SEI INSTITUTIONAL INTERNATIONAL TRUST, 497, 1999-02-09

SEI INSTITUTIONAL INTERNATIONAL TRUST
497, 1999-02-09

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<PAGE>
SEI Institutional
International Trust
HOW TO READ THIS PROSPECTUS
- ------------------------------------------------------------------------

SEI Institutional International Trust is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Funds
have individual investment goals and strategies and are designed primarily for
institutional investors. This prospectus gives you important information about
the Class D Shares of the International Equity Fund that you should know before
investing. Please read this prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT THE FUND. FOR MORE DETAILED INFORMATION ABOUT
THE FUND, PLEASE SEE:

INTERNATIONAL EQUITY FUND............................................2
THE FUND'S OTHER INVESTMENTS.........................................4
INVESTMENT ADVISER AND SUB-ADVISERS..................................4
PURCHASING, SELLING AND EXCHANGING FUND SHARES.......................5
DIVIDENDS, DISTRIBUTIONS AND TAXES..................................10
FINANCIAL HIGHLIGHTS................................................11
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL
TRUST.......................................................Back Cover

- --------------------------------------------------------------------------------
THE FUND AND GLOBAL ASSET ALLOCATION

STRATEGIES: The Fund has its own distinct risk and reward characteristics,
investment objective, policies and strategies. SEI Investments Management
Corporation (SIMC) constructs and maintains global asset allocation strategies
for certain clients, and the Fund is designed in part to implement those
strategies. Because of the historical lack of correlation among various asset
classes, an investment in a mix of Funds representing a range of asset classes,
as part of an asset allocation strategy may reduce the strategy's overall level
of volatility. As a result, a global asset allocation strategy may reduce risk.

In managing Funds, SIMC focuses on four key principles: asset allocation,
portfolio structure, the use of specialist managers, and continuous portfolio
management. Asset allocation across appropriate asset classes (represented by
certain Funds) is the central theme of SIMC's investment philosophy. SIMC seeks
to reduce risk by creating a portfolio that is diversified within each asset
class. SIMC then oversees a network of specialist managers who invest the assets
of these Funds in distinct segments of the market or class represented by each
Fund. These specialist managers adhere to distinct investment disciplines, with
the goal of providing greater consistency and predictability of results, as well
as broader diversification across and within asset classes. Finally, SIMC
regularly rebalances to ensure that the appropriate mix of assets is constantly
in place, and constantly monitors and evaluates specialist managers for the
Funds to ensure that they do not deviate from their stated investment philosophy
or process.

INTERNATIONAL INVESTING: Investing in foreign countries poses distinct risks
since political and economic events unique to a country or region will affect
those markets and their issuers. These events will not necessarily affect the
U.S. economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of a Fund's
investments. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the issuer's
home country. These various risks will be even greater for investments in
emerging market countries since political turmoil and rapid changes in economic
conditions are more likely to occur in these countries.
<PAGE>
PROSPECTUS 1

INTRODUCTION

The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds.

The Fund has its own investment goal and strategies for reaching that goal. The
Fund's assets are managed under the direction of its Adviser. SIMC and one or
more Sub-Advisers manage portions of the Fund's assets. SIMC acts as "manager of
managers" for the Fund, and attempts to ensure that the Sub-Adviser(s) comply
with the Fund's investment policies and guidelines. SIMC also recommends the
appointment of additional or replacement Sub-Advisers to the Fund's Board.
Still, investing in the Fund involves risks, and there is no guarantee that the
Fund will achieve its goal. SIMC and the Sub-Advisers (the "Advisers") make
judgments about the markets, the economy, or companies, but these judgments may
not anticipate actual market movements or the impact of economic conditions on
company performance. In fact, no matter how good a job the Advisers do, you
could lose money on your investment in the Fund, just as you could with other
investments. A Fund share is not a bank deposit, and it is not insured or
guaranteed by the FDIC or any government agency.

The value of your investment in the Fund is based on the market value of the
securities the Fund holds. These prices change daily due to economic and other
events that affect securities markets generally, as well as those that affect
particular companies or governments. These price movements, sometimes called
volatility, will vary depending on the types of securities the Fund owns and the
markets in which they trade. The estimated level of volatility for the Fund is
set forth in the Fund Summary that follows. The effect on the Fund's share price
of a change in the value of a single security holding will depend on how widely
the Fund's holdings are diversified.

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YEAR 2000 RISKS

Like other mutual funds (and most organizations around the world), the Fund
could be affected by computer problems related to the transition to the year
2000. While no one knows if these problems will have any impact on the Fund or
on the financial markets in general, the Fund is taking steps to protect Fund
investors. These include efforts to ensure that the Fund's own systems are
prepared to make the transition to the year 2000, and to determine that the
problem will not affect the systems used by the Fund's major service providers.
Whether these steps will be effective can only be known for certain in the year
2000. In addition, year 2000 problems may ultimately negatively affect the
companies and governments whose securities the Fund purchases, which may have an
impact on the value of the Fund's shares. There is additional information on
these risks in the Statement of Additional Information.
<PAGE>
2 PROSPECTUS

INTERNATIONAL EQUITY FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Medium to High
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the
Fund invests in equity securities of foreign
companies.
- ------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGY

The International Equity Fund invests primarily in common stocks and other
equity securities of foreign companies. The Fund primarily invests in companies
located in developed countries, but may also invest in companies located in
emerging markets. The Fund uses a multi-manager approach, relying upon a number
of Sub-Advisers with differing investment philosophies to manage portions of the
Fund's portfolio under the general supervision of SIMC. The Fund is diversified
as to issuers, market capitalization, industry and country.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international economic and political events, as well as changes in
currency valuations relative to the U.S. dollar. These factors contribute to
price volatility, which is the principal risk of investing in the Fund.

The Fund is also subject to the risk that its market segment, developed
international equity securities, may underperform other equity market segments
or the equity markets as a whole.

The Fund invests in securities issued by European issuers. On January 1, 1999,
the countries participating in the European Monetary Union (EMU) implemented a
new currency unit, the euro, which is reshaping financial markets, banking
systems and monetary policies in Europe and other parts of the world. Although
it is not possible to predict the eventual impact of the euro implementation
plan on the Fund, the transition to the euro may change the economic environment
and behavior of investors, particularly in European markets.
<PAGE>
PROSPECTUS 3

INTERNATIONAL EQUITY FUND

PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

This bar chart shows changes in the performance of the Fund's Class D Shares
from year to year for nine years.*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
19.35% -16.33%
(12/31/98) (09/30/90)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE CHART
DOES NOT REFLECT SALES CHARGES. IF SALES CHARGES HAD BEEN REFLECTED, RETURNS
WOULD BE LESS THAN THOSE SHOWN ABOVE. FOR PERIODS PRIOR TO 1995, RETURNS SHOWN
ARE FOR CLASS A SHARES WHICH HAVE LOWER EXPENSES.
This table compares the Fund's average annual total returns for Class D Shares
for the periods ending December 31, 1998, to those of the Morgan Stanley MSCI
EAFE Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (12/20/89)*
<S> <C> <C> <C>
- -----------------------------------------------------------------
INTERNATIONAL EQUITY FUND 13.26% 5.90% 5.74%
- -----------------------------------------------------------------
MORGAN STANLEY MSCI EAFE INDEX** 20.00% 9.20% 5.43%***
- -----------------------------------------------------------------
</TABLE>

* FOR PERIODS PRIOR TO 1995, RETURNS SHOWN ARE FOR CLASS A SHARES WHICH HAVE
LOWER EXPENSES.
** AN INDEX MEASURES THE MARKET PRICE OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OF SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY
COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE
LOWER. THE MSCI EAFE INDEX IS A WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED
(COMPANIES WITH LARGER MARKET CAPITALIZATIONS HAVE MORE INFLUENCE THAN THOSE
WITH SMALLER CAPITALIZATIONS) INDEX OF OVER 900 SECURITIES LISTED ON THE STOCK
EXCHANGES IN EUROPE, AUSTRALIA AND THE FAR EAST.
*** THE INCEPTION DATE FOR THE INDEX IS DECEMBER 31, 1989.

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FUND FEES AND EXPENSES

This table describes the shareholders fees and expenses that you may pay if you
purchase Fund Shares. You would pay these fees directly from your investment in
the Fund.

<TABLE>
<CAPTION>
SHAREHOLDER FEES CLASS D
<S> <C>
Maximum Sales Charge (Load) 5.00%*
Imposed on Purchases (as a percentage of offering
price).
</TABLE>

* THIS SALES CHARGE VARIES DEPENDING ON HOW MUCH YOU INVEST. SEE "PURCHASING
FUND SHARES."
- --------------------------------------------------------------------------------

Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services and other costs
of doing business. This table describes the highest fees and expenses that you
may currently pay if you hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS D
<S> <C>
Investment Advisory Fees 0.51%
Distribution (12b-1) Fees 0.30%
Other Expenses 0.65%
----------
Total Annual Fund Operating Expenses 1.46%*
</TABLE>

* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT
FISCAL YEAR WERE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE ADVISER AND
DISTRIBUTOR ARE EACH WAIVING A PORTION OF THEIR FEES IN ORDER TO KEEP TOTAL
OPERATING EXPENSES AT A SPECIFIED LEVEL. THE ADVISER AND DISTRIBUTOR MAY
DISCONTINUE ALL OR PART OF THEIR WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS,
THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE AS FOLLOWS:

<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND-- CLASS D SHARES 1.43%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND SUB-ADVISERS"
AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Equity Fund
Class D $641 $939 $1,258 $2,159
</TABLE>

<PAGE>
4 PROSPECTUS

INVESTMENT ADVISER, SUB-ADVISERS AND PORTFOLIO MANAGERS

THE FUND'S OTHER INVESTMENTS
- --------------------------------------------------------------------------------
This prospectus describes the Fund's primary strategies, and the Fund will
normally invest at least 65% of its assets in the types of securities described
in this prospectus. However, the Fund also may invest in other securities, use
other strategies and engage in other investment practices. These investments and
strategies, as well as those described in this prospectus, are described in
detail in the Fund's Statement of Additional Information (SAI). Of course, there
is no guarantee that the Fund will achieve its investment goal.

The investments and strategies described in this prospectus are those that the
Sub-Advisers use under normal conditions. During unusual economic or market
conditions or for temporary defensive or liquidity purposes, the Fund may invest
up to 100% of its assets in cash, money market instruments, repurchase
agreements and short-term obligations that would not ordinarily be consistent
with the Fund's objectives. The Fund will do so only if the Adviser or
Sub-Adviser believes that the risk of loss outweighs the opportunity for capital
gains or higher income.

INVESTMENT ADVISER AND SUB-ADVISERS
- --------------------------------------------------------------------------------

SEI INVESTMENTS MANAGEMENT CORPORATION (SIMC) ACTS AS THE MANAGER OF MANAGERS OF
THE FUND, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE FUND, SINCE
IT ALLOCATES THE FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING
OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes
investment decisions for the assets it manages and continuously reviews,
supervises and administers its investment program. SIMC oversees the
Sub-Advisers to ensure compliance with the Fund's investment policies and
guidelines, and monitors each Sub-Adviser's adherence to its investment style.
The Board of Trustees supervises the Adviser and Sub-Advisers; establishes
policies that they must follow in their management activities; and oversees the
hiring and termination of Sub-Advisers recommended by SIMC. SIMC pays the
Sub-Advisers out of the investment advisory fees it receives (described below).

SIMC, an SEC-registered adviser, serves as the Adviser to the Fund. As of
October 31, 1998, SIMC had approximately $41 billion in assets under management.
For the fiscal period ended September 30, 1998, the Fund paid SIMC investment
advisory fees as follows:

<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND......................... .44%
</TABLE>

SUB-ADVISERS AND PORTFOLIO MANAGERS

INTERNATIONAL EQUITY FUND:

ACADIAN ASSET MANAGEMENT, INC.: A committee of investment professionals at
Acadian Asset Management, Inc. manages a portion of the assets of to the
International Equity Fund.

CAPITAL GUARDIAN TRUST COMPANY: A committee of investment professionals at
Capital Guardian Trust Company manages a portion of the assets of the
International Equity Fund.

SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED: Albert Morillo of Scottish
Widows Investment Management Limited ("Scottish Widows") serves as portfolio
manager of a portion of the assets of the International Equity Fund. Mr.
Morillo joined Scottish Widows as a UK analyst in 1985, and became head of
the European Team in 1991. Mr. Morillo sits on the Investment Policy
committee and has asset allocation responsibilities for the firm's global
equity accounts. Mr. Morillo has been a member of the European team since
1986.

SG YAMAICHI ASSET MANAGEMENT COMPANY, LTD., SG PACIFIC ASSET MANAGEMENT,
INC., AND SGY ASSET MANAGEMENT (SINGAPORE) LTD.: Marco Wong and Hiroyoshi
Nakagawa of SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi"), SG
Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management
(Singapore) Ltd. ("SGY"), serve as portfolio managers of a portion of the
assets of the International Equity Fund. Mr. Wong leads the management team
for the assets of the funds allocated to SG Pacific, SGY and SG Yamaichi.
Mr. Wong has been with SG Yamaichi since 1986. Mr. Nakagawa oversees the
Japan investment team in Tokyo, and also serves as portfolio manager for the
International Equity Fund. Mr. Nakagawa joined SG Yamaichi in 1977.
<PAGE>
PROSPECTUS 5

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to buy, sell (sometimes called "redeem") or exchange
shares of the Funds.

Class D Shares are available to individual investors, and have the following
characteristics:

- FRONT-END SALES CHARGE
- HIGHER ANNUAL EXPENSES
- $1,000 MINIMUM INITIAL INVESTMENT

For Class D Shares, the minimum initial investment for IRAs is $500. If you
participate in the Systematic Investment Plan, the minimum initial investment is
$250. Additional investments into Class D Shares must be at least $100 ($25 per
month for the Systematic Investment Plan).

PURCHASING FUND SHARES

HOW TO PURCHASE FUND SHARES
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).

You may purchase Class D Shares directly from the Fund by:
- - mail
- - telephone
- - wire, or
- - Automated Clearing House (ACH).

To purchase shares directly from the Fund, please call 1-800-DIAL-SEI. The Fund
may reject any purchase order if it determines that accepting the order would
not be in the best interests of the Fund or its shareholders.

Certain investors who deal directly with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Fund. If you purchase, sell or exchange Fund shares
through a financial institution (rather than directly from the Fund), you may
have to transmit your purchase, sale and exchange requests to your financial
institution at an earlier time for your transaction to become effective that
day. This allows the financial institution time to process your request and
transmit it to the Fund. For more information about how to purchase, sell or
exchange Fund shares through your financial institution, you should contact your
financial institution directly. Your financial institution may charge you fees
for its services.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your purchase order plus the
applicable front-end sales charge. The Fund calculates its NAV once each
Business Day at the regularly-scheduled close of normal trading on the New York
Stock Exchange (normally, 4:00 p.m. Eastern time). So, for you to receive the
current Business Day's NAV, generally the Fund must receive your purchase order
before 4:00 p.m. Eastern time.

HOW THE FUND CALCULATES NAV
NAV for one Fund share is the value of that share's portion of all of the net
assets in the Fund. In calculating NAV, the Fund generally values its investment
portfolio at market price. If market prices are unavailable or the Fund thinks
that they are unreliable, fair value prices may be determined in good faith
using methods approved by the Board of Trustees. The Fund holds portfolio
securities that are listed on foreign exchanges. These securities may trade on
weekends or other days when the Fund does not calculate its NAV. As a result,
the value of these investments may change on days when you cannot purchase or
sell Fund shares.
<PAGE>
6 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

MINIMUM PURCHASES
To purchase Class D Shares of the Fund for the first time, you must invest at
least $1,000 in the Fund ($500 for retirement plans). To purchase additional
Class D Shares of the Fund, you must invest at least $100. The Fund may accept
investments of smaller amounts at its discretion.

ADDITIONAL CLASS D PURCHASE INFORMATION

SYSTEMATIC INVESTMENT PLAN
If you have a checking or savings account with a bank, you may purchase Class D
Shares automatically through regular deductions from your account. Please call
1-800-DIAL-SEI for information regarding participating banks. You may make
regularly scheduled investments from $25 up to $100,000 once or twice a month.
The Systematic Investment Plan is subject to minimum initial purchase amounts
and the Distributor may close your account if you do not maintain a minimum
balance.

SALES CHARGES

FRONT-END SALES CHARGES
The offering price of Class D shares is the NAV next calculated after the Fund
receives your request, plus the front-end sales load. The amount of any
front-end sales charge included in your offering price varies, depending on the
amount of your investment, as shown in the following table:

<TABLE>
<CAPTION>
YOUR SALES CHARGE YOUR SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF
IF YOUR INVESTMENT IS: OF OFFERING PRICE YOUR NET INVESTMENT
<S> <C> <C>
LESS THAN $50,000....................... 5.00% 5.26%
$50,000 BUT LESS THAN $100,000.......... 4.50% 4.71%
$100,000 BUT LESS THAN $250,000......... 3.50% 3.63%
$250,000 BUT LESS THAN $500,000......... 2.50% 2.56%
$500,000 BUT LESS THAN $1,000,000....... 2.00% 2.04%
$1,000,000 BUT LESS THAN $2,000,000..... 1.00% 1.01%
$2,000,000 AND OVER..................... NONE NONE
</TABLE>

WAIVER OF FRONT-END SALES CHARGE
The front-end sales charge will be waived on Class D Shares purchased:
- - issued in plans of reorganization, such as mergers, asset acquisitions and
exchange offers, to which the Trust is a party;
- - 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;
- - sold to present employees of SEI or one of its affiliates, or of any entity
which is a current service provider to the trust;
- - sold to tax-exempt organizations enumerated in Section 501(c) of the Code or
qualified employee benefit plans created under Section 401, 403(b)(7) or 457
of the Code (but not IRAs or SEPs);
- - sold to fee-based clients of banks, financial planners and investment
advisers;
- - sold to clients of trust companies and bank trust departments;
- - sold to trustees and officers of the Trust;
- - purchased with proceeds form the recent redemption (within 60 days) of Class D
shares of another portfolio of SEI Tax Exempt Trust, SEI Institutional Managed
Trust, or SEI Liquid Asset Trust (each an "SEI Fund");
- - purchased with the proceeds from the recent redemption of shares of a mutual
fund with similar investment objectives and policies for which a front-end
sales charge was paid (this offer will be extended, to cover shares on which a
deferred sales charge was paid, if permitted under regulatory authorities'
interpretation of applicable law); or
- - sold to persons participating in certain financial services programs offered
by the bank affiliates of First Security Corporation.
<PAGE>
PROSPECTUS 7

PURCHASING, SELLING AND EXCHANGING FUND SHARES

The Fund may also enter into waiver arrangements with various other financial
intermediaries who sell Class D Shares of the Fund.

Purchases of Class D Shares of different SEI Funds will be aggregated for
purposes of determining sales charge reductions.

REPURCHASE OF CLASS D SHARES
You may purchase any amount of Class D Shares of the Fund at NAV (without the
normal front-end sales charge), up to the limit of the value of any amount of
Class D Shares (other than those which were purchased with reinvested dividends
and distributions) that you redeemed within the past 60 days. In effect, this
allows you to reacquire shares that you may have had to redeem, without
re-paying the front-end sales charge.

To exercise this privilege, the Fund must receive your purchase order within 60
days of your redemption. IN ADDITION, YOU MUST NOTIFY THE FUND WHEN YOU SEND IN
YOUR PURCHASE ORDER THAT YOU ARE REPURCHASING SHARES.

