joining
MAM, he was a Director and Vice President of Latinvest.
PARAMETRIC PORTFOLIO ASSOCIATES
Parametric Portfolio Associates ("Parametric") serves as a
sub-adviser for a portion of the assets of the Emerging
Markets Equity Portfolio. Parametric is a general
partnership whose general partners are PIMCO Advisors L.P.
("PIMCO"), the supervisory general partner, and Parametric
Management, Inc., the managing general partner (a
wholly-owned subsidiary of PIMCO). Parametric's predecessor
was founded in 1987, and as of March 31, 1997, Parametric
managed approximately $1.5 billion in client assets.
Parametric's business address is 701 Fifth Avenue, Suite
7310, Seattle, WA 98104. PIMCO's address is 800 Newport
Center Drive, Newport Beach, California 92660.
Clifford Quisenberry, CFA, Senior Investment Manager
and Research Manager, is responsible for managing the
portion of the Portfolio's assets allocated to Parametric.
Prior to joining Parametric, Mr. Quisenberry was a
Portfolio Manager with Cutler & Company.
SALOMON BROTHERS ASSET MANAGEMENT INC.
Salomon Brothers Asset Management Inc. ("SBAM") serves as
the sub-adviser for the assets of the Emerging Markets Debt
Portfolio. SBAM, an indirect wholly-owned subsidiary of
Salomon, Inc., is a Delaware corporation that was founded
in 1987. SBAM is a registered investment adviser that
currently manages approximately $19.6 billion in client
assets. SBAM's principal business address is 7 World Trade
Center, New York, New York 10048.
SBAM employs a team approach in managing the
Portfolio; however, Peter J. Wilby has the primary
day-to-day responsibility for the Portfolio. Mr. Wilby, a
Managing Director who joined SBAM in 1989, has considerable
experience in managing portfolios of high yield and
emerging markets debt portfolios.
SELIGMAN HENDERSON CO.
Seligman Henderson Co. serves as a sub-adviser for a
portion of the assets of the International Equity
Portfolio. Seligman Henderson Co. is a New York general
partnership and is structured as an equal partnership
between J.&W. Seligman & Co. Incorporated and Henderson
International Inc., a controlled affiliate of Henderson
plc. Seligman Henderson Co. was established in 1991 and
manages over $3.4 billion in global and international
equity portfolios for U.S. institutional and retail
clients. The principal address of Seligman Henderson Co. is
100 Park Avenue, New York, New York 10017.
Mr. William Garnett is primarily responsible for the
day-to-day management and investment decisions with respect
to the International Equity Portfolio's assets allocated to
16
<PAGE>
Seligman Henderson Co. Mr. Garnett has more than 11 years'
experience in managing Japanese small cap equity
securities. Mr. Iain Clark, Seligman Henderson Co.'s chief
investment officer, has ultimate responsibility for
portfolio management. Mr. Clark has more than 25 years
experience, including 12 with Henderson plc.
YAMAICHI CAPITAL MANAGEMENT, INC. AND YAMAICHI CAPITAL MANAGEMENT (SINGAPORE)
LIMITED
Yamaichi Capital Management, Inc. ("Yamaichi") and Yamaichi
Capital Management (Singapore) Limited ("YCMS") jointly
serve as sub-adviser for a portion of the assets of the
International Equity Portfolio and for a portion of the
assets of the Emerging Markets Equity Portfolio. Yamaichi
is a New York Corporation established in 1981 and YCMS is a
Singapore corporation established in 1979, and each is a
wholly-owned subsidiary of Yamaichi International Capital
Management Co., Ltd. ("YICM"). Yamaichi, YCMS and YICM are
controlled by Yamaichi Securities Co., Ltd., which is
located in Tokyo, Japan. YCMS and its affiliates manage
approximately $ billion worldwide. The principal address
of Yamaichi is 2 World Trade Center, Suite 9828, New York,
New York 10048. The principal address of YCMS is 138
Robinson Road, #13-01/05, Hong Leong Centre, Singapore
068906.
Mr. Marco Wong leads the management team for the
assets of the International Equity and Emerging Markets
Equity Portfolios allocated to Yamaichi and YCMS. Mr. Wong
has been with YCMS since 1986.
DISTRIBUTION AND
SHAREHOLDER SERVICING
__________________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust.
The Portfolios have adopted a shareholder service
plan for Class A shares (the "Class A Service Plan") under
which firms, including the Distributor, that provide
shareholder and administrative services may receive
compensation therefor. Under the Class A Service Plan, the
Distributor may provide those services itself, or may enter
into arrangements under which third parties provide such
services and are compensated by the Distributor. Under such
arrangements, the Distributor may retain as profit any
difference between the fee it receives and the amount it
pays such third parties. In addition, the Portfolios may
enter into such arrangements directly. Under the Class A
Service Plan, a Portfolio may pay the Distributor a fee at
a negotiated annual rate of up to .25% of the average daily
net assets of such Portfolio attributable to Class A shares
that are subject to the arrangement in return for provision
of a broad range of shareholder and administrative
services, including: maintaining client accounts; arranging
for bank wires; responding to client inquiries concerning
services provided for investments; changing dividend
options; account designations and addresses; providing
sub-accounting; providing information on
17
<PAGE>
share positions to clients; forwarding shareholder
communications to clients; processing purchase, exchange
and redemption orders; and processing dividend payments.
In addition, the International Equity Portfolio has
adopted a distribution plan for its Class D shares (the
"Class D Plan") pursuant to Rule 12b-1 under the 1940 Act.
It is possible that an institution may offer
different classes of shares to its customers and thus
receive different compensation with respect to different
classes. These financial institutions may also charge
separate fees to their customers.
The Trust may execute brokerage or other agency
transactions through the Distributor, for which the
Distributor may receive compensation.
The Distributor may, from time to time and at its own
expense, provide promotional incentives, in the form of
cash or other compensation, to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Portfolios'
shares.
PURCHASE AND
REDEMPTION OF SHARES
____________________________________________________________________________
Financial institutions may acquire Class A shares of the
Portfolios for their own account, or as a record owner on
behalf of fiduciary, agency or custody accounts, by placing
orders with the Transfer Agent. Institutions that use
certain SEI proprietary systems may place orders
electronically through those systems. Financial
institutions may impose an earlier cut-off time for receipt
of purchase orders directed through them to allow for
processing and transmittal of these orders to the Transfer
Agent for effectiveness on the same day. Financial
institutions which purchase shares for the accounts of
their customers may impose separate charges on these
customers for account services.
Shares of each Portfolio may be purchased or redeemed
on days on which the New York Stock Exchange is open for
business ("Business Days"). The minimum initial investment
in a Portfolio is $100,000; however, the minimum investment
may be waived at the Distributor's discretion. All
subsequent purchases must be at least $1,000.
Shareholders who desire to purchase shares for cash
must place their orders with the Transfer Agent (or its
authorized agent) prior to 4:00 p.m. Eastern time on any
Business Day for the order to be accepted on that Business
Day. Generally, cash investments must be transmitted or
delivered in federal funds to the wire agent on the next
Business Day following the day the order is placed. The
Trust reserves the right to reject a purchase order when
the Distributor determines that it is not in the best
interest of the Trust or its shareholders to accept such
purchase order. In addition, because excessive trading
(including short-term "market timing" trading) can hurt a
Portfolio's performance, each Portfolio may refuse purchase
orders from any shareholder account if the accountholder
has been advised that previous purchase and redemption
transactions were considered excessive in number or amount.
Accounts under common control or
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ownership, including those with the same taxpayer
identification number and those administered so as to
redeem or purchase shares based upon certain predetermined
market indicators, will be considered one account for this
purpose.
Purchases will be made in full and fractional shares
of the Portfolios calculated to three decimal places. The
Trust will send shareholders a statement of shares owned
after each transaction. The purchase price of shares is the
net asset value next determined after a purchase order is
received and accepted by the Trust. The net asset value per
share of each Portfolio is determined by dividing the total
market value of a Portfolio's investment and other assets,
less any liabilities, by the total number of outstanding
shares of that Portfolio. Net asset value per share is
determined daily as of the close of business of the New
York Stock Exchange (currently, 4:00 p.m. Eastern time) on
any Business Day.
Information about the market value of each portfolio
security may be obtained by SEI Management from an
independent pricing service. Securities having maturities
of 60 days or less at the time of purchase will be valued
using the amortized cost method (described in the Statement
of Additional Information), which approximates the
securities' market value. The pricing service may use a
matrix system to determine valuations of equity and fixed
income securities. This system considers such factors as
security prices, yields, maturities, call features, ratings
and developments relating to specific securities in
arriving at valuations. The pricing service may also
provide market quotations. The procedures used by the
pricing service and its valuations are reviewed by the
officers of the Trust under the general supervision of the
Trustees. Portfolio securities for which market quotations
are available are valued at the last quoted sale price on
each Business Day or, if there is no such reported sale, at
the most recently quoted bid price.
Shareholders who desire to redeem shares of the
Portfolios must place their redemption orders with the
Transfer Agent (or its authorized agent) prior to 4:00 p.m.
Eastern time on any Business Day. The redemption price is
the net asset value per share of the Portfolio next
determined after receipt by the Transfer Agent of the
redemption order. Payment on redemption will be made as
promptly as possible and, in any event, within seven days
after the redemption order is received.
The Trust intends to generally make redemptions in
cash. The Trust may, however, make redemptions in whole or
in part by a distribution in kind of readily marketable
securities in lieu of cash. Shareholders may incur
brokerage costs on the sale of any such securities so
received in payment of redemptions.
Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Transfer Agent will be
responsible for any loss, liability, cost or expense for
acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The
Trust and the Transfer Agent will each employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of
personal identification prior to acting upon instructions
received by telephone and recording telephone instructions.
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If market conditions are extraordinarily active, or
other extraordinary circumstances exist, shareholders may
experience difficulties placing redemption orders by
telephone, and may wish to consider placing orders by other
means.
PERFORMANCE
______________________________________________________________________
From time to time, each Portfolio may advertise the yield
and total return. These figures will be based on historical
earnings and are not intended to indicate future
performance. No representation can be made concerning
actual yields or future returns. The yield of a Portfolio
refers to the income generated by a hypothetical
investment, net of any sales charge imposed in the case of
some of the Class D shares, in such Portfolio over a thirty
day period. This income is then "annualized" (i.e., the
income over thirty days is assumed to be generated over one
year and is shown as a percentage of the investment).
The total return of a Portfolio refers to the average
compounded rate of return on a hypothetical investment for
designated time periods, assuming that the entire
investment is redeemed at the end of each period and
assuming the reinvestment of all dividend and capital gain
distributions.
The performance of Class A shares will normally be
higher than for Class D shares because of the additional
distribution expenses, transfer agency expenses and sales
charge (when applicable) charged to Class D shares.
A Portfolio may periodically compare its performance
to that of: (i) other mutual funds tracked by mutual fund
rating services (such as Lipper Analytical), financial and
business publications and periodicals; (ii) broad groups of
comparable mutual funds; (iii) unmanaged indices which may
assume investment of dividends but generally do not reflect
deductions for administrative and management costs; or (iv)
other investment alternatives. A Portfolio may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may use
long-term performance of these capital markets to
demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in
any of the capital markets. A Portfolio may also quote
financial and business publications and periodicals as they
relate to fund management, investment philosophy and
investment techniques.
A Portfolio may quote various measures of volatility
and benchmark correlation in advertising and may compare
these measures to those of other funds. Measures of
volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures
of benchmark correlation indicate how valid a comparative
benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot
be calculated precisely.
TAXES
______________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial or administrative action.
No
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attempt has been made to present a detailed explanation of
the federal, state or local tax treatment of the Portfolios
or their shareholders. In addition, state and local tax
consequences of an investment in a Portfolio may differ
from the federal income tax consequences described below.
Accordingly, shareholders are urged to consult their tax
advisers regarding specific questions as to federal, state
and local taxes. Additional information concerning taxes is
set forth in the Statement of Additional Information.
TAX STATUS OF THE PORTFOLIOS
Each Portfolio is treated as a separate entity for federal
income tax purposes and is not combined with the Trust's
other portfolios. The Portfolios intend to qualify for the
special tax treatment afforded regulated investment
companies ("RICs") under Subchapter M of the Code, so as to
be relieved of federal income tax on net investment income
and net capital gains (the excess of net long-term capital
gain over net short-term capital losses) distributed to
shareholders.
TAX STATUS OF DISTRIBUTIONS
Each Portfolio distributes substantially all of its net
investment income (including net short-term capital gains)
to shareholders. Dividends from a Portfolio's net
investment income are taxable to its shareholders as
ordinary income (whether received in cash or in additional
shares) and generally will not qualify for the corporate
dividends-received deduction unless derived from dividends
received by a Portfolio from domestic (U.S.) corporations.
Distributions of net capital gains are taxable to
shareholders as long-term capital gains regardless of how
long the shareholders have held shares. The Portfolios
provide annual reports to shareholders of the federal
income tax status of all distributions.
Dividends declared by a Portfolio in October,
November or December of any year and payable to
shareholders of record on a date in such a month will be
deemed to have been paid by the Portfolio and received by
the Shareholders on December 31 of the year declared if
paid by the Portfolio at any time during the following
January.
Each Portfolio intends to make sufficient
distributions to avoid liability for the federal excise tax
applicable to RICs.
Investment income received by the Portfolios from
sources within foreign countries may be subject to foreign
income taxes withheld at the source. To the extent that a
Portfolio is liable for foreign income taxes so withheld,
the Portfolio intends to operate so as to meet the
requirements of the Code to pass through to the
shareholders credit for foreign income taxes paid. Although
the Portfolios intend to meet Code requirements to pass
through credit for such taxes, there can be no assurance
that the Portfolios will be able to do so.
Each sale, exchange or redemption of Portfolio shares
is a taxable transaction to the shareholder.
GENERAL INFORMATION
______________________________________________________________
THE TRUST
The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
series of shares and different classes of each portfolio.
All consideration received by the Trust for
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shares of any class of any portfolio and all assets of such
portfolio or class belong to that portfolio or class,
respectively, and would be subject to the liabilities
related thereto.
The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation materials and
reports to shareholders, costs of custodial services and
registering the shares under federal and state securities
laws, pricing, insurance expenses, litigation and other
extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.
Certain shareholders in one or more of the Portfolios
may obtain asset allocation services from the Adviser and
other financial intermediaries with respect to their
investments in such Portfolios. If a sufficient amount of a
Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise
be anticipated as a result of redemptions and purchases of
Portfolio shares pursuant to such services. Further, to the
extent that the Adviser is providing asset allocation
services and providing investment advice to the Portfolios,
it may face conflicts of interest in fulfilling its
responsibilities because of the possible differences
between the interests of its asset allocation clients and
the interest of the Portfolios.
TRUSTEES OF THE TRUST
The management and affairs of the Trust are supervised by
the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential management services to the Trust.
VOTING RIGHTS
Each share held entitles the shareholder of record to one
vote. Shareholders of each Portfolio or class will vote
separately on matters pertaining solely to that Portfolio
or class, such as any distribution plan. As a Massachusetts
business trust, the Trust is not required to hold annual
meetings of shareholders, but approval will be sought for
certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In
addition, a Trustee may be removed by the remaining
Trustees or by shareholders at a special meeting called
upon written request of shareholders owning at least 10% of
the outstanding shares of the Trust. In the event that such
a meeting is requested, the Trust will provide appropriate
assistance and information to the shareholders requesting
the meeting.
REPORTING
The Trust issues an unaudited report semi-annually and
audited financial statements annually. The Trust furnishes
proxy statements and other reports to shareholders of
record.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be directed to the Manager,
SEI Fund Management, Oaks, Pennsylvania 19456.
DIVIDENDS
Substantially all of the net investment income (exclusive
of capital gains) of each Portfolio is periodically
declared and paid as a dividend. Currently, net capital
gains (the excess of net long-term capital gain over net
short-term capital loss) realized, if any, will be
distributed at least annually.
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Shareholders automatically receive all income
dividends and capital gain distributions in additional
shares at the net asset value next determined following the
record date, unless the shareholder has elected to take
such payment in cash. Shareholders may change their
election by providing written notice to SEI Management at
least 15 days prior to the distribution.
Dividends and capital gains of each Portfolio are
paid on a per-share basis. The value of each share will be
reduced by the amount of any such payment. If shares are
purchased shortly before the record date for a dividend or
capital gains distributions, a shareholder will pay the
full price for the share and receive some portion of the
price back as a taxable dividend or distribution.
COUNSEL AND INDEPENDENT ACCOUNTANTS
Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
Price Waterhouse LLP serves as the independent accountants
of the Trust.
CUSTODIAN AND WIRE AGENT
State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, acts as Custodian for the
assets of the International Equity, Emerging Markets
Equity, International Fixed Income and Emerging Markets
Debt Portfolios (the "Custodian"). The Custodian holds
cash, securities and other assets of the Trust as required
by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut
Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101,
acts as wire agent of the Trust's assets.
DESCRIPTION OF
PERMITTED INVESTMENTS
AND RISK FACTORS
____________________________________________________________________________
The following is a description of certain of the permitted
investment practices for the Portfolios, and the associated
risk factors:
AMERICAN DEPOSITARY RECEIPTS ("ADRS"),
CONTINENTAL DEPOSITARY RECEIPTS ("CDRS"),
EUROPEAN DEPOSITARY RECEIPTS ("EDRS") AND
GLOBAL DEPOSITARY RECEIPTS ("GDRS")
ADRs are securities, typically issued by a U.S. financial
institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by a
foreign issuer and deposited with the depositary. EDRs,
which are sometimes referred to as Continental Depositary
Receipts ("CDRs"), are securities, typically issued by a
non-U.S. financial institution, that evidence ownership
interests in a security or a pool of securities issued by
either a U.S. or foreign issuer. GDRs are issued globally
and evidence a similar ownership arrangement. Generally,
ADRs are designed for trading in the U.S. securities
market, EDRs are designed for trading in European
Securities Markets and GDRs are designed for trading in
non-U.S. Securities Markets. ADRs, EDRs, CDRs and GDRs may
be available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security
underlying the receipt and a depositary, whereas an
unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's
underlying security.
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BRADY BONDS
Certain debt obligations, customarily referred to as "Brady
Bonds," are created through the exchange of existing
commercial bank loans to foreign entities for new
obligations in connection with debt restructuring under a
plan introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the "Brady Plan"). Brady Bonds have been
issued only recently, and, accordingly, do not have a long
payment history. They may be fully or partially
collateralized or uncollateralized and issued in various
currencies (although most are U.S. dollar denominated) and
they are actively traded in the over-the-counter secondary
market. U.S. dollar denominated, collateralized Brady
Bonds, which may be fixed rate par bonds or floating rate
discount bonds, are generally collateralized in full as to
principal due at maturity by U.S. Treasury zero coupon
obligations which have the same maturity as the Brady
Bonds. Certain interest payments on these Brady Bonds may
be collateralized by cash or securities in an amount that,
in the case of fixed rate bonds, is typically equal to
between 12 and 18 months of rolling interest payments or,
in the case of floating rate bonds, initially is typically
equal to between 12 and 18 months rolling interest payments
based on the applicable interest rate at that time and is
adjusted at regular intervals thereafter with the balance
of interest accruals in each case being uncollateralized.
Payment of interest and (except in the case of principal
collateralized Brady Bonds) principal on Brady Bonds with
no or limited collateral depends on the willingness and
ability of the foreign government to make payment. In the
event of a default on collateralized Brady Bonds for which
obligations are accelerated, the collateral for the payment
of principal will not be distributed to investors, nor will
such obligations be sold and the proceeds distributed. The
collateral will be held by the collateral agent to the
scheduled maturity of the defaulted Brady Bonds, which will
continue to be outstanding, at which time the fact amount
of the collateral will equal the principal payments which
would have then been due on the Brady Bonds in the normal
course.
CONVERTIBLE SECURITIES
Convertible securities are securities that are exchangeable
for a set number of another security at a prestated price.
Convertible securities typically have characteristics
similar to both fixed income and equity securities. Because
of the conversion feature, the market value of a
convertible security tends to move with the market value of
the underlying stock. The value of a convertible security
is also affected by prevailing interest rates, the credit
quality of the issuer, and any call provisions.
DERIVATIVES
Derivatives are securities that derive their value from
other securities, assets or indices. The following are
considered derivative securities: options on futures,
futures, options (e.g., puts and calls), swap agreements,
mortgage-backed securities (e.g., CMOs, REMICs, IOs and
POs), when-issued securities and forward commitments,
floating and variable rate securities, convertible
securities, "stripped" U.S. Treasury securities (e.g.,
Receipts and STRIPs), privately issued stripped securities
(e.g., TGRs, TRs and CATS). See elsewhere in this
"Description of Permitted Investments and Risk Factors" for
discussions of these various instruments.
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DOLLAR ROLLS
"Dollar rolls" are transactions in which securities are
sold for delivery in the current month and the seller
simultaneously contracts to repurchase substantially
similar securities on a specified future date. The
difference between the sale price and the purchase price
(plus any interest earned on the cash proceeds of the sale)
is netted against the interest income foregone on the
securities sold to arrive at an implied borrowing rate.
Alternatively, the sale and purchase transactions can be
executed at the same price, with the Portfolio being paid a
fee as consideration for entering into the commitment to
purchase.
EUROBONDS
A Eurobond is a bond denominated in U.S. dollars or other
currencies and sold to investors outside of the country
whose currency is used. Eurobonds may be issued by
government or corporate issuers, and are typically
underwritten by banks and brokerage firms from numerous
countries. While Eurobonds typically pay principal and
interest in Eurodollars, U.S. dollars held in banks outside
of the United States, they may pay principal and interest
in other currencies.
FORWARD FOREIGN CURRENCY CONTRACTS
A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, agreed
upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.
At the maturity of a forward contract, the Portfolio
may either sell a portfolio security and make delivery of
the foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the
same maturity date, the same amount of the foreign
currency. The Portfolio may realize a gain or loss from
currency transactions.
FUTURES AND OPTIONS ON FUTURES
Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a
specific security at a specified future time and at a
specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a
position in a futures contract at a specified exercise
price during the term of the option. A Portfolio may use
futures contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held
or expected to be acquired or be disposed of, to minimize
fluctuations in foreign currencies, or to gain exposure to
a particular market or instrument. A Portfolio will
minimize the risk that it will be unable to close out a
futures contract by only entering into futures contracts
which are traded on national futures exchanges.
A stock index futures contract is a bilateral
agreement pursuant to which two parties agree to take or
make delivery of an amount of cash equal to a specified
dollar amount times the difference between the stock index
value at the close of trading of the contract and the price
at which the futures contract is originally struck. No
physical
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delivery of the stocks comprising the Index is made;
generally contracts are closed out prior to the expiration
date of the contract.
In order to avoid leveraging and related risks, when
a Portfolio purchases futures contracts, it will
collateralize its position by depositing an amount of cash
or cash equivalents, equal to the market value of the
futures positions held, less margin deposits, in a
segregated account with the Trust's custodian. Collateral
equal to the current market value of the futures position
will be marked to market on a daily basis.
A Portfolio may enter into futures contracts and
options on futures contracts traded on an exchange
regulated by the Commodities Futures Trading Commission
("CFTC"), as long as, to the extent that such transactions
are not for "bona fide hedging purposes," the aggregate
initial margin and premiums on such positions (excluding
the amount by which such options are in the money) do not
exceed 5% of a Portfolio's net assets.
There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in
markets and movements in interest rates; (2) there may be
an imperfect or no correlation between the changes in
market value of the securities held by the Portfolio and
the prices of futures and options on futures; (3) there may
not be a liquid secondary market for a futures contract or
option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may
restrict trading in futures contracts and futures options.
HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES
Investing in fixed and floating rate high yield foreign
sovereign debt securities will expose a Portfolio to the
direct or indirect consequences of political, social or
economic changes in the countries that issue the
securities. The ability and willingness of sovereign
obligors in developing and emerging market countries or the
governmental authorities that control repayment of their
external debt to pay principal and interest on such debt
when due may depend on general economic and political
conditions within the relevant country. Countries such as
those in which a Portfolio may invest have historically
experienced, and may continue to experience, high rates of
inflation, high interest rates, exchange rate trade
difficulties and extreme poverty and unemployment. Many of
these countries are also characterized by political
uncertainty or instability. Additional factors which may
influence the ability or willingness to service debt
include, but are not limited to, a country's cash flow
situation, the availability of sufficient foreign exchange
on the date a payment is due, the relative size of its debt
service burden to the economy as a whole, and its
government's policy towards the International Monetary
Fund, the World Bank and other international agencies.
The ability of a foreign sovereign obligor to make
timely payments on its external debt obligations will also
be strongly influenced by the obligor's balance of
payments, including export performance, its access to
international credits and investments, fluctuations in
interest rates and the extent of its foreign reserves. A
country whose
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exports are concentrated in a few commodities or whose
economy depends on certain strategic imports could be
vulnerable to fluctuations in international prices of these
commodities or imports. To the extent that a country
receives payment for its exports in currencies other than
dollars, its ability to make debt payments denominated in
dollars could be adversely affected. If a foreign sovereign
obligor cannot generate sufficient earnings from foreign
trade to service its external debt, it may need to depend
on continuing loans and aid from foreign governments,
commercial banks and multilateral organizations, and
inflows of foreign investment. The commitment on the part
of these foreign governments, multilateral organizations
and others to make such disbursements may be conditioned on
the government's implementation of economic reforms and/or
economic performance and the timely service of its
obligations. Failure to implement such reforms, achieve
such levels of economic performance or repay principal or
interest when due may result in the cancellation of such
third parties' commitments to lend funds, which may further
impair the obligor's ability or willingness to timely
service its debts.
ILLIQUID SECURITIES
Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price at
which they are being carried on a Portfolio's books.
Illiquid securities include demand instruments with demand
notice periods exceeding seven days, securities for which
there is no active secondary market, and repurchase
agreements with maturities or durations over seven days in
length. In addition, the Emerging Markets Equity Portfolio
believes that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements,
unlisted securities and other similar situations
(collectively, "special situations") could enhance the
Portfolio's capital appreciation potential. To the extent
these investments are deemed illiquid, the Emerging Markets
Equity Portfolio's investment in them will be consistent
with its 15% restriction on investment in illiquid
securities. Investments in special situations and certain
other instruments may be liquid, as determined by the
Portfolio's advisers based on criteria approved by the
Board of Trustees.
INVESTMENT COMPANIES
Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. A Portfolio
does not intend to invest in other investment companies
unless, in the judgment of its advisers, the potential
benefits of such investments exceed the associated costs
relative to the benefits and costs associated with direct
investments in the underlying securities.
Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities and are
subject to limitations under the 1940 Act. A Portfolio also
may incur tax liability to the extent it invests in the
stock of a foreign issuer that constitutes a "passive
foreign investment company."
LOAN PARTICIPATIONS AND ASSIGNMENTS
Loan participations are interests in loans to U.S.
corporations which are administered by the lending bank or
agent for a syndicate of lending banks, and sold by the
lending bank
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or syndicate member ("intermediary bank"). In a loan
participation, the borrower corporation will be deemed to
be the issuer of the participation interest except to the
extent the Portfolio derives its rights from the
intermediary bank. Because the intermediary bank does not
guarantee a loan participation in any way, a loan
participation is subject to the credit risks generally
associated with the underlying corporate borrower. In the
event of the bankruptcy or insolvency of the corporate
borrower, a loan participation may be subject to certain
defenses that can be asserted by such borrower as a result
of improper conduct by the intermediary bank. In addition,
in the event the underlying corporate borrower fails to pay
principal and interest when due, the Portfolio may be
subject to delays, expenses and risks that are greater than
those that would have been involved if the Portfolio had
purchased a direct obligation of such borrower. Under the
terms of a loan participation, the Portfolio may be
regarded as a creditor of the intermediary bank, (rather
than of the underlying corporate borrower), so that the
Portfolio may also be subject to the risk that the
intermediary bank may become insolvent. The secondary
market, if any, for these loan participations is limited.
Loan assignments are investments in assignments of
all or a portion of certain loans from third parties. When
a Portfolio purchases assignments from lenders it will
acquire direct rights against the borrower on the loan.
Since assignments are arranged through private negotiations
between potential assignees and assignors, however, the
rights and obligations acquired by the Portfolio may differ
from, and be more limited than, those held by the assigning
lender. Loan participations and assignments are considered
to be illiquid.
MONEY MARKET INSTRUMENTS
Money market securities are high-quality, dollar and non
dollar-denominated, short-term debt instruments. They
consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S.
banks and U.S. branches of foreign banks; (ii) U.S.
Treasury obligations and obligations of agencies and
instrumentalities of the U.S. Government; (iii)
high-quality commercial paper issued by U.S. and foreign
corporations; (iv) debt obligations with a maturity of one
year or less issued by corporations and governments that
issue high-quality commercial paper or similar securities;
and (v) repurchase agreements involving any of the
foregoing obligations entered into with highly-rated banks
and broker-dealers.
OBLIGATIONS OF SUPRANATIONAL ENTITIES
Supranational entities are entities established through the
joint participation of several governments, including the
Asian Development Bank, the Inter-American Development
Bank, International Bank for Reconstruction and Development
(World Bank), African Development Bank, European Economic
Community, European Investment Bank and the Nordic
Investment Bank. The governmental members, or "stock
holders," usually make initial capital contributions to the
supranational entity and, in many cases, are committed to
make additional capital contributions if the supranational
entity is unable to repay its borrowings.
OPTIONS
A put option gives the purchaser of the option the right to
sell, and the writer of the option the obligation to buy,
the underlying security at any time during the option
period.
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A call option gives the purchaser of the option the right
to buy, and the writer of the option the obligation to
sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration
for undertaking the obligations under the option contract.
A Portfolio may purchase and write put and call
options on indices and enter into related closing
transactions. Put and call options on indices are similar
to options on securities except that options on an index
give the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the
underlying index is greater than (or less than, in the case
of puts) the exercise price of the option. This amount of
cash is equal to the difference between the closing price
of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number.
Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index
generally, rather than the price movements in individual
securities.
A Portfolio may purchase and write put and call
options on foreign currencies (traded on U.S. and foreign
exchanges or over-the-counter markets), to manage its
exposure to exchange rates. Call options on foreign
currency written by a Portfolio will be "covered," which
means that the Portfolio will own an equal amount of the
underlying foreign currency. With respect to put options on
foreign currency written by a Portfolio, the Portfolio will
establish a segregated account with its custodian
consisting of cash or liquid, high grade debt securities in
an amount equal to the amount the Portfolio would be
required to pay upon exercise of the put.
All options written on indices must be covered. When
a Portfolio writes an option on an index, it will establish
a segregated account containing cash or liquid, high grade
debt securities with its custodian in an amount at least
equal to the market value of the option and will maintain
the account while the option is open, or will otherwise
cover the transaction.
RISK FACTORS: Risks associated with options
transactions include: (1) the success of a hedging strategy
may depend on an ability to predict movements in the prices
of individual securities, fluctuations in markets and
movements in interest rates; (2) there may be an imperfect
correlation between the movement in prices of options and
the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while a
Portfolio will receive a premium when it writes covered
call options, it may not participate fully in a rise in the
market value of the underlying security.
PRIVATIZATIONS
Privatizations are foreign government programs for selling
all or part of the interests in government owned or
controlled enterprises. The ability of a U.S. entity to
participate in privatizations in certain foreign countries
may be limited by local law, or the terms on which a
Portfolio may be permitted to participate may be less
advantageous than those applicable for local investors.
There can be no assurance that foreign governments will
continue to sell their interests in companies currently
owned or controlled by them or that privatization programs
will be successful.
29
<PAGE>
RECEIPTS
Receipts are sold as zero coupon securities, which means
that they are sold at a substantial discount and redeemed
at face value at their maturity date without interim cash
payments of interest or principal. This discount is
accreted over the life of the security, and such accretion
will constitute the income earned on the security for both
accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate
volatility than interest paying investments.
REPURCHASE AGREEMENTS
Repurchase agreements are agreements by which a Portfolio
obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from the date of purchase. Repurchase
agreements are considered loans under the 1940 Act.
REVERSE REPURCHASE AGREEMENTS
Certain Portfolios may borrow funds for temporary purposes
by entering into reverse repurchase agreements. Pursuant to
such agreements, a Portfolio would sell portfolio
securities to financial institutions such as banks and
broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. A Portfolio enters into reverse
repurchase agreements only to avoid otherwise selling
securities during unfavorable market conditions to meet
redemptions. At the time the Portfolio enters into a
reverse repurchase agreement, it places in a segregated
custodial account liquid assets such as U.S. Government
securities or other liquid high-grade debt securities
having a value equal to the repurchase price (including
accrued interest), and will subsequently monitor the
account to ensure that such equivalent value is maintained.
Reverse repurchase agreements involve the risk that the
market value of the securities sold by a Portfolio may
decline below the price at which it is obligated to
repurchase the securities. Reverse repurchase agreements
are considered to be borrowings by a Portfolio under the
1940 Act.
SECURITIES LENDING
In order to generate additional income, a Portfolio may
lend securities which it owns pursuant to agreements
requiring that the loan be continuously secured by
collateral consisting of cash or securities of the U.S.
Government or its agencies equal to at least 100% of the
market value of the loaned securities. A Portfolio
continues to receive interest on the loaned securities
while simultaneously earning interest on the investment of
cash collateral. Collateral is marked to market daily.
There may be risks of delay in recovery of the securities
or even loss of rights in the collateral should the
borrower of the securities fail financially or become
insolvent.
SHORT SALES
A Portfolio may only sell securities short "against the
box." A short sale is "against the box" if at all times
during which the short position is open, the Portfolio owns
at least an equal amount of the securities or securities
convertible into, or exchangeable without further
consideration for, securities of the same issue as the
securities that are sold short.
STRUCTURED SECURITIES
The Emerging Markets Debt Portfolio may invest a portion of
its assets in entities organized and operated solely for
the purpose of restructuring the investment characteristics
of sovereign debt obligations. This type of restructuring
involves the deposit with, or purchase by, an entity, such
as a corporation or trust, or specified instruments (such
as commercial bank loans or Brady Bonds) and the issuance
by that entity of one or
30
<PAGE>
more classes of securities ("Structured Securities") backed
by, or representing interests in, the underlying
instruments. The cash flow on the underlying instruments
may be apportioned among the newly issued Structured
Securities to create securities with different investment
characteristics, such as varying maturities, payment
priorities and interest rate provisions, and the extent of
the payments made with respect to Structured Securities is
dependent on the extent of the cash flow on the underlying
instruments. Because Structured Securities of the type in
which the Portfolio anticipates it will invest typically
involve no credit enhancement, their credit risk generally
will be equivalent to that of the underlying instruments.
The Portfolio is permitted to invest in a class of
Structured Securities that is either subordinated or
unsubordinated to the right of payment of another class.
Subordinated Structured Securities typically have higher
yields and present greater risks than unsubordinated
Structured Securities. Structured Securities are typically
sold in private placement transactions, and there currently
is no active trading market for Structured Securities.
Certain issuers of such structured securities may be deemed
to be "investment companies" as defined in the 1940 Act. As
a result, the Portfolio's investment in such securities may
be limited by certain investment restrictions contained in
the 1940 Act.
SWAPS, CAPS, FLOORS AND COLLARS
Interest rate swaps, mortgage swaps, currency swaps and
other types of swap agreements such as caps, floors and
collars are designed to permit the purchaser to preserve a
return or spread on a particular investment or portion of
its portfolio, and to protect against any increase in the
price of securities a Portfolio anticipates purchasing at a
later date.
Swap agreements will tend to shift a Portfolio's
investment exposure from one type of investment to another.
Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a
Portfolio's investment and their share price and yield.
U.S. GOVERNMENT AGENCY SECURITIES
Obligations issued or guaranteed by agencies of the U.S.
