SEI INSTITUTIONAL INTERNATIONAL TRUST, 485BPOS, 2000-01-27

SEI INSTITUTIONAL INTERNATIONAL TRUST
485BPOS, 2000-01-27

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 2000

FILE NO. 33-22821

FILE NO. 811-5601
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 29 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 30 /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>
/X/ 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)
/ / 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>

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- --------------------------------------------------------------------------------
<PAGE>
SEI
INSTITUTIONAL
INTERNATIONAL
TRUST
CLASS A SHARES

PROSPECTUS

JANUARY 31, 2000
---------------------------------------------------------

INTERNATIONAL EQUITY FUND
EMERGING MARKETS EQUITY FUND
INTERNATIONAL FIXED INCOME FUND
EMERGING MARKETS DEBT FUND
---------------------------------------------------------

INVESTMENT ADVISERS
SEI INVESTMENTS MANAGEMENT CORPORATION
STRATEGIC FIXED INCOME, L.L.C.

SUB-ADVISERS

ACADIAN ASSET MANAGEMENT, INC.
BLACKROCK INTERNATIONAL, LTD.
CAPITAL GUARDIAN TRUST COMPANY
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED
CREDIT SUISSE ASSET MANAGEMENT LIMITED
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
OECHSLE INTERNATIONAL ADVISORS, LLC
SALOMON BROTHERS ASSEST MANAGEMENT INC
SG PACIFIC ASSET MANAGEMENT, INC.
SGY ASSET MANAGEMENT (SINGAPORE) LIMITED
SG YAMAICHI ASSET MANAGEMENT CO., LTD.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>
SEI
Institutional
International Trust

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 Funds
that you should know before investing. Please read this prospectus and keep it
for future reference.

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

INTERNATIONAL EQUITY FUND............................................2

EMERGING MARKETS EQUITY FUND.........................................4

INTERNATIONAL FIXED INCOME FUND......................................6

EMERGING MARKETS DEBT FUND...........................................8

MORE INFORMATION ABOUT FUND INVESTMENTS.............................10

INVESTMENT ADVISERS AND SUB-ADVISERS................................10

PURCHASING AND SELLING FUND SHARES..................................12

DIVIDENDS AND DISTRIBUTIONS.........................................14

TAXES...............................................................14

FINANCIAL HIGHLIGHTS................................................15

HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL
TRUST.......................................................Back Cover

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

GLOBAL ASSET ALLOCATION

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

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

<PAGE>
PROSPECTUS 1

RISK/RETURN INFORMATION COMMON TO THE FUNDS

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

Each Fund has its own investment goal and strategies for reaching that goal.
Each Fund's assets are managed under the direction of its Adviser. For the
International Equity, Emerging Markets Equity, and Emerging Markets Debt Funds,
SIMC and one or more Sub-Advisers manage the Funds' assets in a way that they
believe will help the Funds achieve their goal. SIMC acts as "manager of
managers" for these Funds, and attempts to ensure that the Sub-Advisers comply
with the Funds' investment policies and guidelines. SIMC also recommends the
appointment of additional or replacement Sub-Advisers to the Funds' Board.
Still, investing in the Funds involves risk, and there is no guarantee that a
Fund will achieve its goal. SIMC and the Advisers and Sub-Advisers (the
"Advisers") make judgments about the 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 a Fund,
just as you could with other investments. A Fund share is not a bank deposit,
and it is not insured or guaranteed by the FDIC or any government agency.

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

- --------------------------------------------------------------------------------
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>
2 PROSPECTUS

INTERNATIONAL EQUITY FUND

FUND SUMMARY

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

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

INVESTMENT STRATEGY

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's 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.

<PAGE>
PROSPECTUS 3

INTERNATIONAL EQUITY FUND

PERFORMANCE INFORMATION

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

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
20.88% -16.33%
(12/31/99) (09/30/90)
</TABLE>

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

This table compares the Fund's average annual total returns for Class A Shares
for the periods ended December 31, 1999, to those of the Morgan Stanley MSCI
EAFE Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS (12/20/89)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------
INTERNATIONAL EQUITY FUND 39.63% 14.69% 8.59% 8.62%
- ---------------------------------------------------------------------
MORGAN STANLEY MSCI EAFE
INDEX* 26.96% 12.83% 7.02% 7.02%**
- ---------------------------------------------------------------------
</TABLE>

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

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

This table describes the highest fees and expenses that you may pay if you buy
and hold shares of the Fund.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) 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>

* 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 ITS
WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING
EXPENSES ARE EXPECTED TO BE AS FOLLOWS:

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

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

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated 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 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Equity Fund --
Class A Shares $133 $415 $718 $1,579
</TABLE>

<PAGE>
4 PROSPECTUS

EMERGING MARKETS EQUITY FUND

FUND SUMMARY

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

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

INVESTMENT STRATEGY

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

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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

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

<PAGE>
PROSPECTUS 5

EMERGING MARKETS EQUITY FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
31.28% -27.41%
(12/31/99) (09/30/98)
</TABLE>

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

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the MSCI Emerging Markets Free Index.

<TABLE>
<CAPTION>
SINCE INCEPTION
CLASS A SHARES 1 YEAR (01/17/95)
<S> <C> <C>
- ----------------------------------------------------------------------------
EMERGING MARKETS EQUITY FUND 70.31% 3.97%
- ----------------------------------------------------------------------------
MSCI EMERGING MARKETS FREE INDEX* 66.41% 4.40%**
- ----------------------------------------------------------------------------
</TABLE>

* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER
AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS
PERFORMANCE WOULD BE LOWER. THE MSCI EMERGING MARKETS FREE INDEX IS A
WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED INDEX OF OVER 800 STOCKS FROM
APPROXIMATELY 17 DIFFERENT EMERGING MARKET COUNTRIES.

** THE INCEPTION DATE OF THE INDEX IS JANUARY 31, 1995.

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

This table describes the highest fees and expenses that you may pay if you buy
and hold shares of the Fund.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
<S> <C>
Investment Advisory Fees 1.05%
Distribution (12b-1) Fees None
Other Expenses 1.09%
----------
Total Annual Fund Operating Expenses 2.14%*
</TABLE>

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

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets Equity Fund
-- Class A Shares $217 $670 $1,149 $2,472
</TABLE>

<PAGE>
6 PROSPECTUS

INTERNATIONAL FIXED INCOME FUND

FUND SUMMARY

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

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

INVESTMENT STRATEGY

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

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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

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

The Fund is also subject to the risk that developed international fixed income
securities may underperform other segments of the fixed income market or the
fixed income markets as a whole.

<PAGE>
PROSPECTUS 7

INTERNATIONAL FIXED INCOME FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

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

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

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the Salomon WGBI Non-U.S. Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
CLASS A SHARES 1 YEAR 5 YEARS (09/01/93)
<S> <C> <C> <C>
- ----------------------------------------------------------------
INTERNATIONAL FIXED INCOME FUND -6.69% 6.40% 6.05%
- ----------------------------------------------------------------
SALOMON WGBI NON-U.S. INDEX* -5.09% 5.90% 5.70%**
- ----------------------------------------------------------------
</TABLE>

* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER
AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS
PERFORMANCE WOULD BE LOWER. THE SALOMON WGBI NON-U.S. INDEX IS A WIDELY
RECOGNIZED INDEX OF GOVERNMENT BONDS ISSUED BY APPROXIMATELY 12 FOREIGN
COUNTRIES. THE INDEX TARGETS INSTITUTIONALLY TRADED BONDS.
** THE INCEPTION DATE FOR THE INDEX IS SEPTEMBER 30, 1993.

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

This table describes the highest fees and expenses that you may pay if you buy
and hold shares of the Fund.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
<S> <C>
Investment Advisory Fees 0.15%*
Distribution (12b-1) Fees None
Other Expenses 0.92%
----------
Total Annual Fund Operating Expenses 1.07%**
</TABLE>

* THE ADVISORY FEE HAS BEEN RESTATED TO REFLECT CURRENT FEES.