REDUCED SALES CHARGES

RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate,
this right allows you to add the value of the Class D Shares you already own
to the amount that you are currently purchasing. The Fund will combine the
value of your current purchases with the current value of any Class D Shares
you purchased previously for: (i) your account, (ii) your spouse's account,
(iii) a joint account with your spouse, or (iv) your minor children's trust
or custodial accounts. A fiduciary purchasing shares for the same fiduciary
account, trust or estate may also use this right of accumulation. The Fund
will only consider the value of Class D Shares purchased previously for
which you paid a sales charge. TO BE ENTITLED TO A REDUCED SALES CHARGE
BASED ON SHARES ALREADY OWNED, YOU MUST ASK THE FUND FOR THE REDUCTION AT
THE TIME OF PURCHASE. You must provide the Fund with your account number(s)
and, if applicable, the account numbers for your spouse and/or children (and
provide the children's ages). The Fund may amend or terminate this right of
accumulation at any time.

LETTER OF INTENT. You may purchase Class D Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase
Class D Shares of the Fund over a 13-month period and receive the same sales
charge as if you had purchased all the shares at the same time. The Fund
will only consider the value of Class D Shares sold subject to a sales
charge. As a result, Class D shares purchased with dividends or
distributions will not be included in the calculation. To be entitled to a
reduced sales charge based on shares you intend to purchase over the
13-month period, you must send the Fund a Letter of Intent. Class D Shares
purchased with dividends or distributions will not be included in the
calculation. In calculating the total amount of purchases you may include in
your letter purchases made up to 90 days before the date of the Letter. The
13-month period begins on the date of the first purchase, including those
purchases made in the 90-day period before the date of the Letter. Please
note that the purchase price of these prior purchases will not be adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase
the amount of your shares stated in the Letter. The Letter does, however,
authorize the Fund to hold in escrow 5% of the total amount you intend to
purchase. If you do not complete the total intended purchase at the end of
the 13-month period, the transfer agent will redeem the necessary portion of
the escrowed shares to make up the difference between the reduced rate sales
charge (based on the amount you intended to purchase) and the sales charge
that would normally apply (based on the actual amount you purchased).

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the
appropriate sales charge rate, the Fund will combine same day purchases of
Class D Shares (that are subject to a sales charge) made by you, your spouse
and your minor children (under age 21). This combination also applies to
Class D Shares you purchase with a Letter of Intent.
<PAGE>
8 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

SELLING FUND SHARES

HOW TO SELL YOUR FUND SHARES
If you own shares directly, you may sell your shares on any Business Day by
contacting the Fund directly by mail or telephone. You may also sell your shares
by contacting your financial institution by mail or telephone. The sale price of
each share will be the next NAV determined after the Fund receives your request.

SYSTEMATIC WITHDRAWAL PLAN
If you have at least $10,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $50 from the Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have an account with
certain banks, electronically transferred to your account. Please call
1-800-DIAL-SEI for information regarding banks that participate in the
Systematic Withdrawal Plan.

RECEIVING YOUR MONEY
Normally, the Fund will send your sale proceeds within three Business Days after
it receives your request, but it may take up to seven Business Days. Your
proceeds can be wired to your bank account (subject to a $10 wire fee) or sent
to you by check. IF YOU RECENTLY PURCHASED YOUR SHARES BY CHECK OR THROUGH ACH,
REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED (WHICH MAY
TAKE UP TO 15 BUSINESS DAYS).

REDEMPTIONS IN KIND
The Fund generally pays sale proceeds in cash. However, under unusual conditions
that make the payment of cash unwise (and for the protection of the Fund's
remaining shareholders) the Fund might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). Although it is highly unlikely that your shares would ever
be redeemed in kind, you would probably have to pay brokerage costs to sell the
securities distributed to you, as well as taxes on any capital gains from the
sale as with any redemption.

INVOLUNTARY SALES OF YOUR SHARES
If your account balance drops below the required minimum of $1,000 for Class D
Shares, you may be required to sell your shares. You will always be given at
least 60 days' written notice to give you time to add to your account and avoid
selling your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
The Fund may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the Statement of Additional Information.

EXCHANGING FUND SHARES

HOW TO EXCHANGE YOUR SHARES
You may exchange Class D Shares of the Fund for Class D Shares of any other SEI
Fund on any Business Day by contacting the Fund directly by mail or telephone.
You may also exchange shares through your financial institution or intermediary
by mail or telephone. IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH,
YOU MAY NOT BE ABLE TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH
MAY TAKE UP TO 15 BUSINESS DAYS). This exchange privilege may be changed or
canceled at any time upon 60 days' notice. When you exchange shares, you are
really selling your shares and buying other Fund shares. So, your sale price and
purchase price will be based on the NAV next calculated after the Fund receives
your exchange request.
<PAGE>
PROSPECTUS 9

PURCHASING, SELLING AND EXCHANGING FUND SHARES

If you exchange shares that you purchased without a sales charge or with a lower
sales charge into a Fund with a sales charge or with a higher sales charge, the
exchange is subject to an incremental sales charge (e.g., the difference between
the lower and higher applicable sales charges). If you exchange shares into a
Fund with the same, lower or no sales charge, there is no incremental sales
charge for the exchange.

TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. The Fund has certain safeguards and procedures
to confirm the identity of callers and the authenticity of instructions, and the
Fund are not responsible for any losses or costs incurred if the Fund follows
telephone instructions the Fund reasonably believes to be genuine. If you or
your financial institution or financial intermediary transact with the Fund over
the telephone, you will generally bear the risk of any loss.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of
the Fund.

The Fund has adopted a distribution plan that allows the Fund to pay SIDCo.
distribution fees for the sale and distribution of its Class D shares. Because
these fees are paid out of the Fund's assets continuously, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges. For Class D Shares, the distribution (Rule 12b-1)
fee is .30% of the average daily net assets of the Fund.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide incentives, in the
form of cash or other compensation, including merchandise, airline vouchers,
trips and vacation packages, to dealers selling Class D Shares of the Fund.
<PAGE>
10 PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Fund distributes its investment income periodically (at least once annually)
as a dividend to shareholders. The Fund makes distributions of capital gains, if
any, at least annually.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Fund in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Fund
receives your written notice. To cancel your election, simply send the Fund
written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Fund has summarized some important tax
issues that affect the Fund and its shareholders. This summary is based on
current tax laws, which may change.

The Fund will distribute substantially all of its investment income and capital
gains, if any. The dividends and distributions you receive may be subject to
federal, state and local taxation, depending upon your tax situation. If so,
they are taxable whether or not you reinvest them. Capital gains distributions
may be taxable at different rates depending on the length of time the Fund holds
its portfolio securities. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE
EVENT.

The Fund may be able to pass along a tax credit for foreign income taxes it
pays. The Fund will notify you if it gives you this credit.

The Fund uses a tax management technique known as "highest in, first out."
Therefore, the portfolio holdings that have experienced the smallest gain or
largest loss are sold first in an effort to minimize capital gains and enhance
after-tax returns.

MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI.
<PAGE>
PROSPECTUS 11

FINANCIAL HIGHLIGHTS

The table that follows presents performance information about the Class D Shares
of the Fund. This information is intended to help you understand the Fund's
financial performance for the past five years. Some of this information reflects
financial information for a single Fund share. The total returns in the tables
represent the rate that you would have earned (or lost) on an investment in the
Fund, assuming you reinvested all of your dividends and distributions.

This information has been audited by PricewaterhouseCoopers LLP, independent
public accountants. Their report, along with the Fund's financial statements,
appears in the annual report that accompanies the Fund's SAI. You can obtain the
Fund's annual report, which contains more performance information, at no charge
by calling 1-800-DIAL-SEI.

INTERNATIONAL EQUITY FUND-- CLASS D SHARES

<TABLE>
<CAPTION>
FOR THE
SEVEN MONTH
PERIOD ENDED
SEPTEMBER 30: FOR THE YEARS ENDED FEBRUARY 28:
-------------- ---------------------------------------
1998(3) 1998(3) 1997 1996 1995(2)
-------------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period..... $10.06 $ 9.58 $ 9.93 $ 9.56 $10.81
------- -------- ------- ------- --------

Net Investment Income/(Loss)............ 0.06 0.15 0.05 0.04 0.01
Net Realized and Unrealized
Gains/(Losses)........................ (1.05) 0.77 0.47 1.50 (0.67)

Distributions from Net Investment
Income(4)............................. -- (0.16) (0.05) (0.18) --
Distributions from Realized Capital
Gains................................. -- (0.28) (0.82) (0.99) (0.59)
Return of Capital....................... -- -- -- -- --
------- -------- ------- ------- --------
Net Asset Value, End of Period.......... $ 9.07 $10.06 $ 9.58 $ 9.93 $ 9.56
------- -------- ------- ------- --------
TOTAL RETURN............................ (9.84)%* 9.92% 5.39% 16.77% (6.33)%*
------- -------- ------- ------- --------
Net Assets, End of Period (000)......... $ 331 $ 302 $ 177 $ 199 $ 51
------- -------- ------- ------- --------
------- -------- ------- ------- --------

Ratio of Expenses to Average Net
Assets................................ 1.39%(1) 1.36% 1.55% 1.65% 1.47%
Ratio of Net Investment Income/(Loss) to
Average Net Assets.................... 1.36%(1) 1.16% 0.71% 0.58% 0.42%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)................... 1.46%(1) 1.45% 1.65% 1.90% 1.48%
Ratio of Net Investment Income/(Loss) to
Average Net Assets Excluding Fee
Waivers............................... 1.29%(1) 1.07% 0.61% 0.33% 0.41%
Portfolio Turnover Rate................. 66% 75% 117% 102% 64%
</TABLE>

- -------------

* Returns are for the period indicated and have not been annualized.
(1) Annualized.
(2) International Equity Class D shares were offered beginning May 1, 1994. All
ratios for that period have been annualized.
(3) Per share net investment income and net realized and unrealized
gains/(losses) calculated using average shares.
(4) Distributions from net investment income include distributions of certain
foreign currency gains and losses. Amounts designated as "--" are either $0
or have been rounded to $0.
<PAGE>

This Fund is offered in conjunction with The Achievement Funds to afford a
convenient range of investment choices to investors.

The Statement of Additional Information includes additional information about
the Fund.

Additional information about the Fund's investments is available in the
Fund's annual and semi-annual reports to shareholders. In the Fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the last
fiscal year.

You can obtain a free copy of the Fund's Statement of Additional Information
and/or free copies of the Fund's most recent annual or semi-annual report by
calling 800-472-0577. You may also call 800-472-0577 to request other
information about the Fund or to make shareholder inquiries.

The Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated into the prospectus by
reference. This means that the SAI, for legal purposes, is part of this
prospectus.

Information about the Fund (including the Statement of Additional
Information) can be reviewed and copied at the Securities and Exchange
Commission's Public Reference Room in Washington, D.C. Information on the
operation of the public reference room may be obtained by calling the
Commission at 1-800-SEC-0330. Copies of this information may be obtained upon
payment of a duplicating fee, by writing the Public Reference Section of the
Commission, Washington, D.C. 20549-6009.

Reports and other information about the Fund are also available on the
Commission's Internet site at http://www.sec.gov.

The Fund's Investment Company Act registration number is 811-5601.

Distributed by
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
800-472-0577

ACH-F-011-06

[LOGO]THE ACHIEVEMENT FUNDS
For Your Life's Journey

THE ACHIEVEMENT FUNDS
SEI INSTITUTIONAL INTERNATIONAL TRUST

RETAIL
PROSPECTUS

INTERNATIONAL EQUITY FUND

JANUARY 31, 1999

The Securities and Exchange Commission has not approved any Fund shares or
determined whether this prospectus is accurate or complete. It is a Crime for
Anyone to Tell You Otherwise.
<PAGE>
SEI Institutional
International Trust
HOW TO READ THIS PROSPECTUS
- ------------------------------------------------------------------------

SEI Institutional International Trust is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Funds
have individual investment goals and strategies and are designed primarily for
institutional investors. This prospectus gives you important information about
the Class A Shares of the Funds that you should know before investing. Please
read this prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT THE FUNDS. FOR MORE DETAILED INFORMATION ABOUT
THE FUNDS, PLEASE SEE:

INTERNATIONAL EQUITY FUND............................................2
EMERGING MARKETS EQUITY FUND.........................................4
INTERNATIONAL FIXED INCOME FUND......................................6
EMERGING MARKETS DEBT FUND...........................................8
THE FUNDS' OTHER INVESTMENTS........................................10
INVESTMENT ADVISERS AND SUB-ADVISERS................................10
PURCHASING, SELLING AND EXCHANGING FUND SHARES......................13
DIVIDENDS, DISTRIBUTIONS AND TAXES..................................15
FINANCIAL HIGHLIGHTS................................................16
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL
TRUST.......................................................Back Cover

- --------------------------------------------------------------------------------
THE FUNDS AND GLOBAL ASSET ALLOCATION

STRATEGIES: Each Fund has its own distinct risk and reward characteristics,
investment objectives, policies and strategies. SEI Investments Management
Corporation (SIMC) constructs and maintains global asset allocation strategies
for certain clients, and the Funds are designed in part to implement those
strategies. The degree to which an investor's portfolio is invested in the
particular market segments and/or asset classes represented by these Funds
varies, as does the investment risk/return potential represented by each
portfolio. Some Funds, especially the Emerging Markets Equity and Emerging
Markets Debt Funds, will have extremely volatile returns. Because of the
historical lack of correlation among various asset classes, an investment in a
mix of Funds representing a range of asset classes, as part of an asset
allocation strategy may reduce the strategy's overall level of volatility. As a
result, a global asset allocation strategy may reduce risk.

In managing the Funds, SIMC focuses on four key principles: asset allocation,
portfolio structure, the use of specialist managers, and continuous portfolio
management. Asset allocation across appropriate asset classes (represented by
the Funds) is the central theme of SIMC's investment philosophy. SIMC seeks to
reduce risk by creating a portfolio that is diversified within each asset class.
SIMC then oversees a network of specialist managers who invest the assets of
these Funds in distinct segments of the market or class represented by each
Fund. These specialist managers adhere to distinct investment disciplines, with
the goal of providing greater consistency and predictability of results, as well
as broader diversification across and within asset classes. Finally, SIMC
regularly rebalances to ensure that the appropriate mix of assets is constantly
in place, and constantly monitors and evaluates specialist managers for the
Funds to ensure that they do not deviate from their stated investment philosophy
or process.

INTRODUCTION -- INFORMATION COMMON TO ALL FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds.

Each Fund has its own investment goal and strategies for reaching that goal.
Each Fund's assets are managed under the direction of its Adviser. For the
International Equity, Emerging Markets Equity and Emerging Markets Debt Funds,
SIMC and one or more Sub-Advisers manage portions of the Funds' assets. SIMC
acts as "manager of managers" for these Funds, and attempts to ensure that the
Sub-Adviser(s) comply with the Funds' investment policies and guidelines. SIMC
also recommends the appointment of additional or replacement Sub-Advisers to the
Funds' Board. Still, investing in the Funds involves risks, and there is no
guarantee that a Fund will achieve its goal. SIMC and the Advisers and
Sub-Advisers (the "Advisers") make judgments about the markets, the economy, or
companies, but these judgments may not anticipate actual market movements or the
impact of economic conditions on company performance. In fact, no matter how
good a job the Advisers do, you could lose money on your investment in a Fund,
just as you could with other investments. A Fund share is not a bank deposit,
and it is not insured or guaranteed by the FDIC or any government agency.

The value of your investment in a Fund is based on the market value of the
securities the Fund holds. These prices change daily due to economic and other
events that affect securities markets generally, as well as those that affect
particular com-panies or governments. These price movements, sometimes called
volatility, will vary depending on the types of securities a Fund owns and the
markets in which they trade. The estimated level of volatility for each Fund is
set forth in the Fund Summaries that follow. The effect on a Fund's share price
of a change in the value of a single security holding will depend on how widely
the Fund's holdings are diversified.

- --------------------------------------------------------------------------------
YEAR 2000 RISKS

Like other mutual funds (and most organizations around the world), the Funds
could be affected by computer problems related to the transition to the year
2000. While no one knows if these problems will have any impact on the Funds or
on the financial markets in general, the Funds are taking steps to protect Fund
investors. These include efforts to ensure that the Funds' own systems are
prepared to make the transition to the year 2000, and to determine that the
problem will not affect the systems used by the Funds' major service providers.
Whether these steps will be effective can only be known for certain in the year
2000. In addition, year 2000 problems may ultimately negatively affect the
companies and governments whose securities the Funds purchase, which may have an
impact on the value of the Funds' shares. There is additional information on
these risks in the Statement of Additional Information.
<PAGE>
2 PROSPECTUS

INTERNATIONAL EQUITY FUND

FUND SUMMARY

INVESTMENT STRATEGY

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is also subject to the risk that its market segment, developed
international equity securities, may underperform other equity market segments
or the equity markets as a whole.

INTERNATIONAL EQUITY FUND

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for nine years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
19.35% -16.33%
(12/31/98) (09/30/90)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for Class A Shares
for the periods ending December 31, 1998, to those of the Morgan Stanley MSCI
EAFE Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (12/30/89)
<S> <C> <C> <C>
- ---------------------------------------------------------------
INTERNATIONAL EQUITY FUND 19.29% 7.28% 5.65%
- ---------------------------------------------------------------
MORGAN STANLEY MSCI EAFE INDEX* 20.00% 9.20% 5.43%**
- ---------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 0.51%
Distribution (12b-1) Fees None
Other Expenses 0.80%
-------
Total Annual Fund Operating Expenses 1.31%*
</TABLE>

* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT
FISCAL YEAR WERE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE ADVISER IS WAIVING
A PORTION OF ITS FEES IN ORDER TO KEEP TOTAL OPERATING EXPENSES AT A SPECIFIED
LEVEL. THE ADVISER MAY DISCONTINUE ALL OR PART OF ITS WAIVER AT ANY TIME. WITH
THIS FEE WAIVER, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE AS FOLLOWS:

<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND -- CLASS A SHARES 1.28%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Equity Fund
Class A $133 $415 $718 $1,579
</TABLE>

<PAGE>
4 PROSPECTUS

EMERGING MARKETS EQUITY FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Very high
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the
Fund invests in equity securities of emerging
markets companies.
- ------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGY

The Emerging Markets Equity Fund invests primarily in common stocks and other
equity securities of foreign companies located in emerging market countries. The
Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with
differing investment philosophies to manage portions of the Fund's portfolio
under the general supervision of SIMC. The Fund is diversified as to issuers,
market capitalization, industry and country.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international economic and political events, as well as changes in
currency valuations relative to the U.S. dollar. These factors contribute to
price volatility which is the principal risk of investing in the Fund.

The Fund is also subject to the risk that its market segment, emerging markets
equity securities, may underperform other equity market segments or the equity
markets as a whole.