Government, including, among others, the Federal Farm
Credit Bank, the Federal Housing Administration and the
Small Business Administration and obligations issued or
guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage
Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the full
faith and credit of the U.S. Treasury (e.g., Government
National Mortgage Association Securities), and others are
supported by the right of the issuer to borrow from the
Treasury (e.g., Federal Farm Credit Bank Securities), while
still others are supported only by the credit of the
instrumentality (e.g., Fannie Mae Securities).
U.S. TREASURY OBLIGATIONS
U.S. Treasury obligations consist of bills, notes and bonds
issued by the U.S. Treasury, as well as separately traded
interest and principal component parts of such obligations,
known as Separately Traded Registered Interest and
Principal Securities ("STRIPS"), that are transferable
through the Federal book-entry system.
31
<PAGE>
U.S. TREASURY RECEIPTS
U.S. Treasury receipts are interests in separately traded
interest and principal component parts of U.S. Treasury
obligations that are issued by banks or brokerage firms and
are created by depositing U.S. Treasury notes and
obligations into a special account at a custodian bank. The
custodian holds the interest and principal payments for the
benefit of the registered owners of the certificates of
receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains
the register.
VARIABLE AND FLOATING RATE INSTRUMENTS
Certain obligations may carry variable or floating rates of
interest and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates
which are not fixed, but which vary with changes in
specified market rates or indices. The interest rates on
these securities may be reset daily, weekly, quarterly or
at some other interval, and may have a floor or ceiling on
interest rate changes.
WARRANTS
Warrants are instruments giving holders the right, but not
the obligation, to buy equity or fixed-income securities of
a company at a given price during a specified period.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
When-issued or delayed delivery transactions involve the
purchase of an instrument with payment and delivery taking
place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the
purchase commitment. A Portfolio will maintain with its
Custodian a separate account with liquid, high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date, and no interest accrues
to a Portfolio before settlement.
ZERO COUPON, PAY IN-KIND AND DEFERRED PAYMENT SECURITIES
Zero coupon securities are securities that are sold at a
discount to par value and securities on which interest
payments are not made during the life of the security. Upon
maturity, the holder is entitled to receive the par value
of the security. While interest payments are not made on
such securities, holders of such securities are deemed to
have received "phantom income" annually. Because a
Portfolio will distribute its "phantom income" to
shareholders, to the extent that shareholders elect to
receive dividends in cash rather than reinvesting such
dividends in additional shares, a Portfolio will have fewer
assets with which to purchase income producing securities.
Zero coupon, pay-in-kind and deferred payment securities
may be subject to greater fluctuation in value and lesser
liquidity in the event of adverse market conditions that
comparably rated securities paying cash interest at regular
interest payment periods.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
32
<PAGE>
TABLE OF CONTENTS
_________________________________________________________________
<TABLE>
<S> <C>
Annual Operating Expenses........................ 2
Financial Highlights............................. 3
The Trust........................................ 4
Investment Objectives and Policies............... 4
General Investment Policies and Risk Factors..... 8
Investment Limitations........................... 10
The Manager...................................... 12
The Advisers..................................... 12
The Sub-Advisers................................. 14
Distribution and Shareholder Servicing........... 17
Purchase and Redemption of Shares................ 18
Performance...................................... 20
Taxes............................................ 20
General Information.............................. 21
Description of Permitted Investments and Risk
Factors......................................... 23
</TABLE>
<PAGE>
PROSPECTUS
JUNE 30, 1997
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference. It concisely sets forth information that can help you decide
if the Portfolio's investment goals match your own.
A Statement of Additional Information (SAI) dated June 30, 1997, has been filed
with the Securities and Exchange Commission (the "SEC") and is available upon
request and without charge by writing the Distributor, SEI Financial Services
Company, Oaks, Pennsylvania 19456, or by calling 1-800-437-6016. The Statement
of Additional Information is incorporated by reference into this Prospectus.
SEI International Trust (the "Trust") is an open-end management investment
company that offers shareholders a convenient means of investing their funds in
one or more professionally managed diversified and non-diversified portfolios of
securities. The International Equity Portfolio, an investment portfolio of the
Trust, offers two classes of shares, Class A shares and Class D shares. Class D
shares differ from Class A shares primarily in the imposition of sales charges
and the allocation of certain distribution expenses and transfer agent fees.
Class D shares are available through SEI Financial Services Company (the Trust's
distributor) and through participating broker-dealers, financial institutions
and other organizations. This Prospectus relates to the Class D shares of the
International Equity Portfolio (the "Portfolio").
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<PAGE>
HOW TO READ THIS PROSPECTUS ____________________________________________________
This Prospectus gives you information that you should know about the Portfolio
before investing. Brief descriptions are also provided throughout the Prospectus
to better explain certain key points. To find these helpful guides, look for
this symbol.
FUND HIGHLIGHTS
___________________________________________________________________
The following summary provides basic information about the Class D shares of the
Trust's International Equity Portfolio. This summary is qualified in its
entirety by reference to the more detailed information provided elsewhere in
this Prospectus and in the Statement of Additional Information.
INVESTMENT OBJECTIVE AND POLICIES
Below is the investment objective and policies for the
Portfolio. For more information, see "Investment Objective
and Policies," "General Investment Policies" and
"Description of Permitted Investments and Risk Factors."
INTERNATIONAL EQUITY PORTFOLIO
The International Equity
Portfolio seeks to provide
long-term capital appreciation
by investing primarily in a
diversified portfolio of equity
securities of non-U.S. issuers.
UNDERSTANDING RISK
Shares of the Portfolio, like
shares of any mutual fund, will
fluctuate in value, and when you
sell your shares, they may be
worth more or less than what you
paid for them. The Portfolio may
invest in equity securities that
are affected by market and
economic factors, and in fixed
income securities that tend to
vary inversely with interest
rates and may be affected by
other market and economic
factors as well, which may cause
these securities to fluctuate in
value. Investing in the
securities of foreign companies
involves special risks and
considerations not typically
associated with investing in
U.S. companies. In addition,
there can be no assurance that
any Portfolio will achieve its
investment objective. See
"Investment Objectives and
Policies" and "Description of
Permitted Investments and Risk
Factors."
<TABLE>
<S> <C>
FUND HIGHLIGHTS................................... 2
TABLE OF
CONTENTS
PORTFOLIO EXPENSES................................ 4
FINANCIAL HIGHLIGHTS.............................. 5
YOUR ACCOUNT AND DOING BUSINESS WITH US........... 6
INVESTMENT OBJECTIVE AND POLICIES................. 9
GENERAL INVESTMENT POLICIES AND RISK FACTORS...... 10
INVESTMENT LIMITATIONS............................ 11
THE MANAGER AND SHAREHOLDER SERVICING AGENT....... 12
THE ADVISER....................................... 12
THE SUB-ADVISERS.................................. 13
DISTRIBUTION...................................... 15
PERFORMANCE....................................... 16
TAXES............................................. 17
ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH
US........................................... 18
GENERAL INFORMATION............................... 23
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK
FACTORS...................................... 25
</TABLE>
2
<PAGE>
MANAGEMENT PROFILE
SEI Financial Management
Corporation ("SFM") serves as
the investment adviser for the
International Equity Portfolio.
Acadian Asset Management, Inc.,
Farrell Wako Global Investment,
Inc., Lazard London
International Investment
Management Limited, Seligman
Henderson Co. and Yamaichi
Capital Management, Inc. and
Yamaichi Capital Management
(Singapore) Limited each serve
as an investment sub-adviser for
a portion of the assets of the
International Equity Portfolio.
SEI Fund Management serves as
the manager and shareholder servicing agent of the Trust.
DST Systems, Inc. acts as the transfer agent (the "Transfer
Agent") of the Class D shares of the Trust. SEI Financial
Services Company acts as distributor ("Distributor") of the
Trust's shares. See "The Manager and Shareholder Servicing
Agent," "The Adviser," "The Sub-Advisers" and
INVESTMENT "Distribution."
PHILOSOPHY
BELIEVING THAT NO SINGLE INVESTMENT ADVISER CAN DELIVER OUTSTANDING PERFORMANCE
IN EVERY INVESTMENT CATEGORY, ONLY THOSE ADVISERS WHO HAVE DISTINGUISHED
THEMSELVES WITHIN THEIR AREAS OF SPECIALIZATION ARE SELECTED TO ADVISE OUR
MUTUAL FUNDS.
YOUR ACCOUNT AND DOING BUSINESS WITH US
You may open an account with just $1,000 and make
additional investments with as little as $100. Class D
shares of the Portfolio are offered at net asset value per
share plus a maximum sales charge at the time of purchase
of 5.00%. Shareholders who purchase higher amounts may
qualify for a reduced sales charge. Redemptions of the
Portfolio's shares are made at net asset value per share.
See "Your Account and Doing Business with Us" and
"Additional Information About Doing Business With Us."
DIVIDENDS
Substantially all of the net investment income (exclusive
of capital gains) of the Portfolio is periodically declared
and paid as a dividend. Any realized net capital gain is
distributed at least annually. Distributions are paid in
additional shares unless you elect to take the payment in
cash. See "Dividends."
INFORMATION/SERVICE CONTACTS
For more information about Class D shares call
1-800-437-6016.
3
<PAGE>
PORTFOLIO EXPENSES
_______________________________________________________________
The purpose of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the Class D shares.
SHAREHOLDER TRANSACTION EXPENSES (AS A PERCENTAGE OF OFFERING PRICE)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INTERNATIONAL
EQUITY PORTFOLIO
----------------
<S> <C>
Maximum Sales Charge Imposed on Purchases 5.00%
Maximum Sales Charge Imposed on Reinvested
Dividends None
Redemption Fees (1) None
</TABLE>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Management/Advisory Fees (AFTER FEE WAIVER)
(2) .86%
12b-1 Fees (AFTER FEE WAIVER)(3) .25%
Other Expenses .44%
- ---------------------------------------------------------
Total Operating Expenses (AFTER FEE WAIVERS)
(4) 1.55%
- ---------------------------------------------------------
</TABLE>
(1) A CHARGE, CURRENTLY $10.00, IS IMPOSED ON WIRES OF REDEMPTION PROCEEDS OF
THE PORTFOLIO'S CLASS D SHARES.
(2) SEI FUND MANAGEMENT ("SEI MANAGEMENT") AND THE ADVISER HAVE WAIVED, ON A
VOLUNTARY BASIS, A PORTION OF THEIR FEE, AND MANAGEMENT/ADVISORY FEES SHOWN
REFLECT THESE WAIVERS. SEI MANAGEMENT AND THE ADVISER EACH RESERVE THE RIGHT
TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH FEE
WAIVER, MANAGEMENT/ADVISORY FEES FOR THE PORTFOLIO WOULD BE .96%.
MANAGEMENT/ADVISORY FEES HAVE BEEN RESTATED TO REFLECT CURRENT EXPENSES.
(3) THE 12B-1 FEES SHOWN REFLECT THE DISTRIBUTOR'S VOLUNTARY WAIVER OF A PORTION
OF ITS COMPENSATORY FEE. THE DISTRIBUTOR RESERVES THE RIGHT TO TERMINATE ITS
WAIVER AT ANY TIME IN ITS SOLE DISCRETION. THE MAXIMUM 12B-1 FEE PAYABLE BY
THE CLASS D SHARES OF THE PORTFOLIO IS .30%.
(4) ABSENT THE VOLUNTARY FEE WAIVERS DESCRIBED ABOVE, THE TOTAL OPERATING
EXPENSES WOULD BE 1.70% FOR THE INTERNATIONAL EQUITY PORTFOLIO. ADDITIONAL
INFORMATION MAY BE FOUND UNDER "THE ADVISER," "THE SUB-ADVISERS" AND "THE
MANAGER AND SHAREHOLDER SERVICING AGENT."
EXAMPLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------- ------- ------- --------
<S> <C> <C> <C> <C>
An investor in the Portfolio would pay the
following expenses on a $1000 investment
assuming (1) imposition of the maximum sales
charge, (2) a 5% annual return and (3)
redemption at the end of each time period:
International Equity $ 65 $ 97 $ 130 $ 225
- -------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE PURPOSE OF THE EXPENSE TABLE AND EXAMPLE IS TO ASSIST THE INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY
BORNE BY INVESTORS IN CLASS D SHARES OF THE PORTFOLIO. THE PORTFOLIO ALSO OFFERS
CLASS A SHARES, WHICH ARE SUBJECT TO THE SAME EXPENSES, EXCEPT THAT THERE ARE NO
SALES CHARGES, DIFFERENT DISTRIBUTION COSTS AND NO TRANSFER AGENT COSTS.
ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE MANAGER AND SHAREHOLDER SERVICING
AGENT," "THE ADVISER," "THE SUB-ADVISERS" AND "DISTRIBUTION."
THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THAT THE MAXIMUM
SALES CHARGE BE REFLECTED IN THE ABOVE TABLE. HOWEVER, CERTAIN INVESTORS MAY
QUALIFY FOR REDUCED SALES CHARGES. SEE "PURCHASE OF SHARES." LONG-TERM
SHAREHOLDERS MAY PAY MORE THAN THE ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END
SALES CHARGES OTHERWISE PERMITTED BY THE CONDUCT RULES OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.
4
<PAGE>
FINANCIAL HIGHLIGHTS
______________________________________________________________
The following information has been audited by Price Waterhouse LLP, the Trust's
independent accountants, as indicated in their report dated April 1O, 1996 on
the Trust's financial statements as of February 29, 1996, incorporated into the
Trust's Statement of Additional Information. The Trust's financial statements
and additional performance information are set forth in the 1996 Annual Report
to Shareholders, which is available upon request and without charge by calling
1-800-437-6016. This table should be read in conjunction with the Trust's
financial statements and notes thereto.
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
FOR THE PERIODS ENDED FEBRUARY 28,
<TABLE>
<CAPTION>
NET ASSET NET DISTRIBUTIONS NET
VALUE INVESTMENT NET REALIZED AND FROM NET DISTRIBUTIONS ASSETS
BEGINNING INCOME/ UNREALIZED INVESTMENT FROM RETAINED RETURN OF END OF TOTAL
OF PERIOD (LOSS) GAINS/(LOSSES) INCOME(2) CAPITAL GAINS CAPITAL PERIOD RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
- ------------------
INTERNATIONAL
EQUITY PORTFOLIO
- ------------------
CLASS D
1996 $ 9.56 $0.04 $ 1.50 $(0.18) $(0.99) -- $ 9.93 16.77%
1995 (1) 10.81 0.01 (0.67) -- (0.59) -- 9.56 (6.33)%
<CAPTION>
RATIO OF
END OF EXPENSES TO (LOSS) TO NET ASSETS ASSETS PORTFOLIO AVERAGE
PERIOD AVERAGE NET AVERAGE (EXCLUDING (EXCLUDING TURNOVER COMMISSION
(000) ASSETS NET ASSETS WAIVERS) WAIVERS) RATE RATE+
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------
- ------------------
INTERNATIONAL
EQUITY PORTFOLIO
- ------------------
CLASS D
1996 $ 199 1.65% 0.58% 1.90% 0.33% 102%
1995 (1) 51 1.47% 0.42% 1.48% 0.41% 64%
</TABLE>
(1) INTERNATIONAL EQUITY CLASS D SHARES WERE OFFERED BEGINNING MAY 1, 1994. ALL
RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(2) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN
FOREIGN CURRENCY GAINS AND LOSSES.
+ AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.
5
<PAGE>
YOUR ACCOUNT AND DOING BUSINESS WITH US ______________________________________
Class D shares of the Portfolio are sold on a continuous basis and may be
purchased directly from the Trust's Transfer Agent, DST Systems, Inc. Shares may
also be purchased through financial institutions, broker-dealers, or other
organizations ("Intermediaries") which have established a dealer agreement or
other arrangement with SEI Financial Services Company. For more information
about the following topics, see "Additional Information About Doing Business
with Us."
- --------------------------------------------------------------------------------
HOW TO BUY, SELL AND EXCHANGE SHARES THROUGH INTERMEDIARIES
Class D shares of the Portfolio may be purchased through
Intermediaries which provide various levels of shareholder
services to their customers. Contact your Intermediary for
information about the services
available to you and for
specific instructions on how to
buy, sell and exchange shares.
To allow for processing and
transmittal of orders to the
Transfer Agent (or its
authorized agent) on the same
day, Intermediaries may impose
earlier cut-off times for
receipt of purchase orders.
Certain Intermediaries may
charge customer account fees.
Information concerning
shareholder services and any
charges will be provided to the
WHAT IS AN customer by the Intermediary.
INTERMEDIARY?
ANY ENTITY, SUCH AS A BANK, BROKER-DEALER, OTHER FINANCIAL INSTITUTION,
ASSOCIATION OR ORGANIZATION THAT HAS ENTERED INTO AN AGREEMENT WITH THE
DISTRIBUTOR TO SELL CLASS D SHARES OF THE PORTFOLIO TO THEIR CUSTOMERS.
The shares you purchase through an Intermediary may
be held "of record" by that Intermediary. If you want to
transfer the registration of shares beneficially owned by
you, but held "of record" by an Intermediary, you should
call the Intermediary to request this change.
HOW TO BUY SHARES FROM THE TRANSFER AGENT
Account Application forms can be obtained by calling
1-800-437-6016.
OPENING AN ACCOUNT BY CHECK
You may buy Class D shares by mailing a completed
application and a check (or other negotiable bank
instrument or money order) to the Transfer Agent. All
purchases made by check should be in U.S. dollars and made
payable to "Class D shares (Portfolio Name)." Third party
checks, credit cards, credit card checks and cash will not
be accepted. When purchases are made by check, redemption
proceeds will not be forwarded until the investment being
redeemed has been in the account for 15 days. If you send a
check that does not clear, the purchase will be canceled
and you could be liable for any losses or fees incurred.
BY FED WIRE
To buy shares by Fed Wire, call toll-free at
1-800-437-6016.
AUTOMATIC INVESTMENT PLAN ("AIP")
You may systematically buy Class D shares through
deductions from your checking or savings accounts, provided
these accounts are maintained through banks which are part
of the Automated Clearing House ("ACH") system. You may
purchase shares on a fixed schedule (semi-monthly or
monthly) with amounts as low as $25, or as high as
$100,000.
6
<PAGE>
Upon notice, the amount you commit to the AIP may be
changed or canceled at any time. The AIP is subject to
account minimum initial purchase amounts and minimum
maintained balance requirements.
OTHER INFORMATION ABOUT BUYING SHARES SALES CHARGES
Your purchase is subject to a sales charge which varies
depending on the size of your purchase. The following table
shows the regular sales charges on Class D shares of the
Portfolio to a "single purchaser," together with the
reallowance paid to dealers and the agency commission paid
to brokers (collectively the "commission"):
INTERNATIONAL EQUITY PORTFOLIO
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
SALES CHARGE AS REALLOWANCE AND
SALES CHARGE AS APPROPRIATE BROKERAGE COMMISSION
A PERCENTAGE OF PERCENTAGE OF NET AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ---------------------------------------------------------------------------------------
< $50,000 5.00% 5.26% 4.50%
$50,000 but < $100,000 4.50% 4.71% 4.00%
$100,000 but < $250,000 3.50% 3.63% 3.00%
$250,000 but < $500,000 2.50% 2.56% 2.00%
$500,000 but < $1,000,000 2.00% 2.04% 1.75%
$1,000,000 but < $2,000,000 1.00% 1.01% 1.00%
$2,000,000 but < $4,000,000 .50% .50% .50%
Over $4,000,000 none none none
- -----------------------------------------------------------------------------
</TABLE>
The commissions shown in the table above apply to
sales through Intermediaries. Under certain circumstances,
commissions up to the amount of the entire sales charge may
be re-allowed to certain Intermediaries, who might then be
deemed to be "underwriters" under the Securities Act of
1933.
RIGHT OF ACCUMULATION
A Right of Accumulation allows you, under certain
circumstances, to combine your current purchase with the
current market value of previously purchased shares of the
Portfolio and Class D shares of other portfolios in order
to obtain a reduced sales charge.
LETTER OF INTENT
A Letter of Intent allows you, under certain circumstances,
to aggregate anticipated purchases over a 13-month period
to obtain a reduced sales charge.
SALES CHARGE WAIVER
Certain shareholders may qualify for a sales charge waiver.
To determine whether or not you qualify for a sales charge
waiver see "Additional Information About Doing Business
with Us." Shareholders who qualify for a sales charge
waiver must notify the Transfer Agent before purchasing
shares.
7
<PAGE>
EXCHANGING SHARES_______________________________________________________________
WHEN CAN YOU EXCHANGE SHARES?
Once good payment for your shares has been received and
accepted (I.E., an account has been established), you may
exchange some or all of your shares for Class D shares of
SEI Tax Exempt Trust, SEI Liquid Asset Trust and SEI
Institutional Managed Trust ("SEI Funds"). Exchanges are
made at net asset value plus any applicable sales charge.
WHEN DO SALES CHARGES APPLY TO AN EXCHANGE?
Portfolios that are not money market portfolios currently
impose a sales charge on Class D shares. If you exchange
into one of these "non-money market" portfolios, you will
have to pay a sales charge on
any portion of your exchanged
Class D shares for which you
have not previously paid a sales
charge.
If you previously paid a
sales charge on your Class D
shares, no additional sales
charge will be assessed when you
exchange those Class D shares
for other Class D shares.
If you buy Class D shares
of a "non-money market" fund and
you receive a sales charge
waiver, you will be deemed to
have paid the sales charge for
purposes of this exchange
privilege. In calculating any
sales charge payable on your
exchange, the Trust will assume
that the first shares you
exchange are those on which you have already paid a sales
charge. Sales charge waivers may also be available under
certain circumstances described in the SEI Funds'
HOW DOES AN prospectuses.
EXCHANGE TAKE
PLACE?
WHEN MAKING AN EXCHANGE, YOU AUTHORIZE THE SALE OF YOUR SHARES OF THE PORTFOLIO
IN ORDER TO PURCHASE THE SHARES OF ANOTHER PORTFOLIO. IN OTHER WORDS, YOU ARE
EXECUTING A SELL ORDER AND THEN A BUY ORDER. THIS SALE OF YOUR SHARES IS A
TAXABLE EVENT WHICH COULD RESULT IN A TAXABLE GAIN OR LOSS.
The Trust reserves the right to change the terms and
conditions of the exchange privilege discussed herein, or
to terminate the exchange privilege, upon 60 days' notice.
The Trust also reserves the right to deny an exchange
request made within 60 days of the purchase of a non-money
market portfolio.
REQUESTING AN EXCHANGE OF SHARES
To request an exchange, you must provide proper
instructions in writing to the Transfer Agent. Telephone
exchanges will also be accepted if you previously elected
this option on your account application.
In the case of shares held "of record" by an
Intermediary but beneficially owned by you, you should
contact the Intermediary who will contact the Transfer
Agent and effect the exchange on your behalf.
HOW TO SELL SHARES THROUGH THE TRANSFER AGENT
To sell your shares, a written request for redemption in
good order must be received by the Transfer Agent. Valid
written redemption requests will be effective on receipt.
All shareholders of record must sign the redemption
request.
BY MAIL
For information about the proper form of redemption
requests, call 1-800-437-6016. You may also have the
proceeds mailed to an address of record or mailed (or sent
by ACH) to
8
<PAGE>
a commercial bank account previously designated on the
Account Application or specified by written instruction to
the Transfer Agent. There is no charge for having
redemption requests mailed to a designated bank account.
BY TELEPHONE
You may sell your shares by telephone if you previously
elected that option on the Account Application. You may
have the proceeds mailed to the address of record, wired or
sent by ACH to a commercial bank
account previously designated on
the Account Application. Under
most circumstances, payments
will be transmitted on the next
Business Day following receipt
of a valid telephone request for
redemption. Wire redemption
requests may be made by calling
the Transfer Agent at
1-800-437-6016, who will
subtract a wire redemption
charge (presently $10.00) from
the amount of the redemption.
SYSTEMATIC WITHDRAWAL PLAN ("SWP")
You may establish a systematic
withdrawal plan for an account
with a $10,000 minimum balance.
Under the plan, redemptions can
be automatically processed from accounts (monthly,
quarterly, semi-annually or annually) by check or by ACH
WHAT IS A with a minimum redemption amount of $50.
SIGNATURE
GUARANTEE?
A SIGNATURE GUARANTEE VERIFIES THE AUTHENTICITY OF YOUR SIGNATURE AND MAY BE
OBTAINED FROM ANY OF THE FOLLOWING: BANKS, BROKERS, DEALERS, CERTAIN CREDIT
UNIONS, SECURITIES EXCHANGE OR ASSOCIATION, CLEARING AGENCY OR SAVINGS
ASSOCIATION. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.
INVESTMENT OBJECTIVE
AND POLICIES
_______________________________________________________________________
INTERNATIONAL EQUITY PORTFOLIO
The International Equity
Portfolio seeks to provide
long-term capital appreciation
by investing primarily in a
diversified portfolio of equity
securities of non-U.S. issuers.
Under normal
circumstances, at least 65% of
the International Equity
Portfolio's assets will be
invested in equity securities of
non-U.S. issuers located in at
least three countries other than
the United States.
There can be no assurance
that the Portfolio will achieve
WHAT ARE its objective.
INVESTMENT
OBJECTIVES AND
POLICIES?
THE PORTFOLIO'S INVESTMENT OBJECTIVE IS A STATEMENT OF WHAT IT SEEKS TO ACHIEVE.
IT IS IMPORTANT TO MAKE SURE THAT THE INVESTMENT OBJECTIVE MATCHES YOUR OWN
FINANCIAL NEEDS AND CIRCUMSTANCES. THE INVESTMENT POLICIES SECTION SPELLS OUT
THE TYPES OF SECURITIES IN WHICH THE PORTFOLIO INVESTS.
9
<PAGE>
GENERAL INVESTMENT
POLICIES AND
RISK FACTORS
______________________________________________________________________
INTERNATIONAL EQUITY PORTFOLIO
Securities of non-U.S. issuers purchased by the Portfolio
will typically be listed on recognized foreign exchanges,
but also may be purchased on U.S. registered exchanges, in
the over-the-counter market or in the form of sponsored or
unsponsored American Depositary Receipts ("ADRs") traded on
registered exchanges or NASDAQ, or sponsored or unsponsored
European Depositary Receipts ("EDRs"), Continental
Depositary Receipts ("CDRs") or Global Depositary Receipts
("GDRs"). The Portfolio expects its investments to
emphasize both large and intermediate capitalization
companies.
The International Equity Portfolio may enter into
forward foreign currency contracts as a hedge against
possible variations in foreign exchange rates. The
Portfolio may enter into forward foreign currency contracts
to hedge a specific security transaction or to hedge a
portfolio position. These contracts may be bought or sold
to protect the Portfolio, to some degree, against a
possible loss resulting from an adverse change in the
relationship between foreign currencies and the U.S.
dollar. The Portfolio may also invest in options on
currencies.
The Portfolio expects to be fully invested in its
primary investments described above, but may invest up to
35% of its total assets in U.S. or non-U.S. cash reserves;
money market instruments; swaps; options on securities,
non-U.S. indices and currencies; futures contracts,
including stock index futures contracts; and options on
futures contracts.
The Portfolio is also permitted to acquire floating
and variable rate securities, purchase securities on a
when-issued or delayed delivery basis, and invest up to 15%
of its total assets in illiquid securities. Although
permitted to do so, the Portfolio does not currently intend
to invest in securities issued by passive foreign
investment companies or to engage in securities lending.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio may
invest up to 50% of its assets in the U.S. and non-U.S.
money market instruments described above and in other U.S.
and non-U.S. long- and short-term debt instruments which
are rated BBB or higher by S&P or Baa or higher by Moody's
at the time of purchase, or which are determined by the
advisers to be of comparable quality; hold a portion of its
assets in cash; and invest in securities of supranational
entities which are rated A or higher by S&P or Moody's at
the time of purchase or which are determined by the
advisers to be of comparable quality.
Fixed income securities rated BBB or Baa lack
outstanding investment characteristics, and have
speculative characteristics as well.
10
<PAGE>
For additional information regarding the permitted
investments of the Portfolio, see the "Description of
Permitted Investments and Risk Factors" in this Prospectus
and "Description of Permitted Investments" in the Statement
of Additional Information. For a description of the above
ratings, see the Statement of Additional Information.
INVESTMENT
LIMITATIONS
________________________________________________________________________
The investment objective and certain of the investment
limitations (including those listed below) are fundamental
policies of the Portfolio. Fundamental policies cannot be
changed with respect to the Trust or the Portfolio without
the consent of the holders of a majority of the Trust's or
the Portfolio's outstanding shares.
THE INTERNATIONAL EQUITY PORTFOLIO MAY NOT:
1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies
or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of
such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer.
2. Purchase any securities which would cause more than 25%
of its total assets to be invested in the securities of
one or more issuers conducting their principal business
activities in the same industry, provided that this
limitation does not apply to investments in securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities.
3. Borrow money in an amount exceeding 33 1/3% of the value
of its total assets, provided that, for purposes of this
limitation, investment strategies which either obligate
the Portfolio to purchase securities or require the
Portfolio to segregate assets are not considered to be
borrowings. To the extent that its borrowings exceed 5%
of its assets, (i) all borrowings will be repaid before
making additional investments and any interest paid on
such borrowings will reduce income, and (ii) asset
coverage of at least 300% is required.
The foregoing percentage limitations (except the limitation
on borrowing) will apply at the time of the purchase of a
security. Additional fundamental and non-fundamental
investment limitations are set forth in the Statement of
Additional Information.
11
<PAGE>
THE MANAGER AND
SHAREHOLDER SERVICING
AGENT ___________________________________________________________________
SEI Fund Management ("SEI Management") provides the Trust
with overall management services, regulatory reporting, all
necessary office space, equipment, personnel, and
facilities, and acts as shareholder servicing agent.
For its management services, SEI Management is
entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .45% of the average daily net
assets of the International Equity Portfolio. SEI
Management has voluntarily agreed to waive all or a portion
of its fees and, if necessary, reimburse other operating
expenses in order to limit the total operating expenses of
the Portfolio. SEI Management reserves the right to
terminate this voluntary fee waivers and expense
reimbursement at any time in its sole discretion.
For the fiscal year ended February 28, 1997, the
International Equity Portfolio paid a management fee, after
fee waivers, of .44% of its average daily net assets.
The Trust and DST Systems, Inc., 1004 Baltimore
Street, Kansas City, Missouri, 64105 ("DST") have entered
into a separate transfer agent agreement with respect to
the Class D shares of the Portfolio. Under this agreement,
DST acts as the transfer agent (the "Transfer Agent") and
dividend disbursing agent for the Class D Shares of the
Trust.
THE ADVISER
_______________________________________________________________________
SEI FINANCIAL MANAGEMENT CORPORATION
SEI Financial Management Corporation ("SFM") is a
wholly-owned subsidiary of SEI Investments Company ("SEI"),
a financial services company. The principal business
address of SEI and SFM is Oaks, Pennsylvania 19456. 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 investment
companies, including more than portfolios, which
investment companies had more than $ billion in assets as
of March 31, 1997.
In its role as the adviser to the Portfolio, SFM
operates as a "manager of managers." As adviser, SFM
oversees the investment advisory services provided to the
Portfolio and manages the cash portion of the Portfolio's
assets. Pursuant to separate sub-advisory agreements with
SFM, and under the supervision of SFM and the Board of
Trustees, the sub-advisers are responsible for the
day-to-day investment management of all or a discrete
portion of the assets of the Portfolio. The sub-advisers
are selected based primarily upon the research and
recommendations of SFM, which evaluates quantitatively and
qualitatively each sub-adviser's skills and investment
results in managing assets for specific asset classes,
investment styles and strategies. Subject to Board review,
SFM
12
<PAGE>
allocates and, when appropriate, reallocates the
Portfolio's assets among sub-advisers, monitors and
evaluates sub-adviser performance, and oversees sub-adviser
compliance with the Portfolio's investment objectives,
policies and restrictions. SFM HAS THE ULTIMATE
RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE
PORTFOLIO DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS
AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT.
For these advisory services, SFM is entitled to a
fee, which is calculated daily and paid monthly, at an
annual rate of .505% of the International Equity
Portfolio's average daily net assets. SFM pays the
sub-advisers a fee out of its advisory fee, which fee is
based on a percentage of the average monthly market value
of the assets managed by each sub-adviser.
For the fiscal year ended
February 28, 1997, the
International Equity Portfolio
paid an advisory fee, after fee
waivers, of .46% of its average
daily net assets.
SFM has obtained an
exemptive order from the
Securities and Exchange
Commission (the "SEC") that
permits SFM, with the approval
of the Trust's Board of
Trustees, to retain sub-advisers
unaffiliated with SFM for the
Portfolio without submitting the
sub-advisory agreements to a
vote of the Portfolio's
shareholders. The exemptive
relief permits the disclosure of
only the aggregate amount
payable by SFM under all such
sub-advisory agreements. The
Portfolio will notify
shareholders in the event of any
addition or change in the
INVESTMENT identity of its sub-advisers.
ADVISER
A PORTFOLIO'S INVESTMENT ADVISER MANAGES THE INVESTMENT ACTIVITIES AND IS
RESPONSIBLE FOR THE PERFORMANCE OF THE PORTFOLIO. THE ADVISER CONDUCTS
INVESTMENT RESEARCH, EXECUTES INVESTMENT STRATEGIES BASED ON AN ASSESSMENT OF
ECONOMIC AND MARKET CONDITIONS, AND DETERMINES WHICH SECURITIES TO BUY, HOLD OR
SELL.
THE SUB-ADVISERS
_________________________________________________________________
ACADIAN ASSET MANAGEMENT, INC.
Acadian Asset Management, Inc. ("Acadian") serves as a
sub-adviser for a portion of the assets of the
International Equity Portfolio. Acadian, a wholly-owned
subsidiary of United Asset Management Corporation ("UAM"),
was founded in 1977 and manages approximately $4 billion in
assets invested globally as of March 31, 1997. Acadian's
business address is Two International Place, 26th floor,
Boston, Massachusetts 02110.
An investment committee has been responsible for
managing the Portfolio's assets allocated to Acadian since
the Portfolio's inception.
FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT, INC.
Farrell Wako Global Investment Management, Inc. ("Farrell
Wako") serves as a sub-adviser for a portion of the assets
of the International Equity Portfolio. Farrell Wako, a
Delaware corporation and a wholly-owned subsidiary of Wako
Securities, was founded in 1991 and is a registered
investment advisor in the U.S. and Japan. Farrell Wako
currently manages
13
<PAGE>
over $325 million. The principal address of Farrell Wako is
780 Third Avenue, New York, New York 10017.
James L. Farrell, the chairman of Farrell Wako,
manages its portion of the assets of the International
Equity Portfolio. Mr. Farrell has 31 years of experience in
investment management and applied financial research and
was responsible for management of over $1 billion in equity
assets as Chairman of MPT Associates prior to his
association with Farrell Wako.
LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
Lazard London International Investment Management Limited
("Lazard") serves as a sub-adviser for a portion of the
assets of the International Equity Portfolio. Lazard is a
registered investment adviser with its principal business
address at 21 Moorfields, London, England EC2P 2HT. Lazard
was founded in 1980. Lazard is a wholly-owned subsidiary of
Lazard Holdings Limited, which is a holding company
wholly-owned by Lazard Brothers and Co., Limited, a UK
merchant bank whose principal business address is 21
Moorfields, London, England EC2P 2HT. Lazard offers
international investment services to clients of Lazard
Holdings Limited. Lazard and LBAM manage domestic (UK)
portfolios and international portfolios for institutions
and private clients, including insurance funds, pension
funds, charities and mutual funds. As of March 31, 1997,
Lazard and LBAM had approximately $5.6 billion in assets
under management.
Mr. Dino Fuschillo, Director of Lazard, has primary
responsibility for the day-to-day management of the portion
of the Portfolio's assets managed by Lazard. Mr. Fuschillo,
a dual employee of Lazard and LBAM, joined LBAM in 1989,
and has specialized in European equity management ever
since.
SELIGMAN HENDERSON CO.