* 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 DISTRIBUTOR
IS VOLUNTARILY WAIVING A PORTION OF ITS FEES IN ORDER TO KEEP TOTAL OPERATING
EXPENSES AT A SPECIFIED LEVEL. THE DISTRIBUTOR MAY DISCONTINUE ALL OR PART OF
ITS WAIVER AT ANY TIME. WITH THIS FEE WAIVER THE FUND'S ACTUAL TOTAL OPERATING
EXPENSES ARE EXPECTED TO BE AS FOLLOWS:

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

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
International Fixed Income
Fund -- Class A Shares $109 $340 $590 $1,306
</TABLE>

<PAGE>
8 PROSPECTUS

EMERGING MARKETS DEBT FUND

FUND SUMMARY

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

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

INVESTMENT STRATEGY

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

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

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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

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

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

<PAGE>
PROSPECTUS 9

EMERGING MARKETS DEBT FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

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

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

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the J.P. Morgan EMBI Plus Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
CLASS A SHARES 1 YEAR (06/26/97)
<S> <C> <C>
- ------------------------------------------------------------
EMERGING MARKETS DEBT FUND 28.89% 1.89%
- ------------------------------------------------------------
J.P. MORGAN EMBI PLUS INDEX* 25.97% 4.10%**
- ------------------------------------------------------------
</TABLE>

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

** THE INCEPTION DATE OF THE INDEX IS JUNE 30, 1997.

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

FUND FEES AND EXPENSES

This table describes the highest fees and expenses that you may pay if you buy
and hold shares of the Fund.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES
<S> <C>
Investment Advisory Fees 0.85%
Distribution (12b-1) Fees None
Other Expenses 0.97%
----------
Total Annual Fund Operating Expenses 1.82%*
</TABLE>

* 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 ADVISER AND
DISTRIBUTOR ARE EACH VOLUNTARILY WAIVING A PORTION OF THEIR FEES IN ORDER TO
KEEP TOTAL OPERATING EXPENSES AT A SPECIFIED LEVEL. THE ADVISER AND DISTRIBUTOR
MAY DISCONTINUE ALL OR PART OF THEIR WAIVERS AT ANY TIME. WITH THESE FEE
WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE EXPECTED TO BE AS
FOLLOWS:

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

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Emerging Markets Debt Fund --
Class A Shares $185 $573 $985 $2,137
</TABLE>

<PAGE>
10 PROSPECTUS

MORE INFORMATION ABOUT FUND INVESTMENTS

This prospectus describes the Funds' primary strategies, and the Funds will
normally invest at least 65% of their assets in the types of securities
described in this prospectus. However, each Fund also may invest in other
securities, use other strategies and engage in other investment practices. These
investments and strategies, as well as those described in this prospectus, are
described in detail in the Funds' Statement of Additional Information ("SAI").

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, each Fund
may invest up to 100% of its assets in cash, money market instruments,
repurchase agreements and short-term obligations that would not ordinarily be
consistent with the Funds' objectives. A Fund will do so only if the Advisers or
Sub-Advisers believe that the risk of loss outweighs the opportunity for capital
gains and higher income. Of course, there is no guarantee that any Fund will
achieve its investment goal.

INVESTMENT ADVISERS AND SUB-ADVISERS

SEI INVESTMENTS MANAGEMENT CORPORATION ("SIMC") ACTS AS THE MANAGER OF MANAGERS
OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT
FUNDS, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THOSE FUNDS SINCE IT
ALLOCATES EACH FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING
OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES.

Each Sub-Adviser makes investment decisions for the assets it manages and
continuously reviews, supervises and administers its investment program. SIMC
oversees the Sub-Advisers to ensure compliance with the Funds' investment
policies and guidelines, and monitors each Sub-Adviser's adherence to its
investment style. The Board of Trustees supervises 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 International
Equity, Emerging Markets Equity and Emerging Markets Debt Funds. As of October
31, 1999, SIMC had approximately $53.4 billion in assets under management. For
the fiscal year ended September 30, 1999, SIMC received investment advisory
fees, after fee waivers, as follows:

<TABLE>
<S> <C>
International Equity Fund 0.48%
Emerging Markets Equity Fund 0.79%
Emerging Markets Debt Fund 0.56%
</TABLE>

Strategic Fixed Income, L.L.C. ("Strategic"), an SEC-registered adviser, serves
as the Adviser to the International Fixed Income Fund. As of October 31, 1999,
Strategic had approximately $3.8 billion in assets under management. For the
fiscal year ended September 30, 1999, the Fund paid Strategic investment
advisory fees, after fee waivers, as follows:

<TABLE>
<S> <C>
International Fixed Income Fund 0.25%
</TABLE>

SUB-ADVISERS AND PORTFOLIO MANAGERS

INTERNATIONAL EQUITY FUND:

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

BLACKROCK INTERNATIONAL, LTD. - Albert B. Morillo heads an investment committee
at BlackRock International, Ltd. ("BlackRock International"), that manages a
portion of the assets of the International Equity Fund. Prior to joining
BlackRock International in January 2000, Mr. Morillo was the head of the
European Team at Scottish Widows Investment Management since 1991.

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

OECHSLE INTERNATIONAL ADVISORS, LLC - S. Dewey Keesler, Jr., of Oechsle
International Advisors, LLC ("Oechsle"), serves as portfolio manager of a
portion of the assets of the International Equity Fund. Prior to joining Oechsle
in 1995, Mr. Keesler was a Portfolio Manager and Investment Director for the
State of Wisconsin Investment Board. Mr Keesler has over 17 years of investment
experience.

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

<PAGE>
PROSPECTUS 11

INVESTMENT ADVISERS, SUB-ADVISERS AND PORTFOLIO MANAGERS

EMERGING MARKETS EQUITY FUND:

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED - Anthony Gibson, Louis
Stassen, and Walter Aylett of Coronation Asset Management (Proprietary) Limited
("Coronation") serve as portfolio managers of a portion of the assets of the
Emerging Markets Equity Fund. Prior to joining Coronation in 1993, Mr. Gibson,
the head of Coronation's Investment Committee, and Mr. Stassen, the head of
Coronation's research department, worked at Syfrets Managed Assets for seven
years and one year, respectively. Prior to joining Syfrets Managed Assets, Mr.
Stassen worked as an Investment Analyst for Allan Gray Investment Counsel. Prior
to joining Coronation, Mr. Aylett worked at Syfrets Managed Assets as Fund
Manager and Head of Research.

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

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

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT - Arthur E. Nicholas of Nicholas-Applegate
Capital Management ("Nicholas-Applegate") serves as portfolio manager of a
portion of the assets of the Emerging Markets Equity Fund. Mr. Nicholas is the
founder and Chief Investment Officer of the firm, and oversees the Firm's
investment teams. The Emerging Markets team also consists of Larry Speidell,
Pedro Marcal, Ernesto Ramos, and Jessica Goncalves. Mr. Speidell is a partner of
Nicholas-Applegate and has been employed by Nicholas Applegate since 1994. Mr.
Marcal is a partner of Nicholas-Applegate and has been employed by
Nicholas-Applegate since 1994. Mr. Ramos has been employed by Nicholas-Applegate
since 1994. Ms. Goncalves has been employed by Nicholas-Applegate since 1995.

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

INTERNATIONAL FIXED INCOME FUND:

STRATEGIC FIXED INCOME, L.L.C. - Kenneth Windheim, Gregory Barnett and David
Jallits of Strategic Fixed Income, L.L.C. ("Strategic"), serve as portfolio
managers of the International Fixed Income Fund. Mr. Windheim is the President
of Strategic. Prior to joining Strategic, Mr. Windheim was the Chief Investment
Officer and Managing Director of the group which managed global fixed income
portfolios at Prudential Asset Management. Prior to joining Strategic, Mr.
Barnett was portfolio manager for the Pilgrim Multi-Market Income Fund. Prior to
that, he was vice president and senior fixed income portfolio manager at
Lexington Management. Prior to joining Strategic, Mr. Jallits was Senior
Portfolio Manager for a hedge fund at Teton Partners. From 1992 to 1993, he was
Vice President and Global Fixed Income Portfolio Manager at The Putnam
Companies.

EMERGING MARKETS DEBT FUND:

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

<PAGE>
12 PROSPECTUS

PURCHASING AND SELLING FUND SHARES

This section tells you how to buy and sell (sometimes called "redeem") Class A
Shares of the Funds.

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

HOW TO PURCHASE FUND SHARES

You may purchase shares on any day that the New York Stock Exchange ("NYSE") is
open for business (a "Business Day").

Financial institutions and intermediaries may purchase Class A Shares by placing
orders with the Funds' Transfer Agent (or 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 Funds' wire agent by the close of business on
the day after the order is placed. The Funds may reject any purchase order if
they determine that accepting the order would not be in the best interests of
the Funds or their shareholders.

When you purchase or sell Fund shares through certain financial institutions
(rather than directly from the Funds), 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 Funds.

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 Funds. 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 Funds receive your purchase order. Each Fund's NAV is calculated once each
Business Day at the regularly-scheduled close of normal trading on the NYSE
(normally, 4:00 p.m., Eastern time). So, for you to receive the current Business
Day's NAV, generally the Funds (or an authorized agent) must receive your
purchase order before 4:00 p.m., Eastern time.

HOW THE FUNDS CALCULATE NAV

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

MINIMUM PURCHASES

To purchase Class A Shares for the first time, you must invest at least 100,000
in any Fund with minimum subsequent investments of $1,000.

The Funds may accept investments of smaller amounts at their 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 Funds (or their authorized intermediary) receive your request.

RECEIVING YOUR MONEY

Normally, the Funds 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 Business
Days. Your proceeds will be wired to your bank account.

<PAGE>
PROSPECTUS 13

PURCHASING AND SELLING FUND SHARES

REDEMPTIONS IN KIND

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

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Funds may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the SAI.