Emerging market countries are countries that the World Bank or the United
Nations considers to be emerging or developing. Emerging markets may be more
likely to experience political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition, the financial stability
of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an
increased risk of price volatility associated with the Fund's investments in
emerging market countries, which may be magnified by currency fluctuations
relative to the U.S. dollar.
<PAGE>
PROSPECTUS 5

EMERGING MARKETS EQUITY FUND

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for three years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
14.26% -27.41%
(12/31/98) (09/30/98)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998, to those of the IFC Investible Composite Index and the
MSCI Emerging Markets Free Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (01/17/95)
<S> <C> <C>
- -------------------------------------------------------------
EMERGING MARKETS EQUITY FUND -31.95% -8.23%
- -------------------------------------------------------------
IFC INVESTIBLE COMPOSITE INDEX* -22.12% -9.92%**
- -------------------------------------------------------------
MSCI EMERGING MARKETS FREE INDEX -27.52% -11.97%**
- -------------------------------------------------------------
</TABLE>

* AN INDEX MEASURES THE MARKET PRICE OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OF SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY
COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE
LOWER. THE IFC INVESTIBLE COMPOSITE INDEX IS A WIDELY-RECOGNIZED,
CAPITALIZATION-WEIGHTED (COMPANIES WITH LARGER MARKET CAPITALIZATIONS HAVE MORE
INFLUENCE THAN THOSE WITH SMALLER MARKET CAPITALIZATIONS) INDEX OF COMMON STOCKS
ISSUED BY DEVELOPING MARKETS. THE INDEX IS DESIGNED TO MEASURE TOTAL RETURN IN
EITHER U.S. OR LOCAL CURRENCY. THE SELECTION OF STOCKS IS BASED ON SIZE,
LIQUIDITY AND INDUSTRY. THE MSCI EMERGING MARKETS FREE INDEX IS A
WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED INDEX OF OVER 800 STOCKS FROM
APPROXIMATELY 17 DIFFERENT EMERGING MARKET COUNTRIES.
** THE INCEPTION DATE FOR EACH INDEX IS JANUARY 31, 1995.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 1.05%
Distribution (12b-1) Fees None
Other Expenses 1.19%
----------
Total Annual Fund Operating Expenses 2.24%*
</TABLE>

* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT
FISCAL YEAR WERE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE ADVISER AND THE
DISTRIBUTOR ARE EACH WAIVING A PORTION OF THEIR FEES IN ORDER TO KEEP TOTAL
OPERATING EXPENSES AT A SPECIFIED LEVEL. THE ADVISER AND DISTRIBUTOR MAY
DISCONTINUE ALL OR PART OF THEIR WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS,
THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE AS FOLLOWS:

<TABLE>
<S> <C>
EMERGING MARKETS EQUITY FUND-- CLASS A SHARES 1.95%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets Equity Fund
Class A $227 $700 $1,200 $2,575
</TABLE>

<PAGE>
6 PROSPECTUS

INTERNATIONAL FIXED INCOME FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation and current income
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY High
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist adviser, the Fund invests
in investment grade fixed income securities of
foreign government and corporate issuers.
- ------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGY

The International Fixed Income Fund invests primarily in foreign government,
corporate, and mortgage-backed securities. In selecting investments for the
Fund, the Adviser chooses investment grade securities issued by corporations and
governments located in various developed foreign countries, looking for
opportunities for capital appreciation and gain, as well as current income. The
Fund's portfolio is not hedged against currency fluctuations relative to the
U.S. dollar. There are no restrictions on the Fund's average portfolio maturity
or on the maturity of any specific security.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk. In the case of foreign fixed income securities, price fluctuations
will reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollar. The Fund is also subject to the
risk that its market segment, developed international fixed income securities,
may underperform other fixed income market segments or the fixed income markets
as a whole.

The Fund is non-diversified, which means that it may invest in the securities of
relatively few issuers. As a result, the Fund may be more susceptible to a
single adverse economic or political occurrence affecting one or more of these
issuers, and may experience increased volatility due to its investments in those
securities.
<PAGE>
PROSPECTUS 7

INTERNATIONAL FIXED INCOME FUND

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for five years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
14.67% -5.88%
(03/31/95) (03/31/97)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998, to those of the Salomon WGBI Non-U.S. Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (09/1/93)
<S> <C> <C> <C>
- -------------------------------------------------------------------
INTERNATIONAL FIXED
INCOME FUND 18.52% 8.65% 8.63%
- -------------------------------------------------------------------
SALOMON WGBI
NON-U.S. INDEX* 17.79% 8.26% 8.24%**
- -------------------------------------------------------------------
</TABLE>

** THE INCEPTION DATE FOR THE INDEX IS SEPTEMBER 30, 1993.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 0.30%
Distribution (12b-1) Fees None
Other Expenses 0.91%
-------
Total Annual Fund Operating Expenses 1.21%*
</TABLE>

<TABLE>
<S> <C>
INTERNATIONAL FIXED INCOME FUND-- CLASS A SHARES 1.00%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Fixed Income
Fund Class A $123 $384 $665 $1,466
</TABLE>

<PAGE>
8 PROSPECTUS

EMERGING MARKETS DEBT FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Total return
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY High to very high
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser, the Fund
invests in U.S. dollar denominated debt securities
of emerging markets issuers.
- ------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGY

The Emerging Markets Debt Fund invests primarily in U.S. dollar denominated debt
securities of government, government-related and corporate issuers in emerging
market countries, as well as entities organized to restructure the outstanding
debt of such issuers. The Sub-Adviser will spread the Fund's holdings across a
number of countries and industries to limit its exposure to a single emerging
market economy. There are no restrictions on the Fund's average portfolio
maturity, or on the maturity of any specific security. There is no minimum
rating standard for the Fund's securities, and the Fund's securities will
generally be in the lower or lowest rating categories.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

"Junk" bonds involve greater risks of default or downgrade, and involve greater
risk of price declines than investment grade securities due to actual or
perceived changes in an issuer's creditworthiness. In addition, issuers of junk
bonds may be more susceptible than other issuers to economic downturns. Junk
bonds are subject to the risk that the issuer may not be able to pay interest or
dividends and ultimately to repay principal upon maturity. Discontinuation of
these payments could substantially adversely affect the market value of the
security. The volatility of junk bonds and certain foreign sovereign debt
obligations is even greater since the prospects for repayment of principal and
interest of many of these securities is speculative. Some may even be in
default. As an incentive to invest in these risky securities, they tend to offer
higher returns.

The Fund is also subject to the risk that its market segment, emerging markets
debt securities, may underperform other fixed income market segments or the
fixed income markets as a whole.

The foreign sovereign debt securities and "Brady Bonds" the Fund purchases
involve specific risks, including the risk that: (i) the governmental entity
that controls the repayment of sovereign debt may not be willing or able to
repay the principal and/or interest when it becomes due, due to factors such as
debt service burden, political constraints, cash flow problems and other
national economic factors; (ii) governments may default on their sovereign debt,
which may require holders of such sovereign debt to participate in debt
rescheduling or additional lending to defaulting governments; and (iii) there is
no bankruptcy proceeding by which defaulted sovereign debt may be collected in
whole or in part.

EMERGING MARKETS DEBT FUND

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Class A Shares for one year.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
16.20% -29.08%
(12/31/98) (09/30/98)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998, to those of the J.P. Morgan EMBI Plus Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (06/26/97)
<S> <C> <C>
- ------------------------------------------------------------
EMERGING MARKETS DEBT FUND -20.89% -12.76%
- ------------------------------------------------------------
J.P. MORGAN EMBI PLUS INDEX* -14.36% -6.92%**
- ------------------------------------------------------------
</TABLE>

* AN INDEX MEASURES THE MARKET PRICE OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OF SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY
COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE
LOWER. THE J.P. MORGAN EMBI PLUS IS A WIDELY-RECOGNIZED, MARKET VALUE-WEIGHTED
(HIGHER MARKET VALUE SECURITIES HAVE MORE INFLUENCE THAN LOWER MARKET VALUE
SECURITIES) INDEX OF BONDS ISSUED BY EMERGING MARKETS COUNTRIES. THE INDEX
CURRENTLY INCLUDES EUROBONDS, AND BRADY BONDS ISSUED BY ARGENTINA, BRAZIL,
BULGARIA, MEXICO, NIGERIA, THE PHILLIPPINES, POLAND AND VENEZUELA.
** THE INCEPTION DATE FOR THE INDEX IS JUNE 30, 1997.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 0.85%
Distribution (12b-1) Fees None
Other Expenses 1.00%
----------
Total Annual Fund Operating Expenses 1.85%*
</TABLE>

<TABLE>
<S> <C>
EMERGING MARKETS DEBT FUND-- CLASS A SHARES 1.35%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets Debt Fund
Class A $188 $582 $1,001 $2,169
</TABLE>

<PAGE>
10 PROSPECTUS

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

THE FUNDS' OTHER INVESTMENTS
- --------------------------------------------------------------------------------
This prospectus describes the Funds' primary strategies, and the Funds will
normally invest at least 65% of their assets in the types of securities
described in this prospectus. However, each Fund also may invest in other
securities, use other strategies and engage in other investment practices. These
investments and strategies, as well as those described in this prospectus, are
described in detail in the Funds' Statement of Additional Information (SAI). Of
course, there is no guarantee that any Fund will achieve its investment goal.

The investments and strategies described in this prospectus are those that the
Sub-Advisers use under normal conditions. During unusual economic or market
conditions or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, money market instruments, repurchase
agreements and short-term obligations that would not ordinarily be consistent
with the Funds' objectives. A Fund will do so only if the Advisers or
Sub-Advisers believe that the risk of loss outweighs the opportunity for capital
gains or higher income.

INVESTMENT ADVISERS AND SUB-ADVISERS
- --------------------------------------------------------------------------------

SEI INVESTMENTS MANAGEMENT CORPORATION (SIMC) ACTS AS THE MANAGER OF MANAGERS OF
THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT
FUNDS, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THOSE FUNDS SINCE IT
ALLOCATES EACH FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING
OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Investment Adviser or
Sub-Adviser makes investment decisions for the assets it manages and
continuously reviews, supervises and administers its investment program. SIMC
oversees the Sub-Advisers to ensure compliance with the Funds' investment
policies and guidelines, and monitors each Sub-Adviser's adherence to its
investment style. The Board of Trustees supervises the Advisers and
Sub-Advisers; establishes policies that they must follow in their management
activities; and oversees the hiring and termination of Sub-Advisers recommended
by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it
receives (described below).

SIMC, an SEC-registered adviser, serves as the Adviser to the International
Equity, Emerging Markets Equity and Emerging Markets Debt Funds. As of October
31, 1998, SIMC had assets under management of $41 billion. For the fiscal period
ended September 30, 1998, the Funds paid SIMC investment advisory fees as
follows:

<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND......................... .44%
EMERGING MARKETS EQUITY FUND...................... .76%
EMERGING MARKETS DEBT FUND........................ .57%
</TABLE>

Strategic Fixed Income, L.L.C., an SEC-registered adviser, serves as the Adviser
to the International Fixed Income Fund. As of October 31, 1998, Strategic Fixed
Income, L.L.C., had approximately $4 billion in assets under management. For the
fiscal period ended September 30, 1998, the Fund paid Strategic Fixed Income,
L.L.C., investment advisory fees as follows:

<TABLE>
<S> <C>
INTERNATIONAL FIXED INCOME FUND................... .25%
</TABLE>

SUB-ADVISERS AND PORTFOLIO MANAGERS

INTERNATIONAL EQUITY FUND:

ACADIAN ASSET MANAGEMENT, INC.: A committee of investment professionals at
Acadian Asset Management, Inc. manages a portion of the assets of to the
International Equity Fund.
<PAGE>
PROSPECTUS 11

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

CAPITAL GUARDIAN TRUST COMPANY: A committee of investment professionals at
Capital Guardian Trust Company manages a portion of the assets of the
International Equity Fund.

EMERGING MARKETS EQUITY FUND:

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED: Anthony Gibson and Louis
Stassen of Coronation Asset Management (Proprietary) Limited ("Coronation")
serve as portfolio managers of a portion of the assets of the Emerging
Markets Equity Fund. 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.

CREDIT SUISSE ASSET MANAGEMENT LIMITED: Glenn Wellman and Isabel Knight of
Credit Suisse Asset Management Limited ("Credit Suisse") serve as portfolio
managers of a portion of the assets of the Emerging Markets Equity Fund. Mr.
Wellman is a Managing Director of Credit Suisse. Prior to joining Credit
Suisse in 1993, he was a Director and Senior Vice President at Alliance
Capital Limited. Ms. Knight is a Director of Credit Suisse, prior to joining
Credit Suisse in 1997, she was Senior Fund Manager at Foreign and Colonial
from 1995 to 1997. From 1992 to 1995, Ms. Knight was a Portfolio Manager for
Morgan Stanley Asset Management.

MORGAN STANLEY ASSET MANAGEMENT INC.: Robert L. Meyer, Michael Perl and Andy
Skov of Morgan Stanley Asset Management Inc. ("MSAM") serve as portfolio
managers of a portion of the assets of the Emerging Markets Equity Fund. Mr.
Meyer is a Managing Director and joined MSAM in 1989 after working for the
law firm of Irell & Manella. Mr. Perl is a Vice President and joined MSAM
after 6 years at Bankers Trust Australia, where he served as a Portfolio
Manager. Mr. Skov is a Principal who joined MSAM after 4 years as an
Associate at Bankers Trust.

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT: Arthur E. Nicholas of
Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as
portfolio manager of a portion of the assets of the Emerging Markets Equity
Fund. Mr. Nicholas is the founder and Chief Investment Officer of the firm.
The Emerging Markets team is co-managed by Pedro Marcal and Eswar Menon. Mr.
Marcal joined Nicholas-Applegate in 1984. Mr. Menon joined
Nicholas-Applegate in 1995 and has 5 years' prior experience with Koeneman
Capital Management in Singapore.

PARAMETRIC PORTFOLIO ASSOCIATES: Clifford Quisenberry of Parametric
Portfolio Associates ("Parametric") serves as portfolio manager of a portion
of the assets of the Emerging Markets Equity Fund. Mr. Quisenberry is CFA,
Vice President, and Portfolio Manager of Parametric. He joined Parametric in
1994 and has eleven years' investment experience.
<PAGE>
12 PROSPECTUS

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

SG PACIFIC ASSET MANAGEMENT, INC. AND SGY ASSET MANAGEMENT (SINGAPORE)
LTD.: Marco Wong of SG Pacific Asset Management, Inc. ("SG Pacific") and SGY
Asset Management (Singapore) Ltd. ("SGY"), serves as portfolio manager of a
portion of the assets of the Emerging Markets Equity Fund. Mr. Wong leads
the management team for the assets of the funds allocated to SG Pacific and
SGY. Mr. Wong has been with SG Yamaichi, the parent of SGY and SG Pacific,
since 1986.

INTERNATIONAL FIXED INCOME FUND:

STRATEGIC FIXED INCOME, L.L.C.: Kenneth Windheim, Gregory Barnett and David
Jallits of Strategic Fixed Income, L.L.C. ("Strategic") serve as portfolio
managers of the International Fixed Income Fund. Mr. Windheim is the
President of Strategic. Prior to joining Strategic, Mr. 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 Strategic, Mr. 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
Strategic, Mr. Jallits was Senior Portfolio Manager for a hedge fund at
Teton Partners. From 1992 to 1993, he was Vice President and Global Fixed
Income Portfolio Manager at The Putnam Companies.

EMERGING MARKETS DEBT FUND:

SALOMON BROTHERS ASSET MANAGEMENT INC: Peter J. Wilby leads a team of
professionals from Salomon Brothers Asset Management Inc ("SBAM") that
manages a portion of the assets of the Emerging Markets Debt Fund. Mr.
Wilby, a Managing Director of SBAM, joined SBAM in 1989.
<PAGE>
PROSPECTUS 13

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to buy, sell (sometimes called "redeem") or exchange
shares of the Funds.

The Funds offer Class A Shares only to financial institutions for their own or
their customers' accounts. For information on how to open an account and set up
procedures for placing transactions, please call 1-800-DIAL-SEI.

PURCHASING FUND SHARES

HOW TO PURCHASE FUND SHARES
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).

Financial institutions and intermediaries may purchase Class A Shares by placing
orders with the Funds' Transfer Agent (or its authorized agent). Institutions
and intermediaries that use certain SEI proprietary systems may place orders
electronically through those systems.

To purchase shares directly from the Funds, please call 1-800-DIAL-SEI. The
Funds may reject any purchase order if they determine that accepting the order
would not be in the best interests of the Funds or their shareholders.

Certain investors who deal directly with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Funds. If you purchase, sell or exchange Fund shares
through a financial institution (rather than directly from the Funds), you may
have to transmit your purchase, sale and exchange requests to your financial
institution at an earlier time for your transaction to become effective that
day. This allows the financial institution time to process your request and
transmit it to the Funds. For more information about how to purchase, sell or
exchange Fund shares through your financial institution, you should contact your
financial institution directly. Your financial institution may charge you fees
for its services.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Funds receive your purchase order. Each Fund
calculates its NAV once each Business Day at the regularly-scheduled close of
normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern
time). So, for you to receive the current Business Day's NAV, generally the
Funds must receive your purchase order before 4:00 p.m. Eastern time.

HOW THE FUNDS CALCULATE NAV
NAV for one Fund share is the value of that share's portion of all of the net
assets in a Fund. In calculating NAV, each Fund generally values its investment
portfolio securities at market price. If market prices are unavailable or a Fund
thinks that they are unreliable, fair value prices may be determined in good
faith using methods approved by the Board of Trustees. The Funds hold portfolio
securities that are listed on foreign exchanges. These securities may trade on
weekends or other days when the Funds do not calculate NAV. As a result, the
value of these investments may change on days when you cannot purchase or sell
Fund shares.

MINIMUM PURCHASES
To purchase Class A Shares for the first time, you must invest at least $100,000
in any Fund. The Funds may accept investments of smaller amounts at their
discretion.

SELLING FUND SHARES

HOW TO SELL YOUR FUND SHARES
Holders of Class A Shares may sell shares by following procedures established
when they opened their account or accounts. If you have questions, call
1-800-DIAL-SEI. If you own your shares through an account with a broker or other
institution, contact that broker or institution to sell your shares.

If you own shares directly, you may sell your shares on any Business Day by
contacting the Funds directly by mail or telephone. You may also sell your
shares by contacting your financial institution by mail or telephone. The sale
price of each share will be the next NAV determined after the Funds receive your
request.
<PAGE>
14 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

RECEIVING YOUR MONEY
Normally, the Funds will send your sale proceeds within three Business Days
after they receive your request, but it may take up to seven Business Days. Your
proceeds can be wired to your bank account or sent to you by check. IF YOU
RECENTLY PURCHASED YOUR SHARES BY CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY
NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 BUSINESS
DAYS).

REDEMPTIONS IN KIND
The Funds generally pay sale proceeds in cash. However, under unusual conditions
that make the payment of cash unwise (and for the protection of the Funds'
remaining shareholders) the Funds might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). Although it is highly unlikely that your shares would ever
be redeemed in kind, you would probably have to pay brokerage costs to sell the
securities distributed to you, as well as taxes on any capital gains from the
sale as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
A Fund may suspend your right to sell your shares if the NYSE restricts trading,
the SEC declares an emergency or for other reasons. More information about this
is in the SAI.

EXCHANGING FUND SHARES

HOW TO EXCHANGE YOUR SHARES
You may exchange Class A Shares of any Fund for Class A Shares of any other Fund
on any Business Day by contacting the Funds directly by mail or telephone. You
may also exchange shares through your financial institution or intermediary by
mail or telephone. IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU
MAY NOT BE ABLE TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY
TAKE UP TO 15 BUSINESS DAYS). This exchange privilege may be changed or canceled
at any time upon 60 days' notice. When you exchange shares, you are really
selling your shares and buying other Fund shares. So, your sale price and
purchase price will be based on the NAV next calculated after the Funds receive
your exchange request.

TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. The Funds have certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, and the Funds are not responsible for any losses or costs incurred
if the Funds follow telephone instructions the Funds reasonably believe to be
genuine. If you or your financial institution or financial intermediary transact
with the Funds over the telephone, you will generally bear the risk of any loss.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of
the Funds. SIDCo. receives no compensation for distributing the Funds' Class A
shares.

For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, may be up to .25%.
<PAGE>
PROSPECTUS 15

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Funds distribute their investment income periodically (at least once
annually) as a dividend to shareholders. The Funds make distributions of capital
gains, if any, at least annually.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Funds in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Funds
receive your written notice. To cancel your election, simply send the Funds
written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Funds have summarized some important tax
issues that affect the Funds and their shareholders. This summary is based on
current tax laws, which may change.

Each Fund will distribute substantially all of its investment income and capital
gains, if any. The dividends and distributions you receive may be subject to
federal, state and local taxation, depending upon your tax situation. If so,
they are taxable whether or not you reinvest them. Capital gains distributions
may be taxable at different rates depending on the length of time a Fund holds
its portfolio securities. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE
EVENT.

The Funds may be able to pass along a tax credit for foreign income taxes they
pay. The Funds will notify you if they give you this credit.

The Funds use a tax management technique known as "highest in, first out."
Therefore, the portfolio holdings that have experienced the smallest gain or
largest loss are sold first in an effort to minimize capital gains and enhance
after-tax returns.