Seligman Henderson Co. serves as a sub-adviser for a
portion of the assets of the International Equity
Portfolio. Seligman Henderson Co. is a New York general
partnership and is structured as an equal partnership
between J.&W. Seligman & Co. Incorporated and Henderson
International Inc., a controlled affiliate of Henderson
plc. Seligman Henderson Co. was established in 1991 and
manages over $3.4 billion in global and international
equity portfolios for U.S. institutional and retail
clients. The principal address of Seligman Henderson Co. is
100 Park Avenue, New York, New York 10017.
Mr. William Garnett is primarily responsible for the
day-to-day management and investment decisions with respect
to the International Equity Portfolio's assets allocated to
Seligman Henderson Co. Mr. Garnett has more than 11 years'
experience in managing Japanese small cap equity
securities. Mr. Iain Clark, Seligman Henderson Co.'s chief
investment officer, has ultimate responsibility for
portfolio management. Mr. Clark has more than 25 years
experience, including 12 with Henderson plc.
14
<PAGE>
YAMAICHI CAPITAL MANAGEMENT, INC. AND YAMAICHI CAPITAL MANAGEMENT (SINGAPORE)
LIMITED
Yamaichi Capital Management, Inc. ("Yamaichi") and Yamaichi
Capital Management (Singapore) Limited ("YCMS") jointly
serve as sub-adviser for a portion of the assets of the
International Equity Portfolio. Yamaichi is a New York
Corporation established in 1981 and YCMS is a Singapore
corporation established in 1979, and each is a wholly-owned
subsidiary of Yamaichi International Capital Management
Co., Ltd. ("YICM"). Yamaichi, YCMS and YICM are controlled
by Yamaichi Securities Co., Ltd., which is located in
Tokyo, Japan. YCMS and its affiliates manage approximately
$ billion worldwide. The principal address of Yamaichi is
2 World Trade Center, Suite 9828, New York, New York 10048.
The principal address of YCMS is 138 Robinson Road,
#13-01/05, Hong Leong Centre, Singapore 068906.
Mr. Marco Wong leads the management team for the
assets of the International Equity Portfolio allocated to
Yamaichi and YCMS. Mr. Wong has been with YCMS since 1986.
DISTRIBUTION
_______________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. The Portfolio has
adopted a distribution plan (the "Class D Plan") pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Portfolio has adopted a
shareholder servicing plan for its Class A shares (the
"Class A Service Plan").
The Class D Plan provides for payments to the
Distributor at an annual rate of .30% of the Portfolio's
average daily net assets attributable to Class D shares.
These payments are characterized as "compensation," and are
not directly tied to expenses incurred by the Distributor;
the payments the Distributor receives during any year may,
therefore, be higher or lower than its actual expenses.
These payments may be used to compensate the Distributor
for its services in connection with distribution assistance
or provision of shareholder services, and some or all of it
may be used to pay financial institutions and
intermediaries such as banks, savings and loan
associations, insurance companies, and investment
counselors, broker-dealers and the Distributor's affiliates
and subsidiaries for services or reimbursement of expenses
incurred in connection with distribution assistance or
provision of shareholder services. If the Distributor's
expenses are less than its fees under the Class D Plan, the
Trust will still pay the full fee and the Distributor will
realize a profit, but the Trust will not be obligated to
pay in excess of the full fee, even if the Distributor's
actual expenses are higher.
It is possible that a financial institution may offer
different classes of shares to its customers and thus
receive different compensation with respect to different
classes. These financial institutions may also charge
separate fees to their customers.
The Trust may execute brokerage or other agency
transactions through the Distributor, for which the
Distributor may receive the compensation. The Distributor
may,
15
<PAGE>
from time to time and at its own expense, provide
promotional incentives, in the form of cash or other
compensation, to certain financial institutions whose
representatives have sold or are expected to sell
significant amounts of the Portfolio's shares.
PERFORMANCE
______________________________________________________________________
From time to time, the Portfolio may advertise yield and
total return. These figures are based on historical
earnings and are not intended to indicate future
performance. No representation can be made concerning
actual yield or future returns. The yield of the Portfolio
refers to the income generated by a hypothetical
investment, net of any sales charge imposed in the case of
some Class D shares, in the Portfolio over a thirty day
period. This income is then "annualized" (i.e., the income
over thirty days is assumed to be generated over one year
and is shown as a percentage of the investment). The total
return of the Portfolio refers to the average compounded
rate of return on a hypothetical investment for designated
time periods (including, but not limited to, the period
from which the Portfolio commenced operations through the
specified date), assuming that the entire investment is
redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain
distributions.
The performance of the Class D shares of the
Portfolio will normally be lower than that of Class A
shares of the Portfolio because of the additional
distribution expenses, transfer agent expenses and sales
charges (when applicable) charged to Class D shares.
The Portfolio may periodically compare its
performance to that of: (i) other mutual funds tracked by
mutual fund rating services (such as Lipper Analytical),
financial and business publications and periodicals; (ii)
broad groups of comparable mutual funds; (iii) unmanaged
indices which may assume investment of dividends but
generally do not reflect deductions for administrative and
management costs; or (iv) other investment alternatives.
The Portfolio may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted
performance. A Portfolio may use long-term performance of
these capital markets to demonstrate general long-term risk
versus reward scenarios and could include the value of a
hypothetical investment in any of the capital markets. The
Portfolio may also quote financial and business
publications and periodicals as they relate to fund
management, investment philosophy and investment
techniques.
The Portfolio may quote various measures of
volatility and benchmark correlation in advertising and may
compare these measures to those of other funds. Measures of
volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures
of benchmark correlation indicate how valid a comparative
benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot
be calculated precisely.
16
<PAGE>
TAXES
______________________________________________________________________________
The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial, or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state, or local tax treatment of the
Portfolios or its shareholders. In addition, state and
local tax consequences of an investment in the Portfolio
may differ from the federal income tax consequences
described below. Accordingly, shareholders are urged to
consult their tax advisers regarding specific questions as
to federal, state, and local taxes. Additional information
concerning taxes is set forth in the Statement of
Additional Information.
TAX STATUS
OF THE PORTFOLIO
The Portfolio is treated as a
separate entity for federal
income tax purposes and is not
combined with the Trust's other
portfolios. The Portfolio
intends to continue to qualify
for the special tax treatment
afforded regulated investment
companies ("RICs") under
Subchapter M of the Internal
Revenue Code of 1986, as amended
(the "Code"), so as to be
relieved of federal income tax
on net investment income and net capital gains (the excess
of net long-term capital gain over net short-term capital
TAXES losses) distributed to shareholders.
YOU MUST PAY TAXES ON THE PORTFOLIO'S EARNINGS WHETHER YOU TAKE YOUR PAYMENTS IN
CASH OR ADDITIONAL SHARES.
TAX STATUS
OF DISTRIBUTIONS
The Portfolio will distribute
substantially all of its net
investment income (including net
short-term capital gains) and
net capital gain to
shareholders. Dividends from the
Portfolio's net investment
income will be taxable to its
shareholders as ordinary income,
whether received in cash or in
additional shares, to the extent
of the Portfolio's earnings and
profits and generally do not
qualify for the corporate
dividends-received deduction
unless derived from dividends
received by the Portfolio from
domestic (U.S.) corporations.
Distributions of net capital
gains are taxable to shareholders as long-term capital
gains regardless of how long the shareholders have held
shares. The Portfolio will provide annual reports to
shareholders of the federal income tax status of all
distributions. The Portfolio intends to make sufficient
distributions to avoid liability for the federal excise tax
applicable to RICs. Dividends declared by the Portfolio in
October, November or December of any year and payable to
shareholders of record on a date in such a month will be
deemed to have been paid by the Portfolio and received by
the shareholders on December 31 of that year if paid by the
DISTRIBUTIONS Portfolio at any time during the following January.
THE PORTFOLIO DISTRIBUTES INCOME DIVIDENDS AND CAPITAL GAINS. INCOME DIVIDENDS
REPRESENT THE EARNINGS FROM THE PORTFOLIO'S INVESTMENTS; CAPITAL GAINS
DISTRIBUTIONS OCCUR WHEN INVESTMENTS IN THE PORTFOLIO ARE SOLD FOR MORE THAN THE
ORIGINAL PURCHASE PRICE.
17
<PAGE>
Investment income received by the Portfolio from
sources within foreign countries may be subject to foreign
income taxes withheld at the source. To the extent that the
Portfolio is liable for foreign income taxes so withheld,
the Portfolio intends to operate so as to meet the
requirement of the Code to pass through to the shareholders
credit for foreign income taxes paid. Although the
Portfolio intends to meet Code requirements to pass through
credit for such taxes, there can be no assurance that the
Portfolio will be able to do so.
Each sale, exchange, or redemption of the Portfolio's
shares is a taxable transaction to the shareholder.
ADDITIONAL
INFORMATION ABOUT
DOING BUSINESS
WITH US
____________________________________________________________________________
BUSINESS DAYS
You may buy, sell or exchange
shares on days on which the New
York Stock Exchange is open for
business (a "Business Day"). All
purchase, exchange and
redemption requests received in
"good order" will be effective
as of the Business Day received
by the Transfer Agent (or its
authorized agent) as long as the
Transfer Agent (or its
authorized agent) receives the
order and, in the case of a
purchase request, payment,
before 4:00 p.m. Eastern time.
Otherwise the purchase will be
effective when payment is
received. Broker-dealers may
have separate arrangements with
Class D shares of the Portfolio.
If an exchange request is
for shares of a portfolio whose
net asset value is calculated as
of a time earlier than 4:00 p.m.
Eastern time, the exchange request will not be effective
until the next Business Day. Anyone who wishes to make an
exchange must have received a current prospectus of the
portfolio into which the exchange is being made before the
BUY, EXCHANGE AND exchange will be effected.
SELL REQUESTS ARE IN
"GOOD ORDER" WHEN:
- - THE ACCOUNT NUMBER AND PORTFOLIO NAME ARE SHOWN
- THE AMOUNT OF THE TRANSACTION IS SPECIFIED IN DOLLARS OR SHARES
- SIGNATURES OF ALL OWNERS APPEAR EXACTLY AS THEY ARE REGISTERED ON THE
ACCOUNT
- ANY REQUIRED SIGNATURE GUARANTEES (IF APPLICABLE) ARE INCLUDED
- OTHER SUPPORTING LEGAL DOCUMENTS (AS NECESSARY) ARE PRESENT
MINIMUM INVESTMENTS
The minimum initial investment in the Portfolio's Class D
shares is $1,000; however, the minimum investment may be
waived at the Distributor's discretion. All subsequent
purchases must be at least $100 ($25 for payroll deductions
authorized pursuant to preapproved payroll deduction
plans). The Trust reserves the right to reject a purchase
order when the Distributor determines that it is not in the
best interest of the Trust or its shareholders to accept
such order. In addition, because excessive trading
(including short-term "market timing" trading) can hurt the
Portfolio's performance, the Portfolio may
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<PAGE>
refuse purchase orders from any shareholder account if the
accountholder has been advised that previous purchase and
redemption transactions were considered excessive in number
or amount.
Accounts under common control or ownership, including
those with the same taxpayer identification number and
those administered so as to redeem or purchase shares based
upon certain predetermined market indicators, will be
considered one account for this purpose.
MAINTAINING A MINIMUM
ACCOUNT BALANCE
Due to the relatively high cost of handling small
investments, the Portfolio reserves the right to redeem, at
net asset value, the shares of any shareholder if, because
of redemptions of shares by or on behalf of the
shareholder, the account of such shareholder in the
Portfolio has a value of less than $1,000, the minimum
initial purchase amount. Accordingly, an investor
purchasing shares of the Portfolio in only the minimum
investment amount may be subject to such involuntary
redemption if he or she thereafter redeems any of these
shares. Before the Portfolio exercises its right to redeem
such shares and to send the proceeds to the shareholder,
the shareholder will be given notice that the value of the
shares in his or her account is less than the minimum
amount and will be allowed 60 days to make an additional
investment in the Portfolio in an amount that will increase
the value of the account to at least $1,000. See "Purchase
and Redemption of Shares" in the Statement of Additional
Information for examples of when the right of redemption
may be suspended.
At various times, the Portfolio may be requested to
redeem shares for which it has not yet received good
payment. In such circumstances, redemption proceeds will be
forwarded upon collection of payment for the shares;
collection of payment may take up to 15 business days. The
Portfolio intends to pay cash for all shares redeemed, but
under abnormal conditions that make payment in cash unwise,
payment may be made wholly or partly in portfolio
securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage costs
in converting such securities to cash.
NET ASSET VALUE
An order to buy shares will be executed at a per share
price equal to the net asset value next determined after
the receipt of the purchase order by the Transfer Agent
plus any applicable sales charge (the "offering price"). No
certificates representing shares will be issued. An order
to sell shares will be executed at the net asset value per
share next determined after receipt and effectiveness of a
request for redemption in good order. Net asset value per
share is determined daily as of the close of business of
the New York Stock Exchange (currently, 4:00 p.m. Eastern
time) on any Business Day. Payment to shareholders for
shares redeemed will be made within 7 days after receipt by
the Transfer Agent of the redemption order.
HOW THE
NET ASSET VALUE
IS DETERMINED
The net asset value per share of the Portfolio is
determined by dividing the total market value of its
investments and other assets, less any liabilities, by the
total number of outstanding shares of the Portfolio. The
Portfolio may use a pricing service to obtain the
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<PAGE>
last sale price of each equity or fixed income security
held by the Portfolio. In addition, portfolio securities
are valued at the last quoted sales price for such
securities, or, if there is no such reported sales price on
the valuation date, at the most recent quoted bid price.
Unlisted securities for which market quotations are readily
available are valued at the most recent quoted bid price.
Net asset value per share is determined daily as of the
close of business of the New York Stock Exchange
(currently, 4:00 p.m. Eastern time) on each Business Day.
Purchases will be made in full and fractional shares of the
Portfolio calculated to three decimal places. Although the
methodology and procedures for determining net asset value
per share are identical for both classes of the Portfolio,
the net asset value per share of one class may differ from
that of another class because of the different distribution
and/or shareholder servicing fees charged to each class and
the incremental transfer agent fees charged to Class D
shares.
RIGHTS OF ACCUMULATION
In calculating the sales charge rates applicable to current
purchases of the Portfolio's shares, a "single purchaser"
(defined below) is entitled to combine current purchases
with the current market value of previously purchased
shares of the Portfolio and Class D shares of other
portfolios ("Eligible Portfolios") which are sold subject
to a comparable sales charge.
The term "single purchaser" refers to (i) an
individual, (ii) an individual and spouse purchasing shares
of a Portfolio for their own account or for trust or
custodial accounts of their minor children, or (iii) a
fiduciary purchasing for any one trust, estate or fiduciary
account, including employee benefit plans created under
Sections 401 or 457 of the Code, including related plans of
the same employer. Furthermore, under this provision,
purchases by a single purchaser shall include purchases by
an individual for his/her own account in combination with
(i) purchases of that individual and spouse for their joint
accounts or for trust and custodial accounts for their
minor children and (ii) purchases of that individual's
spouse for his/her own account. To be entitled to a reduced
sales charge based upon shares already owned, the investor
must ask the Transfer Agent for such reduction at the time
of purchase and provide the account number(s) of the
investor, the investor and spouse, and their children
(under age 21). The Portfolio may amend or terminate this
right of accumulation at any time as to subsequent
purchases.
LETTER OF INTENT
By submitting a Letter of Intent (the "Letter") to the
Transfer Agent, a single purchaser may purchase shares of
the Portfolio and the other Eligible Portfolios during a
13-month period at the reduced sales charge rates applying
to the aggregate amount of the intended purchases stated in
the Letter. The Letter may apply to purchases made up to 90
days before the date of the Letter. It is the shareholder's
responsibility to notify the Transfer Agent at the time the
Letter is submitted that there are prior purchases that may
apply.
Five percent (5%) of the total amount intended to be
purchased will be held in escrow by the Transfer Agent
until such purchase is completed within the 13-month
period. The 13-month period begins on the date of the
earliest purchase. If the intended
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<PAGE>
investment is not completed, the Transfer Agent will
surrender an appropriate number of the escrowed shares for
redemption in order to realize the difference between the
sales charge on the shares purchased at the reduced rate
and the sales charge otherwise applicable to the total
shares purchased. Such purchasers may include the value of
all their shares of the Portfolio and of any of the other
Eligible Portfolios in the Trust towards the completion of
such Letter.
SALES CHARGE WAIVERS
No sales charge is imposed on shares of the Portfolio: (i)
issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Trust is a
party; (ii) sold to dealers or brokers that have a sales
agreement with the Distributor ("participating
broker-dealers"), for their own account or for retirement
plans for employees or sold to present employees of dealers
or brokers that certify to the Distributor at the time of
purchase that such purchase is for their own account; (iii)
sold to present employees of SEI or one of its affiliates,
or of any entity which is a current service provider to the
Trust; (iv) sold to tax-exempt organizations enumerated in
Section 501(c) of the Code or qualified employee benefit
plans created under Sections 401, 403(b)(7) or 457 of the
Code (but not IRAs or SEPs); (v) sold to fee-based clients
of banks, financial planners and investment advisers; (vi)
sold to clients of trust companies and bank trust
departments; (vii) sold to trustees and officers of the
Trust; (viii) purchased with proceeds from the recent
redemption of Class D shares of another Portfolio of the
Trust or another class of shares of a portfolio of the
Trust, SEI Tax-Exempt Trust, SEI Institutional Managed
Trust, or SEI Liquid Asset Trust; (ix) purchased with the
proceeds from the recent redemption of shares of a mutual
fund with similar investment objectives and policies (other
than Class D shares of the Trust listed in (viii) above)
for which a front-end sales charge was paid (this offer
will be extended, to cover shares on which a deferred sales
charge was paid, if permitted under regulatory authorities'
interpretation of applicable law); (x) sold to participants
or members of certain affinity groups, such as trade
associations or membership organizations, which have
entered into arrangements with the Distributor; or (xi)
sold to persons participating in certain financial services
programs offered by the bank affiliates of First Security
Corporation.
An investor relying upon any of the categories of
waivers of the sales charge must qualify such waiver in
advance of the purchase with the Distributor or the
financial institution or intermediary through which shares
are purchased by the investor.
The waiver of the sales charge under circumstances
(viii) and (ix) above applies only if the following
conditions are met: the purchase must be made within 60
days of the redemption; the Transfer Agent must be notified
in writing by the investor, or his or her agent, at the
time a purchase is made; and a copy of the investor's
account statement showing such redemption must accompany
such notice. The waiver policy with respect to the purchase
of shares through the use of proceeds from a recent
redemption as described in clauses (viii) and (ix) above
will not be continued indefinitely and may be discontinued
at any time without notice. Investors should call the
Distributor at
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<PAGE>
1-800-437-6016 to confirm availability prior to initiating
the procedures described in clauses (viii) and (ix) above.
Members of affinity groups such as trade associations
or membership organizations which have entered into
arrangements relating to waivers of sales charges with the
Distributor should contact the Distributor at
1-800-437-6016 for more information.
The Distributor has also entered into arrangements
with certain affinity groups and broker dealers wherein
their members or clients are entitled to percentage-based
discounts from the otherwise applicable sales charge for
purchase of Class D shares. Currently, the percentage-based
discount is either 10% or 50%.
SIGNATURE GUARANTEES
The Transfer Agent may require that the signatures on the
written request be guaranteed. You should be able to obtain
a signature guarantee from a bank, broker, dealer, certain
credit unions, securities exchange or association, clearing
agency or savings association. Notaries public cannot
guarantee signatures. The signature guarantee requirement
will be waived if all of the following conditions apply:
(1) the redemption is for not more than $5,000 worth of
shares, (2) the redemption check is payable to the
shareholder(s) of record, and (3) the redemption check is
mailed to the shareholder(s) at his or her address of
record. The Trust and the Transfer Agent reserve the right
to amend these requirements without notice.
TELEPHONE/WIRE INSTRUCTIONS
Redemption orders may be placed by telephone. Neither the
Trust nor the Transfer Agent will be responsible for any
loss, liability, cost or expense for acting upon wire
instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and the
Trust's Transfer Agent will each employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of
personal identification prior to acting upon instructions
received by telephone and recording telephone instructions.
If market conditions are extraordinarily active, or other
extraordinary circumstances exist, and you experience
difficulties placing redemption orders by telephone, you
may wish to consider placing your order by other means.
SYSTEMATIC
WITHDRAWAL
PLAN ("SWP")
Please note that if withdrawals exceed income dividends,
your invested principal in the account will be depleted.
Thus, depending upon the frequency and amounts of the
withdrawal payments and/or any fluctuations in the net
asset value per share, your original investment could be
exhausted entirely. To participate in the SWP, you must
have your dividends automatically reinvested. You may
change or cancel the SWP at any time, upon written notice
to the Transfer Agent.
HOW TO
CLOSE YOUR ACCOUNT
An account may be closed by providing written notice to the
Transfer Agent. You may also close your account by
telephone if you have previously elected telephone options
on your account application.
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<PAGE>
GENERAL INFORMATION
______________________________________________________________
THE TRUST
The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
portfolios of shares and different classes of each
portfolio. Shareholders may purchase shares in the
International Equity Portfolio through two separate
classes: Class A and Class D, which provide for variations
in distribution, shareholder servicing and transfer agent
costs, voting rights, dividends, and the imposition of a
sales charge on Class D Shares. This Prospectus offers the
Class D shares of the Trust's International Equity
Portfolio. Additional information pertaining to the Trust
may be obtained by writing to SEI Fund Management, Oaks,
Pennsylvania 19456, or by calling 1-800-437-6016. All
consideration received by the Trust for shares of any
portfolio and all assets of such portfolio belong to that
portfolio and would be subject to liabilities related
thereto.
The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation materials and
reports to shareholders, costs of custodial services and
registering the shares under federal and state securities
laws, pricing, insurance expenses, including litigation and
other extraordinary expenses, brokerage costs, interest
charges, taxes and organization expenses.
Certain shareholders of the Portfolio may obtain
asset allocation services from the Adviser and other
financial intermediaries with respect to their investments
in the Portfolio. If a sufficient amount of the Portfolio's
assets are subject to such asset allocation services, the
Portfolio may incur higher transaction costs and a higher
portfolio turnover rate than would otherwise be anticipated
as a result of redemptions and purchases of Portfolio
shares pursuant to such services. Further, to the extent
that the Adviser is providing asset allocation services and
providing investment advice to the Portfolio, it may face
conflicts of interest in fulfilling its responsibilities
because of the possible differences between the interests
of its asset allocation clients and the interest of the
Portfolio.
TRUSTEES OF THE TRUST
The management and affairs of the Trust are supervised by
the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential management services to the Trust.
VOTING RIGHTS
Each share held entitles the shareholder of record to one
vote. Each portfolio of the Trust will vote separately on
matters relating solely to that portfolio. Shareholders of
each class will vote separately on matters pertaining to
its distribution plan. As a Massachusetts business trust,
the Trust is not required to hold annual meetings of
shareholders, but approval will be sought for certain
changes in the operation of the Trust and for the election
of Trustees under certain circumstances. In addition, a
Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written
request of shareholders owning at least 10% of the
outstanding shares of the Trust. In the event that such a
meeting is requested, the Trust will provide appropriate
assistance and information to the shareholders requesting
the meeting.
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<PAGE>
REPORTING
The Trust issues an unaudited report semiannually and
audited financial statements annually. The Trust furnishes
proxy statements and other reports to shareholders of
record.
SHAREHOLDER INQUIRIES
Shareholder inquires should be directed to the Transfer
Agent, DST Systems, Inc., P.O. Box 419240, Kansas City,
Missouri 64141-6240.
DIVIDENDS
Substantially all of the net investment income (exclusive
of capital gains) of the Portfolio is periodically declared
and paid as a dividend. Currently, capital gains, if any,
are distributed at least annually.
Shareholders automatically receive all income
dividends and capital gain distributions in additional
shares at the net asset value next determined following the
record date, unless the shareholder has elected to take
such payment in cash. Shareholders may change their
election by providing written notice to SFM at least 15
days prior to the distribution.
Dividends and capital gains of the Portfolio are paid
on a per-share basis. The value of each share will be
reduced by the amount of any such payment. If shares are
purchased shortly before the record date for dividend or
capital gains distributions, a shareholder will pay the
full price for the shares and receive some portion of the
price back as a taxable dividend or distribution.
The dividends on Class D shares will normally be
lower than on Class A shares of the Portfolio because of
the additional distribution and transfer agent expenses
charged to Class D shares.
COUNSEL AND INDEPENDENT
ACCOUNTANTS
Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
Price Waterhouse LLP serves as the independent accountants
of the Trust.
CUSTODIAN AND WIRE AGENT
State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, serves as Custodian for the
assets of International Equity Portfolio (the "Custodian").
The Custodian holds cash, securities and other assets of
the Trust as required by the 1940 Act. CoreStates Bank,
N.A., Broad and Chestnut Streets, P.O. Box 7618,
Philadelphia, Pennsylvania 19101, acts as wire agent of the
Trust's assets.
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<PAGE>
DESCRIPTION
OF PERMITTED
INVESTMENTS AND
RISK FACTORS
______________________________________________________________________
The following is a description of certain of the permitted
investment practices for the Portfolio, and the associated
risk factors:
AMERICAN DEPOSITARY
RECEIPTS ("ADRS"),
CONTINENTAL DEPOSITARY
RECEIPTS ("CDRS"),
EUROPEAN DEPOSITARY
RECEIPTS ("EDRS") AND
GLOBAL DEPOSITARY RECEIPTS
("GDRS")
ADRs are securities, typically issued by a U.S. financial
institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by a
foreign issuer and deposited with the depositary. EDRs,
which are sometimes referred to as Continental Depositary
Receipts ("CDRs"), are securities, typically issued by a
non-U.S. financial institution, that evidence ownership
interests in a security or a pool of securities issued by
either a U.S. or foreign issuer. GDRs are issued globally
and evidence similar ownership management. Generally, ADRs
are designed for trading in the U.S. securities market,
EDRs are designed for trading in European securities
markets and GDRs are designed for trading in non-U.S.
securities markets. ADRs, EDRs, CDRs and GDRs may be
available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security
underlying the receipt and a depositary, whereas an
unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's
underlying security.
CONVERTIBLE SECURITIES
Convertible securities are securities that are exchangeable
for a set number of another security at a prestated price.
Convertible securities typically have characteristics
similar to both fixed income and equity securities. Because
of the conversion feature, the market value of a
convertible security tends to move with the market value of
the underlying stock. The value of a convertible security
is also affected by prevailing interest rates, the credit
quality of the issuer, and any call provisions.
DERIVATIVES
Derivatives are securities that derive their value from
other securities assets, or indices. The following are
considered derivative securities: options on futures,
futures, options (e.g., puts and calls), swap agreements,
mortgage-backed securities (e.g., CMOs, REMICs, IOs and
POs), when-issued securities and forward commitments,
floating and variable rate securities, convertible
securities, "stripped" U.S. Treasury securities (e.g.,
Receipts and STRIPs), privately issued stripped securities
(e.g., TGRs, TRs and CATS). See elsewhere in this
"Description of Permitted Investments and Risk Factors" for
discussions of these various instruments.
EQUITY SECURITIES
Equity securities represent ownership interests in a
company or corporation and consist of common stock,
preferred stock and warrants and other rights to acquire
such instruments. Changes in the value of Portfolio
securities will not necessarily affect cash income derived
from these securities, but will affect a Portfolio's net
asset value.
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<PAGE>
FIXED INCOME SECURITIES
Fixed income securities are debt obligations issued by
corporations, municipalities and other borrowers. The
market value of fixed income investments will generally
change in response to interest rate changes and other
factors. During periods of falling interest rates, the
values of outstanding fixed income securities generally
rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Moreover,
while securities with longer maturities tend to produce
higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies
in the rating of any fixed income security and in the
ability of an issuer to make payments of interest and
principal will also affect the value of these investments.
Changes in the value of portfolio securities will not
affect cash income derived from these securities, but will
affect a Portfolio's net asset value.
FORWARD FOREIGN CURRENCY CONTRACTS
A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, agreed
upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.
At the maturity of a forward contract, the Portfolio
may either sell a portfolio security and make delivery of
the foreign currency, or it may retain the security and
terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the
same currency trader, obligating it to purchase, on the
same maturity date, the same amount of the foreign
currency. The Portfolio may realize a gain or loss from
currency transactions.
FUTURES AND OPTIONS ON
FUTURES
Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a
specific security at a specified future time and at a
specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a
position in a futures contract at a specified exercise
price during the term of the option. A Portfolio may use
futures contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held
or expected to be acquired or be disposed of, to minimize
fluctuations in foreign currencies, or to gain exposure to
a particular market or instrument. A Portfolio will
minimize the risk that it will be unable to close out a
futures contract by only entering into futures contracts
which are traded on national futures exchanges. In
addition, a Portfolio will only sell covered futures
contracts and options on futures contracts.
A stock index futures contract is a bilateral
agreement pursuant to which two parties agree to take or
make delivery of an amount of cash equal to a specified
dollar amount times the difference between the stock index
value at the close of trading of the contract and the price
at which the futures contract is originally struck. No
physical delivery of the stocks comprising the Index is
made; generally contracts are closed out prior to the
expiration date of the contract.
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<PAGE>
In order to avoid leveraging and related risks, when
a Portfolio purchases futures contracts, it will
collateralize its position by depositing an amount of cash
or cash equivalents, equal to the market value of the
futures positions held, less margin deposits, in a
segregated account with the Trust's custodian. Collateral
equal to the current market value of the futures position
will be marked to market on a daily basis.
A Portfolio may enter into futures contracts and
options on futures contracts traded on an exchange
regulated by the Commodities Futures Trading Commission
("CFTC"), as long as, to the extent that such transactions
are not for "bona fide hedging purposes," the aggregate
initial margin and premiums on such positions (excluding
the amount by which such options are in the money) do not
exceed 5% of a Portfolio's net assets.
There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in
markets and movements in interest rates; (2) there may be
an imperfect or no correlation between the changes in
market value of the securities held by the Portfolio and
the prices of futures and options on futures; (3) there may
not be a liquid secondary market for a futures contract or
option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may
restrict trading in futures contracts and futures options.
ILLIQUID SECURITIES
Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price at
which they are being carried on the Portfolio's books.
Illiquid securities include demand instruments with demand
notice periods exceeding seven days, securities for which
there is no active secondary market, and repurchase
agreements with maturities or durations over seven days in
length.
INVESTMENT COMPANIES
Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can invest
in the securities markets of those countries. A Portfolio
does not intend to invest in other investment companies
unless, in the judgment of its advisers, the potential
benefits of such investments exceed the associated costs
relative to the benefits and costs associated with direct
investments in the underlying securities.
Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities, and are
subject to limitations under the 1940 Act. A Portfolio may
also incur tax liability to the extent it invests in the
stock of a foreign issuer that constitutes a "passive
foreign investment company."
MONEY MARKET
INSTRUMENTS
Money market securities are high-quality,
dollar-denominated, short-term debt instruments. They
consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S.
banks and U.S. branches of foreign banks; (ii) U.S.
Treasury obligations
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<PAGE>
and obligations of agencies and instrumentalities of the
U.S. Government; (iii) high-quality commercial paper issued
by U.S. and foreign corporations; (iv) debt obligations
with a maturity of one year or less issued by corporations
and governments that issue high-quality commercial paper
and (v) repurchase agreements involving any of the
foregoing obligations entered into with highly-rated banks
and broker-dealers.
OBLIGATIONS OF
SUPRANATIONAL ENTITIES
Supranational entities are entities established through the
joint participation of several governments, including the
Asian Development Bank, the Inter-American Development
Bank, International Bank for Reconstruction and Development
(World Bank), African Development Bank, European Economic
Community, European Investment Bank and the Nordic
Investment Bank. The governmental members, or "stock
holders," usually make initial capital contributions to the
supranational entity and, in many cases, are committed to
make additional capital contributions if the supranational
entity is unable to repay its borrowings.
OPTIONS
A put option gives the purchaser of the option the right to
sell, and the writer of the option the obligation to buy,
the underlying security at any time during the option
period. A call option gives the purchaser of the option the
right to buy, and the writer of the option the obligation
to sell, the underlying security at any time during the
option period. The premium paid to the writer is the
consideration for undertaking the obligations under the
option contract.
A Portfolio may purchase and write put and call
options on indices and enter into related closing
transactions. Put and call options on indices are similar
to options on securities except that options on an index
give the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the
underlying index is greater than (or less than, in the case
of puts) the exercise price of the option. This amount of
cash is equal to the difference between the closing price
of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number.
Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the index
generally, rather than the price movements in individual
securities.
A Portfolio may purchase and write put and call
options on foreign currencies (traded on U.S. and foreign
exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign
currency written by a Portfolio will be "covered," which
means that the Portfolio will own an equal amount of the
underlying foreign currency. With respect to put options on
foreign currency written by a Portfolio, the Portfolio will
establish a segregated account with its custodian
consisting of cash or liquid, high grade debt securities in
an amount equal to the amount the Portfolio would be
required to pay upon exercise of the put.
All options written on indices must be covered. When
a Portfolio writes an option on an index, it will establish
a segregated account containing cash or liquid, high grade
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debt securities with its custodian in an amount at least
equal to the market value of the option and will maintain
the account while the option is open, or will otherwise
cover the transaction.
RISK FACTORS: Risks associated with options
transactions include: (1) the success of a hedging strategy
may depend on an ability to predict movements in the prices
of individual securities, fluctuations in markets and
movements in interest rates; (2) there may be an imperfect
correlation between the movement in prices of options and
the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while a
Portfolio will receive a premium when it writes covered
call options, it may not participate fully in a rise in the
market value of the underlying security.
REPURCHASE AGREEMENTS
Repurchase agreements are agreements by which a Portfolio
obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price (including
principal and interest) on an agreed upon date within a
number of days from the date of purchase. Repurchase
agreements are considered loans under the 1940 Act.
SECURITIES OF FOREIGN ISSUERS
There are certain risks connected with investing in foreign
securities. These include risks of adverse political and
economic developments (including possible governmental
seizure or nationalization of assets), the possible
imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less
information on such securities and their issuers available
to the public, the difficulty of obtaining or enforcing
court judgments abroad, restrictions on foreign investments
in other jurisdictions, difficulties in effecting
repatriation of capital invested abroad and difficulties in
transaction settlements and the effect of delay on
shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable
U.S. securities. The value of a Portfolio's investments
denominated in foreign currencies will depend on the
relative strengths of those currencies and the U.S.
dollars, and a Portfolio may be affected favorably or
unfavorably by changes in the exchange rates or exchange
control regulations between foreign currencies and the U.S.
dollar. Changes in foreign currency exchange rates also may
affect the value of dividends and interest earned, gains
and losses realized on the sale of securities and net
investment income and gains if any, to be distributed to
shareholders by a Portfolio. Furthermore, emerging market
countries may have less stable political environments than
more developed countries.
SWAPS, CAPS, FLOORS AND COLLARS
Interest rate swaps, mortgage swaps, currency swaps and
other types of swap agreements such as caps, floors and
collars are designed to permit the purchaser to preserve a
return or spread on a particular investment or portion of
its portfolio, and to protect against any increase in the
price of securities a Portfolio anticipates purchasing at a
later date.
Swap agreements will tend to shift a Portfolio's
investment exposure from one type of investment to another.
Depending on how they are used, swap agreements may
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increase or decrease the overall volatility of a
Portfolio's investment and their share price and yield.
U.S. GOVERNMENT AGENCY SECURITIES
Obligations issued or guaranteed by agencies of the U.S.
Government, including, among others, the Federal Farm
Credit Bank, the Federal Housing Administration and the
Small Business Administration and obligations issued or
guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage
Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the full
faith and credit of the U.S. Treasury (e.g., Government
National Mortgage Association Securities), and others are
supported by the right of the issuer to borrow from the
Treasury (e.g., Federal Farm Credit Bank Securities), while
still others are supported only by the credit of the
instrumentality (e.g., Fannie Mae Securities)
U.S. TREASURY OBLIGATIONS
U.S. Treasury obligations consist of bills, notes and bonds
issued by the U.S. Treasury, as well as separately traded
interest and principal component parts of such obligations,
known as Separately Traded Registered Interest and
Principal Securities ("STRIPS") that are transferable
through the Federal book-entry system.
