<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2000
FILE NO. 33-22821
FILE NO. 811-5601
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 31 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 32 /X/
------------------------
SEI INSTITUTIONAL INTERNATIONAL TRUST
(formerly, "SEI International Trust")
(Exact name of registrant as specified in charter)
C/O CT CORPORATION
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734
EDWARD D. LOUGHLIN
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
COPIES TO:
<TABLE>
<S> <C>
Richard W. Grant, Esquire John H. Grady, Jr.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1701 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103
</TABLE>
------------------------
Title of Securities Being Registered................Units of Beneficial Interest
It is proposed that this filing become effective (check appropriate box)
<TABLE>
<C> <S>
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on [date] pursuant to paragraph (a)(1)
/X/ 75 days after filing pursuant to paragraph (a)(2)
/ / on [date] pursuant to paragraph (a)(2)
</TABLE>
If appropriate, check the following box:
<TABLE>
<C> <S>
/ / This post-effective Amendment designates a new effective
date for a previously filed Post-Effective Amendment.
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
SEI INSTITUTIONAL INTERNATIONAL TRUST
CLASS A SHARES
PROSPECTUS
SEPTEMBER 30, 2000
TAX-MANAGED INTERNATIONAL EQUITY FUND
INVESTMENT ADVISER:
SEI INVESTMENTS MANAGEMENT CORPORATION
[INVESTMENT SUB-ADVISERS:]
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
ABOUT 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 and financial institutions and their clients. This
prospectus gives you important information about the Class A Shares of the
Tax-Managed 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 RISK AND RETURN. FOR MORE DETAILED INFORMATION
ABOUT THE FUND, PLEASE SEE:
PAGE
PRINCIPAL INVESTMENT STRATEGIES AND RISKS,
PERFORMANCE INFORMATION AND EXPENSES.........................XXX
MORE INFORMATION ABOUT FUND INVESTMENTS..........................XXX
THE INVESTMENT ADVISER AND SUB-ADVISERS .........................XXX
PURCHASING AND SELLING FUND SHARES...............................XXX
DIVIDENDS AND DISTRIBUTIONS......................................XXX
TAXES............................................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT
SEI INSTITUTIONAL INTERNATIONAL TRUST........................Back Cover
GLOBAL ASSET ALLOCATION
The Tax-Managed International Equity Fund has its own distinct risk and reward
characteristics, investment objectives, policies and strategies. In addition to
managing the Fund, 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. The degree to which an
investor's portfolio is invested in the particular market segments and/or asset
classes represented by the Fund varies, as does the investment risk/return
potential represented by the Fund. The Fund may have extremely volatile returns.
Because of the historical lack of correlation among various asset classes, an
investment in a portfolio of the Fund 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.
Page 2 of 12
<PAGE>
In managing the Fund, 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 is the central
theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by
creating a portfolio that is diversified within each asset class. SIMC then
oversees a network of specialist managers who invest the assets of the Fund in
distinct segments of the market or class represented by the 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 Fund to ensure
that they do not deviate from their stated investment philosophy or process.
Page 3 of 12
<PAGE>
RISK/RETURN INFORMATION
The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.
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. For the
Tax-Managed International Equity Fund, SIMC and one or more Sub-Advisers manage
the Fund's assets in a way that they believe will help the Fund achieve its
goal. SIMC acts as "manager of managers" for the Fund, and attempts to ensure
that the Sub-Advisers 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 Advisers and
Sub-Advisers (the Advisers) make judgments about the securities 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 prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser 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 of a change in the value of a single security
will depend on how widely the Fund diversifies its holdings.
INTERNATIONAL INVESTING
Investing in issuers located 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 4 of 12
<PAGE>
TAX-MANAGED INTERNATIONAL EQUITY FUND
FUND SUMMARY
INVESTMENT GOAL Capital appreciation
SHARE PRICE VOLATILITY Medium to high
PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist
sub-advisers, the Fund minimizes the
current tax impact on shareholders by
buying and holding equity securities
of foreign companies with lower
dividend yields
INVESTMENT STRATEGY
The Tax-Managed 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.
Generally, the Sub-Advisers attempt to minimize taxes by using a "buy and hold"
strategy, but they will also utilize such techniques as investing in companies
that pay relatively low dividends; selling stocks with the highest tax cost
first; and offsetting losses against gains where possible. To protect against
loss of value during periods of market decline, the Sub-Advisers may use a
variety of hedging techniques, such as buying put options, selling index
futures, short selling "against the box" and entering into equity swaps. 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 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 developed international equity
securities may underperform other segments of the equity market or the equity
markets as a whole.
The Fund is managed to minimize tax consequences to investors, but will likely
earn taxable income and gains from time to time.
Page 5 of 12
<PAGE>
PERFORMANCE INFORMATION
As of September 30, 2000, the Fund had not commenced operations, and did not
have a performance history.
FUND FEES AND EXPENSES
THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY
AND HOLD FUND SHARES.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A SHARES
--------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees 0.51%
Distribution (12b-1) Fees None
Other Expenses 0.80%*
------
Total Annual Fund Operating Expenses 1.31%**
--------------------------------------------------------------------------------
</TABLE>
* Other expenses are based on estimated amounts for the current fiscal year.
** The Fund's total actual annual fund operating expenses for the current fiscal
year are expected to be less than the amount shown above because the Adviser is
voluntarily 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 these
waivers at any time. With these fee waivers, the Fund's actual total operating
expenses are expected to be as follows:
Tax-Managed International Equity Fund -- Class A Shares 1.28%
For more information about these fees, see "The 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 and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return, that Fund operating expenses remain the same, and
that you reinvest all dividends and distributions. 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
<S> <C> <C>
TAX-MANAGED INTERNATIONAL EQUITY FUND - CLASS A SHARES $133 $415
</TABLE>
Page 6 of 12
<PAGE>
MORE INFORMATION ABOUT FUND 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).
The investments and strategies described throughout 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-Advisers believe that the risk of loss outweighs the opportunity for
capital gains and higher income. Of course, there is no guarantee that the Fund
will achieve its investment goal.
INVESTMENT ADVISERS 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 SIMC and the 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, 1999, SIMC had approximately $53.4 billion in assets under
management. It is expected that SIMC will receive investment advisory fees,
after fee waivers, of X.XX% of the average daily net assets of the Fund.
SUB-ADVISERS AND PORTFOLIO MANAGERS
[ ]
PURCHASING AND SELLING FUND SHARES
This section tells you how to purchase and sell (sometimes called "redeem")
shares of the Fund.
The Fund offers 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, call 1-800-DIAL-SEI.
Page 7 of 12
<PAGE>
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 Fund's Transfer Agent (or their authorized agent). Institutions
and intermediaries that use certain SEI proprietary systems may place orders
electronically through those systems. Cash investments must be transmitted or
delivered in federal funds to the Fund's wire agent by the close of business on
the day after the order is placed. 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.
When you purchase or sell Fund shares through certain financial institutions
(rather than directly from the Fund), you may have to transmit your purchase and
sale requests to your financial institution at an earlier time for your
transaction to become effective that day. This allows your financial institution
time to process your requests and transmit them to the Fund.
Certain other intermediaries, including certain broker-dealers and shareholder
organizations, are authorized to accept purchase and redemption requests for
Fund shares. These requests are normally executed at the net asset value per
share (NAV), next determined after the intermediary receives the request. These
authorized intermediaries are responsible for transmitting requests and
delivering funds on a timely basis.
If you deal directly with a financial institution or financial intermediary, you
will have to follow the institution's or intermediary's procedures for
transacting with the Fund. For more information about how to purchase or sell
Fund shares through your financial institution, you should contact your
financial institution directly. Investors may be charged a fee for purchase
and/or redemption transactions effectuated through certain of these
broker-dealers or other financial intermediaries.
The price per share (the offering price) will be the NAV next determined after
the Fund receives your purchase order. The Fund's NAV is calculated 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 (or an authorized agent) 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 portfolio
securities at their 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 NAV. As a result, the
market value of the Fund's 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 the Fund with minimum subsequent investments of at least $1,000.
Page 8 of 12
<PAGE>
The Fund may accept investments of smaller amounts at its discretion.
HOW TO SELL YOUR FUND SHARES
If you hold Class A Shares, you may sell your shares on any Business Day by
following the procedures established when you opened your 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. Your financial institution or intermediary may charge a fee
for its services. The sale price of each share will be the next NAV determined
after the Fund (or their authorized intermediary) receives your request.
RECEIVING YOUR MONEY
Normally, the Fund will make payment on your sale on the Business Day following
the day on which they receive your request, but it may take up to seven days.
Your proceeds will be wired to your bank account.
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 of your shares as with any redemption.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
The Fund may suspend your right to sell your shares if the New York Stock
Exchange restricts trading, the SEC declares an emergency or for other reasons.
More information about this is in the SAI.
TELEPHONE TRANSACTIONS
Purchasing and selling Fund shares over the telephone is extremely convenient,
but not without risk. Although the Fund has certain safeguards and procedures to
confirm the identity of callers and the authenticity of instructions, the Fund
is not responsible for any losses or costs incurred by following telephone
instructions we reasonably believe to be genuine. If you or your financial
institution 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. SIDCo. receives no compensation for distributing the Fund's shares.
For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, may be up to 0.25%.
Page 9 of 12
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Fund distributes its investment income periodically as a dividend to
shareholders. It is the policy of the Fund to pay dividends periodically (at
least once annually). The Fund makes distributions of capital gains, if any, at
least annually.
You will receive dividends and distributions in cash unless otherwise stated.
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. Income distributions are
generally taxable at ordinary income tax rates. Capital gains distributions are
generally taxable at the rates applicable to long-term capital gains. EACH SALE
OF FUND SHARES IS A TAXABLE EVENT.
Some foreign governments levy withholding taxes against dividend and interest
income. Although in some countries a portion of these taxes is recoverable, the
non-recovered portion will reduce the income received from the securities
comprising the portfolios of the Fund.
The Fund uses a tax management technique known as "highest in, first out." Using
this technique, 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.
The Fund may be able to pass along a tax credit for foreign income taxes they
pay. The Fund will notify you if they give you the credit.
MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI.
Page 10 of 12
<PAGE>
SEI INSTITUTIONAL INTERNATIONAL TRUST
INVESTMENT ADVISERS
SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
More information about the Fund is available without charge through the
following:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI dated September 30, 2000, includes detailed information about the
Tax-Managed International Equity Fund of the 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 typically list the Fund's holdings and contain information from
the Fund's managers about fund strategies and market conditions and trends. The
reports also contain detailed financial information about the Fund.
TO OBTAIN MORE INFORMATION:
BY TELEPHONE: Call 1-800-DIAL-SEI
BY MAIL: Write to the Fund at:
One Freedom Valley Drive
Oaks, PA 19456
BY INTERNET: http://www.seic.com
Page 11 of 12
<PAGE>
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 EDGAR Database on 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 on the operation of the Public Reference Room, call
1-202-942-8090). 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 20549-0102. You may also obtain this
information, upon payment of a duplicating fee, by e-mailing the SEC at the
following address: [email protected].
The SEI Institutional International Trust's Investment Company Act registration
number is 811-5601.
Page 12 of 12
<PAGE>
SEI INSTITUTIONAL INTERNATIONAL TRUST
Administrator:
SEI Investments Fund Management
Distributor:
SEI Investments Distribution Co.
Investment Advisers and Sub-Advisers:
SEI Investments Management Corporation
[ ]
This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of the
Tax Managed International Equity Fund (the "Fund") of SEI Institutional
International Trust (the "Trust"), and should be read in conjunction with the
Fund's Prospectuses dated September 30, 2000. The Prospectus 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-3
Description of Ratings...................................... S-20
Investment Limitations...................................... S-21
Non-Fundamental Policies.................................... S-22
The Administrator........................................... S-22
The Advisers and Sub-Advisers............................... S-23
Distribution and Shareholder Servicing...................... S-24
Trustees and Officers of the Trust.......................... S-24
Performance................................................. S-27
Purchase and Redemption of Shares........................... S-27
Taxes....................................................... S-29
Portfolio Transactions...................................... S-30
Description of Shares....................................... S-32
Limitation of Trustees' Liability........................... S-32
Code of Ethics.............................................. S-32
Voting...................................................... S-32
Shareholder Liability....................................... S-32
Control Persons and Principal Holders of Securities......... S-33
Experts..................................................... S-33
Custodian................................................... S-33
Legal Counsel............................................... S-33
September 30, 2000
</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.
This Statement of Additional Information relates to the Class A Shares
offered by the Fund.
INVESTMENT OBJECTIVES AND POLICIES
The 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. The Fund may also invest, to
a limited extent, in securities of issuers located in emerging market countries.
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.
The Fund is designed for long-term taxable investors, including high net
worth individuals. While the Fund seeks to minimize taxes associated with the
Fund's investment income and realized capital gains, the Fund is very likely to
have taxable investment income and will likely realize taxable gains from time
to time.
The Fund seeks to achieve favorable after-tax returns for its shareholders
in part by minimizing the taxes they incur in connection with the Fund's
realization of investment income and capital gains. Taxable
S-2
<PAGE>
investment income will be minimized by investing primarily in lower yielding
securities. If this strategy is carried out, the Fund can be expected to
distribute relatively low levels of taxable investment income.
Realized capital gains will be minimized in part by investing primarily in
established companies with the expectation of holding these securities for a
period of years. The Fund's advisers will generally seek to avoid realizing
short-term capital gains, thereby minimizing portfolio turnover. When a decision
is made to sell a particular appreciated security, the Portfolio will attempt to
select for sale those share lots with holding periods sufficient to qualify for
long-term capital gains treatment and among those, the share lots with the
highest cost basis. The Fund may, when prudent, sell securities to realize
capital losses that can be used to effect realized capital gains.
To protect against price declines affecting securities with large unrealized
gains, the Fund may use hedging techniques such as the purchase of put options,
short sales "against the box," the sale of stock index futures contracts, and
equity swaps. By using these techniques rather than selling such securities, the
Fund will attempt to reduce its exposure to price declines without realizing
substantial capital gains under the current tax law. Although the Fund may
utilize certain hedging strategies in lieu of selling appreciated securities,
the Fund's exposure to losses during stock market declines may nonetheless be
higher than that of other funds that do not follow a general policy of avoiding
sales of highly-appreciated securities.