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.
<PAGE>
16 PROSPECTUS

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Class A Shares of
each Fund. This information is intended to help you understand each Fund's
financial performance for the past five years, or, if shorter, the period of the
Fund's operations. Some of this information reflects financial information for a
single Fund share. The total returns in the tables represent the rate that you
would have earned (or lost) on an investment in a Fund, assuming you reinvested
all of your dividends and distributions.

This information has been audited by PricewaterhouseCoopers LLP, independent
public accountants. Their report, along with each Fund's financial statements,
appears in the annual report that accompanies the Funds' SAI. You can obtain the
Funds' annual report, which contains more performance information, at no charge
by calling 1-800-DIAL-SEI.

INTERNATIONAL EQUITY FUND-- CLASS A SHARES

<TABLE>
<CAPTION>
FOR THE
SEVEN MONTH
PERIOD ENDED
SEPTEMBER 30: FOR THE YEARS ENDED FEBRUARY 28:
-------------- -----------------------------------------------------------------
1998(2) 1998(2) 1997 1996 1995 1994
-------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period............................ $ 10.15 $ 9.67 $ 10.00 $ 9.59 $ 11.00 $ 8.93
-------------- --------- --------- --------- --------- ---------

Net Investment Income/(Loss)........ 0.07 0.17 0.09 0.14 0.15 0.13
Net Realized and Unrealized
Gains/(Losses).................... (1.06) 0.77 0.47 1.45 (0.97) 2.05

Distributions from Net Investment
Income(3)......................... -- (0.18) (0.07) (0.19) -- (0.11)
Distributions from Realized Capital
Gains............................. -- (0.28) (0.82) (0.99) (0.59) --
Return of Capital................... -- -- -- -- -- --
-------------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period...... $ 9.16 $ 10.15 $ 9.67 $ 10.00 $ 9.59 $ 11.00
-------------- --------- --------- --------- --------- ---------
TOTAL RETURN........................ (9.75)%* 10.21% 5.70% 17.30% (7.67)% 24.44%
-------------- --------- --------- --------- --------- ---------
Net Assets, End of Period (000)..... $966,707 $ 851,542 $ 524,062 $ 347,646 $ 328,503 $ 503,498
-------------- --------- --------- --------- --------- ---------
-------------- --------- --------- --------- --------- ---------

Ratio of Expenses to Average Net
Assets............................ 1.24%(1) 1.21% 1.28% 1.25% 1.19% 1.10%
Ratio of Net Investment
Income/(Loss) to Average Net
Assets............................ 1.60%(1) 1.31% 1.11% 1.29% 1.30% 1.46%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 1.31%(1) 1.30% 1.42% 1.29% 1.21% 1.24%
Ratio of Net Investment
Income/(Loss) to Average Net
Assets Excluding Fee Waivers...... 1.53%(1) 1.22% 0.97% 1.25% 1.28% 1.32%
Portfolio Turnover Rate............. 66% 75% 117% 102% 64% 19%
</TABLE>

- -------------

* Returns are for the period indicated and have not been annualized.
(1) Annualized.
(2) Per share net investment income and net realized and unrealized
gains/(losses) calculated using average shares. Amounts designated as "--"
are either $0 or have been rounded to $0.
(3) Distributions from net investment income include distributions of certain
foreign currency gains and losses.

<PAGE>
PROSPECTUS 17

FINANCIAL HIGHLIGHTS

EMERGING MARKETS EQUITY FUND-- CLASS A SHARES

<TABLE>
<CAPTION>
FOR THE
SEVEN MONTH
PERIOD ENDED
SEPTEMBER 30: FOR THE YEARS ENDED FEBRUARY 28:
-------------- ---------------------------------------------------
1998 1998 1997 1996 1995(2)
-------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.55 $ 12.87 $ 10.93 $ 10.27 $ 10.00
-------------- --------- --------- --------- ---------

Net Investment Income/(Loss)........ 0.07 (0.03) 0.01 (0.02) 0.01
Net Realized and Unrealized
Gains/(Losses).................... (4.45) (2.25) 1.96 0.72 0.26

Distributions from Net Investment
Income(3)......................... -- (0.03) (0.02) -- --
Distributions from Realized Capital
Gains............................. -- (0.01) (0.01) (0.04) --
Returns of Capital.................. -- -- -- -- --
-------------- --------- --------- --------- ---------
Net Asset Value, End of Period...... $ 6.17 $ 10.55 $ 12.87 $ 10.93 $ 10.27
-------------- --------- --------- --------- ---------
TOTAL RETURN........................ (41.52)%* (17.72)% 18.02% 6.83% 2.70%*
-------------- --------- --------- --------- ---------
Net Assets, End of Period (000)..... $498,470 $ 509,748 $ 221,474 $ 67,181 $ 5,300
-------------- --------- --------- --------- ---------
-------------- --------- --------- --------- ---------

Ratio of Expenses to Average Net
Assets............................ 1.95%(1) 1.95% 1.95% 1.95% 1.95%
Ratio of Net Investment
Income/(Loss) to Average Net
Assets............................ 1.51%(1) (0.12)% (0.04)% (0.23)% 1.79%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 2.24%(1) 2.36% 2.55% 2.72% 4.98%
Ratio of Net Investment
Income/(Loss) to Average Net
Assets Excluding Fee Waivers...... 1.22%(1) (0.53)% (0.64)% (1.00)% (1.24)%
Portfolio Turnover Rate............. 46% 76% 100% 104% --
</TABLE>

- -------------

* Returns are for the period indicated and have not been annualized.
(1) Annualized.
(2) Emerging Markets Equity Class A shares were offered beginning January 17,
1995. All ratios for that period have been annualized.
(3) Distributions from net investment income include distributions of certain
foreign currency gains and losses. Amounts designated as "--" are either $0
or have been rounded to $0.

<PAGE>
18 PROSPECTUS

FINANCIAL HIGHLIGHTS

INTERNATIONAL FIXED INCOME FUND-- CLASS A SHARES

<TABLE>
<CAPTION>
FOR THE
SEVEN MONTH
PERIOD ENDED
SEPTEMBER 30: FOR THE YEARS ENDED FEBRUARY 28:
-------------- ---------------------------------------------------
1998 1998 1997 1996 1995
-------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period............................ $ 10.68 $ 10.53 $ 10.77 $ 10.42 $ 10.23
-------------- --------- --------- --------- ---------

Net Investment Income/(Loss)........ 0.40 0.23 0.71 0.58 0.43
Net Realized and Unrealized
Gains/(Losses).................... 0.81 0.11 (0.49) 0.89 0.40

Distributions from Net Investment
Income(3)......................... -- (0.10) (0.38) (1.02) (0.62)
Distributions from Realized Capital
Gains............................. -- (0.09) (0.08) (0.10) (0.02)
Return of Capital................... -- -- -- -- --
-------------- --------- --------- --------- ---------
Net Asset Value, End of Period...... $ 11.89 $ 10.68 $ 10.53 $ 10.77 $ 10.42
-------------- --------- --------- --------- ---------
TOTAL RETURN........................ 11.33%* 3.23% 1.85% 13.96% 8.43%
-------------- --------- --------- --------- ---------
Net Assets, End of Period (000)..... $533,800 $ 408,974 $ 204,219 $ 84,318 $ 42,580
-------------- --------- --------- --------- ---------
-------------- --------- --------- --------- ---------

Ratio of Expenses to Average Net
Assets............................ 1.00%(1) 1.00% 1.00% 1.00% 1.00%
Ratio of Net Investment
Income/(Loss) to Average Net
Assets............................ 3.61%(1) 3.92% 3.99% 4.70% 4.68%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 1.21%(1) 1.24% 1.39% 1.27% 1.30%
Ratio of Net Investment
Income/(Loss) to Average Net
Assets Excluding Fee Waivers...... 3.40%(1) 3.68% 3.60% 4.43% 4.38%
Portfolio Turnover Rate............. 112% 280% 352% 269% 303%
</TABLE>

- -------------

* Returns are for the period indicated and have not been annualized.
(1) Annualized.
(2) International Fixed Income Class A shares were offered beginning September
1, 1993. All ratios for that period have been annualized.
(3) Distributions from net investment income include distributions of certain
foreign currency gains and losses. Amounts designated as "--" are either $0
or have been rounded to $0.

<PAGE>
PROSPECTUS 19

FINANCIAL HIGHLIGHTS

EMERGING MARKETS DEBT FUND-- CLASS A SHARES

<TABLE>
<CAPTION>
FOR THE
SEVEN MONTH FOR THE
PERIOD ENDED YEAR ENDED
SEPTEMBER 30: FEBRUARY 28:
1998 1998(2)
-------------- -------------
<S> <C> <C>
Net Asset Value Beginning of Period..... $ 10.31 $ 10.00
-------------- -------------

Net Investment Income/(Loss)............ (0.11) 0.56
Net Realized and Unrealized
Gains/(Losses)........................ (3.37) --

Distributions from Net Investment
Income(3)............................. -- (0.25)
Distributions from Realized Capital
Gains................................. -- --
Return of Capital....................... -- --
-------------- -------------
Net Asset Value, End of Period.......... $ 6.83 $ 10.31
-------------- -------------
TOTAL RETURN............................ (33.75)%* 5.64%*
-------------- -------------
Net Assets, End of Period (000)......... $162,938 $154,284
-------------- -------------
-------------- -------------

Ratio of Expenses to Average Net
Assets................................ 1.35%(1) 1.35%
Ratio of Net Investment Income/(Loss) to
Average Net Assets.................... 10.28%(1) 8.05%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)................... 1.84%(1) 1.94%
Ratio of Net Investment Income/(Loss) to
Average Net Assets Excluding Fee
Waivers............................... 9.79%(1) 7.46%
Portfolio Turnover Rate................. 186% 269%
</TABLE>

- -------------

* Returns are for the period indicated and have not been annualized.
(1) Annualized.
(2) Emerging Markets Debt Class A shares were offered beginning June 29, 1997.
All ratios for that period have been annualized.
(3) Distributions from net investment income include distributions of certain
foreign currency gains and losses. Amounts designated as "--" are either $0
or have been rounded to $0.
<PAGE>
SEI Institutional
International Trust

INVESTMENT ADVISERS

SEI INVESTMENTS MANAGEMENT CORPORATION

STRATEGIC FIXED INCOME, L.L.C.

DISTRIBUTOR

SEI INVESTMENTS DISTRIBUTION CO.

LEGAL COUNSEL

MORGAN, LEWIS & BOCKIUS LLP

More information about the Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)
- ------------------------------------------------

Our SAI dated January 31, 1999, includes more detailed information about SEI
Institutional International Trust. The SAI is on file with the SEC and is
incorporated by reference into this prospectus. This means that the SAI, for
legal purposes, is a part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS
- ------------------------------------------------

These reports list the Funds' holdings and contain information from the Funds'
managers about fund strategies and recent market conditions and trends. The
reports also contain detailed financial information about the Funds.

TO OBTAIN MORE INFORMATION:
- ------------------------------------------------
BY TELEPHONE: Call 1-800-DIAL-SEI

BY MAIL: Write to us at:
One Freedom Valley Drive
Oaks, PA 19456

BY INTERNET: http://www.seic.com

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports,
as well as other information about the SEI Institutional International Trust,
from the SEC's website ("http://www.sec.gov"). You may review and copy documents
at the SEC Public Reference Room in Washington, DC (for information call
1-800-SEC-0330). You may request documents by mail from the SEC, upon payment of
a duplicating fee, by writing to: Securities and Exchange Commission, Public
Reference Section, Washington, DC 20549-6009.

The Funds' Investment Company Act registration number is 811-5601.
<PAGE>
SEI Institutional
International Trust
HOW TO READ THIS PROSPECTUS
- ------------------------------------------------------------------------

SEI Institutional International Trust is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Funds
have individual investment goals and strategies and are designed primarily for
institutional investors. This prospectus gives you important information about
the Class A Shares of the Funds that you should know before investing. Please
read this prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT THE FUNDS. FOR MORE DETAILED INFORMATION ABOUT
THE FUNDS, PLEASE SEE:

- --------------------------------------------------------------------------------
THE FUNDS AND GLOBAL ASSET ALLOCATION

INTRODUCTION -- INFORMATION COMMON TO ALL FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds.

- --------------------------------------------------------------------------------
YEAR 2000 RISKS

INTERNATIONAL EQUITY FUND

FUND SUMMARY

INVESTMENT STRATEGY

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is also subject to the risk that its market segment, developed
international equity securities, may underperform other equity market segments
or the equity markets as a whole.

INTERNATIONAL EQUITY FUND

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for nine years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
19.35% -16.33%
(12/31/98) (09/30/90)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for Class A Shares
for the periods ending December 31, 1998, to those of the Morgan Stanley MSCI
EAFE Index.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 0.51%
Distribution (12b-1) Fees None
Other Expenses 0.80%
-------
Total Annual Fund Operating Expenses 1.31%*
</TABLE>

<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND -- CLASS A SHARES 1.28%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Equity Fund
Class A $133 $415 $718 $1,579
</TABLE>

<PAGE>
4 PROSPECTUS

EMERGING MARKETS EQUITY FUND

FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation
- ------------------------------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Very high
- ------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the
Fund invests in equity securities of emerging
markets companies.
- ------------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGY

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international economic and political events, as well as changes in
currency valuations relative to the U.S. dollar. These factors contribute to
price volatility which is the principal risk of investing in the Fund.

The Fund is also subject to the risk that its market segment, emerging markets
equity securities, may underperform other equity market segments or the equity
markets as a whole.

EMERGING MARKETS EQUITY FUND

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for three years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
14.26% -27.41%
(12/31/98) (09/30/98)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998, to those of the IFC Investible Composite Index and the
MSCI Emerging Markets Free Index.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 1.05%
Distribution (12b-1) Fees None
Other Expenses 1.19%
----------
Total Annual Fund Operating Expenses 2.24%*
</TABLE>

<TABLE>
<S> <C>
EMERGING MARKETS EQUITY FUND-- CLASS A SHARES 1.95%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets Equity Fund
Class A $227 $700 $1,200 $2,575
</TABLE>

<PAGE>
6 PROSPECTUS

INTERNATIONAL FIXED INCOME FUND

FUND SUMMARY

INVESTMENT STRATEGY

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

INTERNATIONAL FIXED INCOME FUND

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year for five years.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
14.67% -5.88%
(03/31/95) (03/31/97)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998, to those of the Salomon WGBI Non-U.S. Index.

** THE INCEPTION DATE FOR THE INDEX IS SEPTEMBER 30, 1993.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 0.30%
Distribution (12b-1) Fees None
Other Expenses 0.91%
-------
Total Annual Fund Operating Expenses 1.21%*
</TABLE>

<TABLE>
<S> <C>
INTERNATIONAL FIXED INCOME FUND-- CLASS A SHARES 1.00%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Fixed Income
Fund Class A $123 $384 $665 $1,466
</TABLE>

<PAGE>
8 PROSPECTUS

EMERGING MARKETS DEBT FUND

FUND SUMMARY

INVESTMENT STRATEGY

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs (and thus lower performance) and
additional capital gains tax liabilities.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is also subject to the risk that its market segment, emerging markets
debt securities, may underperform other fixed income market segments or the
fixed income markets as a whole.

EMERGING MARKETS DEBT FUND

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Class A Shares for one year.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
16.20% -29.08%
(12/31/98) (09/30/98)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998, to those of the J.P. Morgan EMBI Plus Index.

* AN INDEX MEASURES THE MARKET PRICE OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OF SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY
COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE
LOWER. THE J.P. MORGAN EMBI PLUS IS A WIDELY-RECOGNIZED, MARKET VALUE-WEIGHTED
(HIGHER MARKET VALUE SECURITIES HAVE MORE INFLUENCE THAN LOWER MARKET VALUE
SECURITIES) INDEX OF BONDS ISSUED BY EMERGING MARKETS COUNTRIES. THE INDEX
CURRENTLY INCLUDES EUROBONDS, AND BRADY BONDS ISSUED BY ARGENTINA, BRAZIL,
BULGARIA, MEXICO, NIGERIA, THE PHILLIPPINES, POLAND AND VENEZUELA.
** THE INCEPTION DATE FOR THE INDEX IS JUNE 30, 1997.

- --------------------------------------------------------------------------------
FUND FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
CLASS A
<S> <C>
Investment Advisory Fees 0.85%
Distribution (12b-1) Fees None
Other Expenses 1.00%
----------
Total Annual Fund Operating Expenses 1.85%*
</TABLE>

<TABLE>
<S> <C>
EMERGING MARKETS DEBT FUND-- CLASS A SHARES 1.35%
</TABLE>

FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND
SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets Debt Fund
Class A $188 $582 $1,001 $2,169
</TABLE>

<PAGE>
10 PROSPECTUS

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

The investments and strategies described in this prospectus are those that the
Sub-Advisers use under normal conditions. During unusual economic or market
conditions or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, money market instruments, repurchase
agreements and short-term obligations that would not ordinarily be consistent
with the Funds' objectives. A Fund will do so only if the Advisers or
Sub-Advisers believe that the risk of loss outweighs the opportunity for capital
gains or higher income.

INVESTMENT ADVISERS AND SUB-ADVISERS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND......................... .44%
EMERGING MARKETS EQUITY FUND...................... .76%
EMERGING MARKETS DEBT FUND........................ .57%
</TABLE>

<TABLE>
<S> <C>
INTERNATIONAL FIXED INCOME FUND................... .25%
</TABLE>

SUB-ADVISERS AND PORTFOLIO MANAGERS

INTERNATIONAL EQUITY FUND:

ACADIAN ASSET MANAGEMENT, INC.: A committee of investment professionals at
Acadian Asset Management, Inc. manages a portion of the assets of to the
International Equity Fund.
<PAGE>
PROSPECTUS 11

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

CAPITAL GUARDIAN TRUST COMPANY: A committee of investment professionals at
Capital Guardian Trust Company manages a portion of the assets of the
International Equity Fund.

EMERGING MARKETS EQUITY FUND:

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

INTERNATIONAL FIXED INCOME FUND:

EMERGING MARKETS DEBT FUND:

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to buy, sell (sometimes called "redeem") or exchange
shares of the Funds.

PURCHASING FUND SHARES

HOW TO PURCHASE FUND SHARES
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).

Certain investors who deal directly with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Funds. If you purchase, sell or exchange Fund shares
through a financial institution (rather than directly from the Funds), you may
have to transmit your purchase, sale and exchange requests to your financial
institution at an earlier time for your transaction to become effective that
day. This allows the financial institution time to process your request and
transmit it to the Funds. For more information about how to purchase, sell or
exchange Fund shares through your financial institution, you should contact your
financial institution directly. Your financial institution may charge you fees
for its services.

MINIMUM PURCHASES
To purchase Class A Shares for the first time, you must invest at least $100,000
in any Fund. The Funds may accept investments of smaller amounts at their
discretion.

SELLING FUND SHARES

PURCHASING, SELLING AND EXCHANGING FUND SHARES

EXCHANGING FUND SHARES

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of
the Funds. SIDCo. receives no compensation for distributing the Funds' Class A
shares.

For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, may be up to .25%.
<PAGE>
PROSPECTUS 15

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Funds distribute their investment income periodically (at least once
annually) as a dividend to shareholders. The Funds make distributions of capital
gains, if any, at least annually.

TAXES

The Funds may be able to pass along a tax credit for foreign income taxes they
pay. The Funds will notify you if they give you this credit.