VARIABLE AND FLOATING RATE INSTRUMENTS
Certain obligations may carry variable or floating rates of
interest and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates
which are not fixed, but which vary with changes in
specified market rates or indices. The interest rates on
these securities may be reset daily, weekly, quarterly or
at some other interval, and may have a floor or ceiling on
interest rate changes.
WARRANTS
Warrants are instruments giving holders the right, but not
the obligation, to buy equity or fixed income securities of
a company at a given price during a specified period.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
When-issued or delayed delivery transactions involve the
purchase of an instrument with payment and delivery taking
place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the
purchase commitment. A Portfolio will maintain with its
Custodian a separate account with liquid, high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities
is fixed as of the purchase date and, no interest accrues
to a Portfolio before settlement.
Additional information on other permitted investments can
be found in the Statement of Additional Information.
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SEI INTERNATIONAL TRUST
Manager:
SEI Fund Management
Distributor:
SEI Financial Services Company
Investment Advisers and Sub-Advisers:
SEI Financial Management Corporation
Acadian Asset Management, Inc.
Coronation Asset Management
(Proprietary) Limited
Farrell Wako Global Investment
Management, Inc.
Lazard London International Investment
Management Limited
Montgomery Asset Management, L.P.
Parametric Portfolio Associates
Salomon Brothers Asset Management, Inc.
Seligman Henderson Co.
Strategic Fixed Income L.P.
Yamaichi Capital Management, Inc.
and Yamaichi Capital Management
(Singapore) Limited
This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of SEI
International Trust (the "Trust"), and should be read in conjunction with the
Trust's Prospectuses dated June 30, 1997. Prospectuses may be obtained without
charge by writing the Trust's distributor, SEI Financial Services Company, Oaks,
Pennsylvania 19456, or by calling 1-800-342-5734.
TABLE OF CONTENTS
<TABLE>
<S> <C>
The Trust............................................................................. S-2
Description of Permitted Investments.................................................. S-2
Description of Ratings................................................................ S-8
Investment Limitations................................................................ S-12
Non-Fundamental Policies.............................................................. S-13
The Manager........................................................................... S-14
The Advisers and Sub-Advisers......................................................... S-15
Distribution and Shareholder Servicing................................................ S-16
Trustees and Officers of the Trust.................................................... S-17
Performance........................................................................... S-19
Purchase and Redemption of Shares..................................................... S-21
Shareholder Services (Class D shares)................................................. S-22
Taxes................................................................................. S-23
Portfolio Transactions................................................................ S-25
Description of Shares................................................................. S-28
Limitation of Trustees' Liability..................................................... S-28
Voting................................................................................ S-28
Shareholder Liability................................................................. S-28
Control Persons and Principal Holders of Securities................................... S-29
Experts............................................................................... S-30
Financial Statements.................................................................. S-30
June 30, 1997
</TABLE>
<PAGE>
THE TRUST
SEI International Trust (the "Trust") is an open-end management investment
company established as a Massachusetts business trust pursuant to a Declaration
of Trust dated June 30, 1988, and which has diversified and non-diversified
portfolios. The Declaration of Trust permits the Trust to offer separate series
("portfolios") of units of beneficial interest ("shares") and separate classes
of portfolios. Except for differences between a Portfolio's Class A shares and
Class D shares pertaining to distribution and shareholder servicing plans,
voting rights, dividends and transfer agent expenses, each share of each
portfolio represents an equal proportionate interest in that portfolio with each
other share of that portfolio.
This Statement of Additional Information relates to the following
portfolios: International Equity, Emerging Markets Equity, International Fixed
Income and Emerging Markets Debt Portfolios (each a "Portfolio" and, together,
the "Portfolios"), and any different classes of the Portfolios.
DESCRIPTION OF PERMITTED INVESTMENTS
AMERICAN DEPOSITORY RECEIPTS ("ADRS")--Holders of an unsponsored depositary
receipt generally bear all the costs of the unsponsored facility. The depositary
of an unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited security or
to pass through to the holders of the receipts voting rights with respect to the
deposited securities.
ASSET-BACKED SECURITIES--Certain Portfolios may invest in securities backed
by automobile, credit-card or other types of receivables in securities backed by
other types of assets. Credit support for asset-backed securities may be based
on the underlying assets and/or provided by a third party through credit
enhancements. Credit enhancements techniques include letters of credit,
insurance bonds, limited guarantees (which are generally provided by the
issuer), senior-subordinated structures and overcollateralization.
Asset-backed securities are not issued or guaranteed by the United States
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts for a certain period by a letter of credit issued by a financial
institution (such as a bank or insurance company) unaffiliated with the issuers
of such securities. The purchase of asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. For example, there is a risk that another party could acquire an
interest in the obligations superior to that of the holders of the asset-backed
securities. There also is the possibility that recoveries on repossessed
securities entail prepayment risk, which may vary depending on the type of
asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holders.
The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.
BANK OBLIGATIONS--Bank obligations of United States and foreign commercial
banks or savings and loan institutions which the Portfolios may buy include
certificates of deposit, time deposits and bankers' acceptances. A certificate
of deposit is an interest-bearing instrument with a specific maturity issued by
a bank or savings and loan institution in exchange for the deposit of funds that
normally can be traded in the secondary market prior to maturity. A time deposit
is an account containing a currency balance pledged to remain at a particular
bank for a specified period in return for payment of interest. A bankers'
acceptance is a bill of exchange guaranteed by a bank or trust company for
payment within one to six months. Bankers' acceptances are used to provide
manufacturers and exporters with capital to operate between the time of
manufacture or export and payment by the purchaser.
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BRADY BONDS--Based upon current market conditions, a Portfolio would not
intend to purchase Brady Bonds which, at the time of investment, are in default
as to the payments. However, in light of the residual risk of the Brady Bonds
and, among other factors, the history of default with respect to commercial bank
loans by public and private entities of countries issuing Brady Bonds,
investments in Brady Bonds are to be viewed as speculative. A substantial
portion of the Brady Bonds and other sovereign debt securities in which the
Emerging Markets Debt Portfolio invests are likely to be acquired at a discount,
which involves certain additional considerations.
Sovereign obligors in developing and emerging market countries are among the
world's largest debtors to commercial banks, other governments, international
financial organizations and other financial institutions. These obligors have in
the past experienced substantial difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructuring
of certain indebtedness. Restructuring arrangements have included, among other
things, reducing and rescheduling interest and principal payments by negotiating
new or amended credit agreements or converting outstanding principal and unpaid
interest to Brady Bonds, and obtaining new credit to finance interest payments.
Holders of certain foreign sovereign debt securities may be requested to
participate in the restructuring of such obligations and to extend further loans
to their issuers. There can be no assurance that the Brady Bonds and other
foreign sovereign debt securities in which the Portfolios may invest will not be
subject to similar restructuring arrangements or to requests for new credit
which may adversely affect a Portfolio's holdings. Furthermore, certain
participants in the secondary market for such debt may be directly involved in
negotiating the terms of these arrangements and may therefore have access to
information not available to other market participants.
CERTIFICATES OF DEPOSIT--A certificate of deposit is a negotiable,
interest-bearing instrument with a specific maturity. Certificates of deposit
are issued by banks and savings and loan institutions in exchange for the
deposit of funds, and normally can be traded in the secondary market prior to
maturity. Certificates of deposit have penalties for early withdrawal.
COMMERCIAL PAPER--Commercial paper which the Portfolios may purchase
includes variable amount master demand notes, which may or may not be backed by
bank letters of credit. These notes permit the investment of fluctuating amounts
at varying market rates of interest pursuant to direct arrangements between a
Portfolio, as lender, and the borrower. Such notes provide that the interest
rate on the amount outstanding varies on a daily, weekly or monthly basis
depending upon a stated short-term interest rate index. There is no secondary
market for the notes.
CONVERTIBLE SECURITIES--Convertible securities have characteristics similar
to both fixed income and equity securities. Because of the conversion feature,
the market value of convertible securities tends to move together with the
market value of the underlying stock. As a result, a Portfolio's selection of
convertible securities is based, to a great extent, on the potential for capital
appreciation that may exist in the underlying stock.
FORWARD FOREIGN CURRENCY CONTRACTS--Forward foreign currency contracts
involve an obligation to purchase or sell a specified currency at a future date
at a price set at the time of the contract. Forward currency contracts do not
eliminate fluctuations in the values of portfolio securities but rather allow a
Portfolio to establish a rate of exchange for a future point in time.
When entering into a contract for the purchase or sale of a security in a
foreign currency, a Portfolio may enter into a forward foreign currency contract
for the amount of the purchase or sale price to protect against variations,
between the date the security is purchased or sold and the date on which payment
is made or received, in the value of the foreign currency relative to the United
States dollar or other foreign currency.
Also, when an adviser anticipates that a particular foreign currency may
decline substantially relative to the United States dollar or other leading
currencies, in order to reduce risk, a Portfolio may enter into a
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forward contract to sell, for a fixed amount, the amount of foreign currency
approximating the value of its securities denominated in such foreign currency.
With respect to any such forward foreign currency contract, it will not
generally be possible to match precisely the amount covered by that contract and
the value of the securities involved due to changes in the values of such
securities resulting from market movements between the date the forward contract
is entered into and the date it matures. In addition, while forward currency
contracts may offer protection from losses resulting from declines in value of a
particular foreign currency, they also limit potential gains which might result
from increases in the value of such currency. A Portfolio will also incur costs
in connection with forward foreign currency contracts and conversions of foreign
currencies into United States dollars.
FUTURES AND OPTIONS OF FUTURES--A Portfolio may buy and sell futures
contracts and related options to manage its exposure to changing interest rates
and securities prices. Some strategies reduce a Portfolio's exposure to price
fluctuations, while others tend to increase its market exposure. Futures and
options on futures can be volatile instruments and involve certain risks that
could negatively impact a Portfolio's return. No price is paid upon entering
into futures contracts. Instead, a Portfolio would be required to deposit an
amount of cash or U.S. Treasury securities known as "initial margin." Subsequent
payments, called "variation margin," to and from the broker, would be made on a
daily basis as the value of the futures position varies (a process known as
"market to market"). The margin is in the nature of a performance bond or
good-faith deposit on a futures contract.
INVESTMENT COMPANIES--As a shareholder in an investment company, a Portfolio
would bear its ratable share of that investment company's expenses, including
its advisory and administration fees. In accordance with applicable state
regulatory provisions, the advisers have agreed to waive its management fee with
respect to the portion of this Portfolio's assets invested in shares of other
open-ended investment companies. The Portfolio continues to pay its own
management fees and other expenses with respect to their investments in shares
of closed-end investment companies.
LOWER RATED SECURITIES--Certain Portfolios may invest in lower-rated bonds
commonly referred to as "junk bonds" or high-yield/high-risk securities. Lower
rated securities are defined as securities below the fourth highest rating
category by a nationally recognized statistical rating organization ("NRSRO").
Such obligations are speculative and may be in default. Such securities involve
greater risk of default or price declines than investment grade securities due
to changes in the issuer's creditworthiness and the outlook for economic growth.
The market for these securities may be less active, causing market price
volatility and limited liquidity in the secondary market. This may limit a
Portfolio's ability to sell such securities at their market value. In addition,
the market for these securities may also be adversely affected by legislative
and regulatory developments. Credit quality in the junk bond market can change
suddenly and unexpectedly, and even recently issued credit ratings may not fully
reflect the actual risks imposed by a particular security. There is no bottom
limit on the ratings of high-yield securities that may be purchased or held by a
Portfolio. In addition, a Portfolio may invest in unrated securities subject to
the restrictions stated in the Prospectus.
MORTGAGE-BACKED SECURITIES--Mortgage-backed securities in which a Portfolio
may invest represent pools of mortgage loans assembled for sale to investors by
various governmental agencies such as the Government National Mortgage
Association ("GNMA") and government-related organizations such as Fannie Mae and
the Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by non-
governmental issuers such as commercial banks, savings and loan institutions,
mortgage bankers, and private mortgage insurance companies. Although certain
mortgage-backed securities are guaranteed by a third-party or otherwise
similarly secured, the market value of the security, which may fluctuate, is not
so secured. If a Portfolio purchases a mortgage-backed security at a premium,
that portion may be lost if there is a decline in the market value of the
security whether resulting from changes in interest rates or prepayments in the
underlying mortgage collateral. As with other interest-bearing securities, the
prices of such securities are inversely affected by changes in interest rates.
However, though the value of a mortgage-backed security may decline when
interest rates rise, the converse is not necessarily true since in
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periods of declining interest rates the mortgages underlying the securities are
prone to prepayment. When the mortgage-backed securities held by a Portfolio are
prepaid, the Portfolio must reinvest the proceeds in securities the yield of
which reflects prevailing interest rates, which may be lower than the prepaid
security. For this and other reasons, a mortgage-backed security's stated
maturity may be shortened by unscheduled prepayments of the underlying mortgages
and, therefore, it is not possible to predict accurately the security's return
to a Portfolio. In addition, regular payments received in respect to
mortgage-backed securities include both interest and principal. No assurance can
be given as to the return a Portfolio will receive when these amounts are
reinvested.
A Portfolio may also invest in mortgage-backed securities that are
collateralized mortgage obligations structured on pools of mortgage pass-through
certificates or mortgage loans. For purposes of determining the average maturity
of a mortgage-backed security in its investment portfolio, a Portfolio will
utilize the expected average life of the security, as estimated in good faith by
the Portfolio's advisers. Unlike most single family residential mortgages,
commercial real estate property loans often contain provisions which
substantially reduce the likelihood that such securities will be prepaid. The
provisions generally impose significant prepayment penalties on loans and, in
some cases there may be prohibitions on principal prepayments for several years
following origination.
OPTIONS--A portfolio may purchase put and call options to protect against a
decline in the market value of the securities in its portfolio or to anticipate
an increase in the market value of securities that the Portfolio may seek to
purchase in the future. A Portfolio purchasing put and call options pays a
premium therefor. If price movements in the underlying securities are such that
exercise of the options would not be profitable for the Portfolio, loss of the
premium paid may be offset by an increase in the value of the Portfolio's
securities or by a decrease in the cost of acquisition of securities by the
Portfolio.
A Portfolio may write call options as a means of increasing the yield on its
portfolio and as a means of providing limited protection against decreases in
its market value. A Portfolio will write only "covered" call options. When a
Portfolio sells an option, if the underlying securities do not increase or
decrease to a price level that would make the exercise of the option profitable
to the holder thereof, the option generally will expire without being exercised
and the Portfolio will realize as profit the premium received for such option.
When a call option of which a Portfolio is the writer is exercised, the
Portfolio will be required to sell the underlying securities to the option
holder at the strike price, and will not participate in any increase in the
price of such securities above the strike price. When a put option of which a
Portfolio is the writer is exercised, the Portfolio will be required to purchase
the underlying securities at the strike price, which may be in excess of the
market value of such securities.
The initial purchase (sale) of an option contract is an "opening
transaction." In order to close out an option position, a Portfolio may enter
into a "closing transaction," which is simply the sale (purchase) of an option
contract on the same security with the same exercise price and expiration date
as the option contract originally opened. The ability of a Portfolio to enter
into closing transactions depends upon the existence of a liquid secondary
market for such transactions.
A Portfolio may purchase and write options on an exchange or
over-the-counter. Over-the-counter options ("OTC options") differ from
exchange-traded options in several respects. They are transacted directly with
dealers and not with a clearing corporation, and therefore entail the risk of
non-performance by the dealer. OTC options are available for a greater variety
of securities and for a wider range of expiration dates and exercise prices than
are available for exchange-traded options. Because OTC options are not traded on
an exchange, pricing is done normally by reference to information from a market
maker. It is the position of the Securities and Exchange Commission (the "SEC")
that OTC options are generally illiquid.
PAY-IN-KIND-BONDS--Pay-in-kind bonds are securities which, at the issuer's
option, pay interest in either cash or additional securities for a specified
period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an
issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to
reflect the
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market value of the underlying debt plus an amount representing accrued interest
since the last payment. Pay-in-kind bonds are usually less volatile than zero
coupon bonds, but more volatile than cash pay securities.
RECEIPTS--Receipts are interests in separately traded interest and principal
component parts of U.S. Government obligations that are issued by banks or
brokerage firms and are created by depositing U.S. Government obligations into a
special account at a custodian bank. The custodian holds the interest and
principal payments for the benefit of the registered owners of the certificates
or receipts. The custodian arranges for the issuance of the certificates or
receipts evidencing ownership and maintains the register. Receipts include
"Treasury Receipts" ("TRs"), "Treasury Investment Receipts" ("TIGRs"), "Liquid
Yield Option Notes" ("LYONs") and "Certificates of Accrual on Treasury
Securities" ("CATS"). LYONs, TIGRs and CATS are interests in private proprietary
accounts while TRs and STRIPS (See "U.S. Treasury Obligations") are interests in
accounts sponsored by the U.S. Treasury. Receipts are sold as zero coupon
securities; see "Zero Coupon Securities."
REPURCHASE AGREEMENTS--Repurchase agreements are agreements under which
securities are acquired from a securities dealer or bank subject to resale on an
agreed upon date and at an agreed upon price which includes principal and
interest. A Portfolio involved bears a risk of loss in the event that the other
party to a repurchase agreement defaults on its obligations and the Portfolio is
delayed or prevented from exercising its rights to dispose of the collateral or
if the Portfolio realizes a loss on the sale of the collateral. The Adviser and
Sub-Advisers (collectively, the "Advisers") enter into repurchase agreements
only with financial institutions which they deem to present minimal risk of
bankruptcy during the term of the agreement based on guidelines which are
periodically reviewed by the Board of Trustees. These guidelines currently
permit the Portfolios to enter into repurchase agreements only with approved
primary securities dealers, as recognized by the Federal Reserve Bank of New
York, which have minimum net capital of $100 million, or with a member bank of
the Federal Reserve System. Repurchase agreements are considered to be loans
collateralized by the underlying security. A Portfolio will have actual or
constructive possession of the security or collateral for the repurchase
agreement. Repurchase agreements entered into by the Portfolios will provide
that the underlying security at all times shall have a value at least equal to
102% of the price stated in the agreement. The underlying security will be
marked to market daily. The Advisers monitor compliance with this requirement.
Under all repurchase agreements entered into by a Portfolio, the Custodian or
its agent must take possession of the underlying collateral. However, if the
seller defaults, the Portfolio could realize a loss on the sale of the
underlying security to the extent that the proceeds of sale are less than the
resale price. In addition, even though the Bankruptcy Code provides protection
for most repurchase agreements, if the seller should be involved in bankruptcy
or insolvency proceedings, a Portfolio may incur delay and costs in selling the
security and may suffer a loss of principal and interest if the Portfolio is
treated as an unsecured creditor.
RESTRICTED SECURITIES--Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933,
as amended (the "1933 Act"), or an exemption from registration. Section 4(2)
commercial paper is issued in reliance on an exemption from registration under
Section 4(2) of the 1933 Act, and is generally sold to institutional investors
who purchase for investment. Any resale of such commercial paper must be in an
exempt transaction, usually to an institutional investor through the issuer or
investment dealers who make a market on such commercial paper. Rule 144A
securities are securities re-sold in reliance on an exemption from registration
provided by Rule 144A under the 1933 Act.
SECURITIES LENDING--Loans are made only to borrowers deemed by the advisers
to be in good standing and when, in the judgment of the advisers, the
consideration that can be earned currently from such loaned securities justifies
the attendant risk. Any loan may be terminated by either party upon reasonable
notice to the other party. Each of the Portfolios may use the Distributor as a
broker in these transactions.
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SOVEREIGN DEBT--The cost of servicing external debt will also generally be
adversely affected by rising international interest rates, because many external
debt obligations bear interest at rates which are adjusted based upon
international interest rates. The ability to service external debt will also
depend on the level of the relevant government's international currency reserves
and its access to foreign exchange. Currency devaluations may affect the ability
of a sovereign obligor to obtain sufficient foreign exchange to service its
external debt.
As a result of the foregoing or other factors, a governmental obligor may
default on its obligations. If such an event occurs, a Portfolio may have
limited legal recourse against the issuer and/or guarantor. Remedies must, in
some cases, be pursued in the courts of the defaulting party itself, and the
ability of the holder of foreign sovereign debt securities to obtain recourse
may be subject to the political climate in the relevant country. In addition, no
assurance can be given that the holders of commercial bank debt will not contest
payments to the holders of other foreign sovereign debt obligations in the event
of default under their commercial bank loan agreements.
SWAP, CAPS, FLOORS AND COLLARS--In a typical interest rate swap, one party
agrees to make regular payments equal to a floating interest rate times a
"notional principal amount," in return for payments equal to a fixed rate times
the same amount, for a specific period of time. Swaps may also depend on other
prices or rates, such as the value of an index or mortgage prepayment rates. In
a typical cap or floor agreement, one party agrees to make payments only under
specified circumstances, usually in return for payment of a fee by the other
party. For example, the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specific interest rate exceeds an
agreed-upon level, while the seller of an interest rate floor is obligated to
make payments to the extent that a specified interest rate falls below an
agreed-upon level. An interest rate collar combines elements of buying a cap and
selling a floor.
Swap agreements are sophisticated hedging instruments that typically involve
a small investment of cash relative to the magnitude of risk assumed. As a
result, swaps can be highly volatile and have a considerable impact on a
Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. A Portfolio may also suffer losses
if it is unable to terminate outstanding swap agreements or reduce its exposure
through offsetting transactions. Any obligation a Portfolio may have under these
types of arrangements will covered by setting aside liquid, high grade
securities in a segregated account. A Portfolio will enter into swaps only with
counterparties believed to be creditworthy.
TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits with a withdrawal penalty are
considered to be illiquid securities.
U.S. GOVERNMENT AGENCY SECURITIES--Guarantees of principal by agencies or
instrumentalities of the United States Government may be a guarantee of payment
at the maturity of the obligation so that in the event of a default prior to
maturity there might not be a market and thus no means of realizing on the
market obligation prior to maturity. Guarantees as to the timely payment of
principal and interest do not extend to the value or yield of these securities
nor to the value of the Portfolio's shares.
VARIABLE AND FLOATING RATE INSTRUMENTS--There is a risk that the current
interest rate on such obligations may not accurately reflect existing market
interest rates. A demand instrument with a demand notice exceeding seven days
may be considered illiquid if there is no secondary market for such security.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--These securities are subject to
market fluctuation due to changes in market interest rates, and it is possible
that the market value at the time of settlement could be higher or lower than
the purchase price if the general level of interest rates has changed. Although
a Portfolio generally purchases securities on a when-issued or forward
commitment
S-7
<PAGE>
basis with the intention of actually acquiring securities, a Portfolio may
dispose of a when-issued security on a forward commitment prior to settlement if
the Adviser deems it appropriate to do so. When investing in when-issued
securities, a Portfolio will not accrue income until delivery of the securities
and will invest in such securities only for purposes of actually acquiring the
securities and not for purposes of leveraging.
ZERO COUPON SECURITIES--STRIPS and Receipts (TRs, TIGRs, LYONS and CATS) are
sold as zero coupon securities, that is, fixed income securities that have been
stripped of their unmatured interest coupons. Zero coupon securities are sold at
a (usually substantial) discount and redeemed at face value at their maturity
date without interim cash payments of interest or principal. The amount of this
discount is accreted over the life of the security, and the accretion
constitutes the income earned on the security for both accounting and tax
purposes. Because of these features, the market prices of zero coupon securities
are generally more volatile than the market prices of securities that have
similar maturity but that pay interest periodically. Zero coupon securities are
likely to respond to a greater degree to interest rate changes that are non-zero
coupon securities with similar maturity and credit qualities. The Portfolio may
have to dispose of its portfolio securities under disadvantageous circumstances
to generate cash, or may have to leverage itself by borrowing cash to satisfy
income distribution requirements. A Portfolio accrues income with respect to the
securities prior to the receipt of cash payments. Pay-in-kind securities are
securities that have interest payable by delivery of additional securities.
Deferred payment securities are securities that remain zero coupon securities
until a predetermined date, at which time the stated coupon rate becomes
effective and interest becomes payable at regular intervals. See also "Taxes."
CORPORATE ZERO COUPON SECURITIES--Corporate zero coupon securities are:
(i) notes or debentures which do not pay current interest and are issued at
substantial discounts from par value, or (ii) notes or debentures that pay no
current interest until a stated date one or more years into the future, after
which date the issuer is obligated to pay interest until maturity, usually at a
higher rate than if interest were payable from the date of issuance, and may
also make interest payments in kind (E.G., with identical zero coupon
securities). Such corporate zero coupon securities, in addition to the risks
identified above, are subject to the risk of the issuer's failure to pay
interest and repay principal in accordance with the terms of the obligation.
DESCRIPTION OF RATINGS
The following descriptions are summaries of published ratings.
DESCRIPTION OF COMMERCIAL PAPER RATINGS
Commercial paper rated A by Standard and Poor's Corporation ("S&P") is
regarded by S&P as having the greatest capacity for timely payment. Issues rated
A are further refined by use of the numbers 1+, 1 and 2, to indicate the
relative degree of safety. Issues rated A-1+ are those with an "overwhelming
degree" of credit protection. Those rated A-1, the highest rating category,
reflect a "very strong" degree of safety regarding timely payment. Those rated
A-2, the second highest rating category, reflect a "satisfactory" degree of
safety regarding timely payment.
Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investor's
Service, Inc. ("Moody's") are judged by Moody's to be of the "superior" quality
and "strong" quality, respectively, on the basis of relative repayment capacity.
The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned
by Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as
having the strongest degree of assurance for timely payment. The rating Fitch-2
(Very Good Grade) is the second highest commercial paper rating assigned by
Fitch which reflects an assurance of timely payment only slightly less in degree
than the strongest issues.
S-8
<PAGE>
The rating Duff-1 is the highest commercial paper rating assigned by Duff
and Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high
certainty of timely payment with excellent liquidity factors which are supported
by ample asset protection. Risk factors are minor. Paper rated Duff-2 is
regarded as having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals. Risk factors are
small.
The designation A1, the highest rating category established by IBCA Limited
("IBCA"), indicates that the obligation is supported by a very strong capacity
for timely repayment. Those obligations rated A1+ are supported by the highest
capacity for timely repayment are supported by a strong capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.
The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high
likelihood that principal and interest will be paid on a timely basis.
DESCRIPTION OF CORPORATE BOND RATINGS
Bonds rated AAA have the highest rating S&P assigns to a debt obligation.
Such a rating indicates an extremely strong capacity to pay principal and
interest. Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories. Debt rated BBB is regarded as
having an adequate capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories. Debt rated BB and B is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Debt rated BB has less near-term vulnerability
to default than other speculative grade debt. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions
that could lead to inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied BBB- rating. Debt rated B has greater
vulnerability to default but presently has the capacity to meet interest
payments and principal repayments. Adverse business, financial, or economic
conditions would likely impair capacity or willingness to pay interest and repay
principal. The B rating category also is used for debt subordinated to senior
debt that is assigned an actual or implied BB or BB- rating.
Bonds which are rated Aaa by Moody's are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities. Bonds which
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
S-9
<PAGE>
Bonds which are rated Baa are considered as medium-grade obligations (I.E.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. Bonds which are rated Ba are
judged to have speculative elements; their future cannot be considered as
well-assured. Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Moody's bond ratings, where specified, are applied to senior bank
obligations and insurance company senior policyholder and claims obligations
with an original maturity in excess of one year. Obligations relying upon
support mechanisms such as letters-of-credit and bonds of indemnity are excluded
unless explicitly rated.
Obligations of a branch of a bank are considered to be domiciled in the
country in which the branch is located. Unless noted as an exception, Moody's
rating on a bank's ability to repay senior obligations extends only to branches
located in countries which carry a Moody's sovereign rating. Such branch
obligations are rated at the lower of the bank's rating or Moody's sovereign
rating for the bank deposits for the country in which the branch is located.
When the currency in which an obligation is denominated is not the same as
the currency of the country in which the obligation is domiciled, Moody's
ratings do not incorporate an opinion as to whether payment of the obligation
will be affected by the actions of the government controlling the currency of
denomination. In addition, risk associated with bilateral conflicts between an
investor's home country and either the issuer's home country or the country
where an issuer branch is located are not incorporated into Moody's ratings.
Moody's makes no representation that rated bank obligations or insurance
company obligations are exempt from registration under the U.S. Securities Act
of 1933 or issued in conformity with any other applicable law or regulation. Nor
does Moody's represent that any specific bank or insurance company obligation is
legally enforceable or is a valid senior obligation of a rated issuer.
Moody's ratings are opinions, not recommendations to buy or sell, and their
accuracy is not guaranteed. A rating should be weighed solely as one factor in
an investment decision and you should make your own study and evaluation of any
issuer whose securities or debt obligations you consider buying or selling.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions liable to slight market fluctuation other than through changes in
the money rate. The prime feature of an AAA bond is a showing of earnings
several times or many times interest requirements, with such stability of
applicable earnings that safety is beyond reasonable question whatever changes
occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety
virtually beyond question and are readily salable, whose merits are not unlike
those of the AAA class, but whose margin of safety is less strikingly broad. The
issue may be the obligation of a small company, strongly secured but influenced
as to rating by the lesser financial power of the enterprise and more local type
market.
Bonds rated A are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
Bonds rated BBB are considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in
S-10
<PAGE>
economic conditions and circumstances, however, are more likely to have adverse
impact on these bonds, and therefore impair timely payment. The likelihood that
the ratings of these bonds will fall below investment grade is higher than for
bonds with higher ratings. Bonds rated BB are considered speculative. The
obligor's ability to pay interest and repay principal may be affected over time
by adverse economic changes. However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements. Bonds rated B are considered highly speculative. While bonds in
this class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
Bonds rated Duff-1 are judged by Duff to be of the highest credit quality
with negligible risk factors; only slightly more than U.S. Treasury debt. Bonds
rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with
strong protection factors. Risk is modest but may vary slightly from time to
time because of economic conditions. Bonds rated BBB+, BBB, or BBB- are
considered below average protection factors but still considered sufficient for
prudent investment. Considerable BBB variability in risk during economic cycles.
Bonds rated BB+, BB or BB- are considered below investment grade but deemed
likely to meet obligations when due. Present or prospective financial protection
factors fluctuate according to industry conditions or company fortunes. Overall
quality may move up or down frequently within this category.
Bonds rated B+, B or B- are considered below investment grade and possessing
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.
Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial,
such that adverse changes in business, economic or financial conditions are
unlikely to increase investment risk significantly. Obligations for which there
is a very low expectation of investment risk are rated AA by IBCA. Capacity for
timely repayment of principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase investment risk albeit
not very significantly. Bonds rated A are obligations for which there is a low
expectation of investment risk. Capacity for timely repayment of principal and
interest is strong, although adverse changes in business, economic or financial
conditions may lead to increased investment risk.
Bonds rated BBB are obligations for which there is currently a low
expectation of investment risk. Capacity for timely repayment of principal and
interest is adequate, although adverse changes in business, economic or
financial conditions are more likely to lead to increased investment risk than
for obligations in other categories. Bonds rated BB are obligations for which
there is a possibility of investment risk developing. Capacity for timely
repayment of principal and interest exists, but is susceptible over time to
adverse changes in business, economic or financial conditions. Bonds rated B are
obligations for which investment risk exists. Timely repayment of principal and
interest is not sufficiently protected against adverse changes in business,
economic or financial conditions.
Bonds rated AAA by Thomson BankWatch indicate that the ability to repay
principal and interest on a timely basis is very high. Bonds rated AA indicate a
superior ability to repay principal and interest on a timely basis, with limited
incremental risk compared to issues rated in the highest category. Bonds rated A
indicate the ability to repay principal and interest is strong. Issues rated A
could be more vulnerable to adverse developments (both internal and external)
than obligations with higher ratings.
Bonds rated BBB indicate an acceptable capacity to repay principal and
interest. Issues rated "BBB" are, however, more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.
S-11
<PAGE>
While not investment grade, the BB rating suggests that the likelihood of
default is considerably less than for lower-rated issues. However, there are
significant uncertainties that could affect the ability to adequately service
debt obligations. Issues rated B show a higher degree of uncertainty and
therefore greater likelihood of default than higher-rated issues. Adverse
developments could well negatively affect the payment of interest and principal
on a timely basis.
INVESTMENT LIMITATIONS
The International Equity, Emerging Markets Equity and Emerging Markets Debt
Portfolios may not:
1. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Portfolio may (i) purchase or hold
debt instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) lend its securities.
2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Portfolio may purchase (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts, and (ii)
commodities contracts relating to financial instruments, such as financial
futures contracts and options on such contracts.
3. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
4. Issue senior securities (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), except as permitted by rule, regulation or
order of the SEC.
5. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
The International Fixed Income Portfolio may not:
1. Pledge, mortgage or hypothecate assets except to secure temporary borrowings
as described in the Prospectuses in aggregate amounts not to exceed 10% of
the net assets of such Portfolio taken at current value at the time of the
incurrence of such loan.
2. Make loans, except that the Portfolio may (i) purchase or hold debt
securities in accordance with its investment objectives and policies; (ii)
engage in securities lending as described in this Prospectus and in the
Statement of Additional Information; and (iii) enter into repurchase
agreements, provided that repurchase agreements and time deposits maturing
in more than seven days, and other illiquid securities, including securities
which are not readily marketable or are restricted, are not to exceed, in
the aggregate, 10% of the total assets of the International Fixed Income
Portfolio.
3. Invest in companies for the purpose of exercising control.
4. Acquire more than 10% of the voting securities of any one issuer.
5. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts. However, subject to its permitted
investments, the Portfolio may purchase obligations issued by companies
which invest in real estate, commodities or commodities contracts.
6. Make short sales of securities, maintain a short position or purchase
securities on margin, except as described in the Prospectus and except that
the Trust may obtain short-term credits as necessary for the clearance of
security transactions.
7. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
S-12
<PAGE>
8. Purchase securities of other investment companies except as permitted by the
1940 Act and the rules and regulations thereunder and may only purchase
securities of money market funds. Under these rules and regulations, the
Portfolio is prohibited from acquiring the securities of other investment
companies if, as a result of such acquisition, the Portfolio owns more then
3% of the total voting stock of the company; securities issued by any one
investment company represent more than 5% of the total Portfolio assets; or
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Portfolio. A Portfolio's
purchase of such investment company securities results in the bearing of
expenses such that shareholders would indirectly bear a proportionate share
of the operating expenses of such investment companies, including advisory
fees.
9. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowing as described in the Prospectuses and this Statement
of Additional Information or as permitted by rule, regulation or order of
the SEC.
10. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of 1% of the
shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.
11. Purchase securities of any company which has (with predecessors) a record of
less than three years continuing operations if, as a result, more than 5% of
the total assets (taken at current value) would be invested in such
securities.
12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
13. Purchase restricted securities (securities which must be registered under
the Securities Act of 1933, as amended (the "1933 Act"), before they may be
offered or sold to the public) or other illiquid securities except as
described in the Prospectuses and this Statement of Additional Information.
Except with regard to the limitation on investing in illiquid securities,
the foregoing percentages will apply at the time of the purchase of a security
and shall not be violated unless an excess or deficiency occurs, immediately
after or as a result of a purchase of such security. These investment
limitations and the investment limitations in the Prospectuses are fundamental
policies of the Trust and may not be changed without shareholder approval.
NON-FUNDAMENTAL POLICIES
The following investment limitations are non-fundamental policies and may be
changed without shareholder approval.
The International Equity, Emerging Markets Equity and Emerging Market Debt
Portfolios may not:
1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
by the Portfolio's fundamental limitation on borrowing.