TELEPHONE TRANSACTIONS

Purchasing and selling Fund shares over the telephone is extremely convenient,
but not without risk. Although the Funds have certain safeguards and procedures
to confirm the identity of callers and the authenticity of instructions, the
Funds are 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 Funds over the telephone, you will
generally bear the risk of any loss.

DISTRIBUTION OF FUND SHARES

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

For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, may be up to 0.25%.
<PAGE>
14 PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Funds distribute their investment income periodically as a dividend to
shareholders. It is the policy of the Funds to pay dividends periodically (at
least once annually). The Funds make 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 Funds have summarized some important tax
issues that affect the Funds and their shareholders. This summary is based on
current tax laws, which may change.

Each Fund will distribute substantially all of its investment income and capital
gains, if any. The dividends and distributions you receive may be subject to
federal, state and local taxation, depending upon your tax situation. If so,
they are taxable whether or not you reinvest them. 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 Funds.

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

MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.
<PAGE>
PROSPECTUS 15

FINANCIAL HIGHLIGHTS

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

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

SEI INSTITUTIONAL INTERNATIONAL TRUST - FOR THE YEAR ENDED SEPTEMBER 30, 1999,
THE SEVEN MONTH PERIOD ENDED
SEPTEMBER 30, 1998 AND FOR THE YEARS ENDED FEBRUARY 28, OR 29.

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

NET
REALIZED DISTRIBUTIONS NET
NET ASSET NET AND DISTRIBUTIONS FROM ASSET
VALUE INVESTMENT UNREALIZED FROM NET REALIZED VALUE
BEGINNING INCOME/ GAINS/ INVESTMENT CAPITAL END OF TOTAL
OF PERIOD (LOSS) (LOSSES) INCOME (3) GAINS PERIOD RETURN
--------- ---------- ---------- ------------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------
INTERNATIONAL EQUITY FUND
- ------------------------
CLASS A
For the year ended September 30:
1999(4)..................................... $ 9.16 $ 0.04 $ 3.34 $(0.10) $(0.35) $12.09 37.86%
For the seven month period ended September 30:
1998(4)..................................... $10.15 $ 0.07 $(1.06) $ -- $ -- $ 9.16 (9.75)%*
For the years ended February 28 or 29:
1998(4)..................................... $ 9.67 $ 0.17 $ 0.77 $(0.18) $(0.28) $10.15 10.21%
1997........................................ 10.00 0.09 0.47 (0.07) (0.82) 9.67 5.70
1996........................................ 9.59 0.14 1.45 (0.19) (0.99) 10.00 17.30
1995........................................ 11.00 0.15 (0.97) -- (0.59) 9.59 (7.67)
- --------------------------------------
EMERGING MARKETS EQUITY FUND
- ----------------------------
CLASS A
For the year ended September 30:
1999........................................ $ 6.17 $(0.03) $ 3.00 $(0.01) $ -- $ 9.13 48.23%
For the seven month period ended September 30:
1998........................................ $10.55 $ 0.07 $(4.45) $ -- $ -- $ 6.17 (41.52)%*
For the years ended February 28 or 29:
1998........................................ $12.87 $(0.03) $(2.25) $(0.03) $(0.01) $10.55 (17.72)%
1997........................................ 10.93 0.01 1.96 (0.02) (0.01) 12.87 18.02
1996........................................ 10.27 (0.02) 0.72 -- (0.04) 10.93 6.83
1995(1)..................................... 10.00 0.01 0.26 -- -- 10.27 2.70*

<CAPTION>
RATIO OF
NET
RATIO INVESTMENT
RATIO OF NET OF INCOME/
NET INVESTMENT EXPENSES (LOSS)
ASSETS RATIO OF INCOME/ TO AVERAGE TO AVERAGE
END OF EXPENSES (LOSS) TO NET ASSETS NET ASSETS
PERIOD TO AVERAGE AVERAGE (EXCLUDING (EXCLUDING
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS)
---------- --------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
- --------------------------------
INTERNATIONAL EQUITY FUND
- ------------------------
CLASS A
For the year ended September 30:
1999(4)..................................... $1,844,459 1.28% 0.39% 1.31% 0.36%
For the seven month period ended September 30:
1998(4)..................................... $ 966,707 1.24% 1.60%+ 1.31%+ 1.53%+
For the years ended February 28 or 29:
1998(4)..................................... $ 851,542 1.21% 1.31% 1.30% 1.22%
1997........................................ 524,062 1.28 1.11 1.42 0.97
1996........................................ 347,646 1.25 1.29 1.29 1.25
1995........................................ 328,503 1.19 1.30 1.21 1.28
- --------------------------------------
EMERGING MARKETS EQUITY FUND
- ----------------------------
CLASS A
For the year ended September 30:
1999........................................ $ 866,911 1.95% (0.35)% 2.14% (0.54)%
For the seven month period ended September 30:
1998........................................ $ 498,470 1.95%+ 1.51%+ 2.24%+ 1.22%+
For the years ended February 28 or 29:
1998........................................ $ 509,748 1.95% (0.12)% 2.36% (0.53)%
1997........................................ 221,474 1.95 (0.04) 2.55 (0.64)
1996........................................ 67,181 1.95 (0.23) 2.72 (1.00)
1995(1)..................................... 5,300 1.95 1.79 4.98 (1.24)

PORTFOLIO
TURNOVER
RATE
---------
<S> <C>
- --------------------------------
INTERNATIONAL EQUITY FUND
- ------------------------
CLASS A
For the year ended September 30:
1999(4)..................................... 61%
For the seven month period ended September 30:
1998(4)..................................... 66%
For the years ended February 28 or 29:
1998(4)..................................... 75%
1997........................................ 117
1996........................................ 102
1995........................................ 64
- --------------------------------------
EMERGING MARKETS EQUITY FUND
- ----------------------------
CLASS A
For the year ended September 30:
1999........................................ 129%
For the seven month period ended September 30:
1998........................................ 46%
For the years ended February 28 or 29:
1998........................................ 76%
1997........................................ 100
1996........................................ 104
1995(1)..................................... --
</TABLE>

<PAGE>
16 PROSPECTUS

FINANCIAL HIGHLIGHTS

NET
REALIZED DISTRIBUTIONS NET
NET ASSET NET AND DISTRIBUTIONS FROM ASSET
VALUE INVESTMENT UNREALIZED FROM NET REALIZED VALUE
BEGINNING INCOME/ GAINS/ INVESTMENT CAPITAL END OF TOTAL
OF PERIOD (LOSS) (LOSSES) INCOME (3) GAINS PERIOD RETURN
--------- ---------- ---------- ------------- ------------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------
INTERNATIONAL FIXED INCOME FUND
- ------------------------------
CLASS A
For the year ended September 30:
1999........................................ $11.89 $ 0.30 $(0.42) $(0.53) $(0.21) $11.03 (1.36)%
For the seven month period ended September 30:
1998........................................ $10.68 $ 0.40 $ 0.81 $ -- $ -- $11.89 11.33%*
For the years ended February 28 or 29:
1998........................................ $10.53 $ 0.23 $ 0.11 $(0.10) $(0.09) 10.68 3.23%
1997........................................ 10.77 0.71 (0.49) (0.38) (0.08) 10.53 1.85
1996........................................ 10.42 0.58 0.89 (1.02) (0.10) 10.77 13.96
1995........................................ 10.23 0.43 0.40 (0.62) (0.02) 10.42 8.43
- ------------------------------------
EMERGING MARKETS DEBT FUND
- ---------------------------
CLASS A
For the year ended September 30:
1999........................................ $ 6.83 $ 0.84 $ 1.19 $(0.75) $ -- $ 8.11 31.15%
For the seven month period ended September 30:
1998........................................ $10.31 $(0.11) $(3.37) $ -- $ -- $ 6.83 (33.75)%*
For the year ended February 28:
1998(2)..................................... $10.00 $ 0.56 $ -- $(0.25) $ -- $10.31 5.64%*

<CAPTION>
RATIO OF
NET
RATIO INVESTMENT
RATIO OF NET OF INCOME/
NET INVESTMENT EXPENSES (LOSS)
ASSETS RATIO OF INCOME/ TO AVERAGE TO AVERAGE
END OF EXPENSES (LOSS) TO NET ASSETS NET ASSETS
PERIOD TO AVERAGE AVERAGE (EXCLUDING (EXCLUDING
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS)
---------- --------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
- ----------------------------------------
INTERNATIONAL FIXED INCOME FUND
- ------------------------------
CLASS A
For the year ended September 30:
1999........................................ $809,440 1.00% 2.97% 1.22% 2.75%
For the seven month period ended September 30:
1998........................................ $533,800 1.00%+ 3.61%+ 1.21%+ 3.40%+
For the years ended February 28 or 29:
1998........................................ $408,974 1.00% 3.92% 1.24% 3.68%
1997........................................ 204,219 1.00 3.99 1.39 3.60
1996........................................ 84,318 1.00 4.70 1.27 4.43
1995........................................ 42,580 1.00 4.68 1.30 4.38
- ------------------------------------
EMERGING MARKETS DEBT FUND
- ---------------------------
CLASS A
For the year ended September 30:
1999........................................ $283,993 1.35% 12.27% 1.82% 11.80%
For the seven month period ended September 30:
1998........................................ $162,938 1.35%+ 10.28%+ 1.84%+ 9.79%+
For the year ended February 28:
1998(2)..................................... $154,284 1.35% 8.05% 1.94% 7.46%

PORTFOLIO
TURNOVER
RATE
---------
<S> <C>
- ----------------------------------------
INTERNATIONAL FIXED INCOME FUND
- ------------------------------
CLASS A
For the year ended September 30:
1999........................................ 278%
For the seven month period ended September 30:
1998........................................ 112%
For the years ended February 28 or 29:
1998........................................ 280%
1997........................................ 352
1996........................................ 269
1995........................................ 303
- ------------------------------------
EMERGING MARKETS DEBT FUND
- ---------------------------
CLASS A
For the year ended September 30:
1999........................................ 184%
For the seven month period ended September 30:
1998........................................ 186%
For the year ended February 28:
1998(2)..................................... 269%
</TABLE>

+ Annualized.