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
AMERICAN DEPOSITORY RECEIPTS, CONTINENTAL DEPOSITARY RECEIPTS, EUROPEAN
DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY RECEIPTS--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 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
S-3
<PAGE>
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.
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.
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
S-4
<PAGE>
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 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-LINKED WARRANTS--Equity linked warrants provide a way for investors
to access markets where entry is difficult and time consuming due to regulation.
Typically, a broker issues warrants to an investor and then purchases shares in
the local market and issues a call warrant hedged on the underlying holding. If
the investor exercises his call and closes his position the shares are sold and
the warrant redeemed with the proceeds.
Each warrant represents one share of the underlying stock, therefore, the
price, performance and liquidity of the warrant are all directly linked to the
underlying stock. The warrants can be redeemed for 100% of the value of the
underlying stock (less transaction costs). Being American style warrants, they
can be exercised at any time. The warrants are U.S. dollar denominated and
priced daily on several international stock exchanges.
There are risks associated with equity-linked warrants: The investor will
bear the full counterparty risk to the issuing broker, (but the sub-advisers can
mitigate this by only purchasing from issuers with the highest credit rating (AA
or better)). They also have a longer settlement period because they go through
the same registration process as the underlying shares (about three weeks) and
during this time the shares cannot be sold. There is currently no active trading
market for equity-linked warrants. Certain issuers of such warrants may be
deemed to be "investment companies" as defined in the Investment Company Act of
1940, as amended (the "1940 Act"). As a result, the Fund's investment in such
warrants may be limited by certain investment restrictions contained in the 1940
Act.
S-5
<PAGE>
The International Equity, Emerging Markets Equity and International Fixed
Income Funds each may invest in equity-linked warrants.
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. A
significant percentage 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 ongoing transition to the euro is likely
to have a significant impact on fiscal and 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
S-6
<PAGE>
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.
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
S-7
<PAGE>
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. 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
S-8
<PAGE>
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.
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.
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--Lower rated securities (commonly referred to as
"junk bonds" or high-yield/high-risk 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,
S-9
<PAGE>
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 severely 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.
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
S-10
<PAGE>
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
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.
S-11
<PAGE>
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 GNMA, Fannie Mae and the 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.
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 of 1986, as amended (the "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.
S-12
<PAGE>
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.
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--The 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.
The 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 the 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.
The 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. The 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.
S-13
<PAGE>
The 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. The Fund will write only "covered" call options. When the 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 the 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 the Fund is the writer is exercised, 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, the 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 the Fund to enter into
closing transactions depends upon the existence of a liquid secondary market for
such transactions.
The 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
S-14
<PAGE>
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 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. The 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 Fund 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. The Fund will have actual or constructive possession
of the security or collateral for the repurchase agreement. Repurchase
agreements entered into by the Fund 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, the 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. Additionally, a
Fund may purchase restricted securities in excess of the Fund's limitation on
investments in illiquid securities if the Adviser or Sub-Adviser determines that
such restricted securities are liquid. 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--The Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the 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. The 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 the Fund may decline below the price at which
S-15
<PAGE>
it is obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by the Fund under the 1940 Act.
SECURITIES LENDING--In order to generate additional income, the 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 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. The Fund 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 the Fund.
The 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, the 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. The Fund may have limited recourse in the event of default on such
debt instruments.
SHORT SALES--A short sale involves the sale by the Fund of a security which
it does not own. The 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.
S-16
<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, the 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 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-17
<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-18
<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.
One form of when-issued or delayed-delivery security that a Fund may
purchase is a TBA mortgage-backed security. A TBA mortgage-backed security
transaction arises when a mortgage-backed security, such as a GNMA pass-through
security, is purchased or sold with specific pools that will constitute that
GNMA pass-through security to be announced on a future settlement date.
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 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 TRANSITION--The Funds and their service providers do not appear to
have been adversely affected by computer problems related to the transition to
the year 2000. However, there remains a risk that such problems could arise or
be discovered in the future. Year 2000 related problems also may negatively
affect issuers whose securities the Funds purchase, which could have an impact
on the value of your investment.
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
to dispose of its portfolio securities under disadvantageous circumstances to
generate cash, or may have to
S-19
<PAGE>
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 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 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 AAA, the highest rating category established by Fitch 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-20
<PAGE>
INVESTMENT LIMITATIONS
The Fund may not:
1. With respect to 75% of its total assets, (i) purchase securities of any
issuer (except securities issued or guaranteed by the United States
Government, its agencies or instrumentalities) if, as a result, more than 5%
of its total assets would be invested in the securities of such issuer; or
(ii) acquire more than 10% of the outstanding voting securities of any one
issuer.
2. Purchase any securities which would cause more than 25% of its total assets
to be invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that this
limitation does not apply to investments in securities issued or guaranteed
by the United States Government, its agencies or instrumentalities.
3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate 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 REITs),
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 1940 Act), except as permitted by
rule, regulation or order of the SEC.
For purposes of the industry concentration limitations discussed above,
these definitions apply: (i) utility companies will be divided according to
their services, for example, gas, gas transmission, electric and telephone will
each be considered a separate industry; (ii) financial service companies will 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.
S-21
<PAGE>
NON-FUNDAMENTAL POLICIES
The following investment limitations are non-fundamental policies and may be
changed without shareholder approval.
The Fund 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 the 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 foregoing percentages will apply at the time of the purchase of a
security and shall not be violated unless an excess or deficiency occurs,
immediately after or as a result of a purchase of such security.
THE ADMINISTRATOR
The Trust and SEI Investments Fund Management ("SEI Management" or the
"Administrator") have entered into a Administration Agreement (the
"Administration Agreement"). The Administration Agreement provides that the
Administrator 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
Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard of its duties and
obligations thereunder.
The continuance of the Administration Agreement must be specifically
approved at least annually (i) by the vote of a majority of the Trustees or by
the vote of a majority of the outstanding voting securities of the portfolios of
the Trust, and (ii) by the vote of a majority of the Trustees of the Trust who
are not parties to the Administration 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 Administration
Agreement is terminable at any time without penalty by the Trustees of the
Trust, by a vote of a majority of the outstanding shares of the portfolios of
the Trust or by the Administrator 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 Administrator, 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
Administrator. SEI Investments and its subsidiaries and affiliates, including
the Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers. The Administrator and
its affiliates also serve as
S-22
<PAGE>
administrator or sub-administrator to the following other mutual funds: The
Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select Funds,
Amerindo Funds Inc., The Arbor Fund, ARK Funds, Armada Funds, The Armada
Advantage Fund, Bishop Street Funds, Boston 1784-Registered Trademark- Funds,
CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc.,
First American Investment Funds, Inc., First American Strategy Funds, Inc.,
Friends Ivory Funds, HighMark Funds, Huntington Funds, Huntington VA Funds, The
Nevis Fund, Inc., Oak Associates Funds, The Parkstone Group of Funds, The
PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, 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, TIP Funds,
UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II.
If operating expenses of any portfolio exceed applicable limitations, the
Administrator will pay such excess. The Administrator 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
Code. The term "expenses" is defined in such laws or regulations, and generally
excludes brokerage commissions, distribution expenses, taxes, interest and
extraordinary expenses.
THE ADVISERS AND SUB-ADVISERS
SEI INVESTMENTS MANAGEMENT CORPORATION
SEI Investments Management Corporation ("SIMC" or the "Adviser") serves as
the investment adviser for the Fund. 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 and its affiliates currently serve as adviser or administrator to
more than 50 investment companies, including more than 460 portfolios, which
investment companies had more than $225 billion in assets under management as of
October 31, 1999.
In its role as the investment adviser to the Fund, SIMC operates as a
"manager of managers." As adviser, SIMC oversees the investment advisory
services provided to the Fund and manages the cash portion of the Fund's 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 Fund. 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 Fund's assets among sub-advisers, monitors and evaluates sub-adviser
performance, and oversees sub-adviser compliance with the Fund's investment
objectives, policies and restrictions. SIMC HAS THE ULTIMATE RESPONSIBILITY FOR
THE INVESTMENT PERFORMANCE OF THE FUND'S 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 [ ]% of the Fund's average daily
net assets.
THE SUB-ADVISERS
[ ]
S-23
<PAGE>
DISTRIBUTION AND SHAREHOLDER SERVICING
The Trust has also adopted a shareholder servicing plan for the Fund's
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 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.
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 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, Armada Funds, the Armada Advantage Fund,
Bishop Street Funds, CNI Charter Funds, CUFUND, The Expedition Funds, First
American Funds, First American Investment Funds, Inc., First American Strategy
Funds, Inc., HighMark Funds, Inc., Huntington Funds, Huntington VA Funds, The
Nevis Funds, Inc., Oak Associates Funds, First American Investment Funds, Inc.,
First American Strategy Funds, Inc., Friends Ivory Funds, Highmark Funds, The
PBHG 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, TIP Funds, UAM Funds Trust, UAM Funds, Inc. and
UAM Funds, Inc. II, each of which is an open-end management investment company
managed by SEI Investments Fund Management or its affiliates and 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 SIMC, the Administrator and
the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, Bishop Street Funds, The Expedition Funds, Pillar Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Insurance Products 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, SIMC, the Administrator and the Distributor. Director of SEI
Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The
Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Insurance Products 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.
S-24
<PAGE>
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 International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Insurance Products 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,
September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, The Expedition Funds, SEI Asset Allocation Trust, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products
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
The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
ROSEMARIE B. GRECO (DOB 03/31/46)--Trustee**--Principal, Grecoventures
(consulting firm) since August 1997. President, Corestates Financial Corp.,
1991-1997; Chief Executive Officer and President, Corestates Bank, N.A.,
1991-1997; Director, Sonoco, Inc.; Director, PECO Energy; Director,
Radian, Inc.; Trustee, Pennsylvania Real Estate Investment Trust; Director,
Cardone Industries, Inc.; Director, Genuardi Markets Inc.; Director,
PRWT Comserve, Inc. Trustee of SEI Asset Allocation Trust, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products
Trust, SEI Liquid Asset 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 since 1993. Executive Vice President of SIMC and the
Administrator since 1994. Senior Vice President of the Distributor, 1986-1991;
Vice President of the Distributor, 1981-1986.
TIMOTHY D. BARTO (DOB 03/28/68)--Vice President and Assistant
Secretary--Employed by SEI Investments since October 1999. Vice President and
Assistant Secretary of SIMC, the Administrator and Distributor since December
1999. Associate at Dechert Price & Rhoads (1997-1999). Associate at Richter,
Miller & Finn (1994-1997).
TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Senior Vice President and Assistant Secretary of SEI Investments,
General Counsel and Secretary of SIMC, the Administrator and the Distributor
since 2000. 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 SEI Investments since January 1998. Vice
President and Secretary of SIMC, the Administrator and Distributor since May
1999. 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 SEI Investments, SIMC, 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 since 1997; Vice President of SEI
Investments since 1991. Vice President and Treasurer of SIMC and the
Administrator since 1997. Assistant Controller of SEI Investments and Vice
President of the Distributor since 1995. Director of Taxes of SEI Investments,
1987-1991. Tax Manager, Arthur Andersen LLP prior to 1987.
S-25
<PAGE>
ROBERT LUDWIG (DOB / / )--Vice President and Assistant Secretary [BIO].
CHRISTINE M. MCCULLOUGH (DOB 12/05/60)--Vice President and Assistant
Secretary--Employed by SEI Investments since November 1, 1999. Vice President
and Assistant Secretary of SIMC, the Administrator and Distributor since
December 1999. Associate at White and Williams LLP, 1991-1999. Associate at
Montgomery, Walker and Rhoads, 1990-1991.
CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the SEI Investments, SIMC,
the Administrator 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, January 1995-August 1997.
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, SIMC, the Administrator and the Distributor.
MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial
Officer--President of the Administrator and Senior Vice President of SEI
Investments Mutual Funds Services Operations Group since 1998. Vice President of
the Administrator and Vice President of Fund Accounting and Administration of
SEI Investments Mutual Funds Services, 1996-1998. Vice President of the
Distributor since December 1997, Senior Vice President, Fund Administration,
BISYS Fund Services, September 1995-November 1996. Senior Vice President and
Site Manager, Fidelity Investments 1981-September 1995.
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, 1999, the Trust paid the following amounts to the
Trustees.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR TOTAL COMPENSATION FROM
COMPENSATION RETIREMENT BENEFITS ESTIMATED ANNUAL REGISTRANT AND FUND COMPLEX
FROM REGISTRANT ACCRUED AS PART OF BENEFITS UPON PAID TO TRUSTEES FOR FYE
NAME OF PERSON AND POSITION FOR FYE 9/30/99 FUND EXPENSES RETIREMENT 9/30/99
--------------------------- ----------------- ------------------- ---------------- -------------------------------
<S> <C> <C> <C> <C>
Robert A. Nesher,
Trustee*.................. $ 0 $0 $0 $0 for services on 9 boards
William M. Doran,
Trustee*.................. $ 0 $0 $0 $0 for services on 9 boards
F. Wendell Gooch,
Trustee**................. $14,103 $0 $0 $108,250 for services on
9 boards
[Rosemarie B. Greco,
Trustee**+................ $ 0 $0 $0 [ ]]
Frank M. Morris,
Trustee***................ $ 3,364 $0 $0 $25,750 for services on
9 boards
James M. Storey,
Trustee**................. $14,103 $0 $0 $108,250 for services on
9 boards
George J. Sullivan,
Trustee**................. $14,103 $0 $0 $108,250 for services on
9 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 the
Fund. 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
------------------------
[+Ms. Greco was not a member of the Board of Trustees during the fiscal year
ended September 30, 1999 and, as such, received no compensation from the
Trust.]
*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, Sullivan and Ms. Greco serve as members of the Audit
Committee of the Trust.
***Mr. Morris retired on December 31, 1998.
S-26
<PAGE>
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.
The Fund 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. The 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 the Fund may tend to be higher
than a like computation made by a 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 the Fund
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the 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 the 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.
S-27
<PAGE>
SEI Management will not accept securities for the 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
the 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 the Fund 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 the 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 the 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 the Fund may obtain asset allocation services from
the Adviser and other financial intermediaries with respect to their investments
in the Fund if a sufficient amount of the 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 Fund, it may face conflicts of interest in
fulfilling its responsibilities because of the possible differences between the
interests of its asset allocation clients and the interest of the Fund.
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.