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.
<PAGE>
16 PROSPECTUS

FINANCIAL HIGHLIGHTS

INTERNATIONAL EQUITY FUND-- CLASS A SHARES

Net Investment Income/(Loss)........ 0.07 0.17 0.09 0.14 0.15 0.13
Net Realized and Unrealized
Gains/(Losses).................... (1.06) 0.77 0.47 1.45 (0.97) 2.05

- -------------

<PAGE>
PROSPECTUS 17

FINANCIAL HIGHLIGHTS

EMERGING MARKETS EQUITY FUND-- CLASS A SHARES

Net Investment Income/(Loss)........ 0.07 (0.03) 0.01 (0.02) 0.01
Net Realized and Unrealized
Gains/(Losses).................... (4.45) (2.25) 1.96 0.72 0.26

- -------------

<PAGE>
18 PROSPECTUS

FINANCIAL HIGHLIGHTS

INTERNATIONAL FIXED INCOME FUND-- CLASS A SHARES

<TABLE>
<CAPTION>
FOR THE
SEVEN MONTH
PERIOD ENDED
SEPTEMBER 30: FOR THE YEARS ENDED FEBRUARY 28:
-------------- ---------------------------------------------------
1998 1998 1997 1996 1995
-------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period............................ $ 10.68 $ 10.53 $ 10.77 $ 10.42 $ 10.23
-------------- --------- --------- --------- ---------

Net Investment Income/(Loss)........ 0.40 0.23 0.71 0.58 0.43
Net Realized and Unrealized
Gains/(Losses).................... 0.81 0.11 (0.49) 0.89 0.40

- -------------

<PAGE>
PROSPECTUS 19

FINANCIAL HIGHLIGHTS

EMERGING MARKETS DEBT FUND-- CLASS A SHARES

Net Investment Income/(Loss)............ (0.11) 0.56
Net Realized and Unrealized
Gains/(Losses)........................ (3.37) --

- -------------

This Fund is offered in conjunction with The Achievement Funds to afford a
convenient range of investment choices to investors.

The Statement of Additional Information includes additional information about
the Fund.

Additional information about the Funds investments is available in
the Fund's annual and semi-annual reports to shareholders. In the Fund's
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance
during the last fiscal year.

The Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated into the prospectus by reference.
This means that the SAI, for legal purposes, is part of this prospectus.

Reports and other information about the Fund are also available on the
Commission's Internet site at http://www.sec.gov.

The Fund's Investment Company Act registration number is 811-5601.

Distributed by
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
800-472-0577

ACH-F-006-06

[LOGO]

THE ACHIEVEMENT FUNDS
SEI INSTITUTIONAL INTERNATIONAL TRUST

INSTITUTIONAL PROSPECTUS

INTERNATIONAL EQUITY FUND

JANUARY 31, 1999

Manager:

SEI Investments Fund Management

Distributor:

SEI Investments Distribution Co.

Investment Advisers and Sub-Advisers:

Acadian Asset Management, Inc.
Capital Guardian Trust Company
Coronation Asset Management
(Proprietary) Limited
Credit Suisse Asset Management Limited
Morgan Stanley Asset Management Inc.
Nicholas-Applegate Capital Management
Parametric Portfolio Associates
Salomon Brothers Asset Management Inc
Scottish Widows Investment Management
Limited
SEI Investments Management Corporation
SG Pacific Asset Management, Inc.
SG Yamaichi Asset Management Co., Ltd.
SGY Asset Management (Singapore) Limited
Strategic Fixed Income, L.L.C.

This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of SEI
Institutional International Trust (the "Trust"), and should be read in
conjunction with the Trust's Prospectuses dated January 31, 1999. Prospectuses
may be obtained without charge by writing the Trust's distributor, SEI
Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling
1-800-342-5734.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust............................................................................. S-2
Investment Objectives and Policies.................................................... S-2
Description of Permitted Investments and Risk Factors................................. S-6
Description of Ratings................................................................ S-23
Investment Limitations................................................................ S-24
Non-Fundamental Policies.............................................................. S-26
The Manager........................................................................... S-26
The Advisers and Sub-Advisers......................................................... S-27
Distribution and Shareholder Servicing................................................ S-31
Trustees and Officers of the Trust.................................................... S-32
Performance........................................................................... S-35
Purchase and Redemption of Shares..................................................... S-36
Shareholder Services (Class D shares)................................................. S-38
Taxes................................................................................. S-39
Portfolio Transactions................................................................ S-41
Description of Shares................................................................. S-43
Limitation of Trustees' Liability..................................................... S-44
Voting................................................................................ S-44
Shareholder Liability................................................................. S-44
Control Persons and Principal Holders of Securities................................... S-45
Experts............................................................................... S-45
Custodian............................................................................. S-45
Legal Counsel......................................................................... S-46
Financial Statements.................................................................. S-46

January 31, 1999
</TABLE>
<PAGE>
THE TRUST

SEI Institutional International Trust (formerly, "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 Fund'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 Funds (each a "Fund" and, together, the
"Funds"), and any different classes of the Funds.

INVESTMENT OBJECTIVES AND POLICIES

INTERNATIONAL EQUITY FUND--The International Equity Fund 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 Fund'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 Fund will typically be
listed on recognized foreign exchanges, but also may be purchased in
over-the-counter markets, on U.S. registered exchanges, 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 Fund expects its investments to emphasize both large,
intermediate and small capitalization companies.

The Fund expects to be fully invested in the 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 and non-U.S.
indices; futures contracts, including stock index futures contracts; and options
on futures contracts. The Fund is 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 Fund 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 Fund may invest up to 100% of its assets in U.S.
dollar-denominated fixed income securities or debt obligations and the following
domestic and foreign money market instruments: government obligations,
certificates of deposit, bankers' acceptances, time deposits, commercial paper,
short-term corporate debt issues and repurchase agreements, and may hold a
portion of their assets in cash. In addition, the Fund may invest in the
foregoing instruments and hold cash for liquidity purposes.

For temporary defensive purposes when the advisers determine that market
conditions warrant, the Fund may invest up to 50% of its assets in U.S. and
non-U.S. money market instruments and in other U.S. and non-U.S. long- and
short-term debt instruments which are rated BBB or higher by Standard & Poor's
Corporation (S&P) or Baa or higher by Moody's Investor Services, Inc. (Moody's)
at the time of purchase, or which are determined by the advisers to be of
comparable quality; maintain a portion of such assets in cash; and invest such
assets in obligations 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.

EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to
provide capital appreciation by investing primarily in a diversified portfolio
of equity securities of emerging market issuers.

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Under normal circumstances, at least 65% of the Emerging Markets Equity
Fund's assets will be invested in equity securities of emerging market issuers.
Under normal conditions, the Fund 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. The Fund 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 Fund's advisers consider emerging
market issuers to include 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.

The Fund expects to be fully invested in the primary investments described
above, but 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 governmental and
private issuers in emerging market countries. 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 Fund 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 Fund may invest up to 15% of its total assets in illiquid securities.
The Fund'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 Fund's capital appreciation potential. Investments in special situations may
be liquid, as determined by the Fund's advisers based on criteria approved by
the Board of Trustees. To the extent these investments are deemed illiquid, the
Fund's investment in them will be subject to its 15% restriction on investment
in illiquid securities.

The Fund may invest up to 10% of its total assets in shares of other
investment companies. The Fund may invest in futures contracts and purchase
securities on a when-issued or delayed delivery basis. The Fund 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 Fund may invest up to 20% of its total assets in the
equity securities of companies included in 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 Fund generally invests.

INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks
to provide capital appreciation and current income through investment primarily
in investment grade, non-U.S. dollar denominated government, corporate,
mortgage-backed and asset-backed fixed income securities.

Under normal circumstances, at least 65% of the International Fixed Income
Fund's assets will be invested in investment grade foreign government and
foreign corporate, mortgage, and/or asset-backed fixed income securities of
issuers located in at least three countries other than the United States.

The International Fixed Income Fund will invest primarily in: (i) fixed
income securities issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political

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subdivisions; (ii) fixed income securities issued or guaranteed by supranational
entities; (iii) fixed income securities issued by foreign or multinational
corporations; (iv) convertible securities issued by foreign or multinational
corporations; (v) fixed income securities issued by foreign banks or bank
holding companies; (vi) asset-backed securities; and (vii) mortgage-backed
securities. All such investments will be in investment grade securities
denominated in various currencies, including the euro. 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.

The Fund expects to be fully invested in the primary investments described
above, but may invest in 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 Fund may also
purchase and write options to buy or sell futures contracts, purchase securities
on a when-issued or delayed delivery basis and engage in short selling. The Fund
may invest up to 10% of its total assets in illiquid securities. Furthermore,
although the Fund will concentrate its investments in relatively developed
countries, the Fund may invest up to 20% of its assets in fixed income
securities of issuers in, or denominated in the currencies of, developing
countries and that are investment-grade securities or 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 Fund is
expected to exceed 200% per year. Higher portfolio turnover rates can result in
corresponding increases in portfolio transaction costs and taxes. The Fund 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 FUND--The investment objective of the Emerging Markets
Debt Fund is to maximize total return.

Under normal circumstances, at least 80% of the Emerging Markets Debt Fund'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 the outstanding debt of such issuers. The Fund
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 Fund'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;
that are organized under the laws of and have a principal office in an emerging
market country; or that are government issuers located in an emerging market
country.

Emerging market country fixed income securities in which the Emerging
Markets Debt Fund 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
Fund may invest in Brady Bonds, which are debt securities issued by debtor
nations to restructure their outstanding external indebtedness, and which
comprise a significant portion of the emerging debt market.

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The Fund's investments in high yield 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 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 (collectively, "High Yield Foreign
Sovereign Debt Securities"). Even though many of these securities are issued by
governmental issuers, they may still be considered junk bonds on account of the
governmental issuer's poor credit rating. The Fund may also purchase investment
grade obligations of the foregoing governmental issuers.

The Fund's investments in debt securities of corporate issuers in emerging
market countries may include high yield or investment grade debt securities or
other obligations issued by: (i) banks located in emerging market countries or
by branches of emerging market country banks located in other emerging market
countries; or (ii) companies organized under the laws of an emerging market
country.

The Fund expects to be fully invested in the primary investments described
above, but may invest up to 10% of its total assets in common stock, convertible
securities, warrants or other equity securities when consistent with the Fund's
objective. The Fund 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 Fund may also enter into repurchase agreements and
reverse repurchase agreements, may purchase when-issued and delayed-delivery
securities, lend portfolio securities and invest in shares of other investment
companies. The Fund may purchase restricted securities and may invest up to 15%
of the value of its total assets in illiquid securities. The Fund may invest in
options and futures for hedging purposes, and may enter into swaps or related
transactions. The Fund may invest in receipts, zero coupon securities,
pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities.

The securities in which the Fund 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. Generally, the Fund'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, commonly known as "junk
bonds," involve significantly greater risks, including price volatility and the
risk of default of payment of interest and principal, than higher rated
securities.

There is no limit on the percentage of the Fund's assets that may be
invested in non-U.S. dollar denominated securities. However, it is expected that
the majority of the Fund's assets will be denominated in U.S. dollars.

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DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

AMERICAN DEPOSITORY 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. 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--Asset-backed securities are securities secured by
non-mortgage assets such as company receivables, truck and auto loans, leases
and credit card receivables. Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing such debt.
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 Funds 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--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 a debt restructuring.
Brady Bonds have only been issued since 1989, and, accordingly, do not have a
long payment history. In addition, they are issued by governments that may have
previously defaulted on the loans being restructured by the Brady Bonds, so are
subject to the risk of default by the issuer. 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 face amount of the
collateral will equal the principal payments which would have then been due on
the Brady Bonds in the normal course.

Based upon current market conditions, a Fund would not intend to purchase
Brady Bonds which, at the time of investment, are in default as to payment.
However, in light of the residual risk of 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 Fund 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 Fund may invest will not be
subject to similar restructuring arrangements or to requests for new credit
which may adversely affect a Fund'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 Funds may purchase includes
variable amount master demand notes, which may or may not be backed by bank
letters of credit. These notes permit the

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investment of fluctuating amounts at varying market rates of interest pursuant
to direct arrangements between a Fund, 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 are securities that are
exchangeable for a set number of another security at a prestated price.
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 Fund's selection of convertible securities is
based, to a great extent, on the potential for capital appreciation that may
exist in the underlying stock.

DOLLAR ROLLS--"Dollar rolls" are transactions in which the Fund sells
securities for delivery in the current month and 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 Fund being paid a fee as consideration for entering into the
commitment to purchase.

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. Investments in equity securities
in general are subject to market risks that may cause their prices to fluctuate
over time. The value of convertible equity securities is also affected by
prevailing interest rates, the credit quality of the issuer and any call
provisions. Fluctuations in the value of equity securities in which a Fund
invests will cause the net asset value of the Fund to fluctuate.

Investments in small or middle capitalization companies involve greater risk
than is customarily associated with larger, more established companies due to
the greater business risks of small size, limited markets and financial
resources, narrow product lines and the frequent lack of depth of management.
The securities of small or medium-sized companies are often traded
over-the-counter, and may not be traded in volumes typical of securities traded
on a national securities exchange. Consequently, the securities of smaller
companies may have limited market stability and may be subject to more severe,
abrupt or erratic market movements than securities of larger, more established
companies or the market averages in general.

THE EURO--On January 1, 1999, the European Monetary Union (EMU) implemented
a new currency unit, the euro, which is expected to reshape financial markets,
banking systems and monetary policies in Europe and other parts of the world.
The countries initially expected to convert or tie their currencies to the euro
include Austria, Belgium, France, Germany, Luxembourg, the Netherlands, Ireland,
Finland, Italy, Portugal and Spain. Implementation of this plan means that
financial transactions and market information, including share quotations and
company accounts, in participating countries will be denominated in euros.
Approximately 46% of the stock exchange capitalization of the total European
market may be reflected in euros, and participating governments will issue their
bonds in euros. Monetary policy for participating countries will be uniformly
managed by a new central bank, the European Central Bank (ECB).

Although it is not possible to predict the eventual impact of the euro
implementation plan on the Portfolios, the transition to the euro may change the
economic environment and behavior of investors, particularly in European
markets. For example, investors may begin to view those countries participating
in the EMU as a single entity, and the Adviser may need to adapt its investment
strategy accordingly. The process of implementing the euro also may adversely
affect financial markets world-wide and may result in changes in the relative
strength and value of the U.S. dollar or other major currencies, as well as
possible adverse tax consequences. The transition to the euro is likely to have
a significant impact on fiscal and

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monetary policy in the participating countries and may produce unpredictable
effects on trade and commerce generally. These resulting uncertainties could
create increased volatility in financial markets world-wide.

EUROBONDS--A Eurobond is a bond denominated in U.S. dollars or another
currency 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.

FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt
obligations issued by governments, corporations, municipalities and other
borrowers, but may also include structured securities that provide for
participation interests in debt obligations. 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 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 Fund's net asset value.

There are no restrictions on the average maturity of the International Fixed
Income or the Emerging Markets Debt Funds or on the maturity of any single
instrument held by any Fund. 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 Fund 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. Fixed income
securities rated below investment grade are often referred to as "junk bonds."
Such securities involve greater risk of default or price declines than
investment grade securities.

FORWARD FOREIGN CURRENCY CONTRACTS--The Funds may enter into forward foreign
currency contracts to manage foreign currency exposure and as a hedge against
possible variations in foreign exchange rates. The Funds 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
Funds, to some degree, against possible losses resulting from an adverse change
in the relationship between foreign currencies and the U.S. dollar. The Funds
also may invest in foreign currency futures and in options on currencies.
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.
A Fund may 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 Fund's securities denominated in such foreign
currency. Forward currency contracts do not eliminate fluctuations in the values
of portfolio securities but rather allow a Fund to establish a rate of exchange
for a future point in time. At the maturity of a forward contract, the Fund may
either sell a Fund 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 Fund may realize a gain or loss from currency
transactions.

When entering into a contract for the purchase or sale of a security in a
foreign currency, a Fund 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.

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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 Fund may enter into a forward contract to
sell, for a fixed amount, the amount of foreign currency approximating the value
of its securities denominated in such foreign currency. With respect to any such
forward foreign currency contract, it will not generally be possible to match
precisely the amount covered by that contract and the value of the securities
involved due to changes in the values of such securities resulting from market
movements between the date the forward contract is entered into and the date it
matures. In addition, while forward currency contracts may offer protection from
losses resulting from declines in value of a particular foreign currency, they
also limit potential gains which might result from increases in the value of
such currency. A Fund will also incur costs in connection with forward foreign
currency contracts and conversions of foreign currencies into United States
dollars. A Fund will place assets in a segregated account to assure that its
obligations under forward foreign currency contracts are covered.

FUTURES AND OPTIONS OF FUTURES--Futures contracts provide for the future
sale by one party and purchase by another party of a specified amount of a
specific security or currency 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 Fund may use futures
contracts and related options for bona fide hedging purposes, to offset changes
in the value of securities or currencies 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 Fund 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.

An 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 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 securities 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 Fund invests in
futures contracts, it will cover its position by depositing an amount of cash or
liquid securities equal to the market value of the futures positions held, less
margin deposits, in a segregated account and that amount will be marked to
market on a daily basis.

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 Fund 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 options on futures.

A Fund 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 Fund's net assets.

HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES--Investing in fixed and
floating rate high yield foreign sovereign debt securities will expose the
Emerging Markets Debt Fund to the direct or indirect consequences of political,
social or economic changes in the countries that issue the securities. 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.

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Countries such as those in which the Fund may invest have historically
experienced, and may continue to experience, high rates of inflation, high
interest rates, exchange rate or 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. A country whose 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 Fund'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 of over seven days in length. The Funds may invest in securities that
are neither listed on a stock exchange nor traded over-the-counter, including
privately placed securities. Investing in such unlisted emerging country equity
securities, including investments in new and early stage companies, may involve
a high degree of business and financial risk that can result in substantial
losses. As a result of the absence of a public trading market for these
securities, they may be less liquid than publicly traded securities. Although
these securities may be resold in privately negotiated transactions, the prices
realized from these sales could be less than those originally paid by the Fund,
or less than what may be considered the fair value of such securities. Further,
companies whose securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements which might be applicable
if their securities were publicly traded. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
resold, the Fund may be required to bear the expenses of registration.

In addition, the Emerging Markets Equity Fund believes that carefully
selected investments in joint ventures, cooperatives, partnerships, private
placements, unlisted securities and other similar situations (collectively,
"special situations") could enhance the Fund's capital appreciation potential.
To the extent these investments are deemed illiquid, the Emerging Markets Equity
Fund'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 Fund'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 Fund 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 (which
includes any investment advisory fees charged by the investment companies)
relative to the benefits and costs associated with direct investments in the
underlying securities.

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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 Fund also may
incur tax liability to the extent it invests in the stock of a foreign issuer
that constitutes a "passive foreign investment company."

As a shareholder in an investment company, a Fund would bear its ratable
share of that investment company's expenses, including its advisory and
administration fees. The Fund 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 Funds 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 rated below the fourth highest rating
category by a nationally recognized statistical rating organization ("NRSRO").
Such obligations are speculative and may be in default. There may be no bottom
limit on the ratings of high-yield securities that may be purchased or held by a
Fund. Lower rated or unrated (I.E., high yield) securities are more likely to
react to developments affecting issuers than are more highly rated securities,
which primarily react to movements in the general level of interest rates. The
market values of fixed-income securities tend to vary inversely with the level
of interest rates. Yields and market values of high yield securities will
fluctuate over time, reflecting not only changing interest rates but the
market's perception of credit quality and the outlook for economic growth. When
economic conditions appear to be deteriorating, medium to lower rated securities
may decline in value due to heightened concern over credit quality, regardless
of prevailing interest rates. Investors should carefully consider the relative
risks of investing in high yield securities and understand that such securities
are not generally meant for short-term investing.

Adverse economic developments can disrupt the market for high yield
securities, and severely affect the ability of issuers, especially highly
leveraged issuers, to service their debt obligations or to repay their
obligations upon maturity which may lead to a higher incidence of default on
such securities. In addition, the secondary market for high yield securities,
which is concentrated in relatively few market makers, may not be as liquid as
the secondary market for more highly rated securities. As a result, the Fund's
advisers could find it more difficult to sell these securities or may be able to
sell the securities only at prices lower than if such securities were widely
traded. Furthermore the Trust may experience difficulty in valuing certain
securities at certain times. Prices realized upon the sale of such lower rated
or unrated securities, under these circumstances, may be less than the prices
used in calculating the Fund's net asset value.