* Returns are for the period indicated and have not been annualized.

(1) Emerging Markets Equity Class A shares were offered beginning January 17,
1995. All ratios for that period have been annualized.

(2) Emerging Markets Debt Class A shares were offered beginning June 29, 1997.
All ratios for that period have been annualized.

(3) Distributions from net investment income include distributions of certain
foreign currency gains and losses.

(4) Per share net investment income and net realized and unrealized
gains/(losses) calculated using average shares.

Amounts designated as "--" are either $0 or have been rounded to $0.

<PAGE>
SEI Institutional
International Trust

INVESTMENT ADVISERS

SEI Investments Management Corporation

One Freedom Valley Drive

Oak, PA 19456

Strategic Fixed Income, L.L.C.

1001 Nineteenth Street North

Suite 1720

Arlington, VA 22209-1722

DISTRIBUTOR

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

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

The SAI dated January 31, 2000, includes detailed information about 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 list each Fund's holdings and contain information from the Funds'
managers about strategies, and recent market conditions and trends and their
impact on Fund performance. The reports also contain detailed financial
information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:
- ------------------------------------------------

BY TELEPHONE: Call 1-800-DIAL-SEI

BY MAIL: Write to the Funds at:

One Freedom Valley Drive

Oaks, PA 19456

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

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about the SEI Institutional International Trust,
from the 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 Trust's Investment Company Act registration number is 811-5601.
<PAGE>
SEI
INSTITUTIONAL
INTERNATIONAL
TRUST
CLASS D SHARES

PROSPECTUS

JANUARY 31, 2000

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

INTERNATIONAL EQUITY FUND
---------------------------------------------------------

INVESTMENT ADVISER
SEI INVESTMENTS MANAGEMENT CORPORATION

SUB-ADVISERS

ACADIAN ASSET MANAGEMENT, INC.

BLACKROCK INTERNATIONAL, LTD.

CAPITAL GUARDIAN TRUST COMPANY

OECHSLE INTERNATIONAL ADVISORS, LLC

SG PACIFIC ASSET MANAGEMENT, INC.

SGY ASSET MANAGEMENT (SINGAPORE) LIMITED

SG YAMAICHI ASSET MANAGEMENT CO., LTD.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
SEI
Institutional
International Trust

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 D Shares of the
International Equity Fund that you should know before investing. Please read
this prospectus and keep it for future reference.

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

PRINCIPAL INVESTMENT STRATEGIES AND RISKS............................2

PERFORMANCE INFORMATION AND EXPENSES.................................3

MORE INFORMATION ABOUT FUND INVESTMENTS..............................4

INVESTMENT ADVISER AND SUB-ADVISERS..................................5

PURCHASING, SELLING AND EXCHANGING FUND SHARES.......................6

DIVIDENDS AND DISTRIBUTIONS.........................................11

TAXES...............................................................11

FINANCIAL HIGHLIGHTS................................................12

HOW TO OBTAIN MORE INFORMATION ABOUT THE SEI INSTITUTIONAL
INTERNATIONAL TRUST.........................................Back Cover

- --------------------------------------------------------------------------------
GLOBAL ASSET ALLOCATION

The 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. Because of the historical lack of
correlation among various asset classes, an investment in a portfolio of Funds
representing a range of asset classes as part of an asset allocation strategy
may reduce the strategy's overall level of volatility. As a result, a global
asset allocation strategy may reduce risk.

In managing the 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>
PROSPECTUS 1

RISK/RETURN INFORMATION

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

The Fund has an investment goal and strategies for reaching that goal. The
Fund's assets are managed under the direction of 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-Adviser(s) comply with the Fund's investments
policies and guidelines. SIMC also recommends the appointment of additional or
replacement Sub-Advisers to the Fund's Board. Still, investing in the Fund
involves risks, and there is no guarantee that the Fund will achieve its goal.
SIMC and the Sub-Advisers make judgments about the securities markets, the
economy, or companies, but these judgements may not anticipate actual market
movements or the impact of economic conditions or company performance. In fact,
no matter how good a job the Sub-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 securities markets generally, as well as those that affect
particular companies or governments. These price movements, sometimes called
volatility, will vary depending on the types of securities the Fund owns and the
markets in which they trade. The estimated level of volatility for the Fund is
set forth in the Fund Summary that follows. The effect on the Fund's share price
of a change in the value of a single security holding will depend on how widely
the Fund's holdings are diversified.

INTERNATIONAL INVESTING

INTERNATIONAL EQUITY FUND

FUND SUMMARY

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

INVESTMENT STRATEGY

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

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

<PAGE>
PROSPECTUS 3

INTERNATIONAL EQUITY FUND

PERFORMANCE INFORMATION

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
20.92% -16.33%
(12/31/99) (09/30/90)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE CHART
DOES NOT REFLECT SALES CHARGES. IF SALES CHARGES HAD BEEN REFLECTED, RETURNS
WOULD BE LESS THAN THOSE SHOWN ABOVE.

This table compares the Fund's average annual total returns for Class D Shares
for the periods ended December 31, 1999, to those of the Morgan Stanley MSCI
EAFE Index.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS 10 YEARS (12/20/89)*
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------
INTERNATIONAL EQUITY FUND --
CLASS D SHARES 32.48% 13.23% 7.87% 7.90%
- ----------------------------------------------------------------------
MORGAN STANLEY MSCI EAFE
INDEX** 26.96% 12.83% 7.02% 7.02%***
- ----------------------------------------------------------------------
</TABLE>

* FOR PERIODS PRIOR TO 1995, RETURNS SHOWN ARE FOR CLASS A SHARES WHICH HAVE
LOWER EXPENSES. CLASS D SHARES WERE OFFERED BEGINNING ON MAY 1, 1994.

** AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A
PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY
IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER
AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS
MARKET PERFORMANCE WOULD BE LOWER. THE MORGAN STANLEY MSCI EAFE INDEX IS A
WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED (COMPANIES WITH LARGER MARKET
CAPITALIZATIONS HAVE MORE INFLUENCE THAN THOSE WITH SMALLER CAPITALIZATIONS)
INDEX OF OVER 900 SECURITIES LISTED ON THE STOCK EXCHANGES IN EUROPE, AUSTRALIA
AND THE FAR EAST.

*** THE INCEPTION DATE FOR THE INDEX IS DECEMBER 31, 1989.

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

This table describes the shareholder fees and expenses that you may pay if you
purchase Fund Shares.

SHAREHOLDER FEES

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

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

This table describes the highest fees and expenses that you may pay if you buy
and hold shares of the Fund.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS D SHARES
<S> <C>
Investment Advisory Fees 0.51%
Distribution (12b-1) Fees 0.25%
Other Expenses 0.70%
---------
Total Annual Fund Operating Expenses 1.46%*
</TABLE>

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

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

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

<PAGE>
4 PROSPECTUS

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

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 Funds. As of
October 31, 1999, SIMC had approximately $53.4 billion in assets under
management. For the fiscal year ended September 30, 1999, SIMC received
investment advisory fees, after fee waivers, from the International Equity Fund
of 0.48%.

<PAGE>
PROSPECTUS 5

INVESTMENT ADVISER AND SUB-ADVISERS

SUB-ADVISERS AND PORTFOLIO MANAGERS

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

BlackRock International, Ltd.: Albert B. Morillo heads an investment committee
at BlackRock International, Ltd. ("BlackRock International"), that manages a
portion of the assets of the International Equity Fund. Prior to joining
BlackRock International in January 2000, Mr. Morillo was the head of the
European Team at Scottish Widows Investment Management since 1991.