S-28
<PAGE>
In order to qualify for treatment as a regulated investment company ("RIC")
under the Code, the 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 requirements. Among these requirements are the
following: (i) at least 90% of the 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 the 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 the 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 the 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 the Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital
gain, the 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.
The Fund intends to make sufficient distributions to avoid liability for the
federal excise tax applicable to RICs.
If the Fund's distributions exceed its taxable income and capital gains
realized during a taxable year, all or a portion of the distributions made in
the same taxable year may be recharacterized as a return of capital to
shareholders. A return of capital distribution will generally not be taxable,
but will reduce each shareholder's cost basis in the Fund and result in a higher
reported capital gain or lower reported capital loss when those shares on which
the distribution was received are sold.
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. These rules could affect whether gains and
losses recognized by the Fund are treated as ordinary income or capital gain,
accelerate the recognition of income to the Fund and/or defer the Funds ability
to recognize losses. In turn, those rules may affect the amount, timing or
character of the income distributed to you by the Fund. Income from foreign
currencies, and income from transactions in forward contracts that are directly
related to the Fund's business of investing in securities or foreign currencies,
will qualify as permissible income under the Income Requirement.
Any gain or loss recognized on a sale, exchange or redemption of shares of
the 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.
If the Fund fails to qualify as a RIC for any year, all of its taxable
income will be subject to tax at regular corporate rates without any deduction
for distributions to shareholders, and its distributions (including capital
gains distributions) generally will be taxable as ordinary income dividends to
its shareholders, subject to the dividends received deduction for corporate
shareholders. The board reserves the right not to maintain the qualification of
the Fund as a regulated investment company if it determines such course of
action to be beneficial to shareholders.
Because the Fund's income is derived primarily from investments in foreign
rather than domestic U.S. securities, no portion of its distributions will
generally be eligible for the dividends-received deduction.
The 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.
Non-U.S. investors in a Fund may be subject to U.S. withholding and estate
tax and are encouraged to consult their tax advisor prior to investing in a
Fund.
STATE TAXES
The Fund is not liable for any income or franchise tax in Massachusetts if
it qualifies as a RIC for federal income tax purposes. Rules of state and local
taxation of dividend and capital gains distributions from RICs often differ from
the rules for federal income taxation described above. Depending upon state and
local law, distributions by the Fund to shareholders and the ownership of shares
may be subject to
S-29
<PAGE>
state and local taxes. Shareholders are urged to consult their tax advisors
regarding the state and local tax consequences of investments in the Fund.
FOREIGN TAXES
Dividends and interest received by the Fund may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on the 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 the Fund's total assets at the close of its taxable year
consists of stock or securities of foreign corporations, the 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 the Fund. Pursuant to the election, the 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 the 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.
It is expected that the Fund 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 the 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
S-30
<PAGE>
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.
The money market securities in which the 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 the Fund will primarily consist of dealer spreads and
underwriting commissions.
In connection with transactions effected for the Fund operating within the
"manager of managers" structure, SIMC and the various firms that serve as
sub-advisers to the Fund, in the exercise of joint investment discretion over
the assets of the Fund, may direct a substantial portion of the 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.
Consistent with their duty to obtain best execution, Sub-Advisers may
allocate brokerage or principal business to certain broker-dealers in
recognition of the sale of Fund shares. In addition, the Fund's adviser or
sub-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 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.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Fund, each of which represents an equal proportionate interest in
the Fund. Each share upon liquidation entitles a shareholder to a PRO RATA share
in the net assets of the 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-31
<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.
CODE OF ETHICS
The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act. In addition, the Investment Adviser,
Sub-Advisers, and Distributor have adopted Codes of Ethics pursuant to Rule
17j-1. These Codes of Ethics apply to the personal investing activities of
trustees, officers and certain employees ("access persons"). Rule 17j-1 and the
Codes are designed to prevent unlawful practices in connection with the purchase
or sale of securities by access persons. Under each Code of Ethics, access
persons are permitted to engage in personal securities transactions, but are
required to report their personal securities transactions for monitoring
purposes. In addition, certain access persons are required to obtain approval
before investing in initial public offerings or private placements. Copies of
these Codes of Ethics are on file with the SEC and are available to the public.
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 prospectus or Statement of Additional Information for the Fund
states 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 the 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 the 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-32
<PAGE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of , 2000, 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 Fund. 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.
EXPERTS
[ ] LLP serves as the independent accountants for the Fund in
reliance upon the authority of said firm as experts in auditing and accounting
and in giving said report.
CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, serve as Custodian for the assets of the Fund (the
"Custodian"). The Custodian holds cash, securities and other assets of the Trust
as required by the 1940 Act. First Union National Bank, Broad and Chestnut
Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of
the Trust's assets.
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
S-33
<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 IBCA RATINGS DEFINITIONS
INVESTMENT GRADE
<TABLE>
<S> <C>
AAA Highest credit quality. 'AAA' ratings denote the lowest
expectation of credit risk. They are assigned only in case
of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.
AA Very high credit quality. 'AA' ratings denote a very low
expectation of credit risk. They indicate very strong
capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable
events.
A High credit quality. 'A' ratings denote a low expectation of
credit risk. The capacity for timely payment of financial
commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to changes in circumstances
or in economic conditions than is the case for higher
ratings.
BBB Good credit quality. 'BBB' ratings indicate that there is
currently a low expectation of credit risk. The capacity for
timely payment of financial commitments is considered
adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity.
This is the lowest investment-grade category.
SPECULATIVE GRADE
BB Speculative. 'BB' ratings indicate that there is a
possibility of credit risk developing, particularly as the
result of adverse economic change over time; however,
business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this
category are not investment grade.
B Highly speculative. 'B' ratings indicate that significant
credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met;
however, capacity for continued payment is contingent upon a
sustained, favorable business and economic environment.
CCC High default risk. Default is a real possibility. Capacity
CC for meeting financial commitments is solely reliant upon
C sustained, favorable business or economic developments. A
'CC' rating indicates that default of some kind appears
probable. 'C' ratings signal imminent default.
DDD Default. The ratings of obligations in this category are
DD based on their prospects for achieving partial or full
D recovery in a reorganization or liquidation of the obligor.
While expected recovery values are highly speculative and
cannot be estimated with any precision, the following serve
as general guidelines. 'DDD' obligations have the highest
potential for recovery, around 90%-100% of outstanding
amounts and accrued interest. 'DD' indicates potential
recoveries in the range of 50%-90%, and 'D' the lowest
recovery potential, i.e., below 50%.
</TABLE>
A-4
<PAGE>
<TABLE>
<S> <C>
Entities rated in this category have defaulted on some or
all of their obligations. Entities rated 'DDD' have the
highest prospect for resumption of performance or continued
operation with or without a formal reorganization process.
Entities rated 'DD' and 'D' are generally undergoing a
formal reorganization or liquidation process; those rated
'DD' are likely to satisfy a higher portion of their
outstanding obligations, while entities rated 'D' have a
poor prospect for repaying all obligations.
Notes to Long-term and Short-term ratings: "+" or "-" may be
appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the 'AAA'
long-term rating category, to categories below 'CCC', or to
short-term ratings other than 'F1'.
'NR' indicates that Fitch IBCA does not rate the issuer or
issue in question.
'Withdrawn': A rating is withdrawn when Fitch IBCA deems the
amount of information available to be inadequate for rating
purposes, or when an obligation matures, is called, or
refinanced.
RatingAlert: Ratings are placed on RatingAlert to notify
investors that there is a reasonable probability of a rating
change and the likely direction of such change. These are
designated as "Positive", indicating a potential upgrade,
"Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. RatingAlert is
typically resolved over a relatively short period.
</TABLE>
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
AA- modest but may vary slightly from time to time because of
economic conditions.
A+ Protection factors are average but adequate. However, risk
A- factors are more variable and greater in periods of economic
stress.
BBB+ Below average protection factors but still considered
BBB- sufficient for prudent investment. Considerable variability
in risk during economic cycles.
BB+ Below investment grade but deemed likely to meet obligations
BB when due. Present or prospective financial protection
BB- factors fluctuate according to industry conditions or
company fortunes. Overall quality may move up or down
frequently within this category.
B+ Below investment grade and possessing risk that obligations
B will not be met when due. Financial protection factors will
B- fluctuate widely according to economic cycles, industry
conditions and/or company fortunes. Potential exists for
frequent changes in the rating within this category or into
a higher or lower rating grade.
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>
A-5
<PAGE>
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
<PAGE>
PART C: OTHER INFORMATION
Item 23. EXHIBITS:
<TABLE>
<S> <C>
(a) Agreement and Declaration of Trust dated June 28, 1988 as
originally filed with Registrant's Registration Statement
on Form N-1A (File No. 33-22821) filed with the Securities
and Exchange Commission ("SEC") on June 30, 1988, is
incorporated herein by reference to Exhibit 1 of
Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
(b)(1) By-Laws as originally filed with Registrant's Registration
Statement on Form N-1A (File No. 33-22821) filed with the
SEC on June 30, 1988, are incorporated herein by reference
to Exhibit 2 of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
(b)(2) Amended By-Laws are incorporated herein by reference to
Exhibit 2(a) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
(c) Not Applicable
(d)(1) Investment Advisory Agreement between Registrant and Brinson
Partners, Inc. dated June 5, 1991 as originally filed as
Exhibit (5)(b) to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on May 16, 1991, is
incorporated herein by reference to Exhibit 5(a) of
Post-Effective Amendment No. 22, filed with the SEC on
April 8, 1997.
(d)(2) Investment Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated June 15, 1993 as
originally filed as Exhibit (5)(c) to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
March 31, 1993, is incorporated herein by reference to
Exhibit 5(b) of Post-Effective Amendment No. 23, filed
with the SEC on June 23, 1997.
(d)(3) Investment Advisory Agreement between Registrant and Morgan
Grenfell Investment Services Ltd. dated April 25, 1994 as
originally filed as Exhibit (5)(e) to Post-Effective
Amendment No. 16 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
May 2, 1994, is incorporated herein by reference to
Exhibit 5(c) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
(d)(4) Investment Advisory Agreement between Registrant and
Schroder Capital Management International Limited dated
April 25, 1994 as originally filed as Exhibit (5)(f) to
Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on May 2, 1994, is incorporated herein
by reference to Exhibit 5(d) of Post-Effective Amendment
No. 22, filed with the SEC on April 8, 1997.
(d)(5) Investment Advisory Agreement between Registrant and SEI
Investments Management Corporation ("SIMC") dated
December 16, 1994 incorporated herein by reference to
Exhibit 5(e) of Post-Effective Amendment No. 25 and to
Exhibit (5)(g) of Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 28, 1995.
(d)(6) Investment Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated April 25, 1994, as
previously filed as Exhibit (5)(h) to Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 28, 1995, is incorporated herein by reference to
Exhibit 5(f) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(d)(7) Investment Sub-Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd. dated March 25,
1996, previously filed as Exhibit (5)(i) to Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
For N-1A (File No. 33-22821), filed with the SEC on
April 28, 1995, is incorporated herein by reference to
Exhibit 5(g) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
(d)(8) Investment Sub-Advisory Agreement between Registrant and
Schroder Capital Management International Limited dated
December 14, 1995 previously filed as Exhibit (5)(j) to
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995, is incorporated
herein by reference to Exhibit 5(h) of Post-Effective
Amendment No. 22, filed with the SEC on April 8, 1997.
(d)(9) Investment Sub-Advisory Agreement between Registrant and
Montgomery Asset Management, LLC dated December 21, 1994
incorporated herein by reference to Exhibit 5(i) of
Post-Effective Amendment No. 25 and to Exhibit (5)(k) of
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995.
(d)(10) Investment Sub-Advisory Agreement between Registrant and
Acadian Asset Management, Inc. dated December 16, 1994
incorporated herein by reference to Exhibit 5(j) of
Post-Effective Amendment No. 25 and to Exhibit (5)(l) of
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995.
(d)(11) Investment Sub-Advisory Agreement between Registrant and
WorldInvest Limited dated December 16, 1994 incorporated
herein by reference to Exhibit 5(k) of Post-Effective
Amendment No. 25 and to Exhibit (5)(m) of Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 28, 1995.
(d)(12) Investment Sub-Advisory Agreement between SIMC and Schroder
Capital Management International Limited incorporated
herein by reference to Exhibit 5(l) of Post-Effective
Amendment No. 25 and to Exhibit (5)(n) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 25, 1996.
(d)(13) Investment Sub-Advisory Agreement between SIMC and Morgan
Grenfell Investment Services Limited incorporated herein
by reference to Exhibit 5(m) of Post-Effective Amendment
No. 25 and to Exhibit (5)(o) of Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the
SEC on April 25, 1996.
(d)(14) Investment Sub-Advisory Agreement between SIMC and
Coronation Asset Management (Proprietary) Limited dated
September 30, 1996 is incorporated herein by reference to
Exhibit 5(n) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
(d)(15) Investment Sub-Advisory Agreement between SIMC and
Parametric Portfolio Associates dated September 11, 1996
is incorporated herein by reference to Exhibit 5(o) of
Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(d)(16) Investment Sub-Advisory Agreement between SIMC and Farrell
Wako Global Investment Management, Inc. dated June 14,
1996 is incorporated herein by reference to Exhibit 5(p)
of Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
(d)(17) Investment Sub-Advisory Agreement between SIMC and Lazard
London International Investment Management Limited dated
December 30, 1996 is incorporated herein by reference to
Exhibit 5(q) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
(d)(18) Investment Sub-Advisory Agreement between SIMC and Seligman
Henderson Co. dated June 14, 1996 is incorporated herein
by reference to Exhibit 5(r) of Post-Effective Amendment
No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on April
8, 1997.
(d)(19) Investment Sub-Advisory Agreement between SIMC and SG
Pacific Asset Management Inc. and SGY Asset Management
(Singapore) Limited (formerly "Yamaichi Capital
Management/Yamaichi Capital Management (Singapore)
Limited") dated June 14, 1996 is incorporated herein by
reference to Exhibit 5(s) of Post-Effective Amendment
No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on April
8, 1997.
(d)(20) Investment Sub-Advisory Agreement between Registrant and
Acadian Asset Management, Inc. dated November 7, 1994 is
incorporated herein by reference to Exhibit 5(t) of
Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
(d)(21) Investment Advisory Agreement between Registrant and World
Invest Limited dated November 7, 1994 is incorporated
herein by reference to Exhibit 5(u) of Post-Effective
Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on April
8, 1997.