Lower rated or unrated debt obligations also present risks based on payment
expectations. If an issuer calls the obligations for redemption, the Fund may
have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If the Fund experiences unexpected net
redemptions, it may be forced to sell its higher rated securities, resulting in
a decline in the overall credit quality of the Fund's investment portfolio and
increasing the exposure of the Fund to the risks of high yield securities.

GROWTH OF HIGH-YIELD, HIGH-RISK BOND MARKET. The widespread expansion of
government, consumer and corporate debt within the U.S. economy has made the
corporate sector more vulnerable to economic downturns or increased interest
rates. Further, an economic downturn could severly disrupt the market for lower
rated bonds and adversely affect the value of outstanding bonds and the ability
of the issuers to repay principal and interest. The market for lower-rated
securities may be less active, causing market price volatility and limited
liquidity in the secondary market. This may limit the Fund's ability to sell
such securities at their market value. In addition, the market for these
securities may be adversely affected by legislative and regulatory developments.
Credit quality in the junk bond market can change suddenly and unexpectedly, and
even recently issued credit ratings may not fully reflect the actual risks
imposed by a particular security.

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SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. Lower rated bonds are
very sensitive to adverse economic changes and corporate developments. During an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress that would aversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing. If the issuer
of a bond defaulted on its obligations to pay interest or principal or entered
into bankruptcy proceedings, the Fund may incur losses or expenses in seeking
recovery of amounts owed to it. In addition, periods of economic uncertainty and
change can be expected to result in increased volatility of market prices of
high-yield, high-risk bonds and the Fund's net asset value.

PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or
call provisions. If an issuer exercised these provisions in a declining interest
rate market, the Fund would have to replace the security with a lower yielding
security, resulting in a decreased return for investors. Conversely, a high-
yield, high-risk bond's value will decrease in a rising interest rate market, as
will the value of the Fund's assets. If the Fund experiences significant
unexpected net redemptions, this may force it to sell high-yield, high-risk
bonds without regard to their investment merits, thereby decreasing the asset
base upon which expenses can be spread and possibly reducing the Fund's rate of
return.

TAXES. The Fund may purchase debt securities (such as zero-coupon or
pay-in-kind securities) that contain original issue discount. Original issue
discount that accrues in a taxable year is treated as earned by a Fund and
therefore is subject to the distribution requirements of the tax code even
though the Fund has not received any interest payments on such obligations
during that period. Because the original issue discount earned by the Fund in a
taxable year may not be represented by cash income, the Fund may have to dispose
of other securities and use the proceeds to make distributions to shareholders.

LOAN PARTICIPATIONS AND ASSIGNMENTS--Loan participations are interests in
loans to corporations or governments which are administered by the lending bank
or agent for a syndicate of lending banks, and sold by the lending bank,
financial institution or syndicate member ("intermediary bank"). In a loan
participation, the borrower will be deemed to be the issuer of the participation
interest, except to the extent the Fund 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 borrower. In the event of the bankruptcy or
insolvency of the 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 borrower
fails to pay principal and interest when due, the Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if
the Fund had purchased a direct obligation of such borrower. Under the terms of
a loan participation, the Fund may be regarded as a creditor of the intermediary
bank, (rather than of the underlying borrower), so that the Fund may also be
subject to the risk that the intermediary bank may become insolvent.

Loan assignments are investments in assignments of all or a portion of
certain loans from third parties. When a Fund 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
Fund may differ from, and be more limited than, those held by the assigning
lender. Loan participations and assignments may be considered liquid, as
determined by the Funds' advisers based on criteria approved by the Board of
Trustees.

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

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similar securities; and (v) repurchase agreements involving any of the foregoing
obligations entered into with highly-rated banks and broker-dealers.

MORTGAGE-BACKED SECURITIES--The Funds may invest in mortgage-backed
securities issued by the Government National Mortgage Association ("GNMA") and
certain 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. Mortgage-backed securities are instruments
that entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional fifteen- and thirty-year fixed-rate mortgages, graduated
payment mortgages, adjustable rate mortgages and balloon mortgages. During
periods of declining interest rates, prepayment of mortgages underlying
mortgage-backed securities can be expected to accelerate. Prepayment of
mortgages which underlie securities purchased at a premium often results in
capital losses, while prepayment of mortgages purchased at a discount often
results in capital gains. Because of these unpredictable prepayment
characteristics, it is often not possible to predict accurately the average life
or realized yield of a particular issue. 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 Fund
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 periods of declining interest rates the mortgages
underlying the securities are prone to prepayment. When the mortgage-backed
securities held by a Fund are prepaid, the Fund 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 Fund. 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 Fund will receive when these amounts
are reinvested.

A Fund 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 Fund will utilize the
expected average life of the security, as estimated in good faith by the Fund'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.

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities in the United States are Government National Mortgage Association
("GNMA"), Fannie Mae and the Federal Home Loan Mortgage Corporation ("FHLMC").
GNMA, Fannie Mae and FHLMC guarantee timely distributions of interest to
certificate holders. GNMA and Fannie Mae also guarantee timely distributions of
scheduled principal. FHLMC generally guarantees only the ultimate collection of
principal of the underlying mortgage loan. Fannie Mae and FHLMC obligations are
not backed by the full faith and credit of the U.S. Government as GNMA
certificates are, but Fannie Mae and FHLMC securities are supported by the
instrumentalities' right to borrow from the U.S. Treasury. Government and
private guarantees do not extend to the securities' value, which is likely to
vary inversely with fluctuations in interest rates.

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PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities
issued by a non-governmental entity, such as a trust. While they are generally
structured with one or more types of credit enhancement, private pass-through
securities typically lack a guarantee by an entity having the credit status of a
governmental agency or instrumentality.

COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS"): CMBS are generally
multi-class or pass-through securities backed by a mortgage loan or a pool of
mortgage loans secured by commercial property, such as industrial and warehouse
properties office buildings, retail space and shopping malls, multifamily
properties and cooperative apartments. The commercial mortgage loans that
underlie CMBS are generally not amortizing or not fully amortizing. That is, at
their maturity date, repayment of the remaining principal balance or "balloon"
is due and is repaid through the attainment of an additional loan of sale of the
property.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"): CMOs are debt obligations of
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans.
Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates, resulting in a loss of all or part of any premium paid. Each class of a
CMO is issued with a specific fixed or floating coupon rate and has a stated
maturity or final distribution date.

REMICS: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages principally secured by
interests in real property. Investors may purchase beneficial interests in
REMICs, which are known as "regular" interests, or "residual" interests.
Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by
Fannie Mae, GNMA or FHLMC represent beneficial ownership interests in a REMIC
trust consisting principally of mortgage loans or Fannie Mae, FHLMC or
GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC
Certificates, FHLMC guarantees the timely payment of interest, and also
guarantees the payment of principal as payments are required to be made on the
underlying mortgage participation certificates. Fannie Mae REMIC Certificates
are issued and guaranteed as to timely distribution of principal and interest by
Fannie Mae. GNMA REMIC Certificates are backed by the full faith and credit of
the U.S. Government.

PARALLEL PAY SECURITIES; PAC BONDS: Parallel pay CMOs and REMICs are
structured to provide payments of principal on each payment date to more than
one class. These simultaneous payments are taken into account in calculating the
stated maturity date or final distribution date of each class, which must be
retired by its stated maturity date or final distribution date, but may be
retired earlier. Planned Amortization Class CMOs ("PAC Bonds") generally require
payments of a specified amount of principal on each payment date. PAC Bonds are
always parallel pay CMOs with the required principal payment on such securities
having the highest priority after interest has been paid to all classes.

PFANDBRIEFE: A Pfandbriefe is a fixed-term, fixed-rate bond issued by a
German mortgage bank or a public-sector bank to finance secured real estate
loans or public sector loans. Although Pfandbriefe are collateralized
securities, the issuer assumes all of the prepayment risk.

NON-DIVERSIFICATION--The International Fixed Income and Emerging Markets
Debt Funds 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 Funds may be invested in the
obligations of a limited number of issuers. Although the advisers generally do
not intend to invest more than 5% of each Fund's 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 Funds may be more susceptible to any
single economic, political or regulatory occurrence than the shares of a
diversified investment company would be. The Funds 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"), which
requires

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that the Funds be diversified (I.E., not invest more than 5% of their assets in
the securities in any one issuer) as to 50% of their assets.

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 Fund may purchase and write put and call options on indices or
securities and enter into related closing transactions. A put option on a
security 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 on a security 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.

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 Fund 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
Fund will be "covered," which means that the Fund will own an equal amount of
the underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
custodian consisting of cash or liquid securities in an amount equal to the
amount the Fund would be required to pay upon exercise of the put.

All options written on indices or securities must be covered. When a Fund
writes an option on an index or security, it will establish a segregated account
containing cash or liquid securities 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.

A Fund may purchase put and call options on securities 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 Fund may seek to purchase
in the future. A Fund 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 Fund, loss of the premium paid may be
offset by an increase in the value of the Fund's securities or by a decrease in
the cost of acquisition of securities by the Fund.

A Fund 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 Fund will write only "covered" call options. When a Fund
sells an option, if the underlying securities do not increase or decrease to a
price level that would make the exercise of the option profitable to the holder
thereof, the option generally will expire without being exercised and the Fund
will realize as profit the premium received for such option. When a call option
of which a Fund is the writer is exercised, the Fund 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 Fund is the writer is exercised,

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the Fund 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 Fund 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 Fund to enter into closing
transactions depends upon the existence of a liquid secondary market for such
transactions.

A Fund 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.

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 Fund 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.

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 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.

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 Fund 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.

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 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. 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

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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 Fund involved bears a risk of loss in the event that the other party
to a repurchase agreement defaults on its obligations and the Fund is delayed or
prevented from exercising its rights to dispose of the collateral or if the Fund
realizes a loss on the sale of the collateral. The Advisers 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 Funds
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 Fund will have actual or constructive possession
of the security or collateral for the repurchase agreement. Repurchase
agreements entered into by the Funds 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 Fund, the Custodian or its agent must take
possession of the underlying collateral. However, if the seller defaults, the
Fund 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 Fund
may incur delay and costs in selling the security and may suffer a loss of
principal and interest if the Fund is treated as an unsecured creditor.
Repurchase agreements are considered loans under the 1940 Act.

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.

REVERSE REPURCHASE AGREEMENTS--Certain Funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, a Fund 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 Fund enters into reverse repurchase agreements
only to avoid otherwise selling securities during unfavorable market conditions
to meet redemptions. At the time the Fund enters into a reverse repurchase
agreement, it places in a segregated account cash or liquid 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 Fund may decline below the price at which it is
obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.

SECURITIES LENDING--In order to generate additional income, a Fund 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 Fund continues to receive interest on the loaned securities
while simultaneously

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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.

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 Funds may use the Distributor as a broker in these
transactions.

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 or currency
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 Fund's investments denominated in foreign currencies will depend on
the relative strengths of those currencies and the U.S. dollar, and a Fund may
be affected favorably or unfavorably by changes in the exchange rates or
exchange or currency 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 Fund.

A Fund's investments in emerging markets can be considered speculative, and
therefore may offer higher potential for gains and losses than investments in
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 or currency 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 Fund'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 Fund may have limited recourse in the event of default on such
debt instruments.

SHORT SALES--A short sale involves the sale by a Fund of a security which it
does not own. A Fund 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 Fund owns (or has the right to acquire) 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.

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<PAGE>
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 Fund 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.

STRUCTURED SECURITIES--The Emerging Markets Debt Fund 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 of
emerging market issuers. This type of restructuring involves the deposit with,
or purchase by, an entity, such as a corporation or trust, of specified
instruments (such as commercial bank loans or Brady Bonds) and the issuance by
that entity of one or 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 Fund
anticipates it will invest typically involve no credit enhancement, their credit
risk generally will be equivalent to that of the underlying instruments. The
Fund 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 Fund's investment in such securities may be
limited by certain investment restrictions contained in the 1940 Act.

SWAP, 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 Fund anticipates purchasing at a later
date.

Swap agreements will tend to shift a Fund'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 Fund's investment and their
share price and yield.

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.

S-20
<PAGE>
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 Fund'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 Fund may also suffer losses if it is unable to
terminate outstanding swap agreements or reduce its exposure through offsetting
transactions. Any obligation a Fund may have under these types of arrangements
will covered by setting aside cash or liquid securities in a segregated account.
A Fund 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 or that
mature in more than seven days, are considered to be illiquid.

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). 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 Fund's shares.

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.

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.
There is a risk that the current interest rate on such obligations may not
accurately reflect existing market interest rates. A demand instrument with a
demand notice exceeding seven days may be considered illiquid if there is no
secondary market for such security.

WARRANTS--Warrants are instruments giving holders the right, but not the
obligation, to buy equity or fixed-income securities of a company at a given
price during a specified period.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued or delayed delivery
transactions involve the purchase of an instrument with payment and delivery
taking place in the future.

S-21
<PAGE>
Delivery of and payment for these securities may occur a month or more after the
date of the purchase commitment. A Fund will maintain a separate account with
liquid 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 Fund before settlement. These securities are subject to
market fluctuation due to changes in market interest rates, and it is possible
that the market value at the time of settlement could be higher or lower than
the purchase price if the general level of interest rates has changed. Although
a Fund generally purchases securities on a when-issued or forward commitment
basis with the intention of actually acquiring securities, a Fund 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 Fund 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.

YANKEE OBLIGATIONS--Yankee obligations ("Yankees") are U.S.
dollar-denominated instruments of foreign issuers who either register with the
SEC or issue under Rule 144A under the Securities Act of 1933 Act. These
obligations consist of debt securities (including preferred or preference stock
of non-governmental issuers), certificates of deposit, fixed time deposits and
bankers' acceptances issued by foreign banks, and debt obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies and supranational entities. Some securities issued by foreign
governments or their subdivisions, agencies and instrumentalities may not be
backed by the full faith and credit of the foreign government.

The Yankee obligations selected for a Fund will adhere to the same quality
standards as those utilized for the selection of domestic debt obligations.

YEAR 2000--The Trust depends on the smooth functioning of computer systems
in almost every aspect of its business. Like other mutual funds, business and
individuals around the world, the Trust could be adversely affected if the
computer systems used by its service providers do not properly process dates on
and after January 1, 2000 and distinguish between the year 2000 and the year
1900. The Trust has asked its service providers whether they expect to have
their computer systems adjusted for the year 2000 transition, and received
assurances from each that its system is expected to accommodate the year 2000
without material adverse consequences to the Trust. The Trust and its
shareholders may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by issuers of
portfolio securities or third parties, such as custodians, banks, broker-dealers
or others with which the Trust does business.

ZERO COUPON 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 Fund 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 Fund 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 than comparably rated securities paying cash interest at regular
interest payment periods. 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 Fund may have

S-22
<PAGE>
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 Fund 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.

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. Additional
information about ratings is in the Appendix to this Statement of Additional
Information.

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.

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.

S-23
<PAGE>
INVESTMENT LIMITATIONS

Each of the International Equity, Emerging Markets Equity and Emerging Markets
Debt Funds 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 Fund.

2. Purchase any securities which would cause more than 25% of its total assets
to be invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that this
limitation does not apply to investments in securities issued or guaranteed
by the United States Government, its agencies or instrumentalities.

3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate a Fund to purchase securities or require a
Fund 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.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Fund 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.

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund 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.

6. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a fund security.

7. 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.

8. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

The International Fixed Income Fund may not:

1. Purchase any securities which would cause more than 25% of the total assets
of the Fund 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 Fund. This
borrowing provision is included solely to facilitate the orderly sale of
fund 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 Fund and any interest
paid on such borrowings will reduce the income of the Fund.

3. 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 Fund taken at current value at the time of the
incurrence of such loan.

S-24
<PAGE>
4. Make loans, except that the Fund 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 Fund.

5. Invest in companies for the purpose of exercising control.

6. Acquire more than 10% of the voting securities of any one issuer.

7. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts. However, subject to its permitted
investments, the Fund may purchase obligations issued by companies which
invest in real estate, commodities or commodities contracts.

8. 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.

9. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.

10. 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
Fund is prohibited from acquiring the securities of other investment
companies if, as a result of such acquisition, the Fund 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 Fund assets; or
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Fund. A Fund'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.

11. 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.

12. 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.

13. 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.

14. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

15. Purchase restricted securities (securities which must be registered under
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.

For purposes of the industry concentration limitations discussed above,
these definitions apply to each Fund, and for purposes of the International
Fixed Income Fund, 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

S-25
<PAGE>
companies will be classified according to end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; (iii) supranational agencies will be deemed to
be issuers conducting their principal business activities in the same industry;
and (iv) governmental issuers within a particular country will be deemed to be
conducting their principal business in the same industry.

The foregoing 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 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.

Each of the International Equity, Emerging Markets Equity and Emerging Market
Debt Funds may not:

1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
by the Fund'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 Fund
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.

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.

THE MANAGER

The Trust and SEI Investments Fund Management ("SEI Management" or the
"Manager") have entered into a Management Agreement (the "Management
Agreement"). 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 Funds, 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

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<PAGE>
the outstanding shares of the Funds or by the Manager on not less than 30 days'
nor more than 60 days' written notice. This Agreement shall not be assignable by
either party without the written consent of the other party.

The Manager, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456: SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Manager. SEI Investments and its
subsidiaries and affiliates, including the Manager are leading providers of
funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Manager and its affiliates also serve as administrator or
sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, The Arbor Fund, ARK
Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CrestFunds, Inc., CUFUND, The Expedition Funds,
First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis
Funds, Oak Associates Funds, The PBHG Funds, Inc., PBHG Advisor Funds, Inc.,
PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust,
SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust and
TIP Funds.

If operating expenses of any Fund exceed applicable limitations, the Manager
will pay such excess. The Manager will not be required to bear expenses of any
Fund to an extent which would result in the Fund's inability to qualify as a
regulated investment company under provisions of the Internal Revenue Code of
1986, as amended (the "Code"). The term "expenses" is defined in such laws or
regulations, and generally excludes brokerage commissions, distribution
expenses, taxes, interest and extraordinary expenses.

For the fiscal years ended February 28, 1997 and February 28, 1998, and the
fiscal period ended September 30, 1998, the Funds paid fees to the Manager as
follows:

<TABLE>
<CAPTION>
MANAGEMENT FEES PAID MANAGEMENT FEES
(REIMBURSED) (000) WAIVED (000)
---------------------- -------------------
FUND 1997 1998 1998 1997 1998 1998
- ------------------------------------------ ------ ------ ------ ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund................. $2,046 $2,975 $2,645 $ 41 $ 0 $ 0
Emerging Markets Equity Fund.............. $ 725 $2,180 $2,016 $249 $ 0 $ 0
International Fixed Income Fund........... $ 714 $1,784 $1,637 $161 $ 11 $ 0
Emerging Markets Debt Fund................ * $ 311 $ 604 * $ 64 $33
</TABLE>

- ------------------------

* Not in operation during such period.

THE ADVISERS AND SUB-ADVISERS

SEI INVESTMENTS MANAGEMENT CORPORATION

SEI Investments Management Corporation ("SIMC" or the "Adviser") serves as
the investment adviser for the International Equity, Emerging Markets Equity and
Emerging Markets Debt Funds. SIMC is a wholly-owned subsidiary of SEI
Investments, a financial services company. The principal business address of
SIMC and SEI Investments is Oaks, Pennsylvania 19456. SEI Investments was
founded in 1968 and is a leading provider of investment solutions to banks,
institutional investors, investment advisers and insurance companies. Affiliates
of SIMC have provided consulting advice to institutional investors for more than
20 years, including advice regarding selection and evaluation of investment
advisers. SIMC currently serves as manager or administrator to more than 46
investment companies, including more than 387 portfolios, which investment
companies had more than $128 billion in assets as of October 31, 1998.