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

Oechsle International Advisors, LLC: S. Dewey Keesler, Jr., of Oechsle
International Advisors, LLC ("Oechsle"), serves as portfolio manager of a
portion of the assets of the International Equity Fund. Prior to joining Oechsle
in 1995, Mr. Keesler was a Portfolio Manager and Investment Director for the
State of Wisconsin Investment Board. Mr. Keesler has over 17 years of investment
experience.

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

PURCHASING, SELLING AND EXCHANGING FUND SHARES

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

Class D Shares are available to individual investors, and have the following
characteristics:
- - Front-end sales charge
- - Higher annual expenses
- - $1,000 minimum initial investment

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

HOW TO PURCHASE FUND SHARES

You may purchase shares on any day that the New York Stock Exchange ("NYSE") is
open for business (a "Business Day").

You may purchase Class D Shares directly by:

- - Mail

- - Telephone

- - Wire, or

- - Automated Clearing House ("ACH").

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

Certain 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 ("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 NYSE
(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
<PAGE>
PROSPECTUS 7

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

ADDITIONAL CLASS D PURCHASE INFORMATION

SYSTEMATIC INVESTMENT PLAN

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

SALES CHARGES

FRONT-END SALES CHARGES

The offering price of Class D shares is the NAV next calculated after the Fund
receives your request, plus the front-end sales charge. The amount of any
front-end sales charge included in your offering price varies, depending on the
amount of your investment, as shown in the following table:
<TABLE>
<CAPTION>
YOUR SALES CHARGE AS A
PERCENTAGE OF
IF YOUR INVESTMENT IS: OFFERING PRICE
<S> <C>
Less than $50,000....................... 5.00%
$50,000 but less than $100,000.......... 4.50%
$100,000 but less than $250,000......... 3.50%
$250,000 but less than $500,000......... 2.50%
$500,000 but less than $1,000,000....... 2.00%
$1,000,000 but less than $2,000,000..... 1.00%
$2,000,000 and over..................... None

<CAPTION>
YOUR SALES CHARGE AS A
PERCENTAGE OF YOUR
IF YOUR INVESTMENT IS: NET INVESTMENT
<S> <C>
Less than $50,000....................... 5.26%
$50,000 but less than $100,000.......... 4.71%
$100,000 but less than $250,000......... 3.63%
$250,000 but less than $500,000......... 2.56%
$500,000 but less than $1,000,000....... 2.04%
$1,000,000 but less than $2,000,000..... 1.01%
$2,000,000 and over..................... None
</TABLE>

WAIVER OF FRONT-END SALES CHARGE

The front-end sales charge will be waived on Class D Shares purchased:
- - issued in plans of reorganization, such as mergers, asset acquisitions and
exchange offers, to which the Trust is a party;
- - sold to dealers or brokers that have a sales agreement with the Distributor
("participating broker-dealers"), for their own account or for retirement
plans for employees or sold to present employees of dealers or brokers that
certify to the Distributor at the time of purchase that such purchase is for
their own account;
- - sold to present employees of SEI or one of its affiliates, or of any entity
which is a current service provider to the trust;
- - sold to tax-exempt organizations enumerated in Section 501(c) of the Code or
qualified employee benefit plans created under Section 401, 403(b)(7) or 457
of the Code (but not IRAs or SEPs);
- - sold to fee-based clients of banks, financial planners and investment
advisers;
<PAGE>
8 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

- - sold to clients of trust companies and bank trust departments;
- - sold to trustees and officers of the Trust;
- - purchased with proceeds form the recent redemption (within 60 days) of Class D
shares of another portfolio of SEI Tax Exempt Trust, SEI Institutional Managed
Trust, or SEI Liquid Asset Trust (each an "SEI Fund");
- - purchased with the proceeds from the recent redemption of shares of a mutual
fund with similar investment objectives and policies for which a front-end
sales charge was paid (this offer will be extended, to cover shares on which a
deferred sales charge was paid, if permitted under regulatory authorities'
interpretation of applicable law); or
- - sold to persons participating in certain financial services programs offered
by the bank affiliates of First Security Corporation.

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

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

REPURCHASE OF CLASS D SHARES

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

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

REDUCED SALES CHARGES

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

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

You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
the Fund to hold in escrow 5% of the total amount you intend to purchase. If you
do
<PAGE>
PROSPECTUS 9

PURCHASING, SELLING AND EXCHANGING FUND SHARES

not complete the total intended purchase at the end of the 13-month period, the
transfer agent will redeem the necessary portion of the escrowed shares to make
up the difference between the reduced rate sales charge (based on the amount you
intended to purchase) and the sales charge that would normally apply (based on
the actual amount you purchased).

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

HOW TO SELL YOUR FUND SHARES

If you hold Class D 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 you a
fee for its services. The sale price of each share will be the next NAV
determined after the Fund (or its authorized intermediary) receives your
request.

SYSTEMATIC WITHDRAWAL PLAN

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

RECEIVING YOUR MONEY

Normally, the Fund will make payment on your sale the Business Day following the
day on which it receives 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.

INVOLUNTARY SALES OF YOUR SHARES

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

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Fund may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the SAI.
<PAGE>
10 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

HOW TO EXCHANGE YOUR SHARES

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

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

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. 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 the Fund reasonably believes 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.

The Fund has adopted a distribution plan that allows the Fund to pay SIDCo.
distribution fees for the sale and distribution of its Class D shares. Because
these fees are paid out of the Fund's assets continuously, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges. For Class D Shares, the distribution (Rule 12b-1)
fee is 0.30% of the average daily net assets of the Fund.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide incentives, in the
form of cash or other compensation, including merchandise, airline vouchers,
trips and vacation packages, to dealers selling Class D Shares of the Fund.
<PAGE>
PROSPECTUS 11

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

You will receive dividends and distributions in 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
OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.

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

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

FINANCIAL HIGHLIGHTS

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

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

SEI INSTITUTIONAL INTERNATIONAL TRUST

FOR THE YEAR ENDED SEPTEMBER 30, 1999,THE SEVEN MONTH PERIOD ENDED SEPTEMBER 30,
1998 AND
FOR THE YEARS ENDED FEBRUARY 28, OR 29.
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<CAPTION>
RATIO OF
NET
RATIO OF RATIO INVESTMENT
NET OF INCOME/(LOSS)
INVESTMENT EXPENSES TO AVERAGE
RATIO OF INCOME/ TO AVERAGE NET
NET ASSETS EXPENSES (LOSS) TO NET ASSETS ASSETS PORTFOLIO
TOTAL END OF TO AVERAGE AVERAGE (EXCLUDING (EXCLUDING TURNOVER
RETURN PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE
------- ------------ ---------- ---------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------
INTERNATIONAL EQUITY FUND
- ------------------------
CLASS D
For the year ended September 30:
1999................................ 37.69% $426 1.43% 0.20% 1.46% 0.17% 61%
For the seven month period ended
September 30:
1998(2)............................. (9.84)%* $331 1.39%+ 1.36%+ 1.46%+ 1.29%+ 66%
For the years ended February 28 or 29:
1998(2)............................. 9.92% $302 1.36% 1.16% 1.45% 1.07% 75%
1997................................ 5.39 177 1.55 0.71 1.65 0.61 117
1996................................ 16.77 199 1.65 0.58 1.90 0.33 102
1995(1)............................. (6.33)* 51 1.47 0.42 1.48 0.41 64
</TABLE>

+ Annualized.

* Returns are for the period indicated and have not been annualized.

(1) International Equity Class D shares were offered beginning May 1, 1994. All
ratios for that period have been annualized.

(2) Per share net investment income and net realized and unrealized
gains/(losses) calculated using average shares.

Amounts designated as "--" are either $0 or have been rounded to $0.

<PAGE>
SEI Institutional
International Trust

INVESTMENT ADVISER

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 January 31, 2000, contains more detailed information about SEI
Institutional International Trust. The SAI is on file with the SEC and is
incorporated by reference into this prospectus. This means that the SAI, for
legal purposes, is a part of this prospectus.

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

These reports list the Fund's holdings and contain information from the Fund's
managers about strategies and recent market conditions and trends and their
impact on performance. 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

FROM THE SEC: You can also obtain the SAI or the Annual Report and Semi-Annual
Reports, as well as other information about SEI Institutional Investments 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 information, upon payment of a duplicating fee, by e-mailing the SEC at
the following address: [email protected].

The Trust's Investment Company Act registration number is 811-5601.
<PAGE>
SEI INSTITUTIONAL INTERNATIONAL TRUST

Administrator:

SEI Investments Fund Management

Distributor:

SEI Investments Distribution Co.

Investment Advisers and Sub-Advisers:

Acadian Asset Management, Inc.
BlackRock International, Ltd.
Capital Guardian Trust Company
Coronation Asset Management
(Proprietary) Limited
Credit Suisse Asset Management Limited
Morgan Stanley Dean Witter Investment
Management Inc.
Nicholas-Applegate Capital Management
Oechsle International Advisors, LLC
Salomon Brothers Asset Management Inc
SEI Investments Management Corporation
SG Pacific Asset Management, Inc.
SG Yamaichi Asset Management Co., Ltd.
SGY Asset Management (Singapore) Limited
Strategic Fixed Income, L.L.C.