(d)(22) Investment Sub-Advisory Agreement between SIMC and Credit
Suisse Asset Management dated December 15, 1997 is
incorporated by reference to Exhibit 5(v) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on June 29, 1998.
(d)(23) Investment Sub-Advisory Agreement between SIMC and
Montgomery Asset Management, LLC dated July 31, 1997 is
incorporated by reference to Exhibit 5(w) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on June 29, 1998.
(d)(24) Investment Sub-Advisory Agreement between SIMC and Capital
Guardian Trust Company dated June 29, 1998 is incorporated
by reference to Exhibit (d)(24) of Post-Effective
Amendment No. 26 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed with the SEC on
November 25, 1998.
(d)(25) Investment Sub-Advisory Agreement between SIMC and Scottish
Widows Investment Management Limited dated March 23, 1998
is incorporated by reference to Exhibit 5(y) of
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed with the SEC on June 29, 1998.
(d)(26) Investment Sub-Advisory Agreement between SIMC and SG
Pacific Asset Management, Inc., SG Yamaichi Asset
Management Co., Ltd. and SGY Asset Management (Singapore)
Limited dated March 23, 1998 is incorporated by reference
to Exhibit (d)(26) of Post-Effective Amendment No. 26 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed with the SEC on November 25, 1998.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
(d)(27) Investment Sub-Advisory Agreement between SIMC and SG
Pacific Asset Management, Inc. and SGY Asset Management
(Singapore) Ltd. dated March 23, 1998 is incorporated by
reference to Exhibit (d)(27) of Post-Effective Amendment
No. 26 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed with the SEC on
November 25, 1998.
(d)(28) Investment Sub-Advisory Agreement between SIMC and Morgan
Stanley Asset Management Inc. dated September 15, 1998 is
incorporated by reference to Exhibit (d)(28) of
Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on November 25, 1998.
(d)(29) Investment Sub-Advisory Agreement between SIMC and Nicholas
Applegate Capital Management dated September 10, 1998 is
incorporated by reference to Exhibit (d)(29) of
Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on November 25, 1998.
(d)(30) Investment Sub-Advisory Agreement between SIMC and
Coronation Asset Management (Proprietary) Limited dated
December 1, 1998 is incorporated by reference to
Exhibit (d)(30) of Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed on January 27, 2000.
(d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon
Brothers Asset Management dated March 31, 1997 is
incorporated by reference to Exhibit (d)(31) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
(d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock
International, Ltd. dated December 13, 1999 is
incorporated by reference to Exhibit (d)(32) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
(d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle
International Advisors, LLC dated June 22, 1999 is
incorporated by reference to Exhibit (d)(33) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
(d)(34) Schedule B to the Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated December 13, 1999 is
incorporated by reference to Exhibit (d)(34) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
(d)(35) Investment Sub-Advisory Agreement between SIMC and Schroder
Investment Management North America Inc. is incorporated
by reference to Exhibit (d)(35) of Post-Effective
Amendment No. 30 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed on June 30, 2000.
(e) Distribution Agreement between Registrant and SEI
Investments Distribution Co. as originally filed with
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the
SEC on August 30, 1988, is incorporated herein by
reference to Exhibit 6 of Post-Effective Amendment
No. 23, filed with the SEC on June 23, 1997.
(f) Not Applicable
(g)(1) Custodian Agreement between Registrant and State Street Bank
and Trust Company as originally filed as Exhibit (8) to
Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on September 16, 1988, is incorporated
herein by reference to Exhibit 8(a) of Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(g)(2) Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A. as originally filed as Exhibit
(8)(c) to Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on March 31, 1993, is incorporated
herein by reference to Exhibit 8(b) of Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
(h)(1) Management Agreement between Registrant and SIMC as
originally filed as Exhibit (5)(a) to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
August 30, 1988, is incorporated herein by reference to
Exhibit 9(a) of Post-Effective Amendment No. 23, filed
with the SEC on June 23, 1997.
(h)(2) Schedule C to Management Agreement between Registrant and
SIMC adding the International Fixed Income Portfolio as
originally filed as Exhibit (5)(d) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
June 28, 1993, is incorporated herein by reference to
Exhibit 9(b) of Post-Effective Amendment No. 22 filed with
the SEC on April 8, 1997.
(h)(3) Consent to Assignment and Assumption Agreement between SIMC
and SEI Fund Management dated May 31, 1996 is incorporated
herein by reference to Post-Effective Amendment No. 22 to
Exhibit 9(c) of Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on April
8, 1997.
(h)(4) Shareholder Service Plan and Agreement with respect to the
Class A shares is incorporated herein by reference to
Exhibit 15(e) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
(h)(5) Form of Shareholder Service Plan and Agreement with respect
to Class I shares is incorporated by reference to
Exhibit (h)(5) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
(h)(6) Form of Administrator Services Plan and Agreement with
respect to Class I is incorporated by reference to
Exhibit (h)(6) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
(i) Opinion and Consent of Counsel is filed herewith.
(j) Not Applicable
(k) Not Applicable
(l) Not Applicable
(m)(1) Distribution Plan (Class D) as originally filed with
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 28, 1993, is incorporated
herein by reference to Exhibit 15(a) of Post-Effective
Amendment No. 22 filed with the SEC on April 8, 1997.
(m)(2) Distribution Plan (Core International Equity Portfolio
Class A) as originally filed with Post-Effective Amendment
No. 11 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
June 29, 1993, is incorporated herein by reference to
Exhibit 15(b) of Post-Effective Amendment No. 23, filed
with the SEC on June 23, 1997.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(m)(3) Distribution Plan (International Fixed Income Portfolio) as
originally filed with Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on June 29, 1993, is
incorporated herein by reference to Exhibit 15(c) of
Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
(m)(4) Amended and Restated Distribution Plan is incorporated
herein by reference to Exhibit 15(d) of Post-Effective
Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on April
8, 1997.
(n) Not Applicable
(o)(1) Rule 18f-3 Multiple Class Plan as originally filed as
Exhibit (15)(d) to Registrant's Registration Statement on
Form N-14 (File No. 33-65361), filed with the SEC on
December 22, 1995, is incorporated herein by reference to
Exhibit 18(a) of Post-Effective Amendment No. 22 filed
with the SEC on April 8, 1997.
(o)(2) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and
Class D shares is incorporated herein by reference to
Exhibit 18(b) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
(o)(3) Amendment No. 2 to Rule 18f-3 Plan relating to Class I
shares is incorporated by reference to Exhibit (o)(3) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(1) The Code of Ethics for SEI Investments Company dated April,
2000 is incorporated by reference to Exhibit (p)(4) of
Post-Effective Amendment No. 42 of SEI Daily Income
Trust's Registration Statement on Form N-1A (File
Nos. 2-77048 and 811-3451), filed with the SEC on May 30,
2000 (Accession #0000912057-00-026756).
(p)(2) The Code of Ethics for SEI Institutional International Trust
dated March 20, 2000 is incorporated by reference to
Exhibit (p)(2) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed on June 30, 2000.
(p)(3) The Code of Ethics for Acadian Asset Management, Inc. is
incorporated by reference to Exhibit (p)(3) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(4) The Code of Ethics for BlackRock International, Ltd. is
incorporated by reference to Exhibit (p)(4) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(5) The Code of Ethics for Capital Guardian Trust Co. is
incorporated by reference to Exhibit (p)(5) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(6) The Code of Ethics for Credit Suisse Asset Management
Limited is incorporated by reference to Exhibit (p)(6) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(7) The Code of Ethics for Coronation Asset Management
(Proprietary) Limited is incorporated by reference to
Exhibit (p)(7) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
(p)(8) The Code of Ethics for Morgan Stanley Dean Witter Investment
Management is incorporated by reference to Exhibit (p)(8)
of Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
(p)(9) The Code of Ethics for Nicholas-Applegate Capital Management
is incorporated by reference to Exhibit (p)(9) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(10) The Code of Ethics for Oechsle International Advisors LLC is
incorporated by reference to Exhibit (p)(10) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(11) The Code of Ethics for Salomon Brothers Asset
Management, Inc. is incorporated by reference to
Exhibit (p)(11) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed on June 30, 2000.
(p)(12) The Code of Ethics for SG Pacific Asset
Management, Inc./SGY Asset Management (Singapore Ltd./SG
Yamaichi Asset Management Co., Ltd. is incorporated by
reference to Exhibit (p)(12) of Post-Effective Amendment
No. 30 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed on June 30, 2000.
(p)(13) The Code of Ethics for Strategic Fixed Income, LLC is
incorporated by reference to Exhibit (p)(13) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
(p)(14) The Code of Ethics for Schroder Investment Management North
America Inc. is incorporated by reference to
Exhibit (p)(14) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
(q) Powers of Attorney for Robert A. Nesher, William M. Doran,
Mark E. Nagle, F. Wendell Gooch, Rosemarie B. Greco,
George J. Sullivan, Jr., James M. Storey, and Edward D.
Loughlin are incorporated by reference to Exhibit (q) of
Post-Effective Amendment No. 42 of SEI Daily Income
Trust's Registration Statement on Form N-1A (File
Nos. 2-77048 and 811-3451) filed with the SEC on May 30,
2000 (Accession #0000912057-00-026-756).
</TABLE>
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
See the Prospectus and Statement of Additional Information regarding the
Trust's control relationships. The Manager is a subsidiary of SEI Investments
Company which also controls the distributor of the Registrant (SEI Investments
Distribution Co.) and other corporations engaged in providing various financial
and record keeping services, primarily to bank trust departments, pension plan
sponsors and investment managers.
Item 25. INDEMNIFICATION:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
<PAGE>
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
ACADIAN ASSET MANAGEMENT, INC.
Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the
Registrant's International Equity Fund. The principal address of Acadian is Two
International Place, 26th Floor, Boston, Massachusetts 02110. Acadian is an
investment adviser registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Gary Leonard Bergstrom -- --
Chairman, Treasurer, Director
John Robert Chisholm -- --
Executive Vice President, co-
CIO
Ronald Dickson Frashure -- --
President, co-CIO, Director
Churchill Gibson Franklin -- --
Executive Vice President,
Marketing Director
Barry Bennett White Foley, Hoag & Eliot Partner
Clerk
</TABLE>
BLACKROCK INTERNATIONAL, LTD.
BlackRock International, Ltd. ("BlackRock International") is a sub-adviser
for the Registrant's International Equity Fund. The principal address of
BlackRock is 7 Castle Street, Edinburgh, EH23AM Scotland, United Kingdom.
BlackRock International is an investment adviser registered under the Advisers
Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Gordon Anderson CastleInternational Asset Director
Managing Director Management Inc.
BlackRock International, Ltd. Managing Director
Keith Thomas Anderson BlackRock Financial Managing Director
Managing Director Management, Inc.
BlackRock Advisors, Inc. Managing Director
BlackRock (Japan) Inc. Managing Director
BlackRock International, Ltd. Managing Director
BlackRock Institutional Managing Director
Management Corporation
Provident Advisers, Inc. Managing Director
Paul L. Audet BlackRock International, Ltd. Chief Financial Officer,
Chief Financial Officer, Managing Director
Managing Director
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
BlackRock Financial Chief Financial Officer,
Management, Inc. Managing Director
BlackRock Advisors, Inc. Chief Financial Officer,
Managing Director
BlackRock (Japan) Inc. Chief Financial Officer,
Managing Director
BlackRock Institutional Chief Financial Officer,
Management Corporation Managing Director
BlackRock, Inc. Chief Financial Officer,
Managing Director
NC Investment Holdings, LLC Chief Financial Officer,
Managing Director
PNC Asset Management, Inc. Chief Financial Officer,
Managing Director
PNC Investment Chief Financial Officer,
Holdings, Inc. Managing Director
Bartholomew Angelo Battista BlackRock Financial Vice President, Regulatory
Vice President, Regulatory Management, Inc. Compliance
Compliance
BlackRock Advisors, Inc. Vice President, Regulatory
Compliance
BlackRock (Japan) Inc. Vice President, Regulatory
Compliance
BlackRock International, Ltd. Vice President, Regulatory
Compliance
BlackRock Institutional Vice President, Regulatory
Management Corporation Compliance
Robert Peter Connolly BlackRock, Inc. General Counsel
Managing Director, General
Counsel, Secretary
BlackRock Financial Managing Director, Counsel,
Management, Inc. Secretary
BlackRock Advisors, Inc. Managing Director, Counsel,
Secretary
BlackRock (Japan) Inc. Managing Director, Counsel,
Secretary
BlackRock International, Ltd. Managing Director, Counsel,
Secretary
BlackRock Institutional Managing Director, Counsel,
Management Corporation Secretary
Provident Advisers, Inc. General Counsel, Assistant
Secretary
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Laurence Douglas Fink BlackRock, Inc. Chairman, CEO, Director
Chairman, CEO & Director
BlackRock Financial Chairman, CEO, Director
Management, Inc.
BlackRock Advisors, Inc. Chairman, CEO, Director
BlackRock (Japan) Inc. Chairman, CEO, Director
BlackRock International, Ltd Chairman, CEO, Director
BlackRock Institutional Chairman, CEO, Director
Management
Provident Advisers, Inc. Chairman, CEO, Director
Hugh Robert Frater BlackRock, Inc. Managing Director
Managing Director
BlackRock Advisors, Inc. Managing Director
BlackRock (Japan) Inc. Managing Director
BlackRock International, Ltd. Managing Director
BlackRock Institutional Managing Director
Management Corporation
Provident Advisers, Inc. Managing Director
Henry Gabbay BlackRock Financial Managing Director, Portfolio
Managing Director, Portfolio Management, Inc. Compliance
Compliance
BlackRock, Inc. Managing Director, Portfolio
Compliance
BlackRock Advisors, Inc. Managing Director, Portfolio
Compliance
BlackRock (Japan) Inc. Managing Director, Portfolio
Compliance
BlackRock International, Ltd. Managing Director, Portfolio
Compliance
BlackRock Institutional Managing Director, Portfolio
Management Corporation Compliance
Provident Advisers, Inc. Chief Compliance Officer
Bennett William Golub BlackRock, Inc. Managing Director
Managing Partner
BlackRock Advisors, Inc. Managing Director
BlackRock (Japan) Inc. Managing Director
BlackRock International, Ltd. Managing Director
BlackRock Institutional Managing Director
Management Corporation
Provident Advisers, Inc. Managing Director
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Robert Steven Kapito BlackRock, Inc. Vice Chairman
Director, Vice Chairman
BlackRock Financial Vice Chairman, Director
Management, Inc.