2. Invest in companies for the purpose of exercising control.
3. Purchase securities on margin or effect short sales, except that each
Portfolio may (i) obtain short-term credits as necessary for the clearance
of security transactions, (ii) provide initial and variation margin payments
in connection with transactions involving futures contracts and options on
such contracts, and (iii) make short sales "against the box" or in
compliance with the SEC's position regarding the asset segregation
requirements of Section 18 of the 1940 Act.
4. Purchase securities which are not readily marketable if, in the aggregate,
more than 15% of its total assets would be invested in such securities.
S-13
<PAGE>
5. Purchase or hold illiquid securities, I.E., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its total
assets would be invested in illiquid securities.
6. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.
Except with regard to the limitation on investing in illiquid securities,
the foregoing percentages will apply at the time of the purchase of a security
and shall not be violated unless an excess or deficiency occurs, immediately
after or as a result of a purchase of such security.
THE MANAGER
The Trust and SEI Fund Management ("SEI Management" or the "Manager") have
entered into a Management Agreement (the "Management Agreement"). Formerly, SEI
Financial Management Corporation ("SFM") served as the manager to the Trust. The
Management Agreement provides that the Manager shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Management Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Manager in the performance of its duties or from reckless disregard
of its duties and obligations thereunder.
The continuance of the Management Agreement must be specifically approved at
least annually (i) by the vote of a majority of the Trustees or by the vote of a
majority of the outstanding voting securities of the Portfolios, and (ii) by the
vote of a majority of the Trustees of the Trust who are not parties to the
Management Agreement or an "interested person" (as that term is defined in the
1940 Act) of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement is terminable at
any time without penalty by the Trustees of the Trust, by a vote of a majority
of the outstanding shares of the Portfolios or by the Manager on not less than
30 days' nor more than 60 days' written notice. This Agreement shall not be
assignable by either party without the written consent of the other party.
SEI Management, a Delaware business trust, has its principal business
offices at Oaks, Pennsylvania 19456. SEI Financial Management Corporation
("SFM"), a wholly-owned subsidiary of SEI Investments Company ("SEI"), is the
owner of all beneficial interest in SEI Management. Alfred P. West, Jr., Carmen
V. Romeo, and Henry H. Greer constitute the Board of Directors of SFM, the
Investment Adviser to the Portfolios. Mr. West serves as Chairman of the Board
of Directors and Chief Executive Officer of SFM and SEI, Mr. Greer serves as
President and Chief Operating Officer of SFM and SEI, and Chief Financial
Officer of SEI, and Mr. Romeo serves as Executive Vice President and Treasurer
of SEI. SEI and its subsidiaries and affiliates, including SEI Management, are
leading providers of funds evaluation services, trust accounting systems, and
brokerage and information services to financial institutions, institutional
investors, and money managers. SEI Management and its affiliates also serve as
administrator to the following other mutual funds: The Achievement Funds Trust,
The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds,
CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB Funds, Inc., First American
Funds, Inc., First American Investment Funds, Inc., First American Strategy
Funds, Inc., Marquis Funds-Registered Trademark-, Monitor Funds, Morgan Grenfell
Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Profit Funds
Investment Trust, Rembrandt Funds-Registered Trademark-, Santa Barbara Group of
Mutual Funds, Inc., 1784 Funds-Registered Trademark-, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, Stepstone Funds, STI Classic Funds, STI Classic Variable Trust, and
Turner Funds.
If operating expenses of any Portfolio exceed applicable limitations, the
Manager will pay such excess. The Manager will not be required to bear expenses
of any Portfolio to an extent which would result in the Portfolio's inability to
qualify as a regulated investment company under provisions of the Internal
Revenue Code of 1986, as amended (the "Code"). The term "expenses" is defined in
such laws or regulations, and
S-14
<PAGE>
generally excludes brokerage commissions, distribution expenses, taxes, interest
and extraordinary expenses.
For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, the Portfolios paid fees to the Manager as follows:
<TABLE>
<CAPTION>
MANAGEMENT FEES PAID MANAGEMENT FEES
(REIMBURSED) (000) WAIVED (000)
---------------------- ------------------
PORTFOLIO 1995 1996 1997 1995 1996 1997
- ------------------------------------------ ------ ------ ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio............ $2,653 $1,312 $77 $119
Emerging Markets Equity Portfolio......... $ (9) $ (29) $11 $230
International Fixed Income Portfolio...... $ 122 $ 231 $84 $140
Emerging Markets Debt Portfolio........... * * * * * *
</TABLE>
- ------------------------
* Not in operation during such period.
THE ADVISERS AND SUB-ADVISERS
The Advisory Agreements and certain of the Sub-Advisory Agreements provide
that SEI Financial Management Corporation ("SFM" or the "Adviser") (or any
Sub-Adviser) shall not be protected against any liability to the Trust or its
shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties, or from reckless disregard of its
obligations or duties thereunder. In addition, certain of the Sub-Advisory
Agreements provide that the Sub-Adviser shall not be protected against any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith or negligence on its part in the performance of its duties, or from
reckless disregard of its obligations or duties thereunder.
The continuance of each Advisory and Sub-Advisory Agreement must be
specifically approved at least annually (i) by the vote of a majority of the
outstanding shares of that Portfolio or by the Trustees, and (ii) by the vote of
a majority of the Trustees who are not parties to such Advisory or Sub-Advisory
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. Each Advisory and
Sub-Advisory Agreement will terminate automatically in the event of its
assignment, and is terminable at any time without penalty by the Trustees of the
Trust or, with respect to a Portfolio, by a majority of the outstanding shares
of that Portfolio, on not less than 30 days' nor more than 60 days' written
notice to the Adviser or Sub-Adviser, or by the Adviser or Sub-Adviser on 90
days' written notice to the Trust.
SFM has obtained an exemptive order from the SEC that permits SFM, with the
approval of the Trust's Board of Trustees, to retain unaffiliated sub-advisers
for a Portfolio without submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. The exemptive relief permits the non-disclosure of
amounts payable by SFM under such sub-advisory agreements. The Trust will notify
shareholders in the event of any change in the identity of the sub-adviser for a
Portfolio.
For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, the Portfolios paid advisory fees as follows:
<TABLE>
<CAPTION>
FEES PAID (000) FEE WAIVERS (000)
---------------------- ------------------
PORTFOLIO 1995 1996 1997 1995 1996 1997
- -------------------------------------------------- ------ ------ ------ ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio.................... $1,516 $1,524 $ 0 $ 0
Emerging Markets Equity Portfolio................. $ 4 $ 297 $ 0 $ 0
International Fixed Income........................
Emerging Markets Debt Portfolio................... * * * * * *
</TABLE>
- ------------------------
* Not in operation during such period.
S-15
<PAGE>
For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, SFM paid sub-advisory fees as follows:
<TABLE>
<CAPTION>
SUB-ADVISORY FEES PAID SUB-ADVISORY FEES
(000) WAIVED (000)
---------------------- ------------------
PORTFOLIO 1995 1996 1997 1995 1996 1997
- -------------------------------------------------- ------ ------ ------ ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio....................
Emerging Markets Equity Portfolio.................
Emerging Markets Debt Portfolio................... * * * * * *
</TABLE>
- ------------------------
* Not in operation during such period.
DISTRIBUTION AND SHAREHOLDER SERVICING
The Trust has adopted a Distribution Agreement for the Portfolios. The Trust
has also adopted a Distribution Plan (the "Class D Plan") for the shares of the
Class D shares of the International Equity Portfolio in accordance with the
provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under
which an investment company may directly or indirectly bear expenses relating to
the distribution of its shares. In this connection, the Board of Trustees has
determined that the Plan and Distribution Agreement are in the best interests of
the shareholders. Continuance of the Plan must be approved annually by a
majority of the Trustees of the Trust and by a majority of the Qualified
Trustees, as defined in the Plan. The Plan requires that quarterly written
reports of amounts spent under the Plan and the purposes of such expenditures be
furnished and reviewed by the Trustees. The Plan may not be amended to increase
materially the amount which may be spent thereunder without approval by a
majority of the outstanding shares of the Portfolio or class affected. All
material amendments of the Plan will require approval by a majority of the
Trustees of the Trust and of the Qualified Trustees.
The Class D Plan provides that the Trust will pay a fee of up to .30% of the
average daily net assets of the International Equity Portfolio's Class D shares
that the Distributor can use to compensate broker-dealers and service providers,
including SEI Financial Services Company and its affiliates, which provide
distribution-related services to the International Equity Portfolio's Class D
shareholders or their customers who beneficially own Class D shares. The Class D
Plan provides that, if there are more than one series of Trust securities having
a Class D class, expenses incurred pursuant to the Class D Plan will be
allocated among such several series of the Trust on the basis of their relative
net asset values, unless otherwise determined by a majority of the Qualified
Trustees. See "Distribution" in the Class D Prospectus.
The distribution related services that may be provided under the Plan
include establishing and maintaining customer accounts and records; aggregating
and processing purchase and redemption requests from customers; and placing net
purchase and redemption orders with the Distributor; and automatically investing
customer account cash balances. Certain state securities laws may require those
financial institutions providing such distribution services to register as
dealers pursuant to state law.
Except to the extent that the Manager and Adviser benefitted through
increased fees from an increase in the net assets of the Trust which may have
resulted in part from the expenditures, no interested person of the Trust nor
any Trustee of the Trust who is not an interested person of the Trust had a
direct or indirect financial interest in the operation of the Class D Plan or
related agreements.
The Portfolios have also adopted a shareholder servicing plan for their
Class A shares (the "Service Plan"). Under the Service Plan, the Distributor may
perform, or may compensate other service providers for performing, the following
shareholder services: maintaining client accounts; arranging for bank wires;
responding to client inquiries concerning services provided on investments;
assisting clients in changing dividend options, account designations and
addresses; sub-accounting; providing information on share positions to clients;
forwarding shareholder communications to clients; processing purchase, exchange
and
S-16
<PAGE>
redemption orders; and processing dividend payments. Under the Service Plan, the
Distributor may retain as a profit any difference between the fee it receives
and the amount it pays to third parties.
Although banking laws and regulations prohibit banks from distributing
shares of open-end investment companies such as the Trust, according to an
opinion issued to the staff of the Securities and Exchange Commission ("SEC") by
the Office of the Comptroller of the Currency, financial institutions are not
prohibited from acting in other capacities for investment companies, such as
providing shareholder services. Should future legislative, judicial or
administrative action prohibit or restrict the activities of financial
institutions in connection with providing shareholder services, the Trust may be
required to alter materially or discontinue its arrangements with such financial
institutions.
For the fiscal year ended February 28, 1997, the International Equity
Portfolio incurred the following distribution expenses:
<TABLE>
<CAPTION>
AMOUNT PAID
TO
TOTAL 3RD PARTIES
DIST. BY
EXPENSES SFS FOR
AS A % OF DISTRIBUTOR
TOTAL DIST. NET RELATED SALES
PORTFOLIO CLASS EXPENSES ASSETS SERVICES EXPENSES
- -------------------------------------------------- --------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
International Equity Portfolio.................... D $ % $ $
<CAPTION>
PORTFOLIO PRINTING COSTS OTHER COSTS*
- -------------------------------------------------- -------- ------
<S> <C> <C>
International Equity Portfolio.................... $ $
</TABLE>
- ------------------------
* Costs of complying with securities laws pertaining to the distribution of
shares.
TRUSTEES AND OFFICERS OF THE TRUST
The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund,
ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB
Funds, Inc., First American Funds, Inc., First American Investment Funds, Inc.,
First American Strategy Funds, Inc., HighMark Funds, Marquis
Funds-Registered Trademark-, Monitor Funds, Morgan Grenfell Investment Trust,
The PBHG Funds, Inc., The Pillar Funds, Profit Funds Investment Trust, Rembrandt
Funds-Registered Trademark-, Santa Barbara Group of Mutual Funds, Inc., 1784
Funds-Registered Trademark-, SEI Asset Allocation Trust, SEI Daily Income Trust,
SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone Funds, STI
Classic Funds, STI Classic Variable Trust and Turner Funds, each of which is an
open-end management investment company managed by SEI Fund Management or its
affiliates and, except for Profit Funds Investment Trust, Rembrandt
Funds-Registered Trademark-, and Santa Barbara Group of Mutual Funds, Inc., are
distributed by SEI Financial Services Company.
ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of Trustees*--Retired
since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive
Vice President of the Manager and the Distributor, 1981-1994. Trustee of the
Arbor Fund, Marquis Funds-Registered Trademark-, Advisors' Inner Circle Fund,
SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index
Funds, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, Insurance Investment Products Trust, 1784
Funds-Registered Trademark-, Pillar Funds, Rembrandt Funds-Registered Trademark-
and Stepstone Funds.
WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Manager and Distributor, Director and Secretary of SEI and
Secretary of the Manager and Distributor. Trustee of The Arbor Fund, Marquis
Funds-Registered Trademark-, Advisors' Inner Circle Fund, SEI Liquid Asset
Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset
Allocation Trust, SEI Institutional Investments Trust, SEI Institutional Managed
Trust and Insurance Investment Products Trust.
S-17
<PAGE>
F. WENDELL GOOCH (DOB 12/03/37)--Trustee**--P.O. Box 190, Paoli, IN 47454.
President, Orange County Publishing Co., Inc. since October 1981. Publisher of
the Paoli News and the Paoli Republican and Editor of the Paoli Republican since
January 1981. President, H&W Distribution, Inc., since July 1984. Executive Vice
President, Trust Department, Harris Trust and Savings Bank and Chairman of the
Board of Directors of The Harris Trust Company of Arizona before January 1981.
Trustee of STI Classic Funds, SEI Liquid Asset Trust, SEI Daily Income Trust,
SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI
Institutional Managed Trust and SEI Institutional Investments Trust.
FRANK E. MORRIS (DOB 12/30/23)--Trustee**--105 Walpole Street, Dover, MA
02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988.
Trustee of The Arbor Fund, Marquis Funds-Registered Trademark-, Advisors' Inner
Circle Fund, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt
Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Managed
Trust and SEI Institutional Investments Trust.
JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987-December 1993; Trustee of The Arbor Fund, Marquis
Funds-Registered Trademark-, Advisors' Inner Circle Fund, SEI Liquid Asset
Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset
Allocation Trust, SEI Institutional Investments Trust, SEI Institutional Managed
Trust and Insurance Investment Products Trust since December 1993.
GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--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. Trustee of SEI Liquid Asset
Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset
Allocation Trust, SEI Institutional Investments Trust, and SEI Institutional
Managed Trust.
DAVID G. LEE (DOB 04/16/52)--President and Chief Executive Officer--Senior
Vice President of the Manager and Distributor since 1993. Vice President of the
Manager and Distributor, 1991-1993. President, GW Sierra Trust Funds before
1991.
SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Manager and Distributor since 1988.
KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI, the Manager and
Distributor since 1994. Vice President and Assistant Secretary of SEI, the
Manager and Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP (law
firm), 1988-1992.
RICHARD W. GRANT (DOB 10/25/45)--Secretary--2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI, Manager and Distributor.
KATHRYN L. STANTON (DOB 11/19/58)--Vice President and Assistant
Secretary--Vice President, Deputy General Counsel and Assistant Secretary of
SEI, the Manager and Distributor since 1994. General Counsel, Investment Systems
and Services, since 1997. Associate, Morgan, Lewis & Bockius LLP (law firm),
1989-1994.
JOSEPH P. LYDON (DOB 09/27/59)--Vice President and Assistant
Secretary--Director, Business Administration of Fund Resources, April 1995. Vice
President, Fund Group, Dremen Value Management, LP, President Dremen Financial
Services, Inc. prior to 1995.
MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Fund Resources and the
Manager since 1996. Vice President of Fund Accounting, BISYS Fund Services
(1995-1996). Fidelity Investments (1981-1995).
TODD CIPPERMAN (DOB 01/14/66)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of SEI, the Manager and the Distributor since
1995. Associate, Dewey Ballantine (law firm) (1994-1995). Associate, Winston &
Strawn (law firm) (1991-1994).
BARBARA A. NUGENT (DOB 06/18/56)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI, the Manager and
Distributor since 1996. Associate, Drinker, Biddle & Reath
S-18
<PAGE>
(law firm). Assistant Vice President/Administration, Delaware Service Company,
Inc. (1992-1993), Assistant Vice President--Operations, Delaware Service
Company, Inc. (1988-1992).
MARC H. CAHN (DOB 06/19/57)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of SEI, the Manager and Distributor since
1996. Associate General Counsel, Barclays Bank PLC (1995-1996). ERISA counsel,
First Fidelity Bancorporation (1994-1995), Associate, Morgan, Lewis & Bockius
LLP (1989-1994).
- ------------------------
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
persons" of the Trust as the term is defined in the 1940 Act.
**Messrs. Gooch, Storey, Morris and Sullivan serve as members of the Audit
Committee of the Trust.
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust.
Compensation of officers and affiliated Trustees of the Trust is paid by the
Manager. The Trust pays the fees for unaffiliated Trustees. For the fiscal year
ended February 28, 1997, the Trust paid the following amounts to the Trustees.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR
COMPENSATION FROM RETIREMENT BENEFITS ESTIMATED ANNUAL TOTAL COMPENSATION FROM REGISTRANT
REGISTRANT FOR FYE ACCRUED AS PART OF BENEFITS UPON AND FUND COMPLEX PAID TO DIRECTORS
NAME OF PERSON AND POSITION 2/28/97 FUND EXPENSES RETIREMENT FOR FYE 2/28/97
- --------------------------------- ------------------ ------------------- ---------------- -----------------------------------
<S> <C> <C> <C> <C>
Robert A. Nesher, Trustee........ $ 0 $0 $0 $0 for services on 8 boards
Richard F. Blanchard,
Trustee(1)..................... $13,013 $0 $0 $45,000 for services on 8 boards
William M. Doran, Trustee........ $ 0 $0 $0 $0 for services on 8 boards
F. Wendell Gooch, Trustee........ $27,001 $0 $0 $90,000 for services on 8 boards
Frank E. Morris, Trustee......... $27,001 $0 $0 $90,000 for services on 8 boards
James M. Storey, Trustee(2)...... $27,001 $0 $0 $90,000 for services on 8 boards
George J. Sullivan, Trustee...... $ 5,641 $0 $0 $22,500 for services on 8 boards
</TABLE>
- ------------------------
(1) Deceased May 7, 1996
(2) Mr. Storey received $ of such amount as compensation for service as an
Honorary Trustee for the Trust prior to being elected as a Trustee on August
14, 1996.
PERFORMANCE
From time to time, the Trust may advertise yield and/or total return for one
or more of the Portfolios. These figures will be based on historical earnings
and are not intended to indicate future performance.
The total return of a Portfolio refers to the average compounded rate of
return to a hypothetical investment for designated time periods (including, but
not limited to, the period from which the Portfolio commenced operations through
the specified date), assuming that the entire investment is redeemed at the end
of each period. In particular, total return will be calculated according to the
following formula: P(1 + T)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.
S-19
<PAGE>
Based on the foregoing, the average annual total return for the Portfolios
from inception through February 28, 1997, and for the one, five and ten year
periods ended February 28, 1997 were as follows:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
--------------------------------------------
SINCE
PORTFOLIO CLASS ONE YEAR FIVE YEAR TEN YEAR INCEPTION
- ----------------------------------------- ---------------------------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
International Equity Portfolio A...........................% * * %
D (with load)...............% * * %
D (without load)............% * * %
Emerging Markets Equity Portfolio A...........................% * * %
International Fixed Income Portfolio A...........................% * * %
Emerging Markets Debt Protfolio A........................... * * * *
</TABLE>
- ------------------------
* Not in operation during such period.
From time to time, the Trust may advertise the yield of the International
Fixed Income Portfolio. The yield of the Portfolio refers to the annualized
income generated by an investment in the Portfolio over a specified 30-day
period. The yield is calculated by assuming that the income generated by the
investment during that period is generated for each like period over one year
and is shown as a percentage of the investment. In particular, yield will be
calculated according to the following formula:
Yield = 2([[(a-b)/cd + 1]to the power of 6] - 1)
where a = dividends and interest earning during the period; b = expenses accrued
for the period (net of reimbursement); c = the current daily number of shares
outstanding during the period that were entitled to receive dividends; and d =
the maximum offering price per share on the last day of the period.
Actual yields will depend on such variables as asset quality, average asset
maturity, the type of instruments a Portfolio invests in, changes in interest
rates on money market instruments, changes in the expenses of a Portfolio and
other factors.
Yields are one basis upon which investors may compare a Portfolio with other
mutual funds; however, yields of other mutual funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.
For the 30-day period ended February 28, 1997, the yield for the
International Fixed Income Portfolio was %.
The Portfolios may, from time to time, compare their performance to other
mutual funds tracked by mutual fund rating services, to broad groups of
comparable mutual funds or to unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs.
S-20
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
The purchase and redemption price of shares is the net asset value of each
share. A Portfolio's securities are valued by SEI Management pursuant to
valuations provided by an independent pricing service (generally the last quoted
sale price). Portfolio securities listed on a securities exchange for which
market quotations are available are valued at the last quoted sale price on each
Business Day (defined as days on which the New York Stock Exchange is open for
business ("Business Day")) or, if there is no such reported sale, at the most
recently quoted bid price. Unlisted securities for which market quotations are
readily available are valued at the most recently quoted bid price. The pricing
service may also use a matrix system to determine valuations. This system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
valuations. The procedures of the pricing service and its valuations are
reviewed by the officers of the Trust under the general supervision of the
Trustees.
Shares of a Portfolio may be purchased in exchange for securities included
in the Portfolio subject to SEI Management's determination that the securities
are acceptable. Securities accepted in an exchange will be valued at the market
value. All accrued interest and subscription of other rights which are reflected
in the market price of accepted securities at the time of valuation become the
property of the Trust and must be delivered by the Shareholder to the Trust upon
receipt from the issuer.
SEI Management will not accept securities for a Portfolio unless: (1) such
securities are appropriate in the Portfolio at the time of the exchange; (2)
such securities are acquired for investment and not for resale; (3) the
Shareholder represents and agrees that all securities offered to the Trust for
the Portfolio are not subject to any restrictions upon their sale by the
Portfolio under the Securities Act of 1933, or otherwise; (4) such securities
are traded on the American Stock Exchange, the New York Stock Exchange or on
NASDAQ in an unrelated transaction with a quoted sales price on the same day the
exchange valuation is made or,if not listed on such exchanges or on NASDAQ, have
prices available from an independent pricing service approved by the Trust's
Board of Trustees; and (5) the securities may be acquired under the investment
restrictions applicable to the Portfolio.
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period during which trading
on the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or evaluation of the portfolio securities is not reasonably
practicable, or for such other periods as the SEC may by order permit. The Trust
also reserves the right to suspend sales of shares of the Portfolios for any
period during which the New York Stock Exchange, the Manager, the Advisers, the
Distributor and/or the Custodians are not open for business. Currently, the
following holidays are observed by the Trust: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
It is currently the Trust's policy to pay for all redemptions in cash. The
Trust retains the right, however, to alter this policy to provide for
redemptions in whole or in part by a distribution in kind of securities held by
a Portfolio in lieu of cash. Shareholders may incur brokerage charges in
connection with the sale of such securities. However, a shareholder will at all
times be entitled to aggregate cash redemptions from a Portfolio of the Trust
during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's
net assets in cash. A gain or loss for federal income tax purposes would be
realized by a shareholder subject to taxation upon an in-kind redemption
depending upon the shareholder's basis in the shares of the Portfolio redeemed.
Portfolio securities may be traded on foreign markets on days other than
Business Days or the net asset value of a Portfolio may be computed on days when
such foreign markets are closed. In addition, foreign markets may close at times
other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a
share of a Portfolio may not reflect all events that may affect the value of the
Portfolio's foreign
S-21
<PAGE>
securities unless the Adviser determines that such events materially affect net
asset value in which case net asset value will be determined by consideration of
other factors.
REDUCTIONS IN SALES CHARGES
In calculating the sales charge rates applicable to current purchases of
Class D shares, members of the following affinity groups and clients of the
following broker-dealers, each of which has entered into an agreement with the
Distributor, are entitled to the following percentage-based discounts from the
otherwise applicable sales charge:
<TABLE>
<CAPTION>
PERCENTAGE DATE OFFER DATE OFFER
NAME OF GROUP DISCOUNT STARTS TERMINATES
- --------------------------------------------------------- ------------- ---------- ----------
<S> <C> <C> <C>
BHC Securities, Inc. .................................... 10% 12/29/94 N/A
First Security Investor Services, Inc. .................. 10% 12/29/94 N/A
</TABLE>
Those members or clients who take advantage of a percentage-based reduction
in the sales charge during the offering period noted above may continue to
purchase shares at the reduced sales charge rate after the offering period
relating to each such purchaser's affinity group or broker-dealer relationship
has terminated.
Please contact the Distributor at 1-800-437-6016 for more information.
SHAREHOLDER SERVICES (CLASS D SHARES)
The following is a description of plans and privileges by which the sale
charges imposed on the Class D shares of the International Equity Portfolio may
be reduced.
RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity
discounts when his or her new investment, together with the current offering
price value of all holdings of that shareholder in certain eligible portfolios,
reaches a discount level. See "Purchase and Redemption of Shares" in the
Prospectus for the sales charge on quantity purchases.
LETTER OF INTENT: The reduced sales charges are also applicable to the
aggregate amount of purchases made by a purchaser within a 13-month period
pursuant to a written Letter of Intent provided to the Distributor that (i) does
not legally bind the signer to purchase any set number of shares and (ii)
provides for the holding in escrow by the Administrator of 5% of the amount
purchased until such purchase is completed within the 13-month period. A Letter
of Intent may be dated to include shares purchased up to 90 days prior to the
date the Letter is signed. The 13-month period begins on the date of the
earliest purchase. If the intended investment is not completed, the
Administrator will surrender an appropriate number of the escrowed shares for
redemption in order to recover the difference between the sales charge imposed
under the Letter of Intent and the sales charge that would have otherwise been
imposed.
DISTRIBUTION INVESTMENT OPTION: Distributions of dividends and capital
gains made by a Portfolio may be automatically invested in shares of another
Portfolio if shares of that Portfolio are available for sale. Such investments
will be subject to initial investment minimums, as well as additional purchase
minimums. A shareholder considering the Distribution Investment Option should
obtain and read the prospectus of the other Portfolios and consider the
differences in objectives and policies before making any investment.
REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of the
Portfolio has a one-time right to reinvest the redemption proceeds in shares of
a Portfolio at their net asset value as of the time of reinvestment. Such a
reinvestment must be made within 30 days of the redemption and is limited to the
amount of the redemption proceeds. Although redemptions and repurchases of
shares are taxable events, a reinvestment within such 30-day period in the same
fund is considered a "wash sale" and results in the inability to recognize
currently all or a portion of a loss realized on the original redemption for
federal
S-22
<PAGE>
income tax purposes. The investor must notify the Transfer Agent at the time the
trade is placed that the transaction is a reinvestment.
EXCHANGE PRIVILEGE: Some or all of the Portfolio's Class D shares for which
payment has been received (I.E., an established account), may be exchanged for
Class D shares of other portfolios of SEI Liquid Asset Trust, SEI Tax Exempt
Trust, and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at
net asset value plus any applicable sales charge. SEI Funds' portfolios that are
not money market portfolios currently impose a sales charge on Class D shares. A
shareholder who exchanges into one of these "non-money market" portfolios will
have to pay a sales charge on any portion of the exchanged Class D shares for
which he or she has not previously paid a sales charge. If a shareholder has
paid a sales charge on Class D shares, no additional sales charge will be
assessed when he or she exchanges those Class D shares for other Class D shares.
If a shareholder buys Class D shares of a "non-money market" fund and receives a
sales load waiver, he or she will be deemed to have paid the sales load for
purposes of this exchange privilege. In calculating any sales charge payable on
an exchange transaction, the SEI Funds will assume that the first shares a
shareholder exchanges are those on which he or she has already paid a sales
charge. Sales charge waivers may also be available under certain circumstances,
as described in the Prospectuses. The Trust reserves the right to change the
terms and conditions of the exchange privilege discussed herein, or to terminate
the exchange privilege, upon sixty days' notice. Exchanges will be made only
after proper instructions in writing or by telephone (an "Exchange Request") are
received for an established account by the Distributor.
A shareholder may exchange the shares of the Portfolio's Class D shares, for
which good payment has been received, in his or her account at any time,
regardless of how long he or she has held his or her shares.
Each Exchange Request must be in proper form (I.E., if in writing, signed by
the record owner(s) exactly as the shares are registered; if by telephone,
proper account identification is given by the dealer or shareholder of record),
and each exchange must involve either shares having an aggregate value of at
least $1,000 or all the shares in the account. Each exchange involves the
redemption of the shares of the Portfolio (the "Old Portfolio") to be exchanged
and the purchase at net asset value (I.E., without a sales charge) of the shares
of the other portfolios (the "New Portfolios"). Any gain or loss on the
redemption of the shares exchanged is reportable on the shareholder's federal
income tax return, unless such shares were held in a tax-deferred retirement
plan or other tax-exempt account. If the Exchange Request is received by the
Distributor in writing or by telephone on any business day prior to the
redemption cut-off time specified in each Prospectus, the exchange usually will
occur on that day if all the restrictions set forth above have been complied
with at that time. However, payment of the redemption proceeds by the Old
Portfolios, and thus the purchase of shares of the New Portfolios, may be
delayed for up to seven days if the Portfolio determines that such delay would
be in the best interest of all of its shareholders. Investment dealers which
have satisfied criteria established by the Portfolios may also communicate a
shareholder's Exchange Request to the Portfolio subject to the restrictions set
forth above. No more than five exchange requests may be made in any one
telephone Exchange Request.
TAXES
QUALIFICATION AS A RIC
The following discussion of federal income tax consequences is based on the
Code and the regulations issued thereunder as in effect on the date of this
Statement. New legislation, as well as administrative or court decisions, may
significantly change the conclusions expressed herein and may have a retroactive
effect with respect to the transactions contemplated herein.
In order to qualify for treatment as a regulated investment company ("RIC")
under the Code, a Portfolio must distribute annually to its shareholders at
least the sum of 90% of its net interest income excludable from gross income
plus 90% of its investment company taxable income (generally, net investment
income, including net short-term capital gain) ("Distribution Requirement") and
must meet
S-23
<PAGE>
several additional requirements. Among these requirements are the following: (i)
at least 90% of a Portfolio's gross income each taxable year must be derived
from dividends, interest, payments with respect to securities loans and gains
from the sale or other disposition of stocks or securities or foreign currencies
or other income (including gains from forward contracts) derived with respect to
its business of investing in stocks or securities or those currencies ("Income
Requirement"); (ii) a Portfolio must derive less than 30% of its gross income
each taxable year from the sale or other disposition of any of the following
that were held for less than three months: stocks or securities, options,
futures, or forward contracts, or foreign currencies (or options, futures, or
forward contracts thereon) that are not directly related to a Portfolio's
principal business of investing in stocks or securities ("Short-Short
Limitation"); (iii) at the close of each quarter of a Portfolio's taxable year,
at least 50% of the value of its total assets must be represented by cash and
cash items, United States Government securities, securities of other RICs and
other securities, with such other securities limited, in respect of any one
issuer, to an amount that does not exceed 5% of the value of a Portfolio's total
assets and that does not represent more than 10% of the outstanding voting
securities of the issuer; and (iv) at the close of each quarter of a Portfolio's
taxable year, not more than 25% of the value of its total assets may be invested
in securities (other than United States Government securities or the securities
of other RICs) of any one issuer or of two or more issuers of which the
Portfolio owns at least 20% of the voting power and which are engaged in the
same, similar, or related trades or businesses.
Notwithstanding the Distribution Requirement described above, which only
requires a Portfolio to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital
gain, a Portfolio will be subject to a nondeductible 4% federal excise tax to
the extent it fails to distribute by the end of any calendar year at least 98%
of its ordinary income for that year and 90% of its capital gain net income for
the one-year period ending on October 31, of that year, plus certain other
amounts. Each Portfolio intends to make sufficient distributions to avoid
liability for the federal excise tax applicable to RICs.
The use of hedging strategies, such as entering into forward foreign
currency contracts, involves complex rules that will determine for income tax
purposes the character and timing of recognition of the income received in
connection therewith by the Portfolio. Income from foreign currencies, and
income from transactions in forward contracts that are directly related to a
Portfolio's business of investing in securities or foreign currencies, will
qualify as permissible income under the Income Requirement. Income from the
disposition of foreign currencies, and forward foreign currency contracts on
foreign currencies, that are not directly related to a Portfolio's principal
business of investing in securities will be subject to the Short-Short
Limitation if they are held for less than three months and may by regulation be
excluded from qualifying income.
Any increase in value on a position that is part of a "designated hedge"
will be offset by any decrease in value (whether realized or not) of the
offsetting hedging position during the period of the hedge for purposes of
determining whether a Portfolio satisfies the Short-Short Limitation. Thus, only
the net gain (if any) from the designated hedge will be included in gross income
for purposes of that Limitation.
If a Portfolio fails to qualify as a RIC for any year, all of its income
will be subject to tax at corporate rates, and its distributions (including
capital gains distributions) will be taxable as ordinary income dividends to its
shareholders, subject to the dividends received deduction for corporate
shareholders.
A gain or loss realized by a shareholder on the sale or exchange of shares
of a Portfolio held as a capital asset will be long-term capital gain or loss if
the holding period for the shares exceeds one year, and otherwise will be
short-term gain or loss. Any loss realized on a sale or exchange of shares of a
Portfolio will be disallowed to the extent the shares disposed of are replaced
within the 61-day period beginning 30 days before and ending 30 days after the
shares are disposed of. Any loss realized by a shareholder on the disposition of
shares held six months or less is treated as a long-term capital loss to the
extent of any
S-24
<PAGE>
distributions of net long-term capital gains received by the shareholder with
respect to such shares or any inclusion or undistributed capital gain with
respect to such shares.
A Portfolio will be required in certain cases to withhold and remit to the
United States Treasury 31% of amounts payable to any shareholder who (1) has
provided the Portfolio either an incorrect tax identification number or no
number at all, (2) who is subject to backup withholding by the Internal Revenue
Service for failure to properly report payments of interest or dividends, or (3)
who has failed to certify to the Portfolio that such shareholder is not subject
to backup withholding.
With respect to investments in STRIPS, TR's, TIGR's, LYONs, CATS and other
Zero Coupon securities which are sold at original issue discount and thus do not
make periodic cash interest payments, a Portfolio will be required to include as
part of its current income the imputed interest on such obligations even though
the Portfolio has not received any interest payments on such obligations during
that period. Because each Portfolio distributes all of its net investment income
to its shareholders, a Portfolio may have to sell Portfolio securities to
distribute such imputed income which may occur at a time when the advisers would
not have chosen to sell such securities and which may result in taxable gain or
loss.
STATE TAXES
A Portfolio is not liable for any income or franchise tax in Massachusetts
if it qualifies as a RIC for federal income tax purposes. Distributions by a
Portfolio to shareholders and the ownership of shares may be subject to state
and local taxes. Shareholders should consult their tax advisors regarding the
state and local tax consequences of investments in a Portfolio.
FOREIGN TAXES
Dividends and interest received by a Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on a Portfolio's securities. Tax
conventions between certain countries and the United States may reduce or
eliminate these taxes. Foreign countries generally do not impose taxes on
capital gains with respect to investments by foreign investors. If more than 50%
of the value of a Portfolio's total assets at the close of its taxable year
consists of stock or securities of foreign corporations, a Portfolio will be
eligible to, and will, file an election with the Internal Revenue Service that
will enable shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and United States possessions income taxes
paid by a Portfolio. Pursuant to the election, a Portfolio will treat those
taxes as dividends paid to its shareholders. Each shareholder will be required
to include a proportionate share of those taxes in gross income as income
received from a foreign source and must treat the amount so included as if the
shareholder had paid the foreign tax directly. The shareholder may then either
deduct the taxes deemed paid by him or her in computing his or her taxable
income or, alternatively, use the foregoing information in calculating the
foreign tax credit (subject to significant limitations) against the
shareholder's federal income tax. If a Portfolio makes the election, it will
report annually to its shareholders the respective amounts per share of the
Portfolio's income from sources within, and taxes paid to, foreign countries and
United States possessions.