This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of SEI
Institutional International Trust (the "Trust"), and should be read in
conjunction with the Trust's Prospectuses dated January 31, 2000. Prospectuses
may be obtained without charge by writing the Trust's distributor, SEI
Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling
1-800-342-5734.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust................................................... S-2
Investment Objectives and Policies.......................... S-2
Description of Permitted Investments and Risk Factors....... S-6
Description of Ratings...................................... S-23
Investment Limitations...................................... S-23
Non-Fundamental Policies.................................... S-26
The Administrator........................................... S-26
The Advisers and Sub-Advisers............................... S-27
Distribution and Shareholder Servicing...................... S-30
Trustees and Officers of the Trust.......................... S-32
Performance................................................. S-35
Purchase and Redemption of Shares........................... S-36
Shareholder Services (Class D shares)....................... S-38
Taxes....................................................... S-39
Portfolio Transactions...................................... S-41
Description of Shares....................................... S-43
Limitation of Trustees' Liability........................... S-43
Voting...................................................... S-43
Shareholder Liability....................................... S-44
Control Persons and Principal Holders of Securities......... S-45
Experts..................................................... S-46
Custodian................................................... S-46
Legal Counsel............................................... S-46
Financial Statements........................................ S-46

January 31, 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. Except for
differences between a Fund's Class A shares and Class D shares pertaining to
distribution and shareholder servicing plans, voting rights, dividends and
transfer agent expenses, each share of each portfolio represents an equal
proportionate interest in that portfolio with each other share of that
portfolio.

This Statement of Additional Information relates to the following
portfolios: International Equity, Emerging Markets Equity, International Fixed
Income and Emerging Markets Debt Funds (each a "Fund" and, together, the
"Funds"), and any different classes of the Funds.

INVESTMENT OBJECTIVES AND POLICIES

INTERNATIONAL EQUITY FUND--The International Equity Fund seeks to provide
long-term capital appreciation by investing primarily in a diversified portfolio
of equity securities of non-U.S. issuers.

Under normal circumstances, at least 65% of the International Equity Fund's
assets will be invested in equity securities of non-U.S. issuers located in at
least three countries other than the United States. 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.

S-2
<PAGE>
EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to
provide capital appreciation by investing primarily in a diversified portfolio
of equity securities of emerging market issuers.

Under normal circumstances, at least 65% of the Emerging Markets Equity
Fund's total assets will be invested in equity securities of emerging market
issuers. Under normal conditions, the Fund maintains investments in at least six
emerging market countries and does not invest more than 35% of its total assets
in any one emerging market country. The Fund defines an emerging market country
as any country the economy and market of which the World Bank or the United
Nations considers to be emerging or developing. The Fund's advisers consider
emerging market issuers to include companies the securities of which are
principally traded in the capital markets of emerging market countries; that
derive at least 50% of their total revenue from either goods produced or
services rendered in emerging market countries, regardless of where the
securities of such companies are principally traded; or that are organized under
the laws of and have a principal office in an emerging market country.

The Fund expects to be fully invested in the primary investments described
above, but may invest up to 35% of its total assets in debt securities,
including up to 5% of its total assets in debt securities rated below investment
grade. These debt securities will include debt securities of governmental and
private issuers in emerging market countries. Bonds rated below investment grade
are often referred to as "junk bonds." Such securities involve greater risk of
default or price volatility than investment grade securities. The Fund may
invest in certain debt securities issued by the governments of emerging market
countries that are or may be eligible for conversion into investments in
emerging market companies under debt conversion programs sponsored by such
governments.

The Fund may invest up to 15% of its total assets in illiquid securities.
The Fund's advisers believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements, unlisted securities
and other similar situations (collectively, "special situations") could enhance
the Fund's capital appreciation potential. Investments in special situations may
be liquid, as determined by the Fund's advisers based on criteria approved by
the Board of Trustees. To the extent these investments are deemed illiquid, the
Fund's investment in them will be subject to its 15% restriction on investment
in illiquid securities.

The Fund may invest up to 10% of its total assets in shares of other
investment companies. The Fund may invest in futures contracts and purchase
securities on a when-issued or delayed delivery basis. The Fund may also
purchase and write options to buy or sell futures contracts.

For temporary defensive purposes when the advisers determine that market
conditions warrant, the Fund may invest up to 20% of its total assets in the
equity securities of companies included in the Morgan Stanley Capital
International Europe, Australia, Far East Index (the "EAFE Index"). These
companies typically have larger average market capitalizations than the emerging
market companies in which the Fund generally invests.

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

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

S-3
<PAGE>
The International Fixed Income Fund will invest primarily in: (i) fixed
income securities issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political subdivisions; (ii) fixed
income securities issued or guaranteed by supranational entities; (iii) fixed
income securities issued by foreign or multinational corporations;
(iv) convertible securities issued by foreign or multinational corporations;
(v) fixed income securities issued by foreign banks or bank holding companies;
(vi) asset-backed securities; and (vii) mortgage-backed securities. All such
investments will be in investment grade securities denominated in various
currencies, including the euro. Investment grade securities are rated in one of
the highest four rating categories by a nationally recognized statistical rating
agency ("NRSRO") or determined by the adviser to be of comparable quality at the
time of purchase.

The Fund expects to be fully invested in the primary investments described
above, but may invest in obligations issued or guaranteed as to principal and
interest by the United States Government, its agencies or instrumentalities
("U.S. Government securities"), swaps, options and futures. The Fund may also
purchase and write options to buy or sell futures contracts, purchase securities
on a when-issued or delayed delivery basis and engage in short selling. The Fund
may invest up to 10% of its total assets in illiquid securities. Furthermore,
although the Fund will concentrate its investments in relatively developed
countries, the Fund may invest up to 20% of its assets in fixed income
securities of issuers in, or denominated in the currencies of, developing
countries and that are investment-grade securities or determined by the advisers
to be of comparable quality to such securities and debt obligations at the time
of purchase.

Under normal circumstances, the portfolio turnover rate for this Fund is
expected to exceed 200% per year. Higher portfolio turnover rates can result in
corresponding increases in portfolio transaction costs and taxes. The Fund will
not consider portfolio turnover a limiting factor in implementing investment
decisions which are consistent with the Portfolio's objectives and policies.

EMERGING MARKETS DEBT FUND--The investment objective of the Emerging Markets
Debt Fund is to maximize total return.

Under normal circumstances, at least 80% of the Emerging Markets Debt Fund's
total assets will be invested in debt securities of government,
government-related and corporate issuers in emerging market countries and of
entities organized to restructure the outstanding debt of such issuers. The Fund
defines an emerging market country as any country the economy and market of
which the World Bank or the United Nations considers to be emerging or
developing. The Fund's advisers consider emerging market issuers to be companies
the securities of which are principally traded in the capital markets of
emerging market countries; that derive at least 50% of their total revenue from
either goods produced or services rendered in emerging market countries,
regardless of where the securities of such companies are principally traded;
that are organized under the laws of and have a principal office in an emerging
market country; or that are government issuers located in an emerging market
country.

Emerging market country fixed income securities in which the Emerging
Markets Debt Fund may invest are U.S. dollar-denominated and non-U.S.
dollar-denominated corporate and government debt securities, including bonds,
notes, bills, debentures, convertible securities, warrants, bank debt
obligations, short-term paper, mortgage and other asset-backed securities,
preferred stock, loan participations and assignments and interests issued by
entities organized and operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging market country issuers. The
Fund may invest

S-4
<PAGE>
in Brady Bonds, which are debt securities issued by debtor nations to
restructure their outstanding external indebtedness, and which comprise a
significant portion of the emerging debt market.

The Fund's investments in high yield government, government-related and
restructured debt securities will consist of: (i) debt securities or obligations
issued or guaranteed by governments, governmental agencies or instrumentalities
and political subdivisions located in emerging market countries (including
participations in loans between governments and financial institutions);
(ii) debt securities or obligations issued by government-owned, controlled or
sponsored entities located in emerging market countries (including
participations in loans between governments and financial institutions); and
(iii) interests in structured securities of issuers organized and operated for
the purpose of restructuring the investment characteristics of instruments
issued by any of the entities described above (collectively, "High Yield Foreign
Sovereign Debt Securities"). Even though many of these securities are issued by
governmental issuers, they may still be considered junk bonds on account of the
governmental issuer's poor credit rating. The Fund may also purchase investment
grade obligations of the foregoing governmental issuers.