BlackRock Advisors, Inc. Vice Chairman, Director
BlackRock (Japan) Inc. Vice Chairman, Director
BlackRock International, Ltd. Vice Chairman, Director
BlackRock Institutional Vice Chairman, Director
Management Corporation
Provident Advisers, Inc. Vice Chairman, Director
James Joseph Lillis BlackRock, Inc. Treasurer, Assistant
Treasurer, Assistant Secretary
Secretary
BlackRock Advisors, Inc. Treasurer, Assistant
Secretary
BlackRock (Japan) Inc. Treasurer, Assistant
Secretary
BlackRock International, Ltd. Treasurer, Assistant
Secretary
BlackRock Institutional Treasurer, Assistant
Management Corporation Secretary
Provident Advisers, Inc. Treasurer, Assistant
Secretary
Paul Phillip Matthews, II BlackRock Financial Managing Director
Managing Director Management, Inc.
BlackRock Advisors, Inc. Managing Director
BlackRock (Japan) Inc. Managing Director
BFM International, Ltd. Managing Director
BlackRock Institutional Managing Director
Management Corporation
Provident Advisers, Inc. Managing Director
Barbara Goldman Novick BlackRock, Inc. Managing Director
Managing Director
BlackRock Advisors, Inc. Managing Director
BlackRock (Japan) Inc. Managing Director
BlackRock International, Ltd. Managing Director
BlackRock Institutional Managing Director
Management Corporation
Provident Advisers, Inc. Managing Director
Karen Horwitz Sabath BlackRock, Inc. Managing Director
Managing Director
BlackRock Advisors, Inc. Managing Director
BlackRock (Japan) Inc. Managing Director
BlackRock International, Ltd. Managing Director
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
BlackRock Institutional Managing Director
Management Corporation
Provident Advisers, Inc. Managing Director
Ralph Lewis Schlosstein BlackRock, Inc. President, Director
President, Director
BlackRock Financial President, Director
Management, Inc.
BlackRock Advisors, Inc President, Director
BlackRock (Japan) Inc. President, Director
BlackRock International, Ltd. President, Director
BlackRock Institutional President, Director
Management
Provident Advisers, Inc. President, Director
Susan Lynne Wagner BlackRock, Inc. Chief Financial Officer,
Chief Financial Officer, Secretary
Secretary
BlackRock Advisors, Inc. Chief Financial Officer,
Secretary
BlackRock (Japan) Inc. Chief Financial Officer,
Secretary
BlackRock International, Ltd. Chief Financial Officer,
Secretary
BlackRock Institutional Chief Financial Officer,
Management Corporation Secretary
Provident Advisers, Inc. Chief Financial Officer,
Secretary
</TABLE>
CAPITAL GUARDIAN TRUST COMPANY
Capital Guardian Trust Company ("Capital Guardian") is a sub-adviser for the
Registrant's International Equity Fund. The principal business address of
Capital Guardian is 630 5th Avenue, 36th Floor, New York, New York 10111.
Capital Guardian is a California trust company and is exempt from registration
under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------- --------------------------------- --------------------------------
<S> <C> <C>
Richard C. Barker Capital Group International, Inc. Vice Chairman of the Board and
Director
Capital International Limited Chairman of the Board
Michael D. Beckman Capital Guardian Research Company Treasurer
Senior Vice President, Capital Guardian Trust Company, a Director
Treasurer, and Nevada Corporation
Director
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------- --------------------------------- --------------------------------
<S> <C> <C>
David I. Fisher The Capital Group Companies, Inc. Chairman of the Board
Chairman of the Board Capital Group International, Inc. President, Director
Capital International, Inc. Vice Chairman of the Board
Capital International S.A. Chairman of the Board
Capital International Limited Vice Chairman
Capital International K.K. Vice Chairman
Capital Group Research, Inc. Director
Capital Research Company Director
Capital Research International Director
William H. Hurt Capital Guardian Trust Company, a Chairman of the Board
Senior Vice President Nevada Corporation
and Director Capital Strategy Research, Inc. Chairman of the Board
Robert G. Kirby The Capital Group Partners L.P. Senior Partner
Director and portfolio
manager
Nancy J. Kyle -- --
Senior Vice President-
International,
Director of the
Executive Committee,
international equity
and emerging markets
portfolio manager
Karin L. Larson Capital Guardian Research Company President, Director of Research
Director and member of the Board
Capital Research International President, Director of Research
and member of the Board
The Capital Group Companies, Inc. Director
D. James Martin Capital Guardian Research Company Senior Vice President and
Director Director
John McIlwralth Capital International Limited Senior Vice President and
Senior Vice President- Director
International and
Director
James R. Mulally Capital Guardian Research Company Director
Senior Vice President, Capital Research Company Vice President
Director and Chairman Capital International Limited Senior Vice President
of the Fixed Income
Subcommittee
Jason M. Pilalas Capital Guardian Research Company Senior Vice President and
Director Director
Robert Ronus Capital Research International Chairman of the Board
President and Director Capital International S.A. Senior Vice President
Capital International Limited Senior Vice President
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
----------------------- --------------------------------- --------------------------------
<S> <C> <C>
Theodore R. Samuels Capital Guardian Research Company Director
Senior Vice President
and Director,
portfolio manager
John B. Seiter Capital Group International, Inc. Senior Vice President
Executive Vice The Capital Group Companies, Inc. Vice President
President and Director
Eugene P. Stein Capital Guardian Research Company Director
Executive Vice
President, Director,
portfolio manager and
Chairman of the
Investment Committee
Edus H. Warren The Capital Group Partners, L.P. Senior Partner
</TABLE>
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED
Coronation Asset Management (Proprietary) Limited ("Coronation") is a
sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal
business address of Coronation is Boundary Terraces, 1 Mariendahl Lane,
Newlands, South Africa 7700. Coronation is an investment sub-adviser registered
under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Walter Arthur Aylett -- --
Alternate Director and Investment
Manager
David L. Barnes Coronation Holdings Limited Managing Director
Director
Hugh Richard Broadhurst -- --
Director and Investment Manager
Philip Leon Campher -- --
Director
Michielse Matthys du Toit -- --
Managing Director (President)
Anthony John Gibson -- --
Director
Bruce Meredith Ilsley Sage Life Managing Director
Director
Leon Kaplan Sage Life Limited Director
Director
Gavan Mark Ryan Coronation Holdings Limited Group Financial Director
Director and Chairman
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Andrew Charles Salmon -- --
Director and Investment Manager
John Ashley Snalam -- --
Director and Compliance Officer
Louis Francois Stassen -- --
Director and Investment Manager
</TABLE>
CREDIT SUISSE ASSET MANAGEMENT LIMITED
Credit Suisse Asset Management Limited ("Credit Suisse") is a sub-adviser
for the Registrant's Emerging Markets Equity Fund. The principal business
address of Credit Suisse is Beaufort House, 15 St. Botolph Street, London, EC3A
7JJ. Credit Suisse is an investment adviser registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Ian M. Chimes Credit Suisse Asset Managing Director
Managing Director Management Funds (UK) Ltd.
David Maxwell Collins -- --
Compliance Officer
Andrew Harmstone -- --
Managing Director
Beatrice Hannah Millicent Hollond -- --
Managing Director
Patricia Jeanne Maxwell-Arnot -- --
Managing Director
Stephen John Maynard -- --
Finance Director
Lord Moore BEA Associates Member of the Partnership Board
Non-Executive Chairman Monitor Company Director
Credit Suisse (UK) Ltd. Chairman
Mark Julian Morris -- --
Managing Director-Investment
Management
William Charles Mott -- --
Managing Director
Robert John Parker CS First Boston Investment Director
Deputy Chairman Management Corporation
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Dilip Krishna Rasgotra -- --
Managing Director
Phillip K. Ryan -- --
Managing Director
Emanuele Stefano Ravano -- --
Director-Investment Management
Mark K. Silverstein Credit Suisse Asset Management Managing Director/Portfolio Manager
Portfolio Manager New York
Steen Steinke Robert Fleming Limited Managing Director European
Chief Executive Officer Distribution
Stephen Maxwell Swift -- --
Managing Director
Glenn Wellman -- --
Managing Director
</TABLE>
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") is a
sub-adviser for the Registrant's Emerging Market Equity Fund. The principal
business address of MSDW is 1221 Avenue of the Americas, New York, NY 10020.
MSDW is an investment adviser registered under the Adviser Act.
<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Barton M. Biggs Morgan Stanley & Co. Incorporated Managing Director
Chairman, Director and Managing
Director
Harold J. Schaff, Jr. Morgan Stanley & Co. Incorporated Managing Director
General Counsel, Secretary and
Managing Director
Donald P. Ryan Morgan Stanley & Co. Incorporated Principal
Compliance Officer and Principal
Alexander C. Frank Morgan Stanley & Co. Incorporated Managing Director
Treasurer
Peter D. Caldecott Morgan Stanley Dean Witter Managing Director
Managing Director and Member of Investment Management, Ltd.
Executive Committee
Morgan Stanley International Vice President & Investment Manager
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Alan E. Goldberg Morgan Stanley & Co. Incorporated Managing Director
Member of Executive Committee
Thomas L. Bennett Morgan Stanley & Co. Incorporated Managing Director
Member of Executive Committee and Miller Anderson & Sherred, LLP Portfolio Manager and Executive
Portfolio Manager MAS Fund Distribution, Inc. Committee Member
Director
Marna C. Whittington Miller Anderson & Sherrerd, LLP Exec. Committee Member
Chief Operating Officer, Managing
Director and Member of Executive
Committee
Richard B. Worley Miller Anderson & Sherrerd, LLP Portfolio Manager and Executive
President, Director, Managing Committee Member
Director, Portfolio Manager and
Member of Executive Committee
MAS Fund Distribution, Inc. Registered Representative
Morgan Stanley & Co. Incorporated Managing Director
</TABLE>
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
Nicholas-Applegate Capital Management ("Nicholas-Applegate") is a
sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal
address of Nicholas-Applegate is 600 West Broadway, Suite 2900, San Diego, CA
92101. Nicholas-Applegate is an investment adviser registered under the Advisers
Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Thomas E. Bleakley -- --
Limited Partner of LP
William H. Chenoweth -- --
Limited Partner of LP
Laura Stanley DeMarco -- --
Limited Partner of LP
Andrew B. Gallagher Nicholas-Applegate Capital Partner, Portfolio Manager,
Limited Partner of LP Management Institutional Equity Management
Richard E. Graf -- --
Limited Partner of LP
Peter J. Johnson -- --
Limited Partner of LP
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Jill B. Jordon Nicholas-Applegate Capital Head of Global Sales and Marketing
Limited Partner of LP Management
Nicholas-Applegate Securities Senior Vice President and Head of
Institutional Business
John J. Kane -- --
Limited Partner of LP
James E. Kellerman -- --
Limited Partner of LP
George C. Kenney -- --
Limited Partner of LP
Pedro V. Marcal -- --
Limited Partner of LP
James T. McComsey -- --
Limited Partner of LP
John J.P. McDonnell Nicholas-Applegate Capital COO
Limited Partner of LP Management
Edward B. Moore, Jr. -- --
Limited Partner of LP
Loretta J. Morris -- --
Limited Partner of LP
Arthur E. Nicholas Nicholas-Applegate Securites President, Chairman
Managing Partner
Nicholas-Applegate Capital Managment Managing Partner, President of
General Partner, CIO
John R. Pipkin -- --
Limited Partner of LP
Frederick S. Robertson Nicholas-Applegate Capital CIO/Fixed Income
Limited Partner of LP Management
Catherine C. Somhegyi Nicholas-Applegate Capital CIO, Global Equity Management,
Limited Partner of LP Management Partner, and Portfolio Manager
Lawrence S. Speidell -- --
Limited Partner of LP
Todd L. Spillane -- --
Vice President, Director of
Compliance
James W. Szabo Nichoas-Applegate Capital Management General Partner of Global Holding
Limited Partner of LP Holdings LP and Nicholas-Applegate Capital
Management
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Nicholas-Applegate Capital General Partner of General Partner
Management Holdings Inc.
Nicholas-Applegate Capital Limited Partner of LP
Management Inc.
Nicholas-Applegate Global Holding -- --
Co. LP
Limited Partner
Nicholas-Applegare Capital -- --
Management, Inc.
Limited Partner of Limited Partner
</TABLE>
Oechsle International Advisors, LLC ("Oechsle") is a sub-adviser for the
Registrant's International Equity Fund. The principal business address of
Oechsle is One International Place, 23rd Floor, Boston, Massachusetts 02110.
Oechsle is an investment adviser registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------
<S> <C> <C>
S. Dewey Keesler
CIO and Principal
Stephen P. Langer
Principal/Director of Marketing
Sean Roche
COO and Principal
Warren Walker
Principal/Portfolio Manager
Walter Oechsle
Managing Principal
Steven Henry Schaefer
Principal
John Frances Biagiotti
CFO/Principal
Paula Nicole Drake
General Counsel/Principal
James Paul Record
Compliance Officer
</TABLE>
19
<PAGE>
SALOMON BROTHERS ASSET MANAGEMENT INC.
Salomon Brothers Asset Management Inc. ("SBAM") is the sub-adviser for the
Registrant's Emerging Markets Debt Fund. The principal address of SBAM is 7
World Trade Center, New York, New York 10048. SBAM is an investment adviser
registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Andrew W. Alter Salomon Brothers Inc. Counsel
Assistant Secretary
Howard M. Darmstadter Travelers Group, Inc. Assistant General Counsel
Assistant Secretary
Vilas V. Gadkari Salomon Brothers Asset Management Managing Director & Chief Investment
Managing Director Limited Officer
Salomon Brothers Inc. Managing Director
Salomon Brothers International Managing Director
Limited
Thomas W. Jasper Salomon Brothers Inc. Managing Director
Treasurer
Ross S. Margolies Salomon Brothers Inc. Managing Director
Managing Director
Heath B. McLendon Salomon Smith Barney Managing Director
Managing Director
Smith Barney Strategy Advisers Inc. Director, Chairman
The Travelers Investment Management Director
Company
Mary L. McNiff Salomon Brothers Inc. Director
Director
Pamela P. Milunovich Salomon Brothers Inc. Director
Director
Nancy A. Noyes Salomon Brothers Inc. Director
Director
Maureen J. O'Callaghan Salomon Brothers Inc. Director
Director
Marcus A. Peckman Salomon Brothers, Inc. Director
Director-Chief Financial Officer
Michael F. Rosenbaum Salomon Smith Barney Inc. Managing Director
Chief Legal Officer, General Counsel
Salomon Brothers Asset Management Chief Legal Officer
Limited
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Salomon Brothers Asset Management Chief Legal Officer
Asia Pacific Limited
The Travelers Group Inc. General Counsel to Asset Management
Mitchel J. Schulman Salomon Brothers Inc. Director, COO-Portfolios
Director, COO-Portfolios
Jeffrey S. Scott -- --
Chief Compliance Officer
Beth A. Simmel Salomon Brothers Inc. Director
Director
David A. Torchia Salomon Brothers Inc. Director
Director
Peter J. Wilby Salomon Brothers Inc. Managing Director
Managing Director
</TABLE>
SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.