S-27
<PAGE>
In its role as the investment adviser to the International Equity, Emerging
Markets Equity and Emerging Markets Debt Funds, SIMC operates as a "manager of
managers." As adviser, SIMC oversees the investment advisory services provided
to the International Equity, Emerging Markets Equity and Emerging Markets Debt
Funds and manages the cash portion of the International Equity and Emerging
Markets Equity Funds' assets. Pursuant to separate sub-advisory agreements with
SIMC, and under the supervision of SIMC 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 Funds. The sub-advisers are selected based
primarily upon the research and recommendations of SIMC, 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, SIMC allocates and, when appropriate,
reallocates the Funds' assets among sub-advisers, monitors and evaluates
sub-adviser performance, and oversees sub-adviser compliance with the Funds'
investment objectives, policies and restrictions. SIMC HAS THE ULTIMATE
RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE INTERNATIONAL EQUITY,
EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT FUNDS DUE TO ITS
RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION
AND REPLACEMENT.

For these advisory services, SIMC is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .505% of the International Equity
Fund's average daily net assets, 1.05% of the Emerging Markets Equity Fund's
average daily net assets, and .85% of the Emerging Markets Debt Fund's average
daily net assets.

For the fiscal period ended September 30, 1998, the International Equity,
Emerging Markets Equity and Emerging Markets Debt Funds paid advisory fees,
after fee waivers, of .44%, .76%, and .57% respectively, of their average daily
net assets. SIMC paid the sub-advisers a fee based on a percentage of the
average monthly market value of the assets managed by each sub-adviser out of
its advisory fee.

SIMC and the Trust have obtained an exemptive order from the Securities and
Exchange Commission (the "SEC") that permits SIMC, with the approval of the
Trust's Board of Trustees, to retain sub-advisers unaffiliated with SIMC for the
Funds without submitting the sub-advisory agreements to a vote of the Funds'
shareholders. The exemptive relief permits the disclosure of only the aggregate
amount payable by SIMC under all such sub-advisory agreements for each Fund. The
Funds will notify shareholders in the event of any addition or change in the
identity of its sub-advisers.

STRATEGIC FIXED INCOME, L.L.C.

Strategic Fixed Income, L.L.C. ("Strategic") serves as the investment
adviser to the International Fixed Income Fund. Strategic is a Delaware limited
liability company whose predecessor was formed in 1991 to manage multi-currency
fixed income portfolios. The managing member 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 October 31, 1998, Strategic
managed $4 billion of client assets. The principal address of Strategic is 1001
Nineteenth Street North, Suite 1720, Arlington, Virginia 22209.

Strategic is entitled to a fee which is calculated daily and paid monthly by
the Fund, at an annual rate of .30% of the average daily net assets of the
International Fixed Income Fund. For the fiscal period ended September 30, 1998.
Strategic received an advisory fee (after fee waivers) from the Fund of .25% of
its average daily 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 Fund. Acadian, a wholly-owned
subsidiary of United Asset Management Corporation ("UAM"), was founded in 1977
and managed approximately $4.1 billion in assets invested globally as of

S-28
<PAGE>
August 31, 1998. Acadian's business address is Two International Place, 26th
floor, Boston, Massachusetts 02110.

CAPITAL GUARDIAN TRUST COMPANY

Capital Guardian Trust Company ("CGTC"), a California trust company founded
in 1968, serves as a sub-adviser for a portion of the assets of the
International Equity Fund. CGTC, a wholly-owned subsidiary of The Capital Group
Companies, Inc., managed international portfolios since 1978, and as of October
31, 1998, managed a total of over $81 billion primarily for institutional
clients. The principal business address of CGTC and The Capital Group Companies,
Inc. is 333 South Hope Street, Los Angeles, California 90071.

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 Fund.
Coronation, a registered investment adviser organized under the laws of the
Republic of South Africa, was founded in 1993, and currently manages $4.7
billion in assets. The principal business address of Coronation is 80 Strand
Street, Cape Town, South
Africa, 8001.

CREDIT SUISSE ASSET MANAGEMENT LIMITED

Credit Suisse Asset Management Limited ("Credit Suisse") acts as a
sub-adviser for a portion of the assets of the Emerging Markets Equity Fund.
Credit Suisse, a UK limited liability company formed in 1982, is a registered
investment adviser that currently manages approximately $35.3 billion. Credit
Suisse is a wholly-owned subsidiary of the Credit Suisse Group, a financial
services conglomerate headquartered in Zurich, Switzerland. Credit Suisse's
principal business address is Beaufort House, 15 St. Botolph Street, London,
EC3A 7JJ.

MORGAN STANLEY ASSET MANAGEMENT INC.

Morgan Stanley Asset Management Inc. ("MSAM") acts as a Sub-Adviser for a
portion of the assets of the Emerging Markets Equity Fund. MSAM is a
wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. MSAM is a registered
investment adviser that currently has approximately $79.6 billion of assets
under management. The principal business address of MSAM is 1221 Avenue of the
Americas, New York, New York 10020.

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT

Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as a
Sub-Adviser Manager to a portion of the assets of the Emerging Markets Equity
Fund. As of October 31, 1998, Nicholas-Applegate had discretionary management
authority with respect to approximately $31 billion of assets. The principal
business address of Nicholas-Applegate is 600 West Broadway, 29th Floor, San
Diego, California 92101. Nicholas-Applegate, pursuant to a partnership
agreement, is controlled by its general partner, Nicholas-Applegate Capital
Management Holdings, L.P., a California limited partnership controlled by a
corporation controlled by Arthur E. Nicholas.

PARAMETRIC PORTFOLIO ASSOCIATES

Parametric Portfolio Associates ("Parametric") serves as a sub-adviser for a
portion of the assets of the Emerging Markets Equity Fund. 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 September 1, 1998, Parametric managed
approximately $2.7 billion in client assets.

S-29
<PAGE>
Parametric's business address is 701 Fifth Avenue, Suite 7310, Seattle,
Washington 98104. PIMCO's address is 800 Newport Center Drive, Newport Beach,
California 92660.

SALOMON BROTHERS ASSET MANAGEMENT INC

Salomon Brothers Asset Management Inc ("SBAM") serves as the sub-adviser for
the assets of the Emerging Markets Debt Fund. SBAM, an indirect wholly-owned
subsidiary of The Traveler's Group, is a Delaware corporation that was founded
in 1987. SBAM is a registered investment adviser that currently manages
approximately $29.3 billion in client assets. SBAM's principal business address
is 7 World Trade Center, New York, New York 10048.

SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED

Scottish Widows Investment Management Limited ("Scottish Widows") serves as
a sub-adviser for a portion of the assets of the International Equity Fund.
Scottish Widows is a wholly-owned subsidiary of the Scottish Widows Group, a
mutual insurance company founded in 1815 and based in Edinburgh, Scotland.
Scottish Widows was established to provide fund management across a board client
base which includes both individual and institutional accounts. Scottish Widows
employs a concentrated growth investment process and specializes in the European
market. Scottish Widows is a registered investment adviser that managed
approximately $50 billion. The principal business address of Scottish Widows is
P.O. Box 17036, 69 Morrison Street, Edinburgh EH3 8YF, Scotland.

SG PACIFIC ASSET MANAGEMENT, INC., SGY ASSET MANAGEMENT (SINGAPORE) LIMITED AND
SG YAMAICHI ASSET MANAGEMENT CO., LTD.

SG Pacific Asset Management, Inc. (formerly, Yamaichi Capital Management,
Inc .)("SG Pacific") and SGY Asset Management (Singapore) Ltd. (formerly,
Yamaichi Capital Management (Singapore) Limited) ("SGY") jointly serve as
sub-adviser for a portion of the assets of the International Equity and Emerging
Markets Equity Funds. Societe Generale Asset Management (North Pacific), a
French financial services conglomerate, has a controlling interest in SG
Yamaichi Asset Management Co., Ltd. (formerly, Yamaichi International Capital
Management Co., Ltd.) ("SG Yamaichi"), the parent of SG Pacific and SGY. SG
Yamaichi serves as a sub-adviser for a portion of the assets of the
International Equity Fund. SG Yamaichi was established in 1971 as a global asset
management firm. SG Pacific and SGY are wholly-owned subsidiaries of SG
Yamaichi. SG Yamaichi specializes in Japan and Pacific Basin equity management
with both active and quantitative strategies. The principal address of SG
Pacific is 30 Wall Street, 8th Floor, New York, New York 10005. The principal
address of SGY is 138 Robinson Road, #13-01/05, Hong Leong Centre, Singapore
068906. The principal address of SG Yamaichi is 5-1, Nihombashi Kabutocho,
Chuo-ku, Tokyo 103, Japan. SG Yamaichi and its affiliates currently manage over
$19 billion in assets worldwide.

The Advisory Agreements and certain of the Sub-Advisory Agreements provide
that SIMC (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 Fund 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

S-30
<PAGE>
Fund, by a majority of the outstanding shares of that Fund, 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.

SIMC has obtained an exemptive order from the SEC that permits SIMC, with
the approval of the Trust's Board of Trustees, to retain unaffiliated
sub-advisers for a Fund without submitting the sub-advisory agreement to a vote
of the Fund's shareholders. The exemptive relief permits the non-disclosure of
amounts payable by SIMC 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 Fund.

For the fiscal years ended February 28, 1997 and February 28, 1998, and the
fiscal period ended September 30, 1998, the Funds paid advisory fees as follows:

<TABLE>
<CAPTION>
FEES PAID (000) FEE WAIVERS (000)
------------------------------ ------------------------------
FUND 1997 1998 1998 1997 1998 1998
- -------------------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund......................... $ 2,113 $ 2,719 $ 2,656 $ 223 $ 619 $ 411
Emerging Markets Equity Fund...................... $ 1,262 $ 2,341 $ 2,361 $ 309 $ 1,180 $ 896
International Fixed Income Fund................... $ 362 $ 748 $ 682 $ 72 $ 150 $ 137
Emerging Markets Debt Fund........................ * $ 340 $ 558 * $ 149 $ 275
</TABLE>

- ------------------------

* Not in operation during such period.

For the fiscal years ended February 28, 1997 and February 28, 1998, and the
fiscal period ended September 30, 1998, SIMC paid sub-advisory fees as follows:

<TABLE>
<CAPTION>
SUB-ADVISORY FEES SUB-ADVISORY FEES
PAID (000) WAIVED (000)
------------------------------ ------------------------------
FUND 1997 1998 1998 1997 1998 1998
- -------------------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund......................... $ 1,389 $ 1,727 $ 1,534 $ 0 $ 0 $ 0
Emerging Markets Equity Fund...................... $ 949 $ 1,846 $ 1,596 $ 0 $ 0 $ 0
Emerging Markets Debt Fund........................ * $ 254 $ 393 * $ 0 $ 18
</TABLE>

- ------------------------

* Not in operation during such period.

DISTRIBUTION AND SHAREHOLDER SERVICING

The Trust has adopted a Distribution Agreement for the Funds. The Trust has
also adopted a Distribution Plan (the "Class D Plan") for the shares of the
Class D shares of the International Equity Fund 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 Class D Plan and Distribution Agreement are in the best
interests of the shareholders. Continuance of the Class D 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 Class D Plan. The Class D Plan requires
that quarterly written reports of amounts spent under the Class D Plan and the
purposes of such expenditures be furnished and reviewed by the Trustees. The
Class D 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
Fund or class affected. All material amendments of the Class D 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 Fund's Class D shares that
the Distributor can use to compensate broker-dealers and service providers,
including SEI Investments Distribution Co. and its affiliates, which provide
distribution-related services to the International Equity Fund's Class D
shareholders or their customers

S-31
<PAGE>
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
of Fund Shares," 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.

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 Funds 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 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 period ended September 30, 1998, the International Equity
Fund incurred the following distribution expenses:

<TABLE>
<CAPTION>
AMOUNT PAID
TO
3RD PARTIES
TOTAL BY
DIST. SIDCO FOR
EXPENSES DISTRIBUTOR
TOTAL DIST. AS A % OF RELATED SALES PRINTING OTHER
FUND CLASS EXPENSES NET ASSETS SERVICES EXPENSES COSTS COSTS*
- ------------------------------ ------- ------------ ---------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
International Equity Fund..... D $508 .25% $ 0 $ 0 $ 0 $ 0
</TABLE>

- ------------------------

* Costs of complying with securities laws pertaining to the distribution of
shares.

TRUSTEES AND OFFICERS 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.

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

S-32
<PAGE>
also serve as officers of some or all of the following: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, The Arbor Fund, ARK
Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CrestFunds,
Inc., CUFUND, The Expedition Funds, FMB Funds, Inc., First American Funds, Inc.,
First American Investment Funds, Inc., First American Strategy Funds, Inc.,
HighMark Funds, Huntington Funds, Marquis Funds-Registered Trademark-, The Nevis
Funds, Inc., Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series
Fund, Inc., The Pillar Funds, Santa Barbara Group of Mutual Funds, Inc., SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Insurance
Products Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds,
STI Classic Variable Trust, and TIP Funds, each of which is an open-end
management investment company managed by SEI Investments Fund Management or its
affiliates and, except for Santa Barbara Group of Mutual Funds, Inc.,
distributed by SEI Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of
Trustees*--Currently performs various services on behalf of SEI Investments for
which Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Adviser, the Manager and
the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, Boston 1784 Funds-Registered Trademark-, The Expedition Funds,
Marquis Funds-Registered Trademark-, Oak Associates Funds, Pillar Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.

WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--1701 Market Street, Philadelphia,
PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust,
SEI Investments, the Adviser, the Manager and the Distributor, Director and
Secretary of SEI Investments and Secretary of the Adviser, the Manager and the
Distributor. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The
Expedition Funds, Marquis Funds-Registered Trademark-, Oak Associates Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.

F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--President, Orange County
Publishing Co., Inc., Publisher, Paoli News and Paoli Republican, and Editor,
Paoli Republican, October 1981-January 1997. 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 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, STI
Classic Funds and STI Classic Variable Trust.

JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund,
The Arbor Fund, The Expedition Funds, Marquis Funds-Registered Trademark-, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Liquid Asset Trust, and SEI Tax Exempt Trust.

GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991-December 1996; Chief Financial Officer, Noble Partners, L.P.,
March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc.,
since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Liquid
Asset Trust, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, and SEI Tax Exempt Trust.

EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive
Officer--Executive Vice President and President--Asset Management Division of
SEI Investments, the Adviser and the Manager since 1994. Senior Vice President,
SEI Investments, 1986-1991; Vice President, SEI Investments, 1981-1986.

S-33
<PAGE>
TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, the
Adviser, the Manager and the Distributor since 1995. Associate, Dewey Ballantine
(law firm), 1994-1995. Associate, Winston & Strawn (law firm), 1991-1994.

JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998.
Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler
L.L.P. (law firm), 1993-1995. Operations Manager, The Shareholder Services
Group, Inc., 1986-1990.

LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange, 1989-1998.

KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments Company since 1997; Assistant Controller
of SEI Investments Company since 1995; Vice President of SEI Investments Company
since 1991; Director of Taxes of SEI Investments Company 1987 to 1991. Tax
Manager, Arthur Anderson LLP prior to 1987.

JOSEPH M. O'DONNELL (DOB 11/13/54)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Adviser, the
Administrator and the Distributor since 1998. Vice President and General
Counsel, FPS Services, Inc., 1993-1997. Staff Counsel and Secretary, Provident
Mutual Family of Funds, 1990-1993.

SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant
Secretary--Secretary of the Distributor since 1998; Vice President of the
Distributor since 1988. Vice President and Assistant Secretary of the Adviser,
and the Manager since 1988. Assistant Secretary of the Distributor from 1988 to
1998.

CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, the
Adviser, the Manager and the Distributor since August 1997. Branch Chief,
Division of Enforcement, U.S. Securities and Exchange Commission, January
1995-August 1997. Senior Counsel--Division of Enforcement, U.S. Securities and
Exchange Commission, September 1992-January 1995. Staff Attorney--Division of
Enforcement, U.S. Securities and Exchange Commission, September 1990-August
1992.

KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI Investments, the
Adviser, the Manager and the Distributor since 1994. Assistant Secretary of SEI
Investments since 1992; Secretary of the Adviser and the Manager since 1994.
Vice President, General Counsel and Assistant Secretary of the Adviser, the
Manager and the Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP
(law firm), 1988-1992.

LYNDA J. STRIEGEL (DOB 10/30/48)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.
(1997-1998). Partner, Groom and Nordberg, Chartered, 1996-1997. Associate
General Counsel, Riggs Bank, N.A., 1991-1995.

RICHARD W. GRANT (DOB 10/25/45)--Secretary--1701 Market Street,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI Investments, the Adviser, the Manager and the Distributor.

MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Fund Resources and Vice
President of the Manager since 1996. Vice President of the Distributor since
December 1997. Vice President, Fund Accounting, BISYS Fund Services, September
1995 to November 1996. Senior Vice President and Site Manager, Fidelity
Investments 1981 to September 1995.
- ------------------------
*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.

S-34
<PAGE>
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
period ended September 30, 1998, the Trust paid the following amounts to the
Trustees.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR
COMPENSATION FROM RETIREMENT BENEFITS ESTIMATED ANNUAL
REGISTRANT FOR FYE ACCRUED AS PART OF BENEFITS UPON
NAME OF PERSON AND POSITION 9/30/98 FUND EXPENSES RETIREMENT
- --------------------------------- ------------------ ------------------- ----------------
<S> <C> <C> <C>
Robert A. Nesher, Trustee........ $ 0 $0 $0
William M. Doran, Trustee........ $ 0 $0 $0
F. Wendell Gooch, Trustee........ $10,168 $0 $0
Frank E. Morris, Trustee......... $10,168 $0 $0
James M. Storey, Trustee......... $10,168 $0 $0
George J. Sullivan, Trustee...... $10,168 $0 $0

TOTAL COMPENSATION FROM REGISTRANT
AND FUND COMPLEX PAID TO DIRECTORS
NAME OF PERSON AND POSITION FOR FYE 9/30/98
- --------------------------------- -----------------------------------
<S> <C>
Robert A. Nesher, Trustee........ $0 for services on 8 boards
William M. Doran, Trustee........ $0 for services on 8 boards
F. Wendell Gooch, Trustee........ $77,250 for services on 8 boards
Frank E. Morris, Trustee......... $77,250 for services on 8 boards
James M. Storey, Trustee......... $77,250 for services on 8 boards
George J. Sullivan, Trustee...... $77,250 for services on 8 boards
</TABLE>

Mr. Edward W. Binshadler is a Trustee Emeritus of the Trust. Mr. Binshadler
serves as a consultant to the Audit Committee and receives as compensation
$5,000 per Audit Committee meeting attended.

PERFORMANCE

From time to time, the Trust may advertise yield and/or total return for one
or more of the Funds. These figures will be based on historical earnings and are
not intended to indicate future performance.

The total return of a Fund 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 Fund 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)TO THE POWER OF n = ERV, where P = a hypothetical initial
payment of $1,000; T = average annual total return; n = number of years;
and ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the designated time period as of the end of such
period.

Based on the foregoing, the average annual total return for the Funds from
inception through September 30, 1998, and for the one, five and ten year periods
ended September 30, 1998 were as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
-----------------------------------------
ONE FIVE SINCE
FUND CLASS YEAR YEAR TEN YEAR INCEPTION
- ------------------------------ ------------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
International Equity Fund A............................. (8.75)% 4.20% * 3.70%
D (with load)................. (13.45)% 2.85% * 1.91%
D (without load).............. (8.88)% 3.91% * 3.10%

Emerging Markets Equity Fund A............................. (51.43)% * * (12.00)%

International Fixed Income A.............................
Fund 12.47% * * 8.20%

Emerging Markets Debt Fund A............................. (34.10)% * * (24.53)%
</TABLE>

- ------------------------

* Not in operation during such period.

From time to time, the Trust may advertise the yield of the International
Fixed Income Fund. The yield of the Fund refers to the annualized income
generated by an investment in the Fund over a specified

S-35
<PAGE>
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 Fund invests in, changes in interest rates
on money market instruments, changes in the expenses of a Fund and other
factors.

Yields are one basis upon which investors may compare a Fund 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 September 30, 1998, the yield for the
International Fixed Income and Emerging Markets Debt Funds was 3.06% and 14.82%,
respectively.