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

The Fund expects to be fully invested in the primary investments described
above, but may invest up to 10% of its total assets in common stock, convertible
securities, warrants or other equity securities when consistent with the Fund's
objective. The Fund will generally hold such equity investments as a result of
purchases of unit offerings of fixed-income securities which include such
securities or in connection with an actual or proposed conversion or exchange of
fixed income securities. The Fund may also enter into repurchase agreements and
reverse repurchase agreements, may purchase when-issued and delayed-delivery
securities, lend portfolio securities and invest in shares of other investment
companies. The Fund may purchase restricted securities and may invest up to 15%
of the value of its total assets in illiquid securities. The Fund may invest in
options and futures for hedging purposes, and may enter into swaps or related
transactions. The Fund may invest in receipts, zero coupon securities,
pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities.

The securities in which the Fund will invest will not be required to meet a
minimum rating standard and may not be rated for creditworthiness by any
internationally recognized credit rating organization. Generally, the Fund's
investments are expected to be in the lower and lowest rating categories
established by internationally recognized credit rating organizations or
determined to be of comparable quality. Such securities, commonly known as "junk
bonds," involve significantly greater risks, including price volatility and the
risk of default of payment of interest and principal, than higher rated
securities.

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

S-5
<PAGE>
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 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.

S-6
<PAGE>
BRADY BONDS--Certain debt obligations, customarily referred to as "Brady
Bonds," are created through the exchange of existing commercial bank loans to
foreign entities for new obligations in connection with a debt restructuring.
Brady Bonds have only been issued since 1989, and, accordingly, do not have a
long payment history. In addition, they are issued by governments that may have
previously defaulted on the loans being restructured by the Brady Bonds, so are
subject to the risk of default by the issuer. They may be fully or partially
collateralized or uncollateralized and issued in various currencies (although
most are U.S. dollar denominated) and they are actively traded in the
over-the-counter secondary market. U.S. dollar-denominated, collateralized Brady
Bonds, which may be fixed rate par bonds or floating rate discount bonds, are
generally collateralized in full as to principal due at maturity by U.S.
Treasury zero coupon obligations which have the same maturity as the Brady
Bonds. Certain interest payments on these Brady Bonds may be collateralized by
cash or securities in an amount that, in the case of fixed rate bonds, is
typically equal to between 12 and 18 months of rolling interest payments or, in
the case of floating rate bonds, initially is typically equal to between 12 and
18 months rolling interest payments based on the applicable interest rate at
that time and is adjusted at regular intervals thereafter with the balance of
interest accruals in each case being uncollateralized. Payment of interest and
(except in the case of principal collateralized Brady Bonds) principal on Brady
Bonds with no or limited collateral depends on the willingness and ability of
the foreign government to make payment. In the event of a default on
collateralized Brady Bonds for which obligations are accelerated, the collateral
for the payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. The collateral will be held by
the collateral agent to the scheduled maturity of the defaulted Brady Bonds,
which will continue to be outstanding, at which time the face amount of the
collateral will equal the principal payments which would have then been due on
the Brady Bonds in the normal course.

Based upon current market conditions, a Fund would not intend to purchase
Brady Bonds which, at the time of investment, are in default as to payment.
However, in light of the residual risk of Brady Bonds and, among other factors,
the history of default with respect to commercial bank loans by public and
private entities of countries issuing Brady Bonds, investments in Brady Bonds
are to be viewed as speculative. A substantial portion of the Brady Bonds and
other sovereign debt securities in which the Emerging Markets Debt Fund invests
are likely to be acquired at a discount, which involves certain additional
considerations.

Sovereign obligors in developing and emerging market countries are among the
world's largest debtors to commercial banks, other governments, international
financial organizations and other financial institutions. These obligors have in
the past experienced substantial difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructuring
of certain indebtedness. Restructuring arrangements have included, among other
things, reducing and rescheduling interest and principal payments by negotiating
new or amended credit agreements or converting outstanding principal and unpaid
interest to Brady Bonds, and obtaining new credit to finance interest payments.
Holders of certain foreign sovereign debt securities may be requested to
participate in the restructuring of such obligations and to extend further loans
to their issuers. There can be no assurance that the Brady Bonds and other
foreign sovereign debt securities in which the Fund may invest will not be
subject to similar restructuring arrangements or to requests for new credit
which may adversely affect a Fund's holdings. Furthermore, certain participants
in the secondary market for such debt may be directly involved in negotiating
the terms of these arrangements and may therefore have access to information not
available to other market participants.

CERTIFICATES OF DEPOSIT--A certificate of deposit is a negotiable,
interest-bearing instrument with a specific maturity. Certificates of deposit
are issued by banks and savings and loan institutions in exchange for the
deposit of funds, and normally can be traded in the secondary market prior to
maturity. Certificates of deposit have penalties for early withdrawal.

COMMERCIAL PAPER--Commercial paper which the Funds may purchase includes
variable amount master demand notes, which may or may not be backed by bank
letters of credit. These notes permit the

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investment of fluctuating amounts at varying market rates of interest pursuant
to direct arrangements between a Fund, as lender, and the borrower. Such notes
provide that the interest rate on the amount outstanding varies on a daily,
weekly or monthly basis depending upon a stated short-term interest rate index.
There is no secondary market for the notes.

CONVERTIBLE SECURITIES--Convertible securities are securities that are
exchangeable for a set number of another security at a prestated price.
Convertible securities have characteristics similar to both fixed income and
equity securities. Because of the conversion feature, the market value of
convertible securities tends to move together with the market value of the
underlying stock. As a result, a Fund's selection of convertible securities is
based, to a great extent, on the potential for capital appreciation that may
exist in the underlying stock.

DOLLAR ROLLS--"Dollar rolls" are transactions in which the Fund sells
securities for delivery in the current month and simultaneously contracts to
repurchase substantially similar securities on a specified future date. The
difference between the sale price and the purchase price (plus any interest
earned on the cash proceeds of the sale) is netted against the interest income
foregone on the securities sold to arrive at an implied borrowing rate.
Alternatively, the sale and purchase transactions can be executed at the same
price, with the Fund being paid a fee as consideration for entering into the
commitment to purchase.

EQUITY SECURITIES--Equity securities represent ownership interests in a
company or corporation, and include common stock, preferred stock, and warrants
and other rights to acquire such instruments. Investments in equity securities
in general are subject to market risks that may cause their prices to fluctuate
over time. The value of convertible equity securities is also affected by
prevailing interest rates, the credit quality of the issuer and any call
provisions. Fluctuations in the value of equity securities in which a Fund
invests will cause the net asset value of the Fund to fluctuate.

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

THE EURO--On January 1, 1999, the European Monetary Union (EMU) implemented
a new currency unit, the euro, which is expected to reshape financial markets,
banking systems and monetary policies in Europe and other parts of the world.
The countries initially expected to convert or tie their currencies to the euro
include Austria, Belgium, France, Germany, Luxembourg, the Netherlands, Ireland,
Finland, Italy, Portugal and Spain. Implementation of this plan means that
financial transactions and market information, including share quotations and
company accounts, in participating countries will be denominated in euros. 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

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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 subject to greater market fluctuations as a
result of changes in interest rates. Changes by recognized agencies in the
rating of any fixed income security and in the ability of an issuer to make
payments of interest and principal also affect the value of these investments.
Changes in the value of these securities will not affect cash income derived
from these securities, but will affect a Fund's net asset value.

There are no restrictions on the average maturity of the International Fixed
Income or the Emerging Markets Debt Funds or on the maturity of any single
instrument held by any Fund. Maturities may vary widely depending on the
adviser's assessment of interest rate trends and other economic and market
factors. In the event a security owned by a Fund is downgraded, the adviser will
review the situation and take appropriate action with regard to the security.
Fixed income securities rated BBB or Baa lack outstanding investment
characteristics, and have speculative characteristics as well. Fixed income
securities rated below investment grade are often referred to as "junk bonds."
Such securities involve greater risk of default or price declines than
investment grade securities.

FORWARD FOREIGN CURRENCY CONTRACTS--The Funds may enter into forward foreign
currency contracts to manage foreign currency exposure and as a hedge against
possible variations in foreign exchange rates. The Funds may enter into forward
foreign currency contracts to hedge a specific security transaction or to hedge
a portfolio position. These contracts may be bought or sold to protect the
Funds, to some degree, against possible losses resulting from an adverse change
in the relationship between foreign currencies and the U.S. dollar. The Funds
also may invest in foreign currency futures and in options on currencies.
Forward foreign currency contracts involve an obligation to purchase or sell a
specified currency at a future date at a price set at the time of the contract.
A Fund may enter into a contract to sell, for a fixed amount of U.S. dollars or
other appropriate currency, the amount of foreign currency approximating the
value of some or all of the Fund's securities denominated in such foreign
currency. Forward currency contracts do not eliminate fluctuations in the values
of portfolio securities but rather allow a Fund to establish a rate of exchange
for a future point in time. At the maturity of a forward contract, the Fund may
either sell a Fund security and make delivery of the foreign currency, or it may
retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same currency
trader, obligating it to purchase, on the same maturity date, the same amount of
the foreign currency. The Fund may realize a gain or loss from currency
transactions.