PORTFOLIO TRANSACTIONS
The Trust has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Advisers are responsible for placing orders to
execute Portfolio transactions. In placing orders, it is the Trust's policy to
seek to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the Advisers
generally seek reasonably competitive spreads or commissions, the Trust will not
necessarily be paying the lowest spread or
S-25
<PAGE>
commission available. The Trust will not purchase portfolio securities from any
affiliated person acting as principal except in conformity with the regulations
of the SEC.
The Trust does not expect to use one particular dealer, but, subject to the
Trust's policy of seeking the best net results, dealers who provide supplemental
investment research to the Adviser or sub-advisers may receive orders for
transactions by the Trust. Information so received will be in addition to and
not in lieu of the services required to be performed by the Advisers or
sub-advisers under the Advisory Agreement and Sub-Advisory Agreements, and the
expenses of the Advisers and sub-advisers will not necessarily be reduced as a
result of the receipt of such supplemental information. These research services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends, assisting in
determining portfolio performance evaluation and technical market analyses. Such
services are used by the Advisers or sub-advisers in connection with their
investment decision-making process with respect to one or more funds and
accounts managed by them, and may not be used exclusively with respect to the
fund or account generating the brokerage.
The money market securities in which a Portfolio invests are traded
primarily in the over-the-counter market. Bonds and debentures are usually
traded over-the-counter, but may be traded on an exchange. Where possible, each
Adviser will deal directly with the dealers who make a market in the securities
involved except in those circumstances where better prices and execution are
available elsewhere. Such dealers usually are acting as principal for their own
account. On occasion, securities may be purchased directly from the issuer.
Money market securities are generally traded on a net basis and do not normally
involve either brokerage commissions or transfer taxes. The cost of executing
portfolio securities transactions of a Portfolio will primarily consist of
dealer spreads and underwriting commissions.
It is expected that the Portfolios may execute brokerage or other agency
transactions through the Distributor, a registered broker-dealer, for a
commission, in conformity with the 1940 Act, the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder. Under these
provisions, the Distributor is permitted to receive and retain compensation for
effecting portfolio transactions for a Portfolio on an exchange if a written
contract is in effect between the Distributor and the Trust expressly permitting
the Distributor to receive and retain such compensation. These provisions
further require that commissions paid to the Distributor by the Trust for
exchange transactions not exceed "usual and customary" brokerage commissions.
The rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other renumeration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees, including
those who are not "interested persons" of the Trust, have adopted procedures for
evaluating the reasonableness of commissions paid to the Distributor and will
review these procedures periodically.
In addition, SFM has adopted a policy respecting the receipt of research and
related products and services in connection with transactions effected for
Portfolios operating within the "Manager of Managers" structure. Under this
policy, SFM and the various firms that serve as sub-advisers to certain
Portfolios of the Trust, in the exercise of joint investment discretion over the
assets of a Portfolio, will direct a substantial portion of a Portfolio's
brokerage to the Distributor in consideration of the Distributor's provision of
research and related products to SFM for use in performing its advisory
responsibilities. All such transactions directed to the Distributor must be
accomplished in a manner that is consistent with the Trust's policy to achieve
best net results, and must comply with the Trust's procedures regarding the
execution of transactions through affiliated brokers.
S-26
<PAGE>
For the fiscal year ended February 28, 1997, the Portfolios paid the
following brokerage fees:
<TABLE>
<CAPTION>
% TOTAL TOTAL $
TOTAL $ AMOUNT % OF TOTAL BROKERED TOTAL $ AMOUNT OF
TOTAL $ AMOUNT OF BROKERAGE BROKERAGE TRANSACTIONS AMOUNT OF BROKERAGE
OF BROKERAGE COMMISSIONS COMMISSIONS EFFECTED BROKERED COMMISSIONS
COMMISSION PAID TO PAID TO THROUGH TRANSACTIONS PAID FOR
PAID IN 1997 AFFILIATES IN AFFILIATES AFFILIATES FOR RESEARCH RESEARCH IN
PORTFOLIO (000) 1997 (000) IN 1997 IN 1997 IN 1997 1997
- ----------------------------------- -------------- -------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio..... $ $ % % $ $
Emerging Markets Equity
Portfolio........................ $ $ % % $ $
International Fixed Income
Portfolio........................ $ $ % %
Emerging Markets Debt Portfolio.... * * * * * *
</TABLE>
- ------------------------
* Not in operation during such period.
For the fiscal years ended February 28, 1995 and February 29, 1996, the
Portfolios paid the following brokerage fees:
<TABLE>
<CAPTION>
TOTAL $ TOTAL $
AMOUNT OF AMOUNT OF
TOTAL $ BROKERAGE BROKERAGE
TOTAL $ AMOUNT AMOUNT OF COMMISSIONS COMMISSIONS
OF BROKERAGE BROKERAGE PAID TO PAID TO
COMMISSIONS COMMISSIONS AFFILIATES AFFILIATES
PAID IN 1995 PAID IN 1996 IN 1995 IN 1996
PORTFOLIO (000) (000) (000) (000)
- ----------------------------------- -------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
International Equity Portfolio..... $ 1,482 $ $ 171 $
Emerging Markets Equity
Portfolio........................ $ 26 $ 0
International Fixed Income
Portfolio........................ $ 0 $ * *
Emerging Markets Debt Portfolio.... * * * *
</TABLE>
- ------------------------
* Not in operation during such period.
The principal reason for the increase in brokerage commissions paid by the
International Equity Portfolio in the last three fiscal years was the growth of
the assets in the International Equity Portfolio.
For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, Class D Shareholders paid the following sales charges:
<TABLE>
<CAPTION>
DOLLAR AMOUNT OF CHARGES
DOLLAR AMOUNT OF CHARGES (000) RETAINED BY SFS (000)
------------------------------- -----------------------------
PORTFOLIO 1995 1996 1997 1995 1996 1997
- --------------------------------------------- ---------- ---------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio--Class D......
</TABLE>
The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. As of February 28, 1997, the International
Equity Portfolio had entered into a repurchase agreement in the amount of
approximately $ with J.P. Morgan Securities Inc. ("J.P. Securities"), a
wholly owned subsidiary of J.P. Morgan Co. Incorporated. J.P. Securities is
considered "regular brokers or dealers" of the Trust.
Since the Trust does not market its shares through intermediary brokers or
dealers, it is not the Trust's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Advisers may place Portfolio orders with qualified
broker-dealers who recommend the Trust to clients, and may, when a number of
brokers and dealers can provide best price and execution on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.
S-27
<PAGE>
The portfolio turnover rate for each Portfolio for the fiscal years ended
February 29, 1996 and February 28, 1997 was as follows:
<TABLE>
<CAPTION>
TURNOVER RATE
--------------------
PORTFOLIO 1996 1997
- -------------------------------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
International Equity Portfolio....................................................................
Emerging Markets Equity Portfolio.................................................................
International Fixed Income Portfolio..............................................................
Emerging Markets Debt Portfolio................................................................... * *
</TABLE>
- ------------------------
* Not in operation during such period.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of each Portfolio, each of which represents an equal proportionate
interest in that Portfolio. Each share upon liquidation entitles a shareholder
to a pro rata share in the net assets of that Portfolio. Shareholders have no
preemptive rights. The Declaration of Trust provides that the Trustees of the
Trust may create additional portfolios of shares or classes of portfolios. Share
certificates representing the shares will not be issued.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for
his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or administrators, shall not be liable
for any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his wilful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.
VOTING
Where the Prospectuses for the Portfolios or Statement of Additional
Information state that an investment limitation or a fundamental policy may not
be changed without shareholder approval, such approval means the vote of (i) 67%
or more of a Portfolio's shares present at a meeting if the holders of more than
50% of the outstanding shares of the Portfolio are present or represented by
Proxy, or (ii) more than 50% of a Portfolio's outstanding shares, whichever is
less.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a Trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the Trust. Even if, however, the Trust were held to be a
partnership, the possibility of the shareholders' incurring financial loss for
that reason appears remote because the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholders held personally liable for the
obligations of the Trust.
S-28
<PAGE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of March 17, 1997, the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or
more of the shares of the Portfolios. The Trust believes that most of the shares
referred to below were held by the below persons in accounts for their
fiduciary, agency or custodial customers.
INTERNATIONAL EQUITY PORTFOLIO:
CLASS A
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
SEI Trust Company ........................................................... 36,272,109.6220 64.89%
Attn: Jacqueline Esposito
Oaks, PA 19456
</TABLE>
INTERNATIONAL FIXED INCOME:
CLASS A
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
Mutual Fund Special Cust. Acct. ............................................. 1,183,845.3490 6.00%
For EXCL Benefit of Customers
of Montgomery Securities
600 Montgomery St., 4th Fl.
San Francisco, CA 94111-2703
SEI Trust Company ........................................................... 13,099,618,7490 66.38%
Attn: Jacqueline Esposito
Oaks, PA 19456
</TABLE>
EMERGING MARKETS EQUITY:
CLASS A
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
SEI Trust Company ........................................................... 12,583,879.2640 71.60%
Attn: Jacqueline Esposito
Oaks, PA 19456
Patterson & Co. ............................................................. 1,036,174.7740 5.90%
c/o Corestates Bank NA
P.O. Box 7829
Philadelphia, PA 19101-7829
</TABLE>
S-29
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO:
CLASS D
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
BHC Securities Inc. ......................................................... 14,186.7630 75.38%
Trade House Account
Attn: Mutual Funds
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
</TABLE>
EXPERTS
The financial statements included in this Statement of Additional
Information and the Financial Highlights included in the Prospectus have been
audited by Price Waterhouse LLP, independent accountants.
FINANCIAL STATEMENTS
The financial statements incorporated by reference in this Statement of
Additional Information have been incorporated by reference in reliance on the
report of Price Waterhouse LLP, independent accounts, given on the authority of
said firm as experts in auditing and accounting.
S-30
<PAGE>
PART C: OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements:
Part A--Financial Highlights
Part B--The following audited financial statements for the International
Equity Portfolio Emerging Markets Equity Portfolio and International
Fixed Income Portfolio for the fiscal year ended February 29, 1996,
including Price Waterhouse LLP's report thereon, included in the
Statement of Additional Information, filed as part of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement on Form N-1A
(File No. 33-22821) as filed with the Securities and Exchange Commission
on April 25, 1996, are incorporated herein by reference.
(b) Additional Exhibits:
<TABLE>
<S> <C>
(1) Agreement and Declaration of Trust dated June 28, 1988 is incorporated
herein by reference to Registrant's Registration Statement on Form N-1A
(File No. 33-22821) filed with the Securities and Exchange Commission
("SEC") on June 30, 1988.
(2) By-Laws as originally filed with Registrant's Registration Statement on Form
N-1A (File No. 33-22821) filed with the SEC on June 30, 1988, are filed
herewith.
(2)(a) Amended By-Laws are filed herewith.
(3) Not Applicable
(4) Not Applicable
(5)(a) Investment Advisory Agreement between Registrant and Brinson Partners, Inc.
dated June 5, 1991 as originally filed as Exhibit (5)(b) to Post-Effective
Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on May 16, 1991, is filed herewith.
(5)(b) Investment Advisory Agreement between Registrant and Strategic Fixed Income
L.P. dated June 15, 1993 is incorporated herein by reference as Exhibit
(5)(c) to Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on March
31, 1993.
(5)(c) Investment Advisory Agreement between Registrant and Morgan Grenfell
Investment Services Ltd. dated April 25, 1994 as originally filed as
Exhibit (5)(e) to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the
SEC on May 2, 1994, is filed herewith.
(5)(d) Investment Advisory Agreement between Registrant and Schroder Capital
Management International Limited dated April 25, 1994 as originally filed
as Exhibit (5)(f) to Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the
SEC on May 2, 1994, is filed herewith.
(5)(e) Investment Advisory Agreement between Registrant and SEI Financial
Management Corporation dated December 16, 1994 incorporated herein by
reference as Exhibit (5)(g) to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995.
(5)(f) Investment Advisory Agreement between Registrant and Strategic Fixed Income
L.P. dated April 25, 1994, as previously filed as Exhibit (5)(h) to
Post-Effective Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is
filed herewith.
(5)(g) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell
Investment Services Ltd. dated March 25, 1996, previously filed as Exhibit
(5)(i) to Post-Effective Amendment No. 19 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on April
28, 1995, is filed herewith.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(5)(h) Investment Sub-Advisory Agreement between Registrant and Schroder Capital
Management International Limited dated December 14, 1995 previously filed
as Exhibit (5)(j) to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the
SEC on April 28, 1995, is filed herewith.
(5)(i) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset
Management L.P. dated December 21, 1994 incorporated herein by reference
as Exhibit (5)(k) to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the
SEC on April 28, 1995.
(5)(j) Investment Sub-Advisory Agreement between Registrant and Acadian Asset
Management, Inc. dated December 16, 1994 incorporated herein by reference
as Exhibit (5)(l) to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the
SEC on April 28, 1995.
(5)(k) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited
dated December 16, 1994 incorporated herein by reference as Exhibit (5)(m)
to Post-Effective Amendment No. 19 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995.
(5)(l) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Schroder Capital Management International Limited
incorporated herein by reference as Exhibit (5)(n) to Registrant's
Registration Statement on Form N-14 (File No. 33-65361), filed with the
SEC on April 25, 1996.
(5)(m) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Morgan Grenfell Investment Services Limited incorporated
herein by reference as Exhibit (5)(o) to Registrant's Registration
Statement on Form N-14 (File No. 33-65361), filed with the SEC on April
25, 1996.
(5)(n) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Coronation Asset Management (Proprietary) Limited dated
September 30, 1996 is filed herewith.
(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Parametric Portfolio Associates dated September 11, 1996
is filed herewith.
(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Farrell Wako Global Investment Management, Inc. dated June
14, 1996 is filed herewith.
(5)(q) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Lazard London International Investment Management Limited
dated December 30, 1996 is filed herewith.
(5)(r) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Seligman Henderson Co. dated June 14, 1996 is filed
herewith.
(5)(s) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Yamaichi Capital Management/Yamaichi Capital Management
(Singapore) Limited dated June 14, 1996 is filed herewith.
(5)(t) Investment Advisory Agreement between Registrant and Acadian Asset
Management, Inc. dated November 7, 1994 is filed herewith.
(5)(u) Investment Advisory Agreement between Registrant and World Invest Limited
dated November 7, 1994 is filed herewith.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(6) Distribution Agreement between Registrant and SEI Financial Services Company
is incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on August 30, 1988.
(7) Not Applicable
(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust
Company is incorporated herein by reference as Exhibit (8) to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988.
(8)(b) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. is
incorporated herein by reference as Exhibit (8)(c) to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on March 31, 1993.
(9)(a) Management Agreement between Registrant and SEI Financial Management Company
is incorporated herein by reference as Exhibit (5)(a) to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on August 30, 1988.
(9)(b) Schedule C to Management Agreement between Registrant and SEI Financial
Management Company adding the International Fixed Income Portfolio as
originally filed as Exhibit (5)(d) to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 28, 1993, is filed herewith.
(9)(c) Consent to Assignment and Assumption Agreement between SFM and SEI Fund
Management dated May 31, 1996 is filed herewith.
(10) Opinion and Consent of Counsel as originally filed with Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on August 30, 1988, is filed herewith.
(11) Consent of Independent Accountants is filed herewith.
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan (Class D) as originally filed with Post-Effective
Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on June 28, 1993, is filed herewith.
(15)(b) Distribution Plan (Core International Equity Portfolio Class A) is
incorporated herein by reference Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 29, 1993.
(15)(c) Distribution Plan (International Fixed Income Portfolio) is incorporated
herein by reference to Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the
SEC on June 29, 1993.
(15)(d) Amended and Restated Distribution Plan is filed herewith.
(15)(e) Shareholder Service Plan and Agreement with respect to the Class A shares is
filed herewith.
(16) Performance Quotation Computation as originally filed with Post-Effective
Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on June 30, 1992, is filed herewith.
(17) Not Applicable
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
(18)(a) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to
Registrant's Registration Statement on Form N-14 (File No. 33-65361),
filed with the SEC on December 22, 1995, is filed herewith.
(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is
filed herewith.
(24) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F.
Wendell Gooch, George J. Sullivan, Jr., James M. Storey, David G. Lee and
Frank E. Morris are filed herewith.
</TABLE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
See the Prospectus and Statement of Additional Information regarding the
Trust's control relationships. The Manager is a subsidiary of SEI Investments
Company which also controls the distributor of the Registrant (SEI Financial
Services Company) and other corporations engaged in providing various financial
and record keeping services, primarily to bank trust departments, pension plan
sponsors and investment managers.
Item 26. NUMBER OF HOLDERS OF SECURITIES:
As of March 17, 1997:
<TABLE>
<CAPTION>
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS
- ---------------------------------------------------------------------------------- -------------
<S> <C>
Units of beneficial interest, without par value--
International Equity Portfolio
Class A......................................................................... 254
International Equity Portfolio
Class D......................................................................... 36
International Fixed Income Portfolio
Class A......................................................................... 146
Emerging Markets Equity Portfolio
Class A......................................................................... 108
</TABLE>
Item 27. INDEMNIFICATION:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
ACADIAN ASSET MANAGEMENT, INC.
Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the
Registrant's International Equity Portfolio. The principal address of Acadian is
Two International Place, 26th Floor, Boston, Massachusetts 02110. Acadian is an
investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Acadian,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Acadian pursuant to the Advisers Act (SEC File No. 801-28078).
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED
Coronation Asset Management (Proprietary) Limited ("Coronation") is a
sub-adviser for the Registrant's Emerging Markets Equity Portfolio. The
principal business address of Coronation is 80 Strand Street, Cape Town, South
Africa 8001. Coronation is a sub-adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Coronation,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Coronation pursuant to the Advisers Act (SEC File No.
801-52830).
FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT COMPANY, INC.
Farrell Wako Global Investment Management Company, Inc. ("Farrell Wako") is
a sub-adviser for the Registrant's International Equity Portfolio. The principal
business address of Farrell Wako is 780 Third Avenue, New York, New York 10017.
Farrell Wako is a sub-adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Farrell Wako,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Farrell Wako pursuant to the Advisers Act (SEC File No.
801-41830).
LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
Lazard London International Investment Management Limited ("Lazard") is a
sub-adviser for the Registrant's International Equity Portfolio. The principal
business address of Lazard is 21 Moorfields London, England, EC2P 2HT. Lazard is
a sub-adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Lazard,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Lazard pursuant to the Advisers Act (SEC File No. 801-15430).
PARAMETRIC PORTFOLIO ASSOCIATES
Parametric Portfolio Associates ("Parametric") is a sub-adviser for the
Registrant's Emerging Markets Equity Portfolio. The principal business address
of Parametric is 701 Fifth Avenue, Suite 7310, Seattle, WA 98104. Parametric is
a sub-adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Parametric,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Parametric pursuant to the Advisers Act (SEC File No.
801-48184).
5
<PAGE>
MONTGOMERY ASSET MANAGEMENT, L.P.
Montgomery Asset Management, L.P. ("MAM") is a sub-adviser for the
Registrant's Emerging Markets Equity Portfolio. The principal address of MAM is
600 Montgomery Street, San Francisco, California 94111. MAM is an investment
adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of MAM, together
with information as to any other business, profession, vocation or employment of
a substantial nature engaged in by such officers and directors during the past
two years, is incorporated by reference to Schedules A and D of Form ADV filed
by MAM pursuant to the Advisers Act (SEC File No. 801-36790).
SALOMON BROTHERS ASSET MANAGEMENT INC.
Salomon Brothers Asset Management Inc. ("SBAM") is the sub-adviser for the
Registrant's Emerging Markets Debt Portfolio. The principal address of SBAM is 7
World Trade Center, New York, New York 10048. SBAM is an investment adviser
registered under the Advisers Act.
The list required by this Item 28 of officers and directors of SBAM,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by SBAM pursuant to the Advisers Act (SEC File No. 801-32046).
SEI FINANCIAL MANAGEMENT CORPORATION
SEI Financial Management Corporation ("SFM") is the adviser for the
Registrant's International Equity, Emerging Markets Equity and Emerging Markets
Debt Portfolios. The principal address of SFM is Oaks, Pennsylvania 19456. SFM
is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of SFM, together
with information as to any other business, profession, vocation or employment of
a substantial nature engaged in by such officers and directors during the past
two years, is incorporated by reference to Schedules A and D of Form ADV filed
by SFM pursuant to the Advisers Act (SEC File No. 801-24593).
SELIGMAN HENDERSON CO.
Seligman Henderson Co. is a sub-adviser for the Registrant's International
Equity Portfolio. The principal business address of Seligman Henderson Co. is
100 Park Avenue, New York, New York 10017. Seligman Henderson Co. is a
sub-adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Seligman
Henderson Co., together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules A
and D of Form ADV filed by Seligman Henderson Co. pursuant to the Advisers Act
(SEC File No. 801-40670).
STRATEGIC FIXED INCOME L.P.
Strategic Fixed Income L.P. ("Strategic") is the adviser for the
Registrant's International Fixed Income Portfolio. The principal business
address of Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington,
Virginia 22209. Strategic is an investment adviser registered under the Advisers
Act.
The list required by this Item 28 of officers and directors of Strategic,
together with information as to any other business, profession, vocation or
employment of substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Strategic pursuant to the Advisers Act (SEC File No.
801-38734).
6
<PAGE>
YAMAICHI CAPITAL MANAGEMENT, INC. AND YAMAICHI CAPITAL MANAGEMENT (SINGAPORE)
LIMITED
Yamaichi Capital Management, Inc. ("Yamaichi") is a sub-adviser for the
Registrant's International Equity and Emerging Markets Equity Portfolios. The
principal business address of Yamaichi is 2 World Trade Center, Suite 9828, New
York, New York 10048. Yamaichi is an investment adviser registered under the
Advisers Act.
The list required by this Item 28 of officers and directors of Yamaichi,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by Yamaichi pursuant to the Advisers Act (SEC File No.
801-15955).
YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED
Yamaichi Capital Management (Singapore) Limited ("YCMS") is a sub-adviser
for the Registrant's International Equity and Emerging Markets Equity
Portfolios. The principal address of YCMS is 138 Robinson Road #13-01/05, Hong
Leong Center, Singapore, 068906. YCMS is an investment adviser registered under
the Advisers Act.
The list required by this Item 28 of officers and directors of YCMS,
together with information as to any other business, profession, vocation or
employment of substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by YCMS pursuant to the Advisers Act (SEC File No. 801-44118).
Item 29. PRINCIPAL UNDERWRITERS:
(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or investment
adviser.
7
<PAGE>
Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:
<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds-Registered Trademark- August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
</TABLE>
SFS provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include portfolio
evaluation, performance measurement and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement of securities
transactions ("MarketLink").
(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <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 --
Gilbert L. Beebower Executive Vice President --
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Richard B. Lieb Executive Vice President, President-Investment --
Services Division
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
Larry Hutchison Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President & Chief
Executive Officer
William Madden Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Secretary Vice President &
Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary
Robert Crudup Vice President & Managing Director --
Ed Daly Vice President --
Jeff Drennen Vice President --
Mick Duncan Vice President and Team Leader Assistant Secretary
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
Donald H. Korytowski Vice President --
John Krzeminski Vice President & Managing Director --
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Robert S. Ludwig Vice President and Team Leader Assistant Secretary
Vicki Malloy Vice President and Team Leader Assistant Secretary
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Barbara A. Nugent Vice President & Assistant Secretary Assistant Secretary
Sandra K. Orlow Vice President & Assistant Secretary Assistant Secretary
Donald Pepin Vice President & Managing Director --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President &
Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>
Item 30. LOCATION OF ACCOUNTS AND RECORDS:
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
promulgated thereunder, are maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records are maintained
at the offices of the Portfolios' Custodians:
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY 11245
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4);
(2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and
31a-1(f), the required books and records are maintained at the
offices of Registrant's Manager:
SEI Financial Management Corporation
Oaks, PA 19456
(d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the offices of Registrant's
Advisers:
SEI Financial Management Corporation
Oaks, PA 19456
10
<PAGE>
Acadian Asset Management, Inc.
Two International Place, 26th Floor
Boston, MA 02110
Coronation Asset Management (Proprietary) Limited
80 Strand Street
Cape Town, South Africa, 8001
Farrell Wako Investment Management
780 Third Avenue
New York, New York 10017
Lazard London International Investment Management Limited
21 Moorfields
London, England EC2P 2HT
Montgomery Asset Management, L.P.
600 Montgomery Street
San Francisco, CA 94111
Parametric Portfolio Associates
701 Fifth Avenue, Suite 7310
Seattle, WA 98104
Salomon Brothers Asset Management, Inc.
7 World Trade Center
New York, New York 10048
Seligman Henderson Co.
100 Park Avenue
New York, New York 10017
Strategic Fixed Income L.P.
1001 Nineteenth Street North, 17th Floor
Arlington, VA 22209
Yamaichi Capital Management, Inc.
2 World trade Center
Suite 9828
New York, New York 10048
Yamaichi Capital Management (Singapore) Limited
138 Robinson Road, #13-01/05
Hong Leong Centre
Singapore, 068906
Item 31. MANAGEMENT SERVICES:
None.
Item 32. UNDERTAKINGS:
Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the 1940 Act inform the Board of Trustees of
their desire to communicate with shareholders of the Trust, the Trustees will
inform such shareholders as to the approximate number of shareholders of record
and the approximate costs of mailing or afford said shareholders access to a
list of shareholders.
11
<PAGE>
Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee(s) when requested in
writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to comply with the provisions of
Section 16(c) of the 1940 Act relating to shareholder communications.
Registrant hereby undertakes to furnish, upon request and without charge, to
each person to whom a prospectus is delivered, a copy of the Registrant's latest
annual report to Shareholders, when such annual report is issued containing
information called for by Item 5A of Form N-1A.
Registrant hereby undertakes to file a post-effective amendment, using
financial statements with respect to the Emerging Markets Debt Portfolio which
need not be certified, within four to six months from the effective date of this
Post-Effective Amendment No. 22.
NOTICE
A copy of the Agreement and Declaration of Trust of SEI International Trust
is on file with the Secretary of State of the Commonwealth of Massachusetts and
notice is hereby given that this Registration Statement has been executed on
behalf of the Trust by an officer of the Trust as an officer and by its Trustees
as trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Amendment to Registration Statement No. 33-22821 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Oaks, Commonwealth of
Pennsylvania on the 7th day of April, 1997.
SEI INTERNATIONAL TRUST
By /s/ DAVID G. LEE
-----------------------------------------
David G. Lee,
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacity on the dates indicated.
*
- ------------------------------ Trustee April 7, 1997
William M. Doran
*
- ------------------------------ Trustee April 7, 1997
F. Wendell Gooch
*
- ------------------------------ Trustee April 7, 1997
Frank E. Morris
*
- ------------------------------ Trustee April 7, 1997
Robert A. Nesher
*
- ------------------------------ Trustee April 7, 1997
James M. Storey
*
- ------------------------------ Trustee April 7, 1997
George J. Sullivan, Jr.
/s/ DAVID G. LEE
- ------------------------------ President & Chief April 7, 1997
David G. Lee Executive Officer
/s/ MARK NAGLE
- ------------------------------ Controller & Chief April 7, 1997
Mark Nagle Financial Officer
*By /s/ DAVID G. LEE
-------------------------
David G. Lee
ATTORNEY-IN-FACT
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
<S> <C>
EX-99.B(1) Agreement and Declaration of Trust dated June 28, 1988 is incorporated herein by
reference to Registrant's Registration Statement on Form N-1A (File No. 33-22821)
filed with the Securities and Exchange Commission ("SEC") on June 30, 1988.
EX-99.B(2) By-Laws as originally filed with Registrant's Registration Statement on Form N-1A
(File No. 33-22821) filed with the SEC on June 30, 1988, are filed herewith.
EX-99.B(2)(a) Amended By-Laws are filed herewith.
EX-99.B(3) Not Applicable
EX-99.B(4) Not Applicable
EX-99.B(5)(a) Investment Advisory Agreement between Registrant and Brinson Partners, Inc. dated
June 5, 1991 as originally filed as Exhibit (5)(b) to Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on May 16, 1991, is filed herewith.
EX-99.B(5)(b) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.
dated June 15, 1993 is incorporated herein by reference as Exhibit (5)(c) to
Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on March 31, 1993.
EX-99.B(5)(c) Investment Advisory Agreement between Registrant and Morgan Grenfell Investment
Services Ltd. dated April 25, 1994 as originally filed as Exhibit (5)(e) to
Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on May 2, 1994, is filed herewith.
EX-99.B(5)(d) Investment Advisory Agreement between Registrant and Schroder Capital Management
International Limited dated April 25, 1994 as originally filed as Exhibit (5)(f)
to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on May 2, 1994, is filed herewith.
EX-99.B(5)(e) Investment Advisory Agreement between Registrant and SEI Financial Management
Corporation dated December 16, 1994 incorporated herein by reference as Exhibit
(5)(g) to Post-Effective Amendment No. 19 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995.
EX-99.B(5)(f) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.
dated April 25, 1994, previously filed as Exhibit (5)(h) to Post-Effective
Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 28, 1995, is filed herewith.
EX-99.B(5)(g) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment
Services Ltd. dated March 25, 1996, previously filed as Exhibit (5)(i) to
Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is filed
herewith.
EX-99.B(5)(h) Investment Sub-Advisory Agreement between Registrant and Schroder Capital
Management International Limited dated December 14, 1995, previously filed as
Exhibit (5) (j) to Post-Effective Amendment No. 19 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995,
is filed herewith.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
EX-99.B(5)(i) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset
Management L.P. dated December 21, 1994 incorporated herein by reference as
Exhibit (5)(k) to Post-Effective Amendment No. 19 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995.
<S> <C>
EX-99.B(5)(j) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management,
Inc. dated December 16, 1994 incorporated herein by reference as Exhibit (5)(l)
to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on April 28, 1995.
EX-99.B(5)(k) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated
December 16, 1994 incorporated herein by reference as Exhibit (5)(m) to
Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on April 28, 1995.
EX-99.B(5)(l) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Schroder Capital Management International Limited incorporated herein by
reference as Exhibit (5)(n) to Registrant's Registration Statement on Form N-14
(File No. 33-65361), filed with the SEC on April 25, 1996.
EX-99.B(5)(m) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Morgan Grenfell Investment Services Limited incorporated herein by reference as
Exhibit (5)(o) to Registrant's Registration Statement on Form N-14 (File No.
33-65361), filed with the SEC on April 25, 1996.
EX-99.B(5)(n) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is
filed herewith.
EX-99.B(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Parametric Portfolio Associates dated September 11, 1996 is filed herewith.
EX-99.B(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is filed
herewith.
EX-99.B(5)(q) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Lazard London International Investment Management Limited dated December 30, 1996
is filed herewith.
EX-99.B(5)(r) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Seligman Henderson Co. dated June 14, 1996 is filed herewith.
EX-99.B(5)(s) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited dated
June 14, 1996 is filed herewith.
EX-99.B(5)(t) Investment Advisory Agreement between Registrant and Acadian Asset Management, Inc.
dated November 7, 1994 is filed herewith.
EX-99.B(5)(u) Investment Advisory Agreement between Registrant and World Invest Limited dated
November 7, 1994 is filed herewith.
EX-99.B(6) Distribution Agreement between Registrant and SEI Financial Services Company is
incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on
August 30, 1988.
EX-99.B(7) Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
EX-99.B(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company is
incorporated herein by reference as Exhibit (8) to Post-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on September 16, 1988.
<S> <C>
EX-99.B(8)(b) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. is
incorporated herein by reference as Exhibit (8)(c) to Post-Effective Amendment
No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on March 31, 1993.
EX-99.B(9)(a) Management Agreement between Registrant and SEI Financial Management Company is
incorporated herein by reference as Exhibit (5)(a) to Pre-Effective Amendment No.
1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on August 30, 1988.
EX-99.B(9)(b) Schedule C to Management Agreement between Registrant and SEI Financial Management
Company adding the International Fixed Income Portfolio as originally filed as
Exhibit (5)(d) to Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993,
is filed herewith.
EX-99.B(9)(c) Consent to Assignment and Assumption Agreement between SFM and SEI Fund Management
dated May 31, 1996 is filed herewith.
EX-99.B(10) Opinion and Consent of Counsel as originally filed with Pre-Effective Amendment No.
1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on August 30, 1988, is filed herewith.
EX-99.B(11) Consent of Independent Accountants is filed herewith.
EX-99.B(12) Not Applicable
EX-99.B(13) Not Applicable
EX-99.B(14) Not Applicable
EX-99.B(15)(a) Distribution Plan (Class D) as originally filed with Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on June 28, 1993, is filed herewith.
EX-99.B(15)(b) Distribution Plan (Core International Equity Portfolio Class A) is incorporated
herein by reference Post-Effective Amendment No. 11 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993.
EX-99.B(15)(c) Distribution Plan (International Fixed Income Portfolio) is incorporated herein by
reference to Post-Effective Amendment No. 11 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993.
EX-99.B(15)(d) Amended and Restated Distribution Plan is filed herewith.
EX-99.B(15)(e) Shareholder Service Plan and Agreement with respect to the Class A shares is filed
herewith.
EX-99.B(16) Performance Quotation Computation as originally filed with Post-Effective Amendment
No. 7 to Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 30, 1992, is filed herewith.
EX-99.B(17) Not Applicable
EX-99.B(18)(a) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to
Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with
the SEC on December 22, 1995, is filed herewith.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
EX-99.B(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is filed
herewith.
<S> <C>
EX-99.B(24) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F.
Wendell Gooch, George J. Sullivan, Jr., James M. Storey, David G. Lee and Frank
E. Morris are filed herewith.
</TABLE>
<PAGE>
BY-LAWS
OF
SEI WEALTH MANAGEMENT TRUST
Section 1. Agreement and Declaration of
Trust and Principal Office
-------------------------------------------
1.1. AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of SEI Wealth Management Trust, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust
shall be located in Boston, Massachusetts.
Section 2. Shareholders
------------------------------------------
2.1. SPECIAL MEETINGS. A meeting of the shareholders of the Trust or of
any one or more series or classes of shares may be called at any time by the
Trustees, by the president or, if the Trustees and the president shall fail to
call any meeting of shareholders for a period of 30 days after written
application of one or more shareholders who hold at least 10% of all shares
issued and outstanding and entitled to vote at the meeting, then such
shareholders may call such meeting. If the meeting is a meeting of the
shareholders of one or more series or classes of shares, but not a meeting of
all shareholders of the Trust, then only the shareholders of such one or more
series or classes shall be entitled to notice of and to vote at the meeting.
Each call of a meeting shall state the place, date, hour and purposes of the
meeting.
2.2. PLACE OF MEETINGS. All meetings of the shareholders shall be held
at the principal office of the Trust or, to the extent permitted by the
Declaration of Trust, at such other place within the United States as shall be
designated by the Trustees or the president of the Trust.
2.3. NOTICE OF MEETINGS. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the meeting,
shall be given at least seven days before the meeting to each shareholder
entitled to vote thereat by leaving such notice with him or at his residence or
usual place of business or by mailing it, postage prepaid, and addressed to such
shareholder at this address as it appears in the records of the Trust. Such
notice shall be given by the secretary or an assistant secretary or by an
officer designated by the trustees. No notice of any meeting of shareholders
need be given to a shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto duly organized,
is filed with the records of the meeting.
2.4. BALLOTS. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting and entitled to
vote in the election.
<PAGE>
2.5. PROXIES. Shareholders entitled to vote may vote either in person or
by proxy in writing dated not more than six months before the meeting named
therein, which proxies, before being voted, shall be filed with the secretary or
other person responsible to record the proceedings of the meeting. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.
Section 3. Trustees
------------------------------------------
3.1. COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their
number an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not less
than two nor more than five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall confer with
and advise the Trustees regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold office until his successor
is elected and qualified, or until he sooner dies, resigns, is removed, or
becomes disqualified, or until the advisory board is sooner abolished by the
Trustees.