Schroder Investment Management North America Inc. ("Schroders") is an
investment sub-adviser to the Emerging Markets Equity Fund. The principal
business address of Schroders is Equitable Center, 787 Seventh Avenue, New York,
New York 10019. Schroders is an investment sub-adviser registered under the
Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Andrew R. Barker Schroder Investment Management North First Vice President
Director, Senior Vice President America Ltd.
William Henry Barnes -- --
Director, Senior Vice President
Andrew Anthony Beal Schroder Investment Management North Investment Manager
Investment Manager America Ltd.
Stefan Bottcher Schroder Investment Management North Director
Director America Ltd.
Marie C. Bouveresse Bertic -- --
Manager
Donal Fergal Cassidy -- --
Comptroller, Vice President
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Denis Henry Clough Schroder Capital Management Investment Manager
Investment Manager International Ltd.
Schroder Investment Management Director
International Limited
Schroder Investment Management (UK) Director
Limited
Heather Frances Crighton Schroder Capital Management Fund Manager
Senior Vice President, Director International Inc.
Schroder Capital Management First Vice President, Director
International Ltd.
Louise Croset Schroder Capital Management Director, First Vice President
Executive Vice President, Director International Ltd.
Nancy Curtin -- --
Managing Director, Director
Lucinda Jenkins Schroder Capital Management Investment Manager/Analyst
Investment Manager/Analyst International Ltd.
Schroder Investment Management Investment Manager/Analyst
International Limited
Tappan Datta Schroder Capital Management Economist, First Vice President
Senior Vice President, Director International Ltd.
Robert Geoffrey Davy Schroder Investment Management Director
Executive Vice President, Director International Limited
Schroder Mildesa Investment Director
Management S.A.
Margaret H. Douglas-Hamilton Schroder U.S. Holdings Inc. Senior Vice President, Secretary,
Director, Secretary General Counsel
Schroder Structured Investments Inc. Secretary
Schroder Venture Managers, Inc. Secretary
Donald H. M. Farquharson Schroder Capital Management Vice President
Senior Vice President, Director International Ltd.
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Richard Ralston Foulkes Schroder Investment Management Director
Deputy Chairman, Director (Europe) Ltd.
Schroder Investment Management Deputy Chairman
International Ltd.
Schroder Capital Management Deputy Chairman
International Ltd.
Schroder Asseily & Company, Ltd. Director
Roger Duncan Goodchild Schroder Investment Management North Finance Officer, Vice President
Vice President, Controller America Ltd.
James Anthony Warren Gotto Schroder Capital Management Portfolio Manager
Portfolio Manager International Ltd.
Philip John Hardy Schroder Capital Management Director, Investment Manager
Director International Ltd.
Sharon Louise Haugh Schroder Investment Management Ltd. Member of Management Committee
Chairman, Director
Schroder Investment Management North Chairman, Director
America Ltd.
Schroder Fund Advisors, Inc. Chairman, Director
Susan B. Kenneally Schroder Capital Management Director, First Vice President
Senior Vice President, Director International Ltd.
Jane Paula Lucas -- --
Senior Vice President
Barbara Brooke Manning Schroder Fund Advisors, Inc. First Vice President
First Vice President, Chief
Compliance Officer
Catherine Andrea Mazza Schroder Fund Advisors, Inc. Executive Vice President, Director
Senior Vice President, Director
Thomas Melendez Schroder Mildesa Investment First Vice President, Assistant
Senior Vice President, Director Management S.A. Director
Robert Charles Michele -- --
Director, Managing Director
Connie Moak Mazur -- --
Director, Senior Vice President
Paul Martin Morris Schroder Fund Advisors, Inc. Registered Representative
Director, Managing Director
Abdallah Nauphal -- --
Senior Vice President
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Giles Neville Schroder Capital Management Assistant Director, Investment
Investment Manager International Ltd. Manager
Michael Mark Perelstein Schroder Capital Management Director, Senior Vice President
Senior Investment Officer, Director International Ltd.
Gavin Ralston Schroder Capital Management Director, Senior Vice President
Managing Director, Director International Ltd.
David John Ridgway Schroder Capital Management First Vice President, Director
Senior Vice President, Director International Ltd.
David Murray Salisbury Schroder Investment Management North Director
Director America Ltd.
Schroder Investment Management Ltd. Chairman, Director
Schroder Investment Management Director
(Europe) Ltd.
Schroders plc. Director
Schroder Property Investments Director
Limited
Schroder US Holdings Inc. Director
Schroder Investment (UK) Ltd. Director
Frances Prout Selby -- --
Director, Senior Vice President
Richard John Sennitt Schroder Investment Management Investment Manager
Investment Manager International Limited
Schroder Capital Management Investment Manager
International Ltd.
Andrew William Smethurst Schroder Fund Advisors Inc. Registered Representative
First Vice President, Portfolio
Manager
Mark Julian Smith Schroder Investment Management Group Operations Director, Director
Executive Vice President, Director Limited
Schroder Capital Management Senior Vice President, Director
International Ltd.
Schroder Fund Advisors Inc. Director, Senior Vice President
Schroder Investment Management Director
(Guernsey) Ltd.
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Ellen B. Sullivan -- --
Senior Vice President, Director
Olga Maria Garcia Tascon Schroder Capital Management Analyst, Investment Manager
Analyst, Investment Manager International Ltd.
Schroder Investment Management Analyst, Investment Manager
International Limited
Shigemi Takagi -- --
First Vice President, Portfolio
Manager
Nancy Briggs Tooke -- --
Executive Vice President, Director
John Alexander Troiano Schroder Capital Management CEO, Director, Senior Vice
CEO, Director International Ltd. President, Managing Director
Schroder Capital Management Inc. Director
Ira L. Unschuld -- --
Senior Vice President, Director
Jan Kees van Heusde Schroder Capital Management Director, First Vice President
Senior Vice President, Director International Ltd.
Guy Varney Schroder Capital Management First Vice President, Director
Senior Vice President, Director International Ltd.
Reza Vishkai Schroder Investment Management Ltd. Divisional Director
Senior Vice President, Director
Schroder Capital Management Director, First Vice President
International Ltd.
Ashbel C. Williams -- --
Executive Vice President, Director
Thomas Jeremy Willoughby Schroder Capital Management Compliance Officer
Compliance Officer International Ltd.
Schroder Investment Management Compliance Officer
International Ltd.
Schroder Investment Management Ltd. Head of Compliance
</TABLE>
25
<PAGE>
SEI INVESTMENTS MANAGEMENT CORPORATION
SEI Investments Management Corporation ("SIMC") is the adviser for the
Registrant's International Equity, Emerging Markets Equity and Emerging Markets
Debt Fund. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC is an
investment adviser registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Alfred P. West, Jr. SEI Investments Company Chairman, CEO
Chairman, CEO, Director
SEI Investments Distribution Co. Director, Chairman of the Board of
Directors
SEI Inc. (Canada) Director
SEI Ventures, Inc. Director, Chairman, President
SEI Funds, Inc. CEO, Chairman of the Board of
Directors
Rembrandt Financial Services Company Chairman of the Board of Directors
SEI Global Investment Corp. Director, CEO, Chairman
SEI Investments Global Management Chairman, CEO
(Cayman), Limited
SEI Capital AG Director, Chairman of the Board
SEI Global Capital Director, CEO, Chairman
Investments, Inc.
CR Financial Services Company Director, Chairman of the Board
CR Capital Resources, Inc. Director, Chairman of the Board
SEI Investments Mutual Fund Services Chairman, CEO
SEI Investments Fund Management Chairman, CEO
SEI Global Holdings (Cayman) Inc. Chairman, CEO
SEI Investments De Mexico Director
SEI Asset Korea Director
Carmen V. Romeo SEI Investments Company Director, Executive Vice President,
Executive Vice President, Director President-Investment Advisory Group
SEI Investments Distribution Co. Director
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Trust Company Director
SEI Investments, Inc. Director, President
SEI Investments Developments, Inc. Director, President
SEI Funds, Inc. Director, Executive Vice President
Rembrandt Financial Services Company Director, Executive Vice President
SEI Global Capital Executive Vice President
Investments, Inc.
SEI Primus Holding Corp. Director, President
CR Financial Services Company Director
CR Capital Resources, Inc. Director
SEI Investments Mutual Fund Services Executive Vice President
SEI Investments Fund Management Executive Vice President
Richard B. Lieb SEI Investments Company Director, Executive Vice President,
Director, Executive Vice President President-Investment Systems &
Services Division
SEI Investments Distribution Co. Director, Executive Vice President
SEI Trust Company Director, Chairman of the Board
SEI Investments-Global Fund Services Director
Limited
CR Capital Resources, Inc. Director
SEI Investments Mutual Fund Services Executive Vice President
SEI Investments Fund Management Executive Vice President
Edward Loughlin SEI Investments Company Executive Vice President,
Executive Vice President President-Asset Management Division
SEI Trust Company Director
SEI Insurance Group, Inc. Director, President, Secretary
SEI Funds, Inc. Executive Vice President
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Advanced Capital Director, President
Management, Inc.
SEI Investments Mutual Fund Services Executive Vice President
SEI Investments Fund Management Executive Vice President
Primus Capital Advisors Company Director
Dennis J. McGonigle SEI Investments Company Executive Vice President
Executive Vice President
SEI Investments Distribution Co. Executive Vice President
SEI Investments Mutual Fund Services Senior Vice President
SEI Investments Fund Management Senior Vice President
Michael Arizin -- --
Senior Vice President, Managing
Director
Ed Daly -- --
Senior Vice President, Managing
Director
Leo J. Dolan, Jr. SEI Distribution Co. Senior Vice President
Senior Vice President
Rembrandt Financial Services Company Senior Vice President
SEI Investments Mutual Fund Services Senior Vice President
SEI Investments Fund Management Senior Vice President
Mick Duncan SEI Investments Mutual Fund Services Vice President, Team Leader
Senior Vice President, Managing
Director
SEI Investments Fund Management Vice President, Team Leader
Carl A. Guarino SEI Investments Company Senior Vice President
Senior Vice President
SEI Investments Distribution Company Senior Vice President
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Rembrandt Financial Services Company Director, Vice President
SEI Global Investments Corp. Senior Vice President
SEI Global Investments (Cayman) Director
Limited
SEI Investments Global, Limited Director
SEI Global Holdings (Cayman) Inc. Director
SEI Investments Argentina S.A. Director
SEI Investments De Mexico Director
SEI Investments (Europe) Ltd. Director
Larry Hutchison SEI Investments Distribution Co. Senior Vice President
Senior Vice President
Robert S. Ludwig SEI Funds, Inc. Vice President
Senior Vice President, CIO
SEI Investments Mutual Fund Services Vice President, Team Leader
SEI Investments Fund Management Vice President, Team Leader
Jack May SEI Investments Distribution Co. Senior Vice President
Senior Vice President
James V. Morris -- --
Senior Vice President, Managing
Director
Steve Onofrio -- --
Senior Vice President, Managing
Director
Kevin P. Robins SEI Investments Company Senior Vice President, General
Senior Vice President Counsel, Assistant Secretary
SEI Investments Distribution Co. Senior Vice President, General
Counsel, Secretary
SEI Inc. (Canada) Senior Vice President, General
Counsel, Secretary
SEI Trust Company Director, Senior Vice President,
General Counsel, Assistant Secretary
SEI Investments, Inc. Senior Vice President, General
Counsel, Secretary
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Ventures, Inc. Senior Vice President, General
Counsel, Secretary
SEI Investments Developments, Inc. Senior Vice President, General
Counsel, Secretary
SEI Insurance Group, Inc. Senior Vice President, General
Counsel
SEI Funds, Inc. Senior Vice President, General
Counsel, Secretary
Rembrandt Financial Services Company Vice President, Assistant Secretary
SEI Global Investments Corp. Senior Vice President, General
Counsel, Secretary
SEI Advanced Capital Senior Vice President, General
Management, Inc. Counsel, Secretary
SEI Global Capital Investments Inc. Senior Vice President, General
Counsel, Secretary
SEI Primus Holding Corp. Senior Vice President, General
Counsel, Secretary
CR Financial Services Company Senior Vice President, General
Counsel, Secretary
CR Capital Resources, Inc. Senior Vice President
SEI Investments Mutual Fund Services Senior Vice President, General
Counsel, Secretary
SEI Global Holdings (Cayman) Inc. Director, General Counsel, Secretary
Kenneth Zimmer -- --
Senior Vice President, Managing
Director
Robert Aller SEI Investments Distribution Company Vice President
Vice President
Timothy D. Barto SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Jay Brown -- --
Vice President
Todd Cipperman SEI Investments Company Vice President, Assistant Secretary
Senior Vice President, General
Counsel & Secretary
SEI Investments Distribution Co. Vice President, Assistant Secretary
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
Rembrandt Financial Services Company Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Director, Vice President, Assistant
Management, Inc. Secretary
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Investments Global (Cayman), Director, Vice President, Assistant
Limited Secretary
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Investments Global, Limited Director
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
SEI Global Holdings (Cayman) Inc. Director, Vice President, Assistant
Secretary
SEI Investments (Europe) Ltd. Director
S. Courtney E. Collier SEI Investments Distribution Co. Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Robert Crudup SEI Investments Distribution Company Vice President, Managing Director
Vice President, Managing Director
SEI Investments Mutual Fund Services Vice President, Managing Director
SEI Investments Fund Management Vice President, Managing Director
Richard A. Deak SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Melissa Doran Rayer -- --
Vice President
Michael Farrell -- --
Vice President
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
James R. Foggo SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Management Inc. Vice President, Assistant Secretary
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Vic Galef SEI Investments Distribution Company Vice President, Managing Director
Vice President, Managing Director
SEI Investments Mutual Fund Services Vice President, Managing Director
SEI Investments Fund Management Vice President, Managing Director
Lydia A. Gavalis SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Greg Gettinger SEI Investments Company Vice President
Vice President
SEI Investments Distribution Company Vice President
SEI Trust Company Vice President
SEI Investments, Inc. Vice President
SEI Ventures, Inc. Vice President
SEI Investments Developments, Inc. Vice President
SEI Funds, Inc. Vice President
SEI Global Investments Corp. Vice President
SEI Advanced Capital Vice President
Management, Inc.