The Funds may, from time to time, compare their performance to other mutual
funds tracked by mutual fund rating services, to broad groups of comparable
mutual funds or to unmanaged indices which may assume investment of dividends
but generally do not reflect deductions for administrative and management costs.

PURCHASE AND REDEMPTION OF SHARES

The purchase and redemption price of shares is the net asset value of each
share. A Fund's securities are valued by SEI Management pursuant to valuations
provided by an independent pricing service (generally the last quoted sale
price). Fund 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.

Information about the market value of each portfolio security may be
obtained by SEI Management from an independent pricing service. 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. Fund 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.

Securities with remaining maturities of 60 days or less will be valued by
the amortized cost method, which involves valuing a security at its cost on the
date of purchase and thereafter (absent unusual circumstances) assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuations in general market rates of interest on the value of the
instrument. While this method provides certainty in valuation, it may result in
periods during which value, as determined by this method, is higher or lower
than the price the Trust would receive if it sold the instrument. During periods
of declining interest rates, the daily yield of a Fund may tend to be higher
than a like computation made by a

S-36
<PAGE>
company with identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its portfolio
securities. Thus, if the use of amortized cost by a Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in a Fund
would be able to obtain a somewhat higher yield that would result from
investment in a company utilizing solely market values, and existing
shareholders in the Fund would experience a lower yield. The converse would
apply during a period of rising interest rates.

Shares of a Fund may be purchased in exchange for securities included in the
Fund 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 Fund unless: (1) such
securities are appropriate in the Fund 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 Fund are
not subject to any restrictions upon their sale by the Fund 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 Fund.

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 Funds 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, Martin Luther
King, Jr. 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 Fund 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 Fund 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 Fund redeemed.

Fund securities may be traded on foreign markets on days other than Business
Days or the net asset value of a Fund 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
Fund may not reflect all events that may affect the value of the Fund's foreign
securities unless the Adviser determines that such events materially affect net
asset value in which case net asset value will be determined by consideration of
other factors.

Certain shareholders in one or more of the Funds may obtain asset allocation
services from the Adviser and other financial intermediaries with respect to
their investments in such Fund's if a sufficient amount of a Fund's assets are
subject to such asset allocation services, the Fund may incur higher transaction
costs and a higher portfolio turnover rate than would otherwise be anticipated
as a result of redemptions and purchases of Fund shares pursuant to such
services. Further, to the extent that the Adviser is providing asset allocation
services and providing investment advice to the Funds, it may face

S-37
<PAGE>
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 Funds.

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 Fund 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 Fund may be automatically invested in shares of another Fund if
shares of that Fund 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 Funds and consider the differences in
objectives and policies before making any investment.

REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of the Fund
has a one-time right to reinvest the redemption proceeds in shares of a Fund 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-38
<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 Fund'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 Fund'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 Fund (the "Old Fund") to be exchanged and the
purchase at net asset value (I.E., without a sales charge) of the shares of the
other Funds (the "New Funds"). 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 Funds, and thus the purchase of
shares of the New Funds, may be delayed for up to seven days if the Fund
determines that such delay would be in the best interest of all of its
shareholders. Investment dealers which have satisfied criteria established by
the Funds may also communicate a shareholder's Exchange Request to the Fund
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 Fund 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 several additional

S-39
<PAGE>
requirements. Among these requirements are the following: (i) at least 90% of a
Fund'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; (ii) at the close of each quarter of a Fund'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 Fund's total
assets and that does not represent more than 10% of the outstanding voting
securities of the issuer; and (iii) at the close of each quarter of a Fund's
taxable year, not more than 25% of the value of its total assets may be invested
in securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer or of two or more issuers engaged in the same, similar,
or related trades or businesses if the Fund owns at least 20% of the voting
power of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital
gain, a Fund 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 98% of its capital gain net income for the
one-year period ending on October 31, of that year, plus certain other amounts.
Each Fund 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 Fund. Income from foreign currencies, and income
from transactions in forward contracts that are directly related to a Fund's
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement.

If a Fund 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.

Any gain or loss recognized on a sale, exchange or redemption of shares of a
Fund by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than twelve months and otherwise will be treated
as short-term capital gain or loss. However, if shares on which a shareholder
has received a net capital gain distribution are subsequently sold, exchanged or
redeemed and such shares have been held for six months or less, any loss
recognized will be treated as a long-term capital loss to the extent of the net
capital gain distribution. Long-term capital gains are currently taxed at a
maximum rate of 20% and short-term capital gains are currently taxed at ordinary
income tax rates.

A Fund 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 Fund 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 Fund 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 Fund will be required to include as part
of its current income the imputed interest on such obligations even though the
Fund has not received any interest payments on such obligations during that
period. Because each Fund distributes all of its net investment income to its
shareholders, a Fund may have to sell Fund 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.

S-40
<PAGE>
STATE TAXES

A Fund 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 Fund 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 Fund.

FOREIGN TAXES

Dividends and interest received by a Fund may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on a Fund'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
Fund's total assets at the close of its taxable year consists of stock or
securities of foreign corporations, a Fund 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 Fund. Pursuant to
the election, a Fund 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 Fund makes the
election, it will report annually to its shareholders the respective amounts per
share of the Fund'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 brokers or
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 Fund transactions. In placing brokerage 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
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 broker or dealer, but,
subject to the Trust's policy of seeking the best net results, broker-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.

S-41
<PAGE>
The money market securities in which a Fund 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 Fund will primarily consist of dealer spreads and
underwriting commissions.

It is expected that the Funds 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 fund transactions for a Fund 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 connection with transactions effected for Funds operating within the
"Manager of Managers" structure, SIMC and the various firms that serve as
sub-advisers to certain Funds of the Trust, in the exercise of joint investment
discretion over the assets of a Fund, may direct a substantial portion of a
Fund's brokerage to the Distributor. 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.

For the fiscal period ended September 30, 1998, the Funds paid the following
brokerage fees:

<TABLE>
<CAPTION>
% TOTAL
TOTAL $ AMOUNT % OF TOTAL BROKERED
TOTAL $ AMOUNT OF BROKERAGE BROKERAGE TRANSACTIONS
OF BROKERAGE COMMISSIONS COMMISSIONS EFFECTED
COMMISSION PAID TO PAID TO THROUGH
PAID IN 1998 AFFILIATES IN AFFILIATES AFFILIATES
FUND (000) 1998 (000) IN 1998 IN 1998
- ----------------------------------- -------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
International Equity Fund.......... $ 2,017 $ 0 0% 0%
Emerging Markets Equity Fund....... $ 2,975 $ 0 0% 0%
International Fixed Income Fund.... $ 0 $ 0 0% 0%
Emerging Markets Debt Fund......... $ 0 $ 0 0% 0%
</TABLE>

For the fiscal years ended February 28, 1997 and February 28, 1998, the
Funds paid the following brokerage fees:

<TABLE>
<CAPTION>
TOTAL $ AMOUNT TOTAL $ AMOUNT
TOTAL $ AMOUNT TOTAL $ AMOUNT OF BROKERAGE OF BROKERAGE
OF BROKERAGE OF BROKERAGE COMMISSIONS COMMISSIONS
COMMISSIONS COMMISSIONS PAID TO PAID TO
PAID IN 1997 PAID IN 1998 AFFILIATES IN AFFILIATES IN
FUND (000) (000) 1997 (000) 1998 (000)
- ----------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
International Equity Fund.......... $ 2,320 $ 2,134 $ 383 $ 0
Emerging Markets Equity Fund....... $ 1,812 $ 20,770 $ 86 $ 0
International Fixed Income Fund.... $ 0 $ 0 $ 0 $ 0
Emerging Markets Debt Fund......... * $ 0 * $ 0
</TABLE>

- ------------------------

* Not in operation during such period.

S-42
<PAGE>
For the fiscal years ended February 28, 1997 and February 28, 1998, and for
the fiscal period ended September 30, 1998, Class D Shareholders paid the
following sales charges:

<TABLE>
<CAPTION>
DOLLAR AMOUNT OF
DOLLAR AMOUNT OF CHARGES RETAINED BY
CHARGES THE DISTRIBUTOR
------------------------------- -----------------------------
FUND 1997 1998 1998 1997 1998 1998
- --------------------------------------------- ---------- ------- ---------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund--Class D........... $ 3,103 $ 461 $ 5,012 $ 342 $ 50 $ 646
</TABLE>

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 Fund 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.

The portfolio turnover rate for each Fund for the fiscal year ended February
28, 1998 and the fiscal period ended September 30, 1998 was as follows:

<TABLE>
<CAPTION>
TURNOVER RATE
-------------------------------------
FUND FEBRUARY 1998 SEPTEMBER 1998
- ---------------------------------------------------------------------------------- ----------------- ------------------
<S> <C> <C>
International Equity Fund......................................................... 75% 66%
Emerging Markets Equity Fund...................................................... 76% 46%
International Fixed Income Fund................................................... 250% 112%
Emerging Markets Debt Fund........................................................ 269% 186%
</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 Fund, each of which represents an equal proportionate interest in
that Fund. Each share upon liquidation entitles a shareholder to a PRO RATA
share in the net assets of that Fund. 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.

S-43
<PAGE>
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

Each share held entitles the shareholder of record to one vote. Shareholders
of each Fund or class will vote separately on matters pertaining solely to that
Fund 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.

Where the Prospectuses for the Funds 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 Fund's shares present at a meeting if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii) more
than 50% of a Fund'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-44
<PAGE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 4, 1999, 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 Funds. 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 FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
91,062,197 80.26%
SEI Trust Company
Attn: Jacqueline Esposito
680 East Swedesford Road
Wayne, PA 19087-1610
</TABLE>

INTERNATIONAL FIXED INCOME FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
39,254,906 79.82%
SEI Trust Company
Attn: Jacqueline Esposito
680 East Swedesford Road
Wayne, PA 19087-1610
</TABLE>

EMERGING MARKETS EQUITY FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
73,949,658 86.74%
SEI Trust Company
Attn: Jacqueline Esposito
680 East Swedesford Road
Wayne, PA 19087-1610
</TABLE>

EMERGING MARKETS DEBT FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS
- ----------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
22,821,217 91.44%
SEI Trust Company
Attn: Jacqueline Esposito
680 East Swedesford Road
Wayne, PA 19087-1610
</TABLE>

EXPERTS

The financial statements incorporated by reference into this Statement of
Additional Information have been incorporated by reference in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

CUSTODIAN

First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618,
Philadelphia, Pennsylvania 19101, acts as Custodian for the assets of the
International Equity Emerging Markets Equity, International Fixed Income and
Emerging Markets Debt Funds (the "Custodian"). The Custodian holds cash,
securities and other assets of the Trust as required by the 1940 Act.

S-45
<PAGE>
LEGAL COUNSEL

Morgan, Lewis & Bockius LLP serves as counsel to the Trust.

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended September 30,
1998, including notes thereto and the report of PricewaterhouseCoopers LLP
thereon, are herein incorporated by reference from the Trust's 1998 Annual
Report. A copy of the 1998 Annual Report must accompany the delivery of this
Statement of Additional Information.

S-46
<PAGE>
APPENDIX--DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S RATINGS DEFINITIONS

LONG TERM

<TABLE>
<S> <C>
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edged."
Interest payments are protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are protected by a large
or by 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.

Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together
with the Aaa group 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 risk
appear somewhat larger than the Aaa securities.

A 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 some time in the future.

Baa 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.

Ba 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.

B 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.

Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real investment
standing.
</TABLE>

STANDARD & POOR'S RATINGS DEFINITIONS

A Standard & Poor's corporate or municipal debt rating is a current
assessment of creditworthiness of an obligor with respect to a specific
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.

The debt rating is not a recommendation to purchase, sell or hold a
security, as it does not comment on market price or suitability for a particular
investor.

A-1
<PAGE>
The ratings are based, in varying degrees, on the following considerations:

(1) Likelihood of default. The rating assesses the obligor's capacity and
willingness as to timely payment of interest and repayment of principal
in accordance with the terms of the obligation.

(2) The obligation's nature and provisions.

(3) Protection afforded to, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under
bankruptcy laws and other laws affecting creditor's rights.

Likelihood of default is indicated by an issuer's senior debt rating. If
senior debt is not rated, an implied senior debt rating is determined.
Subordinated debt usually is rated lower than senior debt to better reflect
relative position of the obligation in bankruptcy. Unsecured debt, where
significant secured debt exists, is treated similarly to subordinated debt.

LONG-TERM

INVESTMENT GRADE

<TABLE>
<S> <C>
AAA Debt rated 'AAA' has the highest rating assigned by S&P. Capacity to pay interest
and repay principal is extremely strong.

AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and
differs from the highest rated debt only in small degree.

A Debt rated 'A' has a strong capacity to pay interest and repay principal, although
it is somewhat more susceptible to adverse effects of changes in circumstances and
economic conditions than debt in higher-rated categories.

BBB 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.
</TABLE>

SPECULATIVE GRADE

Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' 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 exposure to adverse conditions.

<TABLE>
<S> <C>
BB 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.

B Debt rate 'B' has greater vulnerability to default but presently has the capacity to
meet interest payments and principal repayments. Adverse business, financial, or
economic conditions would likely impair capacity or willingness to pay interest and
repay principal. The 'B' rating category also is used for debt subordinated to
senior debt that is assigned an actual or implied 'BB' or 'BB-' rating.
</TABLE>

A-2
<PAGE>
<TABLE>
<S> <C>
CCC Debt rated 'CCC' has a current identifiable vulnerability to default, and is
dependent on favorable business, financial and economic conditions to meet timely
payment of interest and repayment of principal. In the event of adverse business,
financial, or economic conditions, it is not likely to have the capacity to pay
interest and repay principal. The 'CCC' rating category also is used for debt
subordinated to senior debt that is assigned an actual or implied 'B' or 'B-'
rating.

CC The rating 'CC' is typically applied to debt subordinated to senior debt which is
assigned an actual or implied 'CCC' rating.

C The rating 'C' is typically applied to debt subordinated to senior debt which is
assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payment are continued.

CI Debt rated 'CI' is reserved for income bonds on which no interest is being paid.

D Debt is rated 'D' when the issue is in payment default, or the obligor has filed for
bankruptcy. The 'D' rating is used when interest or principal payments are not made
on the date due, even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period.
</TABLE>

Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

<TABLE>
<S> <C>
c The letter 'C' indicates that the holder's option to tender the security for
purchase may be canceled under certain prestated conditions enumerated in the tender
option documents.

p The letter 'p' indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project financed by the debt being rated
and indicates that payment of the debt service requirements is largely or entirely
dependent upon the successful timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the project,
makes no comment on the likelihood of, or the risk of default upon failure of such
completion. The investor should exercise his own judgement with respect to such
likelihood and risk.

L The letter 'L' indicates that the rating pertains to the principal amount of those
bonds to the extent that the underlying deposit collateral is federally insured, and
interest is adequately collateralized. In the case of certificates of deposit, the
letter 'L' indicates that the deposit, combined with other deposits being held in
the same right and capacity, will be honored for principal and pre-default interest
up to federal insurance limits within 30 days after closing of the insured
institution or, in the event that the deposit is assumed by a successor insured
institution, upon maturity.
</TABLE>

- ------------------------

*Continuance of the rating is contingent upon S&P's receipt of an executed copy
of the escrow agreement or closing documentation confirming investments and
cash flows.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.

If an issuer's actual or implied senior debt rating is 'AAA', its
subordinated or junior debt is rated 'AAA' or 'AA+'. If an issuer's actual or
implied senior debt rating is lower than 'AAA' but higher than 'BB+', its junior
debt is typically rated one designation lower than the senior debt ratings. For
example, if the senior debt rating is 'A', subordinated debt normally would be
rated 'A-'. If an issuer's actual or implied senior debt rating is 'BB+' or
lower, its subordinated debt is typically rated two designations lower than the
senior debt rating.

A-3
<PAGE>
NOTE: The term "investment grade" was originally used by various regulatory
bodies to connote obligations eligible for investment by institutions such as
banks, insurance companies, and savings and loan associations. Over time, this
term gained widespread usage throughout the investment community. Issues rated
in the four highest categories, 'AAA', 'AA', 'A', 'BBB', generally are
recognized as being investment grade. Debt 'BB' or below generally is referred
to as speculative grade. The term "junk bond" is merely a more irreverent
expression for this category of more risky debt. Neither term indicates which
securities S&P deems worthy of investment, as an investor with a particular risk
preference may appropriately invest in securities that are not investment grade.

FITCH INVESTOR SERVICES INC. RATINGS DEFINITIONS

LONG-TERM

<TABLE>
<S> <C>
AAA Bonds rated AAA are judged 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 greater than interest
requirements, with such stability of applicable earnings that safety is beyond
reasonable question whatever changes occur in conditions.

AA Bonds rated AA are judged 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.

A 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.

BBB Bonds rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered to
be adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.

BB 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.

B 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.

CCC Bonds have certain identifiable characteristics which, if not remedied, may lead to
default. The ability to meet obligations requires an advantageous business and
economic environment.

CC Bonds are minimally protected. Default in payment of interest and/or principal seems
probable over time.

C Bonds are in imminent default in payment of interest or principal.

DDD Bonds are in default on interest and/or principal payments. Such bonds are extremely
DD speculative and should be valued on the basis of their ultimate recovery value in
D liquidation or reorganization of the obligor. 'DDD' represents the lowest potential
for recovery on these bonds, and 'D' represents the lowest potential for recovery.
</TABLE>

A-4
<PAGE>
PLUS (+) MINUS (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the 'AAA', 'DDD', 'DD', or 'D' categories.

DUFF AND PHELPS, INC. RATINGS DEFINITIONS

<TABLE>
<S> <C>
AAA Highest credit quality. The risk factors are negligible, being only slightly more
than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest but may vary
AA- slightly from time to time because of economic conditions.

A+ Protection factors are average but adequate. However, risk factors are more variable
A- and greater in periods of economic stress.

BBB+ Below average protection factors but still considered sufficient for prudent
BBB- investment. Considerable variability in risk during economic cycles.

BB+ Below investment grade but deemed likely to meet obligations when due. Present or
BB prospective financial protection factors fluctuate according to industry conditions
BB- or company fortunes. Overall quality may move up or down frequently within this
category.

B+ Below investment grade and possessing risk that obligations will not be met when
B due. Financial protection factors will fluctuate widely according to economic
B- 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.

CCC Well below investment grade securities. Considerable uncertainty exists as to timely
payment of principal, interest or preferred dividends. Protection factors are narrow
and risk can be substantial with unfavorable economic/industry conditions, and/or
with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal and/or
interest payments.

DP Preferred stock with dividend arrearages.
</TABLE>

IBCA LIMITED RATINGS DEFINITIONS

<TABLE>
<S> <C>
AAA Obligations rated AAA 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.

AA Obligations for which there is a very low expectation of investment risk are rated
AA. 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.

A 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.

BBB 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.

BB 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.
</TABLE>

A-5
<PAGE>
<TABLE>
<S> <C>
B 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.

CCC Obligations for which there is a current perceived possibility of default. Timely
repayment of principal and interest is dependent on favorable business, economic or
financial conditions.

CC Obligations which are highly speculative or which have a high risk of default.

C Obligations which are currently in default.
</TABLE>

NOTES: "+" or "-" may be appended to a rating to denote relative status
within major rating categories.

Ratings of BB and below are assigned where it is considered that speculative
characteristics are present.

THOMSON BANKWATCH RATINGS DEFINITIONS

<TABLE>
<S> <C>
AAA Bonds rated AAA indicate that the ability to repay principal and interest on a
timely basis is very high.

AA 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.

A 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.

BBB 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.

BB 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.

B 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.

CCC Issues rated "CCC" clearly have a high likelihood of default, with little capacity
to address further adverse changes in financial circumstances.

CC "CC" is applied to issues that are subordinate to other obligations rated "CCC" and
are afforded less protection in the event of bankruptcy or reorganization.

D Default
</TABLE>

Ratings in the Long-Term Debt categories may include a plus (+) or minus (-)
designation, which indicates where within the respective category the issue is
placed.

A-6