3.2. REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice immediately after and
at the same place as any special of the shareholders.
3.3. SPECIAL MEETINGS. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting, when called by
the Chairman of the Board, the president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the secretary
or an assistant secretary or by the officer or one of the Trustees calling the
meeting.
3.4. NOTICE. It shall be sufficient notice to a Trustee to send notice
by mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to the Trustee at his or her usual or last known
business or residence address or to give notice to him or her in person or by
telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her. Neither notice of a meeting
nor waiver of a notice need specify the purposes of the meeting.
3.5. QUORUM. At any meeting of the Trustees one-third of the Trustees
then in office shall constitute a quorum; provided, however, a quorum shall not
be less than two. Any meeting may be
-2-
<PAGE>
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.
Section 4. Officers and Agents
------------------------------------------
4.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, a treasurer, a secretary and such other officers, if any, as the
Trustees from time to time may elect or appoint in their discretion. The Trust
also may have such agents, if any, as the Trustees from time to time may appoint
in their discretion. Any officer may but need not be a trustee or shareholder.
Any two ro more offices may be held by the same person.
4.2. POWERS. Subject to the other provision of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to his or her office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate.
4.3. ELECTION. The president, the treasurer and the secretary shall be
elected annually by the Trustees. Other officers, if any, may be elected
annually or appointed by the Trustees at said meeting or at any other time.
4.4. TENURE. The president, the treasurer and the secretary shall hold
office until their respective successors are chosen and qualified, or in each
case until he or she sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his or her authority at the pleasure of the Trustees.
4.5. PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the Trust. The president shall, subject to the control of
the Trustees, have general charge and supervision of the business of the Trust.
Any vice president shall have such duties and powers as shall be designated from
time to time by the Trustees.
4.6. CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws and,
except as the Trustees shall otherwise determine, preside at all meetings of the
shareholders and of the Trustees at which he or she is present and have such
other duties and powers as may be determined by the Trustees.
4.7. TREASURER AND CONTROLLER. The treasurer shall be the chief
financial officer of the Trust and subject to any arrangement made by the
Trustees with a bank or trust company or other organization as custodian or
transfer or shareholder services agent, shall be in charge of its valuable
papers and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the president. If at any time there shall be
no controller, the treasurer shall also be the chief accounting officer of the
trust and shall have the duties and powers prescribed herein for the
-3-
<PAGE>
controller. Any assistant treasurer shall have such duties and powers as shall
be designated from time to time by the Trustees.
The controller, if any be elected, shall be the chief accounting officer of
the Trust and shall be in charge of its books of account and accounting records.
The controller shall be responsible for preparation of financial statements of
the trust and shall have such other duties and powers as may be designated from
time to time by the Trustees or the president.
4.8. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary for any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting shall record the proceedings thereof in the aforesaid books.
Section 5. Resignation and Removals
------------------------------------------
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the trust, no Trustee, officer,
or advisory board member resigning, and no officer or advisory board member
removed shall have any right to any compensation for the period following his or
her resignation or removal, or any right to damages on account of such removal.
Section 6. Vacancies
------------------------------------------
A vacancy in any office may be filled at any time. Each successor shall
hold office for the unexpired term, and in the case of the president, the
treasurer and the secretary, until his or her successor is chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
Section 7. Shares of Beneficial Interest
---------------------------------------------
7.1. SHARE CERTIFICATES. No certificates certifying the ownership of
shares shall be issued except as the Trustees may otherwise authorize. In the
event that the Trustees authorize the issuance of share certificates, subject to
the provisions of Section 7.3, each shareholder shall be entitled to a
certificate stating the number of shares owned by him or her, in such form as
shall be prescribed from time to time by the trustees. Such certificate shall
be signed by the president or a vice president and by the treasurer or an
assistant treasurer. Such signatures may be facsimiles if the certificate is
signed by a transfer or shareholder services agent or by a registrar, other than
a Trustee, officer or employee
-4-
<PAGE>
of the Trust. In case any officer who has signed or show facsimile signature
has been placed on such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Trust with the same effect
as if he or she were such officer at the time of its issue.
In lieu of issuing certificates for shares, the trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
7.2. LOSS OF CERTIFICATES. In the case of the alleged loss, destruction
or mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
7.3. DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
Section 8. Record Date
------------------------------------------
The Trustees may fix in advance a time, which shall not be more than
60 days before the date of any special meeting of shareholders or the date fore
the payment of any dividend or making of any other distribution to shareholders,
as the record date for determining the shareholders having the right to notice
and to vote at such meeting and any adjournment thereof or the right to receive
such dividend or distribution, and in such case only shareholders of record on
such record date shall have such right, notwithstanding any transfer of shares
on the books of the Trust after the record date.
Section 9. Seal
------------------------------------------
The seal of the Trust shall, subject to alteration by the Trustees, consist
of a flat-faced circular die with the words "A Massachusetts Voluntary
Association," together with the name of the Trust and the year of its
organization, cut or engraved thereon; but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
Section 10. Execution of Papers
------------------------------------------
Except as the trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obli-
-5-
<PAGE>
gations made, accepted or endorsed by the Trust shall be signed, and any
transfers of securities standing in the name of the Trust shall be executed, by
the president or by one of the vice presidents or by the treasurer or by
whomsoever else shall be designated for that purpose by the vote of the trustees
and need not bear the seal of the Trust.
Section 11. Fiscal Year
------------------------------------------
The fiscal year of the Trust shall end on such date in each year as the
Trustees shall from time to time determine.
Section 12. Provisions Relating to the Conduct
of the Trust's Business
---------------------------------------------------
12.1. DEALINGS WITH AFFILIATES. The trust shall not purchase or retain
securities issued by an issuer of one or more of the officers or directors of
such issuer is an officer or Trustee of the Trust or officer or director of any
organization, association or corporation with which the Trust has an investment
advisory or management contract ("investment adviser" or "manager"), if to the
knowledge of the Trust one or more of such officers or Trustee of the Trust or
such officers or directors of such investment adviser or manager owns
beneficially more than one-half of one percent of the shares or securities of
such issuer and such officers, Trustees and directors owning more than one-half
of one percent of such shares or securities together own beneficially more than
five percent of such outstanding shares or securities. Each Trustee and officer
of the Trust shall give notice to the secretary of the identify of all issuers
whose securities are held by the Trust of which such officer or Trustee owns as
much as one-half of one percent of the outstanding securities, and the Trust
shall not be charged with the knowledge of such holdings in the absence of
receiving such notice if the Trust has requested such information not less often
than quarterly.
Subject to the provisions of the preceding paragraph, no officer, Trustee
or agent of the Trust and no officer, director or agent of the investment
adviser or manager shall deal for or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation in which
he has a material financial interest; provided that the foregoing provisions
shall not prevent (a) officers and trustees of the Trust from buying, holding or
selling shares in the Trust, or from being partners, officers or directors of or
financially interested in any investment adviser or manager to the Trust or in
an corporation, firm or association which may at any time have a distributor's
or principal underwriter's contract with the Trust; (b) purchases or sales of
securities or other property if such transaction is permitted by or is exempt or
exempted from the provisions of the Investment Company Act of 1940 or any rule
or regulation thereunder and if such transaction does not involve any commission
or profit to any security dealer who is, or one of mor of hose partners,
shareholders, officers or directors is, an officer of Trustee of the trust or an
officer or director of the investment adviser, manager or principal underwriter
of the Trust; (c) employment of legal counsel, registrar, transfer agent,
shareholder services agent, dividend disbursing agent or custodian who is, or
has a partner,
-6-
<PAGE>
stockholder, officer or director who is, an officer or Trustee of the Trust;
(d) sharing statistical, research and management expenses, including personnel
and services, with any other company in which an officer or Trustee of the trust
is an officer or director or financially interested.
12.2. RIGHT TO ENGAGE IN BUSINESS. Any officer or Trustee of the Trust,
the investment adviser, the manager, and any officers or directors of the
investment adviser or manager may have personal business interests and may
engage in personal business activities.
12.3. DEALING IN SECURITIES OF THE TRUST. The Trust, the investment
adviser, the manager, any corporation, firm or association which may at any time
have an exclusive distributor's or principal underwriter's contract with the
Trust (the "distributor") and the officers and Trustees of the Trust and
officers and directors of every investment adviser, manager and distributor,
shall not take long or short positions in the securities of the Trust, except
that:
(a) the distributor may place orders with the Trust for its
shares equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net
asset value for investment by the investment adviser, manager, and by
officers and directors of the distributor, investment adviser, or the Trust
and by any trust, pension, profit-sharing or other benefit plan for such
persons, no such purchase to be in contravention of any applicable state or
federal requirements.
12.4. LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any
officer, Trustee or employee of the Trust or any investment adviser, manager or
distributor or their respective officers, directors or partners or employees.
12.5. CUSTODIAN. All securities and cash owned by the Trust shall be
maintained in the custody of one or more banks or trust companies having
(according to its last published report) not less than two million dollars
($2,000,000) aggregate capital, surplus and undivided profits (any such bank or
trust company is hereinafter referred to as the "custodian"); provided, however,
the custodian may deliver securities as collateral on borrowings effected by the
Trust, provided that such delivery shall be conditioned upon receipt of the
borrowed funds by the custodian except where additional collateral is being
pledged on an outstanding loan and the custodian may deliver securities lent y
the Trust against receipt of initial collateral specified by the Trust. Subject
to such rules, regulations and orders, if any, as the Securities and exchange
Commission (the "Commission") may adopt, the Trust may, or may permit any
custodian to, deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities operated by the Federal Reserve
Banks, or established by a national securities exchange or national securities
association registered with the Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by the Commission, pursuant to
which system all securities of any particular class or series of any issue
deposited with the system are treated as fungible and may be transferred or
pledged by bookkeeping entry, without physical delivery of such securities.
-7-
<PAGE>
The Trust shall upon the resignation or inability to serve of its custodian
or upon change of the custodian:
(a) in the case of such resignation or inability to serve use
its best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this
corporation be delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found,
submit to the shareholders, before permitting delivery of the cash and
securities owned by this Trust otherwise than to a successor custodian, the
question whether or not this Trust shall be liquidated or shall function
without a custodian.
12.6. REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The
Trust shall send to each shareholder of record at least annually a statement of
the condition of the Trust and of the results of its operation, containing all
information required by applicable laws or regulations.
Section 13. Amendments
------------------------------------------
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such majority.
-8-
<PAGE>
BY-LAWS
OF
SEI INTERNATIONAL TRUST
--------------------------------------------------
Section 1. Agreement and Declaration of
Trust and Principal Office
--------------------------------------------------
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of SEI INTERNATIONAL TRUST, the Massachusetts business
trust established by the Declaration of Trust (the "Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall
be located in Boston, Massachusetts.
Section 2. Shareholders
--------------------------------------------------
2.1 MEETINGS. A meeting of the shareholders of the Trust or by any one or
more series of shares may be called at any time by the Trustees, by the
president or, if the Trustees and the president shall fail to call any meeting
of shareholders for a period of 30 days after written application of one or more
shareholders who at least 10% of all outstanding shares of the Trust, if
shareholders of all series are required under Declaration of Trust to vote the
aggregate and not by individual series at such meeting, or of any series, if
shareholders of such series are entitled under the Declaration of Trust to vote
by individual series at such meeting, then such shareholders may call such
meeting. If the meeting is a meeting of the shareholders of one or more series
of shares, but not a meeting of all shareholders of the Trust, then only the
shareholders of such one or more series shall be entitled to notice of and to
vote at the meeting. Each call of a meeting shall state the place, date, hour
and purpose of the meeting.
2.2 SPECIAL MEETINGS. A special meeting of the shareholders may be called at
any time by the Trustees, by the president or, if the Trustees and the president
shall fail to call any meeting of shareholders for a period of 30 days after
written application of one or more shareholders who hold at least 25% of all
shares issued and outstanding and entitled to vote at the meeting, then such
shareholders may call such meeting. Each call of a meeting shall state the
place, date, hour and purposes of the meeting.
2.3 PLACE OF MEETINGS. All meetings of the shareholders shall be held at the
principal office of the Trust, or, to the extent permitted by the Declaration of
Trust, at such other place within the United States as shall be designated by
the Trustees or the president of the Trust.
<PAGE>
2.4 NOTICE OF MEETINGS. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such shareholder at
his address as it appears in the records of the Trust. Such notice shall be
given by the secretary or an assistant secretary or by an officer designated by
the Trustees. No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or after the meeting
by such shareholder or his attorney thereunto duly authorized, is filed with the
records of the meeting.
2.5 BALLOTS. No ballot shall be required for any election unless requested
by a shareholder present or represented at the meeting and entitled to vote in
the election.
2.6 PROXIES. Shareholders entitled to vote may vote either in person or by
proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.
Section 3. Trustees
--------------------------------------------------
3.1 COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their
number an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not less
than two nor more than five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall confer with
and advise the Trustees regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold office until the first
meeting of the Trustees following the next annual meeting of the shareholders
and until his successor is elected and qualified, or until he sooner dies,
resigns, is removed, or becomes disqualified, or until the advisory board is
sooner abolished by the Trustees.
3.2 REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees. A regular meeting of the
Trustees may be held without call or notice immediately after and at the same
place as the annual meeting of the shareholders.
3.3 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meetings, when called by the
Chairman of the Board, the president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the secretary
or an assistant secretary or by the officer or one of the Trustees calling the
meeting.
-2-
<PAGE>
3.4 NOTICE. It shall be sufficient notice to a Trustee to send notice by
mail at least forty-eight hours or by telegram at least twenty-four hours before
the meeting addressed to the Trustee at his or her usual or last known business
or residence address or to give notice to him or her in person or by telephone
at least twenty-four hours before the meeting. Notice of a meeting need not be
given to any Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a meeting nor
a waiver of a notice need specify the purposes of the meeting.
3.5 QUORUM. At any meeting of the Trustees one-third of the Trustees then in
office shall constitute a quorum; provided, however, a quorum shall not be less
than two. Any meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
Section 4. Officers and Agents
--------------------------------------------------
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, a treasurer, a secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect or appoint. The Trust
may also have such Agents, if any, as the Trustees from time to time may in
their discretion appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same person.
4.2 POWERS. Subject to the other provisions of these By-Laws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to his or
her office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate.
4.3 ELECTION. The president, the treasurer and the secretary shall be
elected annually by the Trustees at their first meeting following the annual
meeting of the shareholders. Other officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time.
4.4 TENURE. The president, the treasurer and the secretary shall hold office
until the first meeting of Trustees following the next annual meeting of the
shareholders and until their respective successors are chosen and qualified, or
in each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each agent shall retain his or her authority at the pleasure of
the Trustees.
4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the Trust. The president shall, subject to the control of
the Trustees, have general charge and supervision of the business of the Trust.
Any vice president shall have such duties and powers as shall be designated from
time to time by the Trustees.
-3-
<PAGE>
4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws and,
except as the Trustees shall otherwise determine, preside at all meetings of the
shareholders and of the Trustees at which he or she is present and have such
other duties and powers as may be determined by the Trustees.
4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief financial
officer of the Trust and subject to any arrangement made by the Trustees with a
bank or trust company or other organization as custodian or transfer or
shareholder services agent, shall be in charge of its valuable papers and shall
have such other duties and powers as may be designated from time to time by the
Trustees or by the president. If at any time there shall be no controller, the
treasurer shall also be the chief accounting officer of the Trust and shall have
the duties and powers prescribed herein for the controller. Any assistant
treasurer shall have such duties and powers as shall be designated from time to
time by the Trustees.
The controller, if any be elected, shall be the chief accounting officer of the
Trust and shall be in charge of its books of account and accounting records.
The controller shall be responsible for preparation of financial statements of
the Trust and shall have such other duties and powers as may be designated from
time to time by the Trustees or the president.
4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary from any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting shall record the proceedings thereof in the aforesaid books.
Section 5. Resignation and Removals
--------------------------------------------------
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by a vote
of a majority of the Trustees then in office. Except to the extent expressly
provided in a written agreement with the Trust, no Trustee, officer, or advisory
board member resigning, and no officer or advisory board member removed shall
have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.
Section 6. Vacancies
--------------------------------------------------
A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the president, the treasurer
and the secretary, until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
-4-
<PAGE>
Section 7. Shares
--------------------------------------------------
7.1 SHARE CERTIFICATES. No certificates certifying the ownership of shares
shall be issued except as the Trustees may otherwise authorize. In the event
that the Trustees authorize the issuance of share certificates, subject to the
provisions of Section 7.3, each shareholder shall be entitled to a certificate
stating the number of shares owned by him or her, in such form as shall be
prescribed from time to time by the Trustees. Such certificate shall be signed
by the president or a vice president and by the treasurer or an assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer or shareholder services agent or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the Trust
with the same effect as if he or she were such officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
7.2 LOSS OF CERTIFICATES. In the case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
7.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time
discontinue the issuance of share certificates and may, by written notice to
each shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
Section 8. Record Date
--------------------------------------------------
The Trustees may fix in advance a time, which shall not be more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date.
-5-
<PAGE>
Section 9. Seal
--------------------------------------------------
The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts", together with the name of
the Trust and the year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
Section 10. Execution of Papers
--------------------------------------------------
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the president or by one of the vice
presidents or by the treasurer or by whomsoever else shall be designated for
that purpose by the vote of the Trustees and need not bear the seal of the
Trust.
Section 11. Fiscal Year
--------------------------------------------------
The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.
Section 12. Provisions Relating to the
Conduct of the Trust's Business
------------------------------------------------------
12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the Trust and
no officer, director or agent of any investment advisor shall deal for or on
behalf of the Trust with himself as principal or agent, or with any partnership,
association or corporation in which he has a material financial interest;
provided that the foregoing provisions shall not prevent (a) officers and
Trustees of the Trust from buying, holding or selling shares in the Trust, or
from being partners, officers or directors of or financially interested in any
investment advisor to the Trust or in any corporation, firm or association which
may at any time have a distributor's or principal underwriter's contract with
the Trust; (b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder and if such
transaction does not involve any commission or profit to any security dealer who
is, or one or more of whose partners, shareholders, officers or directors is, an
officer or Trustees of the Trust or an officer or director of the investment
advisor, manager or principal underwriter of the Trust; (c) employment of legal
counsel, registrar, transfer agent, shareholder services, dividend disbursing
agent or custodian who is, or has a partner, stockholder, officer or director
who is, an officer or Trustee of the Trust; (d) sharing statistical, research
and management expenses, including
-6-
<PAGE>
office hire and services, with any other company in which an officer or Trustee
of the Trust is an officer or director or financially interested.
12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the investment advisor,
any corporation, firm or association which may at any time have an exclusive
distributor's or principal underwriter's contract with the Trust (the
"distributor") and the officers and Trustees of the Trust and officers and
directors of every investment advisor and distributor, shall not take long or
short positions in the securities of the Trust, except that:
(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net asset
value for investment by the investment advisor and by officers and
directors of the distributor, investment advisor, or the Trust and by any
trust, pension, profit-sharing or other benefit plan for such persons, no
such purchase to be in contravention of any applicable state or federal
requirement.
12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any
officer, Trustee or employee of the Trust or any investment advisor or
distributor or their respective officers, directors or partners or employees.
12.4 CUSTODIAN. All securities and cash owned by the Trust shall be
maintained in the custody of one or more banks or trust companies having
(according to its last published report) not less than two million dollars
($2,000,000) aggregate capital, surplus and undivided profits (any such bank or
trust company is hereinafter referred to as the "custodian"); provided, however,
the custodian may deliver securities as collateral on borrowings effected by the
Trust, provided, that such delivery shall be conditioned upon receipt of the
borrowed funds by the custodian except where additional collateral is being
pledged on an outstanding loan and the custodian may deliver securities lent by
the Trust against receipt of initial collateral specified by the Trust. Subject
to such rules, regulations and orders, if any, as the Securities and Exchange
Commission may adopt, the Trust may, or may permit any custodian to, deposit all
or any part of the securities owned by the Trust in a system for the central
handling of securities operated by the Federal Reserve Banks, or established by
a national securities exchange or national securities association registered
with said Commission under the Securities Exchange Act of 1934, or such other
person as may be permitted by said Commission, pursuant to which system all
securities of any particular class or series of any issue deposited with the
system are treated as fungible and may be transferred or pledged by bookkeeping
entry, without physical delivery of such securities.
The Trust shall upon the resignation or inability to serve of its custodian or
upon change of the custodian:
(a) in the case of such resignation or inability to serve use its
best efforts to obtain a successor custodian;
-7-
<PAGE>
(b) require that the case and securities owned by this corporation be
delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit to
the shareholders, before permitting delivery of the case and securities
owned by this Trust otherwise than to a successor custodian, the question
whether or not this Trust shall be liquidated or shall function without a
custodian.
12.5 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The Trust
shall send to each shareholder of record at least annually a statement of the
condition of the Trust and of the results of its operation, containing all
information required by applicable laws or regulations.
Section 13. Amendments
--------------------------------------------------
These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such majority.
-8-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 5th day of June, 1991, by and between SEI International
Trust, a Massachusetts business trust (the "Trust"), and Brinson Partners, Inc.
(The "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Manager" or "SFM") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International Equity Portfolio 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus and statement of additional information from time
to time. The
<PAGE>
Adviser will promptly communicate to the Manager and to the officers
and the Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. COMPENSATION OF THE ADVISER. For their 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 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 rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the
average investment balance of that portion of the assets of the
Portfolio managed by the Adviser. The fee shall be based on the
market value of investments under management for the month involved.
4. OTHER SERVICES. At the request of the Trust or the Manager, the
Adviser in its discretion may make available to the Trust, office
facilities, equipment, personnel, and other services. Such office
facilities, equipment, personnel and services shall be provided for or
rendered by the Adviser and billed to the Trust or the Manager at a
price to be agreed upon by the Adviser and the Trust or the Manager.
5. REPORTS. The Trust agrees to furnish to the Adviser, if applicable,
current prospectuses, proxy statements, reports to shareholders,
certified copies of its financial statements and such other
information with regard to its affairs as the Adviser may reasonably
request. The Adviser agrees to furnish to the Trust such information
which the Adviser makes available to the public including certified
financial statements.
6. 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 to be an Agent of the Trust.
7. 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 on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
-2-
<PAGE>
8. LIABILITY OF THE ADVISER. No provision of the Agreement shall be
deeded to protect the Adviser against any liability to the Trust or
its shareholders to which it might otherwise be subject by reason of
any willful misfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard of its obligations
under this Agreement.
9. PERMISSIBLE INTERESTS. To the extent permitted by law, 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, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Trust as a shareholder or
otherwise; provided that all such interests shall be fully disclosed
between the parties on an ongoing basis and in the Trust's
registration statement as required by law.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue in effect for two years, after its
initial approval as to the Portfolio, 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
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 Investment Company Act of
1940 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
Investment Company Act of 1940 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 thirty (30) days
nor more than sixty (60) days written notice to the Adviser, or by the
Adviser at any time without the payment of any penalty, on ninety
(90) days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party. Notwithstanding any other
provision in this paragraph, this Agreement shall terminate
automatically without penalty 120 days after its initial effective
date unless approved by the majority of the outstanding voting
securities of the Portfolio.
-3-
<PAGE>
As used in this Section 10, 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
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. 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.
12. NOTICE. Any notice to be given to the Adviser by the Trust pursuant
to the terms of this Agreement regarding (i) termination of this
Agreement; (ii) changes in investment objectives, policies or
guidelines, or (iii) changes in portfolio transaction practices shall
be deemed to have been given if provided in writing (including by
telecopy or similar hard copy reproduction) and delivered to: Three
First National Plaza, 70 West Madison Street, Ninth Floor, Suite 109,
Chicago, IL 60602-4298.
A copy of the Declaration of Trust of the Trust is on file with the Secretary 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
are 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.
-4-
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
BRINSON PARTNERS, INC. SEI INTERNATIONAL TRUST
By:signature appears here By:signature appears here
--------------------------- -------------------------------------
-5-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
BRINSON PARTNERS, INC.
SEI International Trust (the "Trust") shall pay compensation to Brinson
Partners, Inc. Pursuant to Section 3 of the Investment Advisory Agreement
between said parties in accordance with the following annual percentage rate:
International Portfolio: . % of assets up to
$300 million
. % of assets over
$300 million
<PAGE>
October 4, 1994
Mr. Ed Hamill, Managing Partner
Brinson Partners, Inc.
209 South LaSalle Street
Chicago, IL 60604-1295
Dear Ed:
At a meeting of the Board of Trustees of the SEI International Trust held on
September 28, 1994, the Board voted to terminate Brinson Partners, Inc. As the
investment adviser for the International Equity Portfolio. The current contract
provides that the agreement may be terminated upon thirty (30) days written
notice. Accordingly, please accept this letter as formal written notice that
the investment advisory agreement dated June 5, 1991 between Brinson Partners,
Inc. and SEI International Trust is being terminated effective November 7, 1994.
The Board concluded, after much analysis and discussion, that the investors of
the International Equity Portfolio would be best served with a dual manager
structure utilizing investment strategies unavailable at Brinson Partners. The
Board has selected Acadian Asset Management, Inc. And Worldinvest Limited to
serve as the Portfolio's new advisers.
We appreciate your service over the years and particularly your commitment to a
smooth and uneventful transition.
Please note that this termination does NOT in any way effect your relationship
as the investment manager for the AMS Core International Fund. We are currently
in discussions with the investors in this Trust, and are attempting to assess
their views relative to any possible replacement. The Trust Investment Committee
will meet in December to discuss what, if any, action should be taken.
We will coordinate with Ron Martinez our plans for the transition.
Sincerely,
/s/ David G. Lee
- ----------------
David G. Lee
President and Chief Executive Officer
SEI International Trust
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 25th day of April, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and Morgan
Grenfell Investment Services Limited (The "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Manager" or "SFM") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its European Equity Portfolio 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
<PAGE>
Trust's prospectus and statement of additional information from time
to time. The Adviser will promptly communicate to the Manager and to
the officers and the Trustees of the Trust such information relating
to portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. 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 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 rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the
assets. The fee shall be based on the market value of investments
under management for the month involved.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. REPORTS. The Trust agrees to furnish to the Adviser, 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.
5. 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 to be an Agent of the Trust.
6. 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 on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
7. 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
-2-
<PAGE>
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 Paragraph 7, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
8. 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,
shareholder or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years form 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 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 t
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 thirty (30) days
nor more than sixty (60) days written notice to the Adviser, or by the
Adviser at any time without the payment of any penalty, on ninety
(90) days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party. Notwithstanding any other
provision in this paragraph, this Agreement shall terminate
automatically without penalty 120 days after its initial effective
date unless approved by the majority of the outstanding voting
securities of the Portfolio.
-3-
<PAGE>
As used in this Section 9, 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
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
10. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford
Road, Wayne, PA and if to the Adviser at: 20 Finsbury Circus, London
EC2M INB, England.
11. 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.
A copy of the Declaration of Trust of the Trust is on file with the Secretary 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
are 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI International Trust Morgan Grenfell Investment Services Limited
By:signature appears here By:signature appears here
--------------------------- ------------------------------------------
Attest:Jennifer Klass Attest:signature appears here
----------------------- --------------------------------------
-4-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
MORGAN GRENFELL INVESTMENT SERVICES LIMITED
Pursuant to Article 3 , the Trust shall pay the Adviser compensation at an
annual rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
European Equity Portfolio .325%
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 25th day of April, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and Schroder
Capital Management International Limited, (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Manager") to provide administration of the Trust's operations, subject to the
control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International Fixed Income Portfolio 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus and statement of additional information from time
to time. The
<PAGE>
Adviser will promptly communicate to the Manager and to the officers
and the Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. 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 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. The fee shall be based on the average daily net assets
for the month involved and if this Agreement commences on or is
terminated as of a day other than the last day of a month, the fee
shall be prorated for such period based upon the average daily net
assets for the month to date.
All expenses, other than the fee of the Adviser, relating to the
investment of the assets of the Portfolios, including but not limited
to brokerage commissions and taxes, shall be paid out of the assets of
whichever of the Portfolios has incurred such expenses.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. REPORTS. The Trust and the Adviser agree to furnish each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements (or
comparable financial information) and such other information with
regard to their affairs as each may reasonably request.
5. 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 to be an agent of the Trust.
6. 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
-2-
<PAGE>
are prepared or maintained by the Adviser on behalf of the Trust are
the property of the Trust and will be surrendered promptly to the
Trust on request.
7. 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 Paragraph 8, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
8. 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,
shareholder or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years form 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 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 t
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. Any
-3-
<PAGE>
notice under this Agreement shall be deemed sufficient if sent by
registered or certified mail, postage prepaid, as defined under
Section 10 of this Agreement. This Agreement will automatically and
immediately terminate in the event of its assignment. Notwithstanding
any other provision in this paragraph, this Agreement shall terminate
automatically without penalty 120 days after its initial effective
date unless approved by the majority of the outstanding voting
securities of the Portfolio.
As used in this Section 9, 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
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
10. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford
Road, Wayne, PA and if to the Adviser at: 33 Gutter Lane, London
EC2V 8AS, England.
11. 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.
12. The presence of exculpatory language in this Agreement shall not be
deemed by the Trust, the Adviser or any other party appointed pursuant
to this Agreement, including without limitation any custodian, as in
any way limiting causes of action remedies which may, notwithstanding
such language, be available to the Trust either under common law or
statutory law principles applicable to fiduciary relationships or
under the federal securities laws.
13. In addition to being registered as an investment adviser under the
U.S. Investment Advisers Act of 1940 (the "Advisers Act"), the Adviser
is registered with the United Kingdom Investment Management Regulatory
Organization ("IMRO"). The Adviser confirms that the Trust is a
Business Customer as defined by IMRO.
The Trust confirms that it has taken independent legal advice on this
Agreement.
14. In accordance with SEC Rule 204-3 issued under the Advisers Act, the
Adviser has, not less than 48 hours prior to entering into this
Agreement, delivered to, and the Trust hereby acknowledges receipt of,
a copy of Part II of Form ADV of the Adviser.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees
-4-
<PAGE>
of the Trust as Trustees, and are 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI International Trust Schroder Capital Management
International Limited
By:signature appears here By:signature appears here
--------------------------- -------------------------------------
Attest:Jennifer Klass Attest:signature appears here
----------------------- ---------------------------------
-5-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED
Pursuant to Article 3 , the Trust shall pay the Adviser compensation at an
annual rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
Pacific Basin Equity Portfolio .40% on first 100 million
.30% on next 50 million
.20% thereafter
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 25th day of April, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and Strategic
Fixed Income L.P.(The "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject to
the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International Fixed Income Portfolio 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus and statement of additional information from time
to time. The
<PAGE>
Adviser will promptly communicate to the Manager and to the officers
and the Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. 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 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 rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the
assets. The fee shall be based on the market value of investments
under management for the month involved.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. 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 offer and sale, the Adviser shall bear such excess
cost.
However, the Adviser will not bear expenses of the Trust or any
Portfolio which would result in the Trust's inability to qualify as an
regulated investment company under provisions of the Internal Revenue
Code of 1896, as amended. Payment of expenses by the Adviser pursuant
to this Section 4 shall be settled on a monthly basis (subject to
fiscal year end reconciliation) by a reduction in the fee payable to
the Adviser for such month pursuant to Section 3 and, if such
reduction shall be insufficient to offset such expenses, by
reimbursing the Trust.
5. REPORTS. The Trust and the Adviser agree to furnish each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements (or
comparable financial information) and such other information with
regard to their affairs as each may reasonably request.
6. 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
-2-
<PAGE>
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 to be an Agent
of the Trust.
7. 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 on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
8. 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 Paragraph 8, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
9. 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,
shareholder or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years form 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 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 t
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
-3-
<PAGE>
"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. Any notice under this
Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at any office of such party.
As used in this Section 10, 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
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford
Road, Wayne, PA and if to the Adviser at: 1001 Nineteenths Street
North, 16th Floor, Arlington, VA.
12. 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.
A copy of the Declaration of Trust of the Trust is on file with the Secretary 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
are 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI International Trust Strategic Fixed Income L.P.
By:signature appears here By:signature appears here
-------------------------------- -------------------------------------
Attest:signature appears here Attest:signature appears here
---------------------------- ---------------------------------
-4-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
STRATEGIC FIXED INCOME L.P.
Pursuant to Article 3 , the Trust shall pay the Adviser compensation at an
annual rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
International Fixed Income Portfolio .30%
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 25th 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.
<PAGE>
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 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
<PAGE>
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 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 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
<PAGE>
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 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
<PAGE>
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.
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.
SEI Financial Management Corporation Morgan Grenfell Investment Services
Limited
By: By:
/s/ Todd Cipperman signature appears here
- ------------------ ---------------------------------
Name: Todd Cipperman Name: signature appears here
------------------------------
Title: Vice President Title: signature appears here
-----------------------------
<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 . %
<PAGE>
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, 19945 (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
1
<PAGE>
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 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
2
<PAGE>
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 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
3
<PAGE>
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; 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.
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
4
<PAGE>
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.
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
5
<PAGE>
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.
SEI Financial Management Corporation Schroder Capital Management
International Limited
By: By:
/s/ Todd Cipperman signature appears here
------------------ ----------------------
Name: Todd Cipperman Name: name appears here
-----------------
Title: Vice President Title: title appears here
------------------
<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
7
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 30th day of September, 1996, between SEI Financial
Management Corporation, (the "Adviser") and Coronation Asset Management
(Proprietary) 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 Emerging Markets 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 written instructions
and directions of the Adviser and of the Board of Trustees of the Trust
(provided, however, that the Sub-Adviser shall not be obliged to do or omit
to do anything, in compliance with such written instructions, that would
constitute a breach of any applicable South African statute, rule or
regulation) 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 as provided in subparagraph (a) 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-
<PAGE>
Adviser may also consider the brokerage and research services provided (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with any guidelines established by the Board of Trustees
of the Trust, the Sub-Adviser is authorized 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 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 is 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 ("SEC") and
the 1940 Act. With respect to securities transactions entered into in
countries other than the United States, the Sub-Adviser shall enter into
securities transactions only in those jurisdictions in which the Trust's
custodian, or a sub-custodian appointed by the Trust, may hold the Assets.
(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.
The Sub-Adviser shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to its affairs 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 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.
2
<PAGE>
(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.
(i) The Sub-Adviser shall promptly notify the Adviser if the Sub-Adviser
determines that an instruction received from the Adviser or the Board of
Trustees would, if carried out, result in the Sub-Adviser committing a
violation of a South African statute, rule or regulation.
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 in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Trust's Declaration
of Trust (as defined herein), the Prospectus, the instructions and
directions of the Board of Trustees of the Trust, 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.
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
then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
5. 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 of the Sub-Adviser's
obligations under this Agreement; provided, however, that the Sub-Adviser's
obligation under this Section 5 shall be reduced to the extent that the
claim against, or the loss, liability or damage experienced
3
<PAGE>
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.
6. 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. 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 6, 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 SEC under the 1940 Act.
7. 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.
8. 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.
9. 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: Coronation Asset Management (Proprietary)
Limited
2nd Floor, 80 Strand Street
Cape Town 8001
P.O. Box 993
Cape Town, South Africa 8000
10. 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>
A copy of the Declaration of 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
SEC, 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.
SEI Financial Management Coronation Asset Management
Corporation (Proprietary) Limited
By: /s/ Todd B. Cipperman By: /s/ John A. Snalum /s/ Matthys M. Du Toit
---------------------------- -------------------------------------------
Name: Todd B. Cipperman Name: John A. Snalum Matthys M. Du Toit
-------------------------- -----------------------------------------
Title: Vice President Title: Financial Manager Director
------------------------ ------------------------------
5
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
Emerging Markets Equity Portfolio . %
6
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 11th day of September, 1996, between SEI Financial
Management Corporation, (the "Adviser") and Parametric Portfolio Associates (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 Emerging Markets 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 as provided in subparagraph (a) 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 provided (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934).