SEI Global Capital Vice President
Investments, Inc.
SEI Primus Holding Corp. Vice President
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Investments Mutual Fund Services Vice President
SEI Investments Fund Management Vice President
Susan R. Hartley -- --
Vice President
Kathy Heilig SEI Inc. (Canada) Vice President, Treasurer
Vice President, Treasurer
SEI Investments Company Vice President, Treasurer, Chief
Accounting Officer
SEI Investments Distribution Company Vice President
SEI Trust Company Vice President, Treasurer
SEI Ventures, Inc Vice President, Treasurer
SEI Insurance Group, Inc. Vice President, Treasurer
SEI Realty Capital Corporation Vice President, Treasurer
Rembrandt Financial Services Company Vice President, Treasurer
SEI Global Investments Corp. Director, Vice President, Treasurer
SEI Advanced Capital Director, Vice President, Treasurer
Management, Inc.
SEI Investments Global (Cayman), Vice President, Treasurer
Limited
CR Capital Resources, Inc. Vice President, Treasurer
SEI Investments Mutual Fund Services Vice President, Treasurer
SEI Investments Fund Management Vice President, Treasurer
SEI Global Holdings (Cayman) Inc. Vice President, Treasurer
Kim Kirk SEI Investments Distribution Company Vice President, Managing Director
Vice President, Managing Director
SEI Investments-Global Fund Services Director
Limited
SEI Investments Mutual Fund Services Vice President, Managing Director
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Investments Fund Management Vice President, Managing Director
John Krzeminski SEI Investments Distribution Company Vice President, Managing Director
Vice President, Managing Director
SEI Investments Mutual Fund Services Vice President, Managing Director
SEI Investments Fund Management Vice President, Managing Director
Vicki Malloy SEI Investments Mutual Fund Services Vice President, Team Leader
Vice President, Managing Director
SEI Investments Fund Management Vice President, Team Leader
Christine M. McCullough SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Carolyn McLaurin SEI Investments Distribution Company Vice President, Managing Director
Vice President, Managing Director
SEI Investments Mutual Fund Services Vice President, Managing Director
SEI Investments Fund Management Vice President, Managing Director
Mary Jean Melair -- --
Vice President
Roger Messina -- --
Vice President
Cynthia M. Parish SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
Rembrandt Financial Services Company Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Global Holdings (Cayman) Inc. Vice President, Assistant Secretary
SEI Investments (Europe) Ltd. Director
Robert Prucnal -- --
Vice President
Edward T. Searle SEI Investments Distribution Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Daniel Spaventa SEI Investments Distribution Company Vice President
Vice President
Kathryn L. Stanton SEI Investments Company Vice President
Vice President
SEI Investments Distribution Co. Vice President
CR Financial Services Company Secretary, Treasurer
CR Capital Resource, Inc. Secretary
SEI Investments Mutual Fund Services Vice President
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Investments Fund Management Vice President
Lynda J. Striegel SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant Secretary
SEI Investments Distribution Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Trust Company Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Mary Vogan -- --
Vice President
Raymond B. Webster -- --
Vice President
Susan R. West -- --
Vice President, Managing Director
Lori L. White SEI Investments Distribution Co. Vice President, Assistant Secretary
Vice President, Assistant Secretary
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
SEI Trust Company Vice President, Assistant Secretary
SEI Investments, Inc. Vice President, Assistant Secretary
SEI Ventures, Inc. Vice President, Assistant Secretary
SEI Investments Developments, Inc. Vice President, Assistant Secretary
SEI Funds, Inc. Vice President, Assistant Secretary
SEI Global Investments Corp. Vice President, Assistant Secretary
SEI Advanced Capital Vice President, Assistant Secretary
Management, Inc.
SEI Global Capital Vice President, Assistant Secretary
Investments, Inc.
SEI Primus Holding Corp. Vice President, Assistant Secretary
SEI Investments Mutual Fund Services Vice President, Assistant Secretary
SEI Investments Fund Management Vice President, Assistant Secretary
Mark S. Wilson -- --
Vice President
Wayne M. Withrow SEI Investments Distribution Co. Vice President, Managing Director
Vice President, Managing Director
SEI Investments Mutual Fund Services Vice President, Managing Director
SEI Investments Fund Management Vice President, Managing Director
</TABLE>
SG PACIFIC ASSET MANAGEMENT, INC.
SG Pacific Asset Management, Inc. ("SG Pacific") is a sub-adviser for the
Registrant's International Equity and Emerging Markets Equity Fund. The
principal business address of SG Pacific is 30 Wall Street, 8th Floor, New York,
New York 10005. SG Pacific is an investment adviser registered under the
Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Masatada Honmura SG Yamaichi Asset Management President
Director
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Yoichi Kataoka SG Yamaichi Asset Management Managing Director
President, Director
</TABLE>
SGY ASSET MANAGEMENT (SINGAPORE) LIMITED
SGY Asset Management (Singapore) Limited ("SGY") is a sub-adviser for the
Registrant's International Equity and Emerging Markets Equity Fund. The
principal address of SGY is 138 Robinson Road #13-01/05, Hong Leong Center,
Singapore, 068906. SGY is an investment adviser registered under the Advisers
Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Marco Sau Kwan Wong -- --
Director, CIO
Winson Kwan Ming Fong -- --
Senior Portfolio Manager
Laurent Michel Bertiau Societe Generale Asset Management Director, CEO
Managing Director, CEO (Asia) Ltd., Singapore
Akio Mizuta -- --
Director, COO
Phillippe Collas -- --
Director
Tokuo Ukon -- --
Director
Christian D'Allost
Director
</TABLE>
SG YAMAICHI ASSET MANAGEMENT CO., LTD.
SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi") is a sub-adviser for
the Registrant's International Equity Fund. The principal business address of SG
Yamaichi is 5-1. Nihombashi Kabutocho, Chuo-ku, Tokyo 103, Japan. SG Yamaichi is
an investment adviser registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Masatada Honmura SG Pacific Asset Management Director
President
Katsumi Deguchi -- --
Executive Vice President
Michel Fromaget -- --
Executive Vice President
Masami Fukuoka -- --
Auditor
Naoshi Saito -- --
Managing Director
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Shigeharu Shiraishi -- --
Managing Director
Teijiro Yamada -- --
Auditor
Yoichi Kataoka SG Pacific Asset Management President, Director
Managing Director
Christian D'Allost Societe Generale Asset Management Head of International Network
Director
SGY Asset Management (Singapore) Director
Limited
Tomoko Sasahara -- --
Auditor
Tukuo Ukon SGY Asset Management (Singapore) Director
Executive Vice President Limited
Takeo Igeta -- --
Compliance Officer
Bruno Leroy -- --
Executive Officer
Hisatoshi Okawa -- --
Executive Officer
Akifumi Ohsawa -- --
Executive Officer
Osamu Sadasue -- --
Executive Officer
Minoru Matsuno -- --
Executive Officer
Hiroyoshi Nakagawa -- --
Investment Officer
Kazuyuki Kawarazaki -- --
Investment Officer
</TABLE>
STRATEGIC FIXED INCOME, L.L.C.
Strategic Fixed Income, L.L.C. ("Strategic") is the adviser for the
Registrant's International Fixed Income Fund. The principal business address of
Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington, Virginia
22209. Strategic is an investment adviser registered under the Advisers Act.
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Gobi Investment, Inc. -- --
Manager
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Strategic Investment Management -- --
(SIM)
Member
Kenneth A. Windheim -- --
President, Treasurer, CIO, CEO
Patricia M. Arcoleo -- --
Vice President, Secretary, COO
</TABLE>
Item 27. PRINCIPAL UNDERWRITERS:
(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or investment
adviser.
Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:
<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
Armada Advantage Fund May 1, 1999
</TABLE>
44
<PAGE>
<TABLE>
<S> <C>
Amerindo Funds, Inc. July 13, 1999
Huntington VA Fund October 15, 1999
Friends Ivory Funds December 16, 1999
SEI Insurance Products Trust March 29, 2000
</TABLE>
The Distributor provides numerous financial services to investment managers,
pension plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").
(b) Furnish the information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
------------------------- ------------------------------------------- ---------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of --
Directors
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Kevin P. Robins Senior Vice President --
Patrick K. Walsh Senior Vice President --
Todd Cipperman Senior Vice President & General Counsel Vice President
Wayne M. Withrow Senior Vice President
Robert Aller Vice President --
Timothy B. Barto Vice President & Assistant Secretary --
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Richard A. Deak Vice President & Assistant Secretary --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
James R. Foggo Vice President & Assistant Secretary --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President --
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
------------------------- ------------------------------------------- ---------------------
<S> <C> <C>
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Christine M. McCullough Vice President & Assistant Secretary --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President Controller and Chief
Financial Officer
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Assistant Secretary --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President --
Lynda J. Striegel Vice President & Assistant Secretary --
Lori L. White Vice President & Assistant Secretary --
</TABLE>
Item 28. LOCATION OF ACCOUNTS AND RECORDS:
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the
rules promulgated thereunder, are maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records are maintained
at the offices of the Portfolios' Custodian:
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4);
(2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and
31a-1(f), the required books and records are maintained at the
offices of Registrant's Manager:
SEI Investments Fund Management
Oaks, PA 19456
(d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the offices of Registrant's
Advisers:
SEI Investments Management Corporation
Oaks, PA 19456
Acadian Asset Management, Inc
Two International Place, 26th Floor
Boston, MA 02110
46
<PAGE>
BlackRock International, Ltd.
7 Castle Street
Edinburgh, EH23AM
Scotland, U.K.
Capital Guardian Trust Company
630 5th Avenue, 36th Floor
New York, NY 10111
Coronation Asset Management (Proprietary) Limited
Boundary Terraces
1 Meriendahl Lane
Newlands, South Africa 7700
Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London, EC3A 7JJ
Morgan Stanley Dean Witter Investment Management
1221 Avenue of the Americas
New York, NY 10020
Nicholas-Applegate Capital Management
600 West Broadway, Suite 2900
San Diego, CA 92101
Oechsle International Advisors LLC
One International Place, 23rd Floor
Boston, Massachusetts 02110
Salomon Brothers Asset Management Inc
7 World Trade Center, Floor 38
New York, New York 10048
Schroder Investment Management North America Inc.
1301 Avenue of the Americas
New York, NY 10019
SG Pacific Asset Management, Inc., SGY Asset Management
(Singapore) Limited, SG Yamaichi Asset Management Co.,
Ltd.
30 Wall Street, 8th Floor
Suite 9828
New York, New York 10005
Strategic Fixed Income, L.L.C.
1001 Nineteenth Street North, Suite 1720
Arlington, VA 22209
Item 29. MANAGEMENT SERVICES:
None.
Item 30. UNDERTAKINGS:
None
47
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(a) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 31 to Registration Statement No. 33-22821 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Oaks, Commonwealth of Pennsylvania on the 14th day of July, 2000.
<TABLE>
<S> <C> <C>
SEI INSTITUTIONAL INTERNATIONAL TRUST
By /s/ EDWARD D. LOUGHLIN
-----------------------------------------
Edward D. Loughlin
President & Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacity on the date(s) indicated.
<TABLE>
<C> <S> <C>
*
------------------------------------------- Trustee July 14, 2000
Rosemarie B. Greco
*
------------------------------------------- Trustee July 14, 2000
William M. Doran
*
------------------------------------------- Trustee July 14, 2000
F. Wendell Gooch
*
------------------------------------------- Trustee July 14, 2000
George J. Sullivan, Jr.
*
------------------------------------------- Trustee July 14, 2000
James M. Storey
*
------------------------------------------- Trustee July 14, 2000
Robert A. Nesher
/s/ EDWARD D. LOUGHLIN
------------------------------------------- President & Chief July 14, 2000
Edward D. Loughlin Executive Officer
/s/ MARK E. NAGLE
------------------------------------------- Controller & Chief July 14, 2000
Mark E. Nagle Financial Officer
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By /s/ EDWARD D. LOUGHLIN
--------------------------------------
Edward D. Loughlin
ATTORNEY-IN-FACT
</TABLE>
48
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(a) Agreement and Declaration of Trust dated June 28, 1988 as
originally filed with Registrant's Registration Statement
on Form N-1A (File No. 33-22821) filed with the Securities
and Exchange Commission ("SEC") on June 30, 1988, is
incorporated herein by reference to Exhibit 1 of
Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
EX-99.B(b)(1) By-Laws as originally filed with Registrant's Registration
Statement on Form N-1A (File No. 33-22821) filed with the
SEC on June 30, 1988, are incorporated herein by
reference to Exhibit 2 of Post-Effective Amendment No. 22,
filed with the SEC on April 8, 1997.
EX-99.B(b)(2) Amended By-Laws are incorporated herein by reference to
Exhibit 2(a) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(c) Not Applicable
EX-99.B(d)(1) Investment Advisory Agreement between Registrant and Brinson
Partners, Inc. dated June 5, 1991 as originally filed as
Exhibit (5)(b) to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on May 16, 1991, is
incorporated herein by reference to Exhibit 5(a) of
Post-Effective Amendment No. 22, filed with the SEC on
April 8, 1997.
EX-99.B(d)(2) Investment Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated June 15, 1993 as
originally filed as Exhibit (5)(c) to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
March 31, 1993, is incorporated herein by reference to
Exhibit 5(b) of Post-Effective Amendment No. 23, filed
with the SEC on June 23, 1997.