Consistent with any guidelines established by the Board of Trustees of the
Trust, the Sub-Adviser is authorized to pay to a broker or dealer who
<PAGE>
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio 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 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 is
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 ("SEC") 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.
The Sub-Adviser shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to its affairs 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 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
2
<PAGE>
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 in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Trust's Declaration
of Trust (as defined herein), the Prospectus, the instructions and
directions of the Board of Trustees of the Trust, 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.
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
then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
5. 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 of the Sub-Adviser's
obligations under this Agreement; provided, however, that the Sub-Adviser's
obligation under this Section 5 shall be reduced to the extent that 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.
6. 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. 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
3
<PAGE>
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 6, 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 SEC under the 1940 Act.
7. 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.
8. 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.
9. 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: Parametric Portfolio Associates
701 5th Avenue
Suite 7310
Seattle, WA 98104
10. 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 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
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
4
<PAGE>
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.
SEI Financial Management Corporation Parametric Portfolio Associates
By: /s/ Todd Cipperman By: /s/ William E. Cornelius
----------------------------- -------------------------------
Name: Todd Cipperman Name: William E. Cornelius
--------------------------- -----------------------------
Title: Vice President Title: Managing Director
-------------------------- ----------------------------
5
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
PARAMETRIC PORTFOLIO ASSOCIATES
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
Emerging Markets Equity Portfolio . %
6
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 14th day of June, 1996, between SEI Financial
Management Corporation, (the "Adviser") and Farrell Wako Global Investment
Management, 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 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 as provided in subparagraph (a) 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 provided (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934).
Consistent with any guidelines established by the Board of Trustees of the
Trust, the Sub-Adviser is authorized to pay to a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the
<PAGE>
Portfolio 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 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 is 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 ("SEC") 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.
The Sub-Adviser shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to its affairs 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 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-
2
<PAGE>
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 in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Trust's Declaration
of Trust (as defined herein), the Prospectus, the instructions and
directions of the Board of Trustees of the Trust, 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.
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
then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
5. 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 of the Sub-Adviser's
obligations under this Agreement; provided, however, that the Sub-Adviser's
obligation under this Section 5 shall be reduced to the extent that 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.
6. 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. 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-
3
<PAGE>
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 6, 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 SEC under the 1940 Act.
7. 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.
8. 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.
9. 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: Farrell Wako Global Investment
Management, Inc.
780 Third Avenue
38th Floor
New York, NY 10017
10. 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 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
SEC, 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.
SEI Financial Management Corporation Farrell Wako Global Investment
Management, Inc.
By: /s/ Kevin P. Robins By:
--------------------------------- ------------------------------
Name: Kevin P. Robins Name:
------------------------------- ----------------------------
Title: Vice President Title:
------------------------------ ---------------------------
4
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT, INC.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
International Equity Portfolio . %
5
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 30th day of December, 1996, between SEI Financial
Management Corporation, (the "Adviser") and Lazard London International
Investment Management 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 as provided in subparagraph (a) 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
provided (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934). Consistent with any guidelines
established by
<PAGE>
the Board of Trustees of the Trust, the Sub-Adviser is
authorized 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 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 is 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 ("SEC") 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. The Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or
financial information, and such other information with regard to its
affairs 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 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 have discretion over voting and handling all
proxies in relation to the securities held in the Portfolio including,
without limitation, whether or not to vote. The Adviser shall
instruct the
2
<PAGE>
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 in connection with its management of the
Assets, nothing herein shall be construed to relieve the Sub-Adviser
of responsibility for compliance with the Trust's Declaration of Trust
(as defined herein), the Prospectus, the instructions and directions
of the Board of Trustees of the Trust, 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.
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.
(d) The Adviser will promptly furnish to the Sub-Adviser any and all
amendments or other changes to the documents specified in this Section
3, and the Sub-Adviser shall not be charged with complying with any
such document or amendment not so delivered to the Sub-Adviser, unless
the Sub-Adviser reasonably should have known the terms of such
document or amendment.
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 at the end of each month based on the average of
the market value of the Assets under the Sub-Adviser's management at
the end of the preceding month and at the end of the current month,
and will be paid to the Sub-Adviser monthly. Except as may otherwise
be prohibited by law or regulation (including any then current SEC
staff interpretation), the Sub-Adviser may, in its discretion and from
time to time, waive a portion of its fee.
5. 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
of the Sub-Adviser's obligations under this Agreement; provided,
however, that the Sub-Adviser's obligation under this Section 5 shall
be reduced to the extent that the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise related to the Adviser's own willful misfeasance, bad faith
or negligence, or to the reckless disregard of its duties under this
Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims,
3
<PAGE>
losses, liabilities or damages (including reasonable attorney's fees
and other related expenses) howsoever arising from or in connection
with the performance of the Adviser's obligations under this
Agreement; provided, however, that the Adviser's obligation under this
Section 5 shall be reduced to the extent that the claim against, or
the loss, liability or damage experienced by the Sub-Adviser, is
caused by or is otherwise related to the Sub-Adviser's own willful
misfeasance, bad faith or negligence, or to the reckless disregard of
its duties under this Agreement.
6. 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. 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 6,
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 SEC under the 1940 Act.
7. 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.
8. 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.
9. 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
Oaks, Pennsylvania 19456
Attention: Legal Department
To the Sub-Adviser at: Lazard London International Investment
Management Limited
21 Moorfields
London, England EC2P 2HT
10. 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>
A copy of the Declaration of 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
SEC, 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.
SEI Financial Management Corporation Lazard London International Investment
Management Limited
By: By:
/s/ Kevin P. Robins /s/ Keith Jecks
-------------------- ---------------
Name: Name:
Kevin Robins Keith Jecks
------------ -----------
Title: Title:
Vice President Director
-------------- --------
5
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
International Equity Portfolio . %
6
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 14th day of June, 1996, between SEI Financial
Management Corporation, (the "Adviser") and Seligman Henderson Co. (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 as provided in subparagraph (a) 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 execution. In assessing the best execution
availability for each 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
and operational 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 execution, and in selecting
<PAGE>
the broker-dealer to execute a particular transaction, the Sub-Adviser may
also consider the brokerage and research services provided (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934).
Consistent with any guidelines established by the Board of Trustees of the
Trust, the Sub-Adviser is authorized 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 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 and its other clients. In addition, the
Sub-Adviser is 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 ("SEC") 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.
The Sub-Adviser shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to its affairs 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 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.
2
<PAGE>
(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, employees or affiliates.
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 in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Trust's Declaration
of Trust (as defined herein), the Prospectus, the instructions and
directions of the Board of Trustees of the Trust, 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.
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.
The Adviser will promptly furnish to the Sub-Adviser any and all amendments
or other changes to the documents specified in this Section 3, and the Sub-
Adviser shall not be charged with complying with any such document or
amendment not so delivered to the Sub-Adviser, unless the Sub-Adviser
reasonably should have known the terms of such document or amendment.
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
then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
5. 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 of the Sub-Adviser's
obligations under this Agreement; provided, however, that the Sub-Adviser's
obligation under this Section 5 shall be reduced to the extent that 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.
3
<PAGE>
6. 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. 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 6, 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 SEC under the 1940 Act.
7. 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.
8. 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.
9. 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: Seligman Henderson Co.
100 Park Avenue
New York, NY 10017
Attention: Compliance Officer
10. 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 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
SEC, 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
4
<PAGE>
designated below as of the day and year first written above.
SEI Financial Management Corporation Seligman Henderson Co.
By: By:
/s/ Kevin P. Robins /s/ Rodney G.D. Smith
------------------- ---------------------
Name: Name:
Kevin P. Robins Rodney G.D. Smith
--------------- -----------------
Title: Title:
Vice President C.E.O.
-------------- ------
5
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
SELIGMAN HENDERSON CO.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
International Equity Portfolio .%
6
<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 14th day of June, 1996, among SEI Financial Management
Corporation, (the "Adviser"), Yamaichi Capital Management, Inc. and Yamaichi
Capital Management (Singapore) Limited (collectively the "Sub-Advisers").
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-Advisers to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Advisers are
willing to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISERS. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Advisers 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-Advisers 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 their duties and obligations under this Agreement,
the Sub-Advisers 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-Advisers shall determine the Assets to be purchased or sold by the
Portfolio as provided in subparagraph (a) 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-Advisers will use their 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-Advisers shall
consider all factors that they deem 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-
Advisers may also consider the brokerage and research services provided (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with any guidelines established by
<PAGE>
the Board of Trustees of the Trust, the Sub-Advisers are authorized 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 excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Advisers
determine 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-Advisers to the Portfolio. In
addition, the Sub-Advisers are authorized to allocate purchase and sale
orders for securities to brokers or dealers (including brokers and dealers
that are affiliated with the Adviser, Sub-Advisers or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if the
Sub-Advisers believe 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-Advisers, the Trust's principal underwriter, or any
affiliated person of either the Trust, Adviser, the Sub-Advisers or the
principal underwriter, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission ("SEC") and
the 1940 Act.
(d) The Sub-Advisers 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.
The Sub-Advisers shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to their affairs as the Adviser or Board
of Trustees may reasonably request.
The Sub-Advisers shall keep the books and records relating to the Assets
required to be maintained by the Sub-Advisers under this Agreement and
shall timely furnish to the Adviser all information relating to the Sub-
Advisers' 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-Advisers 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 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-
Advisers agree that all records that they maintain on behalf of the
Portfolio are property of the Portfolio and the Sub-Advisers will surrender
promptly to the Portfolio any of such records upon the Portfolio's request;
provided, however, that the Sub-Advisers may retain a copy of such records.
In addition, for the duration of this Agreement, the Sub-Advisers shall
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any
such records as are required to be maintained by them 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-Advisers 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-Advisers under this
Agreement are not to be deemed exclusive and the Sub-Advisers shall be free
to render similar services to others, separately or jointly, as long as
such services do not impair the services rendered to the Adviser or the
Trust.
(g) The Sub-Advisers shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Advisers' ability to fulfill
their commitment under this Agreement.
(h) The Sub-Advisers 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
2
<PAGE>
other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Advisers.
Services to be furnished by the Sub-Advisers under this Agreement may be
furnished through the medium of any of the Sub-Advisers' 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-Advisers' performance of
their duties under this Agreement; provided, however, that in connection
with their management of the Assets, nothing herein shall be construed to
relieve the Sub-Advisers of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectus, the instructions
and directions of the Board of Trustees of the Trust, 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.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Advisers 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-ADVISERS. For the services to be provided by the
Sub-Advisers pursuant to this Agreement, the Adviser will pay the Sub-
Advisers, and the Sub-Advisers agree to accept as full compensation
therefor, a single 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-
Advisers monthly. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff interpretation), the Sub-
Advisers may, in their discretion and from time to time, waive a portion of
their fee.
5. INDEMNIFICATION. The Sub-Advisers 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 of the Sub-Advisers'
obligations under this Agreement; provided, however, that the Sub-Advisers'
obligation under this Section 5 shall be reduced to the extent that 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.
6. 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. 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
3
<PAGE>
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-Advisers,
or (c) by the Sub-Advisers 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 6, 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 SEC under the 1940 Act.
7. 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.
8. 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.
9. 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-Advisers at: Yamaichi Capital Management, Inc.
Two World Trade Center
Suite 9828
New York, New York 10048
10. 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 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
SEC, 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.
SEI Financial Management Corporation Yamaichi Capital Management, Inc.
4
<PAGE>
By: /s/ Kevin P. Robins
--------------------
By: /s/ Yoichi Kataoka
-------------------
Name: Kevin Robins Name: Yoichi Kataoka
------------ ---------------
Title: Vice President Title: President
-------------- ---------
Yamaichi Capital Management
(Singapore) Limited
By: /s/ Ichiro Sasaki
-----------------
Name: Ichiro Sasaki
-------------
Title: Managing Director
-----------------
5
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
AMONG
SEI FINANCIAL MANAGEMENT CORPORATION
AND
YAMAICHI CAPITAL MANAGEMENT, INC. (NEW YORK)
AND
YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED
Pursuant to Article 4, the Adviser shall pay the Sub-Advisers compensation at an
annual rate as follows:
International Equity Portfolio .%
6
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 7th day of November, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and Acadian
Asset Management, Inc. (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Manager" or "SFM") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International Equity Portfolio 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
<PAGE>
Trust's prospectus and statement of additional information from time
to time. The Adviser will promptly communicate to the Manager and to
the officers and the Trustees of the Trust such information relating
to portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. COMPENSATION OF THE ADVISER. For their 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 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 rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the
average investment balance of that portion of the assets of the
Portfolio managed by the Adviser. The fee shall be based on the
market value of investments under management for the month involved.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. REPORTS. The Trust and the Adviser agree to furnish each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements (or
comparable financial information) and such other information with
regard to their affairs as each may reasonably request.
5. 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 to be an Agent of the Trust.
6. 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 on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
7. 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
-2-
<PAGE>
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
Paragraph 7, the term "Adviser" shall include directors, officers,
employees and other corporate agents of the Adviser as well as that
corporation itself).
8. 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,
shareholder or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years form 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 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 t
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 (a) its assignment or (b) upon the approval
of SFM, by a majority of the outstanding voting securities of the
Portfolio, as the investment adviser to the Portfolio and SFM's
undertaking such role. Notwithstanding any other provision in this
paragraph, this Agreement shall terminate automatically without
penalty 120 days after its initial effective
-3-
<PAGE>
date unless approved by the majority of the outstanding voting
securities of the Portfolio.
As used in this Section 9, 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
under said Act.
10. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford
Road, Wayne, PA and if to the Adviser at: 260 Franklin Street,
Boston, MA 02110.
11. 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.
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary 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 are 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI International Trust Acadian Asset Management, Inc.
By:/s/ Robert B. Carroll By:signature appears here
-------------------------------- -------------------------------------
Attest:/s/ Jennifer Klass Attest:signature appears here
---------------------------- ---------------------------------
-4-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
ACADIAN ASSET MANAGEMENT, INC.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
International Equity First $150,000,000 .325%
Next $100,000,000 .25%
Next $100,000,000 .15%
Over $350,000,000 .10%
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 7th day of November, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and
WorldInvest Limited(the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Adviser is a member of The Investment Management Regulatory
Organization Limited ("IMRO") and is regulated by IMRO in conducting its
investment business.
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Manager" or "SFM") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International Equity Portfolio 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus and statement of additional information from time
to time. The Adviser will promptly communicate to the Manager and to
the officers and the Trustees of the Trust such information relating
to portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. COMPENSATION OF THE ADVISER. For their 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 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 rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the
average investment balance of that portion of the assets of the
Portfolio managed by the Adviser. The fee shall be based on the
market value of investments under management for the month involved.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. REPORTS. The Trust and the Adviser agree to furnish each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements (or
comparable financial information) and such other information with
regard to their affairs as each may reasonably request.
5. 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 to be an Agent of the Trust.
6. 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 on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
-2-
<PAGE>
7. 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 Paragraph 7, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
8. 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,
shareholder or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years form 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 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 t
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 (a) its assignment or (b) upon the approval
of SFM, by a majority of the outstanding voting securities of the
Portfolio, as the investment adviser to the Portfolio and SFM's
under-
-3-
<PAGE>
taking such role. Notwithstanding any other provision in this
paragraph, this Agreement shall terminate automatically without
penalty 120 days after its initial effective date unless approved by
the majority of the outstanding voting securities of the Portfolio.
As used in this Section 9, 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
under said Act.
10. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford
Road, Wayne, PA and if to the Adviser at: 56 Russell Square, London,
WC1B4HP England.
11. 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.
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary 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 are 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI International Trust WorldInvest Limited
By:signature appears here By:signature appears here
-------------------------------- -------------------------------------
Attest:signature appears here Attest:signature appears here
---------------------------- ---------------------------------
-4-
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
WORLDINVEST LIMITED
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
International Equity First $300,000,000 .325%
Over $300,000,000 .20%
<PAGE>
SCHEDULE C
TO THE MANAGEMENT AGREEMENT
DATED AUGUST 30, 1988
BETWEEN
SEI WEALTH MANAGEMENT TRUST,
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at
an annual rate as follows:
International Fixed Income Portfolio: .60% of average daily net assets
<PAGE>
CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI Financial Management Corporation ("Assignor") hereby notifies SEI
International Trust ("Trust") that it intends to assign all of its rights and
delegate its obligations under the Administration Agreement between the Trust
and SEI Financial Management Corporation, dated August 30, 1988, as amended
(the "Assignment and Assumption Agreement") to SEI Fund Management,
("Assignee"), no later than June 1,1996, in connection with the transition of
Assignor's fund administration and distribution business to Assignee;
2. Trust releases Assignor from its rights and obligations under the
Agreement on or after the date the Assignment and Assumption Agreement is
executed and any liability or responsibility for (i) breach of the Agreement
by Assignee or (ii) demands and claims made against the Trust or damages,
losses or expenses incurred by the Trust on or after the date of the
Assignment and Assumption Agreement, unless such demands, claims, losses,
damages or expenses arose out of ,or resulted from an act or omission of
Assignor prior to the date of the Assignment and Assumption Agreement.
3. This consent is not a waiver or estoppel with respect to any rights the
Trust may have by reason of the past performance or failure to perform by
Assignor.
4. This consent is conditioned upon the execution of an Assignment and
Assumption Agreement between Assignor and Assignee that require(s) Assignee
(i) to assume all rights and obligations of Assignor under the Agreement and
(ii) to be liable to the Trust for any default or breach of the Agreement to
the extent the default or breach occurs on or after the date of execution of
the Assignment and Assumption Agreement.
5. Except as provided herein, neither this consent nor the Assignment and
Assumption Agreement shall alter or modify the terms or conditions of the
Agreement.
Trust: SEI International Trust Assignor:
SEI Financial Management Corporation
By: signature appears here By: signature appears here
----------------------- ----------------------
Title: Title:
Vice President Vice President
Date: May 31, 1996 Date: May 31, 1996
<PAGE>
[Kirkpatrick & Lockhard Letterhead]
August 29, 1988 EX-99.B10
SEI Wealth Management Trust
28 State Street
Boston, Massachusetts 12109
Gentlemen:
You have requested our opinion regarding certain matters in connection with
the issuance by SEI Wealth Management Trust ("Trust") of units of beneficial
interest ("Shares") in the Trust. We have examined the Trust's Agreement and
Declaration of Trust and other corporate documents relating to the authorization
and issuance of the Shares of the Trust. Based upon this examination, we are of
the opinion that:
1. All legal requirements have been complied with in the organization of
the Trust and it is now a validly existing, unincorporated, voluntary
association under the laws of the Commonwealth of Massachusetts;
2. The Trust is authorized to issue an unlimited number of Shares,
without par value, in three series representing interests in the Value
Portfolio, the Government Portfolio and the Fixed Income Portfolio of
the Trust and in such other series as the Trustees may hereafter duly
authorize;
3. The unlimited number of unissued Shares of the Trust which are
currently being registered under the Securities Act of 1933 may be
legally and validly issued from time to time in accordance with the
Trust's Agreement and Declaration of Trust and By-Laws and subject to
compliance with the Securities Act of 1933, the Investment Company Act
of 1940, and applicable state laws regulating the sale of securities;
and
4. When so issued, the Shares of the Trust will be validly issued, fully
paid and non-assessable by the Trust.
<PAGE>
Kirkpatrick & Lockhart
SEI Wealth Management Trust
August 29, 1988
Page 2
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Agreement and Declaration of Trust states that creditors of, contractors with
and claimants against the Trust shall look only to the assets of the Trust or a
particular series of Shares for payment. It also requires that notice of such
disclaimer be given in each note, bond, contract, certificate, undertaking or
instrument made or issued by the officers of the Trust or the Trustees on behalf
of the Trust. The Agreement and Declaration of Trust further provides for
indemnification out of the assets of a series for all loss and expense of any
shareholder of that series held personally liable for the obligations of the
Trust by virtue of ownership of Shares of that series. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the series in which he or she is a shareholder
would be unable to meet its obligations.
We hereby consent to the filing of this opinion in connection with Pre-
Effective Amendment No. l to the Trust's Registration Statement on Form N-1A
(File No. 33-22821) to be filed with the Securities and Exchange Commission. We
also consent to the reference to our firm under the caption "Counsel and
Independent Public Accountant" in the Prospectus and Statement of Additional
Information filed as part of the Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart
--------------------------
KIRKPATRICK & LOCKHART
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 22 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated April 10, 1996, relating to the financial
statements and financial highlights of International Equity, Emerging Markets
Equity and International Fixed Income Portfolios (constituting SEI
International Trust, hereafter referred to as the "Trust") appearing in the
February 29, 1996 Annual Report to Shareholders of the Fund, which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Financial Highlights" and
"Independent Accountants" in the Prospectuses and under the headings "Experts"
and "Financial Statements" in the Statement of Additional Information.
PRICE WATERHOUSE LLP
Philadelphia, PA
April 4, 1997
<PAGE>
DISTRIBUTION PLAN
PROVANTAGE FUNDS
WHEREAS, SEI International Trust (the "Trust") is engaged in business as an
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust's ProVantage Funds Class and the owners of units of beneficial interest
("Shareholders") in the Trust's ProVantage Funds Class;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-l under the 1940 Act.
Section 1. The Trust has adopted this ProVantage Funds Distribution Plan
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of ProVantage Funds securities of which the Trust is the
issuer.
Section 2. The Trust may incur expenses for the items stipulated in
Section 3 of this Plan in an amount equal to .30% of the average daily net
assets of the ProVantage Funds of the Portfolios. All expenditures pursuant to
this Plan shall be made only pursuant to authorization by the President, any
Vice President or the Treasurer of the Trust. If there should be more than one
series of Trust shares, expenses incurred pursuant to this Plan shall be
allocated among the several series of the Trust on the basis of their relative
net asset values, unless otherwise determined by a majority of the Qualified
Trustees.
In addition, the Trust will pay the Distributor a fee on the ProVantage Funds of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for (i) compensation for its services in connection with distribution
assistance or provision of shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies and investment counselors, broker-dealers and the
Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
provision of shareholder services.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
limited to, the following:
(a) The incremental printing costs incurred in producing for and
distributing to persons other than current Shareholders of the Trust
the reports, prospectuses, notices and similar materials that are
prepared by the Trust for current Shareholders;
(b) advertising;
<PAGE>
(c) the costs of preparing, printing and distributing any literature used
in connection with the offering of the Trust's Shares and not covered
by Section 3(a) of this Plan; and
(d) expenses incurred in connection with the promotion and sale of the
Trust's Shares including, without limitation, travel and communication
expenses and expenses for the compensation of and benefits for sales
personnel.
Section 4. This Plan shall not take effect until it has been approved
(a) by a vote of at least a majority of the outstanding voting securities of the
Trust's ProVantage Funds Class; and (b) together with any related agreements, by
votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a Board of Trustees meeting called for the
purpose of voting on this Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Trust's ProVantage Funds Class.
Section 8. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
Section 9. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b) of Section 4 herein for the approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and
-2-
<PAGE>
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
Section 11. While this Plan is in effect, the selection and nomination of
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to
enter into an agreement with any particular person.
-3-
<PAGE>
EXHIBIT A
International Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . ..30%
-4-
<PAGE>
AMENDED AND RESTATED DISTRIBUTION PLAN
SEI INTERNATIONAL TRUST
CLASS D SHARES
WHEREAS, SEI International Trust (the "Trust") is engaged in business as an
open-end investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"); and
WHEREAS, the parties wish to amend and restate the terms of the
Distribution Plan previously adopted as set forth herein; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Portfolios of the Trust listed on Exhibit A hereto (the "Portfolios") and the
owners of the Class D shares of such Portfolios (the "Shares");
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
SECTION 1. The Trust has adopted this Class D Distribution Plan (the
"Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of the Shares of the Trust.
SECTION 2. The Trust will pay the Distributor a fee on the Shares of the
Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for (i) compensation for its services in connection with distribution
assistance or provision of shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies and investment counselors, broker-dealers and the
Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
provision of shareholder services.
SECTION 3. This Plan shall not take effect with respect to any Portfolio
until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Shares of such Portfolio; and (b) together
with any related agreements, by votes of the majority of both (i) the Trustees
of the Trust and (ii) the Qualified Trustees, cast in person at a Board of
Trustees meeting called for the purpose of voting on this Plan or such
agreement.
SECTION 4. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 3 herein for the approval of this Plan.
SECTION 5. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Portfolios.
SECTION 7. All agreements with any person relating to implementation of
this Plan shall be in writing,
<PAGE>
and any agreement related to this Plan shall provide (a) that such agreement may
be terminated at any time, without payment of any penalty, by the vote of a
majority of the Qualified Trustees or by the vote of a majority of the
outstanding voting securities of the Shares of the Portfolios, on not more than
60 days written notice to any other party to the agreement; and (b) that such
agreement shall terminate automatically in the event of its assignment.
SECTION 8. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Shares of the Portfolios, and all material amendments to this Plan shall
be approved in the manner provided in Part (b) of Section 3 herein for the
approval of this Plan.
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
SECTION 10. While this Plan is in effect, the selection and nomination of
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
SECTION 11. This Plan shall not obligate the Trust or any other party to
enter into an agreement with any particular person.
Amended and Restated May 1, 1996
<PAGE>
EXHIBIT A
International Equity Portfolio............................................ .30%
<PAGE>
SHAREHOLDER SERVICE PLAN AND AGREEMENT
SEI INTERNATIONAL TRUST
CLASS A
SEI International Trust (the "Trust") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Trust desires to retain SEI Financial Services Company (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Class A shares ("Shares") of any
Portfolio of the Trust. The Distributor is willing to itself provide or to
compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following shareholder services to
Clients who may from time to time beneficially own Shares:
(i) providing information periodically to Clients showing their
positions in Shares;
(ii) forwarding shareholder communications from the Trust (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(iii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Trust or its service
providers;
(iv) providing subaccounting with respect to Shares beneficially owned
by Clients;
(v) processing dividend payments from the Trust on behalf of Clients;
and
(vi) providing such other similar services as the Trust may reasonably
request to the extent that the Distributor and/or the service provider
is permitted to do so under applicable laws or regulations.
<PAGE>
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Trust or the
Shares except those contained in the Trust's then-current prospectus or
Statement of Additional Information for the Shares, copies of which will be
supplied to the Distributor, or in such supplemental literature or advertising
as may be authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Trust harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Trust or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, each Portfolio that has issued Class A
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Class A shares of each Portfolio, which fee will be computed daily
and paid monthly. The Trust may, in its discretion and without notice, suspend
or withdraw the sale of Class A Shares of any Portfolio, including the sale of
Class A Shares to any service provider for the account of any Client or Clients.
The Distributor may waive all or any portion of its fee from time to time.
SECTION 6. The Trust may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services
<PAGE>
provided by the Distributor under this Agreement will in no event be primarily
intended to result in the sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Trust or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class A Shares of any Portfolio, without penalty, at any time by
the Trust or by the Distributor upon written notice to the Trust.
SECTION 9. All notices and other communications to either the Trust or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "SEI International Trust," the "Trust," and the
"Trustees" of the Trust refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Trust dated June 28, 1988, a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Trust's principal office. The obligations of the Trust entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives, or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives, or agents of
the Trust personally. Further, any obligations of the Trust with respect to any
one Portfolio shall not be binding upon any other Portfolio.
By their signatures, the Trust and the Distributor agree to the terms of this
Agreement.
SEI INTERNATIONAL TRUST
By: signature appears here Date: 5/1/96
---------------------- ------
SEI FINANCIAL SERVICES COMPANY
By: signature appears here Date: 5/1/96
---------------------- ------
- 3 -
<PAGE>
This schedule is included to illustrate how total return will be
calculated. The examples presented utilize actual data from the Portfolio which
has a fiscal year ended February 28.
SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATION
TOTAL RETURN:
n
Total Return P(1 + T) = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the period
ONE YEAR:
---------
P = 1,000
n = 1
ERV = 984
T = -1.63%
SINCE INCEPTION DECEMBER 20, 1989
---------------------------------
P = 1,000
T = 2.28%
N = Since Inception
ERV = 951
<PAGE>
EXHIBIT 10(d)
SEI INTERNATIONAL TRUST
RULE 18f-3
MULTIPLE CLASS PLAN
DECEMBER 22, 1995
INTRODUCTION
SEI International Trust (the "Trust"), a registered investment company
that currently consists of five (5) separately managed portfolios (the Core
International Equity Portfolio, European Equity Portfolio, Pacific Basin Equity
Portfolio, Emerging Markets Equity Portfolio and International Fixed Income
Portfolio) and that may consist of additional portfolios in the future as listed
on Schedule A hereto (each a "Portfolio" and, collectively, the "Portfolios"),
have elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act") in offering multiple classes of units of beneficial
interest ("shares") in each Portfolio. The Plan sets forth the differences
among classes, including shareholder services, distribution arrangements,
expense allocations, and conversion or exchange options.
A. ATTRIBUTES OF SHARE CLASSES
The rights of each existing class of the Portfolios (I.E.,
Institutional and Retail Classes) shall be as set forth in the resolutions and
related materials of the Trust's Board adopted pursuant to the order dated
September 9, 1993, obtained by SEI Liquid Asset Trust, ET AL. (Inv. Co. Act
Release No. IC-19698), and attached hereto as Exhibits A - C.
With respect to any class of shares of a Portfolio created after the
date hereof, each share of a Portfolio will represent an equal PRO RATA interest
in the Portfolio and will have identical terms and conditions, except that: (i)
each new class will have a different class name (or other designation) that
identifies the class as separate from any other class; (ii) each class will
separately bear any distribution expenses ("distribution fees") in connection
with a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1
Plan"), and will separately bear any non-Rule 12b-1 Plan service payments
("service fees") that are made under any servicing agreement entered into with
respect to that class; (iii) each class may bear, consistent with rulings and
other published statements of position by the Internal Revenue Service, the
expenses of the Portfolio's operations which are directly attributable to such
class ("Class Expenses"); and (iv) shareholders of the class will have exclusive
voting rights regarding the Rule 12b-1 Plan and the servicing agreements
relating to such class, and will have
<PAGE>
separate voting rights on any matter submitted to shareholders in which the
interests of that class differ from the interests of any other class.
B. EXPENSE ALLOCATIONS
Expenses of each existing class and of each class created after the
date hereof shall be allocated as follows: (i) distribution and shareholder
servicing payments associated with any Rule 12b-1 Plan or servicing agreement
relating to each class of shares are (or will be) borne exclusively by that
class; (ii) any incremental transfer agency fees relating to a particular class
are (or will be) borne exclusively by that class; and (iii) class Expenses
relating to a particular class are (or will be) borne exclusively by that class.
Until and unless changed by the Board, the methodology and procedures
for calculating the net asset value of the various classes of shares and the
proper allocation of income and expenses among the various classes of shares
shall be as set forth in the "Report" rendered by Price Waterhouse LLP.
C. AMENDMENT OF PLAN; PERIODIC REVIEW
This Plan must be amended to properly describe (through additional
exhibits hereto or otherwise) each new class of shares approved by the Board
after the date hereof.
The Board of the Trust, including a majority of the independent
Trustees, must periodically review this Plan for its continued appropriateness,
and must approve any material amendment of the Plan as it relates to any class
of any Portfolio covered by the Plan.
<PAGE>
Amendment #1
SEI INTERNATIONAL TRUST
CERTIFICATE OF CLASS DESIGNATION
Class A Shares
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class A shares are sold without a sales charge, but are subject to a
shareholder servicing fee of up to .25% payable to the Distributor. The
Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services
to clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) providing
information periodically to clients showing their position in shares; (iii)
arranging for bank wires; (iv) responding to client inquiries relating to the
services performed by the Distributor or any service provider; (v) responding
to inquiries from clients concerning their investments in shares; (vi)
forwarding shareholder communications from the Fund (such as proxies,
shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to clients; (vii) processing
purchase, exchange and redemption requests from clients and placing such
orders with the Fund or its service providers; (viii) assisting clients in
changing dividend options, account designations, and addresses; (ix)
providing subaccounting with respect to shares beneficially owned by clients;
(x) processing dividends payments from the Fund on behalf of clients; and
(xi) providing such other similar services as the Fund may reasonably request
to the extent that the Distributor and/or the service provider is permitted
to do so under applicable laws or regulations.
2. ELIGIBILITY OF PURCHASERS
Class A shares do not require a minimum initial investment and are
available only to financial institutions and intermediaries.
3. EXCHANGE PRIVILEGES
Class A shares of each Fund may be exchanged for Class A shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to and applicable limitations resulting from
the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class A shareholder will have one vote for each full Class A share
held and a fractional vote for each fractional Class A share held. Class A
shareholders will have exclusive voting rights regarding any matter submitted
to shareholders that relates solely to Class A (such as a distribution plan
or service agreement relating to Class A), and will have separate voting
rights on any other matter submitted to shareholders in which the interests
of the Class A shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Class A shares do not have a conversion feature.
<PAGE>
Amendment #1
SEI INTERNATIONAL TRUST
CERTIFICATE OF CLASS DESIGNATION
Class D Shares
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class D shares are subject to Rule 12b-1 distribution plan payments
of up to .30% for the International Equity Portfolio payable to the
Distributor. The Distributor may use this fee for (i) compensation for its
services in connection with distribution assistance or provision of
shareholder services; or (ii) payments to financial institutions and
intermediaries such as banks, savings and loan associations, insurance
companies and investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries as compensation for services or reimbursement of
expenses incurred in connection with distribution assistance or provision of
shareholder services.
2. ELIGIBILITY OF PURCHASERS
Class D shares require a minimum initial investment of $1,000 and
may be purchased through intermediaries which provide various levels of
shareholder services to their customers.
3. EXCHANGE PRIVILEGES
Class D shares of each Fund may be exchanged for Class D shares of
each other Fund of the Trust in accordance with the procedures disclosed in
the Fund's Prospectus and subject to and applicable limitations resulting
from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class D shareholder will have one vote for each full Class D
share held and a fractional vote for each fractional Class D share held.
Class D shareholders will have exclusive voting rights regarding any matter
submitted to shareholders that relates solely to Class D (such as a
distribution plan or service agreement relating to Class D), and will have
separate voting rights on any other matter submitted to shareholders in which
the interests of the Class D shareholders differ from the interests of
holders of any other class.
5. CONVERSION RIGHTS
Class D shares do not have a conversion feature.
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any or
all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ William M. Doran Date: 10/16/96
- -------------------- --------
William M. Doran
Trustee
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any or
all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ F. Wendell Gooch Date: 10-18-96
- -------------------- --------
F. Wendell Gooch
Trustee
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any or
all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ Frank E. Morris Date: Oct. 18, 1996
- ------------------- -------------
Frank E. Morris
Trustee
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any or
all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ James M. Storey Date:
- ------------------- ------------
James M. Storey
Trustee
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any or
all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ Robert A. Nesher Date: 10-15-96
- -------------------- --------
Robert A. Nesher
Trustee
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Todd C. Cipperman and Kevin P. Robins, and each of
them singly, his or her true and lawful attorney-in- fact and agent with full
power of substitution and resubstitution, to sign for him or her and in his
or her name, place and stead, and in the capacity indicated below, to sign
any or all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ David G. Lee Date: 10/23/96
- ---------------- --------
David G. Lee
President, Chief Executive Officer
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any or
all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ George J. Sullivan, Jr. Date: OCT 16, 1996
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George J. Sullivan, Jr.
Trustee
<PAGE>
SEI ASSET ALLOCATION TRUST
SEI LIQUID ASSET TRUST
SEI DAILY INCOME TRUST
SEI TAX EXEMPT TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INTERNATIONAL TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee and Kevin P. Robins, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, to sign for him or her and in his or her name,
place and stead, and in the capacity indicated below, to sign any or all
amendments (including post-effective amendments) to each Trust's Registration
Statement on Form N-1A under the provisions of the Investment Company Act of
1940 and the Securities Act of 1933, each such Act as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ Mark E. Nagle Date:March 4, 1997
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Mark E. Nagle
Controller and Chief Financial Officer