EX-99.B(d)(3) Investment Advisory Agreement between Registrant and Morgan
Grenfell Investment Services Ltd. dated April 25, 1994 as
originally filed as Exhibit (5)(e) to Post-Effective
Amendment No. 16 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
May 2, 1994, is incorporated herein by reference to
Exhibit 5(c) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(d)(4) Investment Advisory Agreement between Registrant and
Schroder Capital Management International Limited dated
April 25, 1994 as originally filed as Exhibit (5)(f) to
Post-Effective Amendment No. 16 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on May 2, 1994, is incorporated herein
by reference to Exhibit 5(d) of Post-Effective Amendment
No. 22, filed with the SEC on April 8, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(d)(5) Investment Advisory Agreement between Registrant and SEI
Investments Management Corporation ("SIMC") dated
December 16, 1994 incorporated herein by reference to
Exhibit 5(e) of Post-Effective Amendment No. 25 and to
Exhibit (5)(g) of Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 28, 1995.
EX-99.B(d)(6) Investment Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated April 25, 1994,
previously filed as Exhibit (5)(h) to Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 28, 1995, is incorporated herein by reference to
Exhibit 5(f) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(d)(7) Investment Sub-Advisory Agreement between Registrant and
Morgan Grenfell Investment Services Ltd. dated March 25,
1996, previously filed as Exhibit (5)(i) to Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 28, 1995, is incorporated herein by reference to
Exhibit 5(g) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(d)(8) Investment Sub-Advisory Agreement between Registrant and
Schroder Capital Management International Limited dated
December 14, 1995, previously filed as Exhibit (5) (j) to
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995, is incorporated
herein by reference to Exhibit 5(h) of Post-Effective
Amendment No. 22, filed with the SEC on April 8, 1997.
EX-99.B(d)(9) Investment Sub-Advisory Agreement between Registrant and
Montgomery Asset Management, LLC dated December 21, 1994
incorporated herein by reference to Exhibit 5(i) of
Post-Effective Amendment No. 25 and to Exhibit (5)(k) of
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995.
EX-99.B(d)(10) Investment Sub-Advisory Agreement between Registrant and
Acadian Asset Management, Inc. dated December 16, 1994
incorporated herein by reference to Exhibit 5(j) of
Post-Effective Amendment No. 25 and to Exhibit (5)(l) of
Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 28, 1995.
EX-99.B(d)(11) Investment Sub-Advisory Agreement between Registrant and
WorldInvest Limited dated December 16, 1994 incorporated
herein by reference to Exhibit 5(k) of Post-Effective
Amendment No. 25 and to Exhibit (5)(m) of Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 28, 1995.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(d)(12) Investment Sub-Advisory Agreement between SIMC and Schroder
Capital Management International Limited incorporated
herein by reference as to Exhibit 5(l) of Post-Effective
Amendment No. 25 and to Exhibit (5)(n) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 25, 1996.
EX-99.B(d)(13) Investment Sub-Advisory Agreement between SIMC and Morgan
Grenfell Investment Services Limited incorporated herein
by reference to Exhibit 5(m) of Post-Effective Amendment
No. 25 and to Exhibit (5)(o) of Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the
SEC on April 25, 1996.
EX-99.B(d)(14) Investment Sub-Advisory Agreement between SIMC and
Coronation Asset Management (Proprietary) Limited dated
September 30, 1996 is incorporated herein by reference to
Exhibit 5(n) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(d)(15) Investment Sub-Advisory Agreement between SIMC and
Parametric Portfolio Associates dated September 11, 1996
is incorporated herein by reference to Exhibit 5(o) of
Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
EX-99.B(d)(16) Investment Sub-Advisory Agreement between SIMC and Farrell
Wako Global Investment Management, Inc. dated June 14,
1996 is incorporated herein by reference to Exhibit 5(p)
of Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
EX-99.B(d)(17) Investment Sub-Advisory Agreement between SIMC and Lazard
London International Investment Management Limited dated
December 30, 1996 is incorporated herein by reference to
Exhibit 5(q) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(d)(18) Investment Sub-Advisory Agreement between SIMC and Seligman
Henderson Co. dated June 14, 1996 is incorporated herein
by reference to Exhibit 5(r) of Post-Effective Amendment
No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
EX-99.B(d)(19) Investment Sub-Advisory Agreement between SIMC and SG
Pacific Asset Management, Inc. and SGY Asset Management
(Singapore) Limited (formerly, "Yamaichi Capital
Management/Yamaichi Capital Management (Singapore)
Limited") dated June 14, 1996 is incorporated herein by
reference to Exhibit 5(s) of Post-Effective Amendment No.
22 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(d)(20) Investment Advisory Agreement between Registrant and Acadian
Asset Management, Inc. dated November 7, 1994 is
incorporated herein by reference to Exhibit 5(t) of
Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(d)(21) Investment Advisory Agreement between Registrant and
WorldInvest Limited dated November 7, 1994 is incorporated
herein by reference to Exhibit 5(u) of Post-Effective
Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
EX-99.B(d)(22) Investment Sub-Advisory Agreement between SIMC and Credit
Suisse Asset Management dated December 15, 1997
incorporated by reference to Exhibit 5(v) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on June 29, 1998.
EX-99.B(d)(23) Investment Sub-Advisory Agreement between SIMC and
Montgomery Asset Management, LLC dated July 31, 1997
incorporated by reference to Exhibit 5(w) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on June 29, 1998.
EX-99.B(d)(24) Investment Sub-Advisory Agreement between SIMC and Capital
Guardian Trust Company dated June 29, 1998 is incorporated
by reference to Exhibit (d)(24) of Post-Effective
Amendment No. 26 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821) filed with the SEC on
November 25, 1998.
EX-99.B(d)(25) Investment Sub-Advisory Agreement between SIMC and Scottish
Widows Investment Limited dated March 23, 1998
incorporated by reference to Exhibit 5(y) of Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on June 29, 1998.
EX-99.B(d)(26) Investment Sub-Advisory Agreement between SIMC and SG
Pacific Asset Management, Inc., SG Yamaichi Asset
Management Co., Ltd. and SGY Asset Management (Singapore)
Limited, dated March 23, 1998, is incorporated by
reference to Exhibit (d)(26) of Post-Effective Amendment
No. 26 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed with the SEC on
November 25, 1998.
EX-99.B(d)(27) Investment Sub-Advisory Agreement between SIMC and SG
Pacific Asset Management, Inc. and SGY Asset Management
Ltd. dated March 23, 1998, is incorporated by reference to
Exhibit (d)(27) of Post-Effective Amendment No. 26 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed with the SEC on November 25, 1998.
EX-99.B(d)(28) Investment Sub-Advisory Agreement between SIMC and Morgan
Stanley Asset Management, Inc. dated September 15, 1998,
is incorporated by reference to Exhibit (d)(28) of
Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on November 25, 1998.
EX-99.B(d)(29) Investment Sub-Advisory Agreement between SIMC and Nicholas
Applegate Capital Management dated September 10, 1998, is
incorporated by reference to Exhibit (d)(29) of
Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed with the SEC on November 25, 1998.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(d)(30) Investment Sub-Advisory Agreement between SIMC and
Coronation Asset Management (Proprietary) Limited dated
December 1, 1998 is incorporated by reference to
Exhibit (d)(30) of Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed on January 27, 2000.
EX-99.B(d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon
Brothers Asset Management dated March 31, 1997 is
incorporated by reference to Exhibit (d)(31) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
EX-99.B(d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock
International, Ltd. dated December 13, 1999 is
incorporated by reference to Exhibit (d)(32) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
EX-99.B(d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle
International Advisors, LLC dated June 22, 1999 is
incorporated by reference to Exhibit (d)(33) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
EX-99.B(d)(34) Schedule B to the Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated December 13, 1999 is
incorporated by reference to Exhibit (d)(34) of
Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on January 27, 2000.
EX-99.B(d)(35) Investment Sub-Advisory Agreement between SIMC and Schroder
Investment Management North America Inc. is incorporated
by reference to Exhibit (d)(35) of Post-Effective
Amendment No. 30 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821) filed on June 30, 2000.
EX-99.B(e) Distribution Agreement between Registrant and SEI
Investments Distribution Co. as originally filed with
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the
SEC on August 30, 1988, is incorporated herein by
reference to Exhibit 6 of Post-Effective Amendment
No. 23, filed with the SEC on June 23, 1997.
EX-99.B(f) Not Applicable
EX-99.B(g)(1) Custodian Agreement between Registrant and State Street Bank
and Trust Company as originally filed as Exhibit (8) to
Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on September 16, 1988, is incorporated
herein by reference to Exhibit 8(a) of Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
EX-99.B(g)(2) Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A. as originally filed as Exhibit
(8)(c) to Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on March 31, 1993, is incorporated
herein by reference to Exhibit 8(b) of Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(h)(1) Management Agreement between Registrant and SIMC as
originally filed as Exhibit (5)(a) to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
August 30, 1988, is incorporated herein by reference to
Exhibit 9(a) of Post-Effective Amendment No. 23, filed
with the SEC on June 23, 1997.
EX-99.B(h)(2) Schedule C to Management Agreement between Registrant and
SIMC adding the International Fixed Income Portfolio as
originally filed as Exhibit (5)(d) to Post-Effective
Amendment No. 10 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
June 28, 1993, is incorporated herein by reference to
Exhibit 9(b) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(h)(3) Consent to Assignment and Assumption Agreement between SIMC
and SEI Fund Management dated May 31, 1996 is incorporated
herein by reference to Exhibit 9(c) of Post-Effective
Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
EX-99.B(h)(4) Amended and Restated Distribution Plan is incorporated
herein by reference to Post-Effective Amendment No. 22 to
Exhibit 15(d) of Registrant's Registration Statement on
Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
EX-99.B(h)(5) Form of Shareholder Service Plan and Agreement with respect
to Class I shares is incorporated by reference to
Exhibit (h)(5) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
EX-99.B(h)(6) Form of Administrator Services Plan and Agreement with
respect to Class I shares is incorporated by reference to
Exhibit (h)(6) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
EX-99.B(i) Opinion and Consent of Counsel is filed herewith.
EX-99.B(j) Not Applicable
EX-99.B(k) Not Applicable
EX-99.B(l) Not Applicable
EX-99.B(m)(1) Distribution Plan (Class D) as originally filed with
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on June 28, 1993, is incorporated
herein by reference to Exhibit 15(a) of Post-Effective
Amendment No. 22, filed with the SEC on April 8, 1997.
EX-99.B(m)(2) Distribution Plan (Core International Equity Portfolio
Class A) as originally filed with Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on June 29, 1993,
is incorporated herein by reference to Exhibit 15(b) of
Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
EX-99.B(m)(3) Distribution Plan (International Fixed Income Portfolio) as
originally filed with Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on June 29, 1993, is
incorporated herein by reference to Exhibit 15(c) of
Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99.B(m)(5) Shareholder Service Plan and Agreement with respect to the
Class A shares is incorporated herein by reference to
Exhibit 15(e) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(n) Not Applicable
EX-99.B(o)(1) Rule 18f-3 Multiple Class Plan as originally filed as
Exhibit (15)(d) to Registrant's Registration Statement
on Form N-14 (File No. 33-65361), filed with the SEC on
December 22, 1995, is incorporated herein by reference to
Exhibit 18(a) of Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(o)(2) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and
Class D shares is incorporated herein by reference to
Exhibit 18(b) of Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(o)(3) Amendment No. 2 to Rule 18f-3 Plan relating to Class I
shares is incorporated by reference to Exhibit (o)(3) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(1) The Code of Ethics for SEI Investments Company dated April,
2000 is incorporated by reference to Exhibit (p)(4) of
Post-Effective Amendment No. 42 of SEI Daily Income
Trust's Registration Statement on Form N-1A (File
Nos. 2-77048 and 811-3451), filed with the SEC on May 30,
2000 (Accession #0000912057-00-026756).
EX-99B(p)(2) The Code of Ethics for SEI Institutional International Trust
dated March 20, 2000 is incorporated by reference to
Exhibit (p)(2) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed on June 30, 2000.
EX-99B(p)(3) The Code of Ethics for Acadian Asset Management, Inc. is
incorporated by reference to Exhibit (p)(3) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(4) The Code of Ethics for BlackRock International, Ltd. is
incorporated by reference to Exhibit (p)(4) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(5) The Code of Ethics for Capital Guardian Trust Co. is
incorporated by reference to Exhibit (p)(5) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(6) The Code of Ethics for Credit Suisse Asset Management
Limited is incorporated by reference to Exhibit (p)(6) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(7) The Code of Ethics for Coronation Asset Management
(Proprietary) Limited is incorporated by reference to
Exhibit (p)(7) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
-------------------
<S> <C>
EX-99B(p)(8) The Code of Ethics for Morgan Stanley Dean Witter Investment
Management is incorporated by reference to Exhibit (p)(8)
of Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(9) The Code of Ethics for Nicholas-Applegate Capital Management
is incorporated by reference to Exhibit (p)(9) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(10) The Code of Ethics for Oechsle International Advisors LLC is
incorporated by reference to Exhibit (p)(10) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(11) The Code of Ethics for Salomon Brothers Asset
Management, Inc. is incorporated by reference to
Exhibit (p)(11) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed on June 30, 2000.
EX-99B(p)(12) The Code of Ethics for SG Pacific Asset
Management, Inc./SGY Asset Management (Singapore Ltd./SG
Yamaichi Asset Management Co., Ltd. is incorporated by
reference to Exhibit (p)(12) of Post-Effective Amendment
No. 30 to Registrant's Registration Statement on
Form N-1A (File No. 33-22821) filed on June 30, 2000.
EX-99B(p)(13) The Code of Ethics for Strategic Fixed Income, LLC is
incorporated by reference to Exhibit (p)(13) of
Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821)
filed on June 30, 2000.
EX-99B(p)(14) The Code of Ethics for Schroder Investment Management North
America Inc. is incorporated by reference to
Exhibit (p)(14) of Post-Effective Amendment No. 30 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821) filed on June 30, 2000.
EX-99.B(q) Powers of Attorney for Robert A. Nesher, William M. Doran,
Mark E. Nagle, F. Wendell Gooch, Rosemarie B. Greco,
George J. Sullivan, Jr., James M. Storey, and Edward
Loughlin are incorporated by reference to Exhibit (q) of
Post-Effective Amendment No. 42 to SEI Daily Income
Trust's Registration Statement on Form N-1A (File
Nos. 2-77048 and 811-3451) filed with the SEC on May 30,
2000 (Accession #0000912057-00-026756).
</TABLE>