When entering into a contract for the purchase or sale of a security in a
foreign currency, a Fund may enter into a forward foreign currency contract for
the amount of the purchase or sale price to protect against variations, between
the date the security is purchased or sold and the date on which payment is made
or received, in the value of the foreign currency relative to the United States
dollar or other foreign currency.

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

FUTURES AND OPTIONS OF FUTURES--Futures contracts provide for the future
sale by one party and purchase by another party of a specified amount of a
specific security or currency at a specified future time and at a specified
price. An option on a futures contract gives the purchaser the right, in
exchange for a premium, to assume a position in a futures contract at a
specified exercise price during the term of the option. A Fund may use futures
contracts and related options for bona fide hedging purposes, to offset changes
in the value of securities or currencies held or expected to be acquired or be
disposed of, to minimize fluctuations in foreign currencies, or to gain exposure
to a particular market or instrument. A Fund will minimize the risk that it will
be unable to close out a futures contract by only entering into futures
contracts which are traded on national futures exchanges.

An index futures contract is a bilateral agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the Index
is made; generally contracts are closed out prior to the expiration date of the
contract.

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

There are risks associated with these activities, including the following:
(1) the success of a hedging strategy may depend on an ability to predict
movements in the prices of individual securities, fluctuations in markets and
movements in interest rates; (2) there may be an imperfect or no correlation
between the changes in market value of the securities held by the Fund and the
prices of futures and options on futures; (3) there may not be a liquid
secondary market for a futures contract or option; (4) trading restrictions or
limitations may be imposed by an exchange; and (5) government regulations may
restrict trading in futures contracts and options on futures.

A Fund may enter into futures contracts and options on futures contracts
traded on an exchange regulated by the Commodities Futures Trading Commission
("CFTC"), as long as, to the extent that such transactions are not for "bona
fide hedging purposes," the aggregate initial margin and premiums on such
positions (excluding the amount by which such options are in the money) do not
exceed 5% of a Fund's net assets.

HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES--Investing in fixed and
floating rate high yield foreign sovereign debt securities will expose the
Emerging Markets Debt Fund to the direct or indirect consequences of political,
social or economic changes in the countries that issue the securities. The
ability of a foreign sovereign obligor to make timely payments on its external
debt obligations will also be strongly influenced by the obligor's balance of
payments, including export performance, its access to international credits and
investments, fluctuations in interest rates and the extent of its foreign
reserves.

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Countries such as those in which the Fund may invest have historically
experienced, and may continue to experience, high rates of inflation, high
interest rates, exchange rate or trade difficulties and extreme poverty and
unemployment. Many of these countries are also characterized by political
uncertainty or instability. Additional factors which may influence the ability
or willingness to service debt include, but are not limited to, a country's cash
flow situation, the availability of sufficient foreign exchange on the date a
payment is due, the relative size of its debt service burden to the economy as a
whole, and its government's policy towards the International Monetary Fund, the
World Bank and other international agencies. A country whose exports are
concentrated in a few commodities or whose economy depends on certain strategic
imports could be vulnerable to fluctuations in international prices of these
commodities or imports. To the extent that a country receives payment for its
exports in currencies other than dollars, its ability to make debt payments
denominated in dollars could be adversely affected. If a foreign sovereign
obligor cannot generate sufficient earnings from foreign trade to service its
external debt, it may need to depend on continuing loans and aid from foreign
governments, commercial banks and multilateral organizations, and inflows of
foreign investment. The commitment on the part of these foreign governments,
multilateral organizations and others to make such disbursements may be
conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds, which may further impair the obligor's
ability or willingness to timely service its debts.

ILLIQUID SECURITIES--Illiquid securities are securities that cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. Illiquid securities include demand
instruments with demand notice periods exceeding seven days, securities for
which there is no active secondary market, and repurchase agreements with
maturities of over seven days in length. The Funds may invest in securities that
are neither listed on a stock exchange nor traded over-the-counter, including
privately placed securities. Investing in such unlisted emerging country equity
securities, including investments in new and early stage companies, may involve
a high degree of business and financial risk that can result in substantial
losses. As a result of the absence of a public trading market for these
securities, they may be less liquid than publicly traded securities. Although
these securities may be resold in privately negotiated transactions, the prices
realized from these sales could be less than those originally paid by the Fund,
or less than what may be considered the fair value of such securities. Further,
companies whose securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements which might be applicable
if their securities were publicly traded. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
resold, the Fund may be required to bear the expenses of registration.

In addition, the Emerging Markets Equity Fund believes that carefully
selected investments in joint ventures, cooperatives, partnerships, private
placements, unlisted securities and other similar situations (collectively,
"special situations") could enhance the Fund's capital appreciation potential.
To the extent these investments are deemed illiquid, the Emerging Markets Equity
Fund's investment in them will be consistent with its 15% restriction on
investment in illiquid securities. Investments in special situations and certain
other instruments may be liquid, as determined by the Fund's advisers based on
criteria approved by the Board of Trustees.

INVESTMENT COMPANIES--Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other investment companies may be
the most practical or only manner in which an international and global fund can
invest in the securities markets of those countries. A Fund does not intend to
invest in other investment companies unless, in the judgment of its advisers,
the potential benefits of such investments exceed the associated costs (which
includes any investment advisory fees charged by the investment companies)
relative to the benefits and costs associated with direct investments in the
underlying securities.

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Investments in closed-end investment companies may involve the payment of
substantial premiums above the net asset value of such issuer's portfolio
securities and are subject to limitations under the 1940 Act. A Fund also may
incur tax liability to the extent it invests in the stock of a foreign issuer
that constitutes a "passive foreign investment company."

As a shareholder in an investment company, a Fund would bear its ratable
share of that investment company's expenses, including its advisory and
administration fees. The Fund continues to pay its own management fees and other
expenses with respect to their investments in shares of closed-end investment
companies.

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

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

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

GROWTH OF HIGH-YIELD, HIGH-RISK BOND MARKET. The widespread expansion of
government, consumer and corporate debt within the U.S. economy has made the
corporate sector more vulnerable to economic downturns or increased interest
rates. Further, an economic downturn could 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.

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

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

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

LOAN PARTICIPATIONS AND ASSIGNMENTS--Loan participations are interests in
loans to corporations or governments which are administered by the lending bank
or agent for a syndicate of lending banks, and sold by the lending bank,
financial institution or syndicate member ("intermediary bank"). In a loan
participation, the borrower will be deemed to be the issuer of the participation
interest, except to the extent the Fund derives its rights from the intermediary
bank. Because the intermediary bank does not guarantee a loan participation in
any way, a loan participation is subject to the credit risks generally
associated with the underlying borrower. In the event of the bankruptcy or
insolvency of the borrower, a loan participation may be subject to certain
defenses that can be asserted by such borrower as a result of improper conduct
by the intermediary bank. In addition, in the event the underlying borrower
fails to pay principal and interest when due, the Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if
the Fund had purchased a direct obligation of such borrower. Under the terms of
a loan participation, the Fund may be regarded as a creditor of the intermediary
bank, (rather than of the underlying borrower), so that the Fund may also be
subject to the risk that the intermediary bank may become insolvent.

Loan assignments are investments in assignments of all or a portion of
certain loans from third parties. When a Fund purchases assignments from lenders
it will acquire direct rights against the borrower on the loan. Since
assignments are arranged through private negotiations between potential
assignees and assignors, however, the rights and obligations acquired by the
Fund may differ from, and be more limited than, those held by the assigning
lender. Loan participations and assignments may be considered liquid, as
determined by the Funds' advisers based on criteria approved by the Board of
Trustees.

MONEY MARKET INSTRUMENTS--Money market securities are high-quality, dollar
and non dollar-denominated, short-term debt instruments. They consist of:
(i) bankers' acceptances, certificates of deposits, notes and time deposits of
highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury
obligations and obligations of agencies and instrumentalities of the U.S.
Government; (iii) high-quality commercial paper issued by U.S. and foreign
corporations; (iv) debt obligations with a maturity of one year or less issued
by corporations and governments that issue high-quality commercial paper or

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

MORTGAGE-BACKED SECURITIES--The Funds may invest in mortgage-backed
securities issued by the Government National Mortgage Association ("GNMA") and
certain government-related organizations such as Fannie Mae and the Federal Home
Loan Mortgage Corporation ("FHLMC"), as well as by non-governmental issuers such
as commercial banks, savings and loan institutions, mortgage bankers, and
private mortgage insurance companies. Mortgage-backed securities are instruments
that entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional fifteen- and thirty-year fixed-rate mortgages, graduated
payment mortgages, adjustable rate mortgages and balloon mortgages. During
periods of declining interest rates, prepayment of mortgages underlying
mortgage-backed securities can be expected to accelerate. Prepayment of
mortgages which underlie securities purchased at a premium often results in
capital losses, while prepayment of mortgages purchased at a discount often
results in capital gains. Because of these unpredictable prepayment
characteristics, it is often not possible to predict accurately the average life
or realized yield of a particular issue. Although certain mortgage-backed
securities are guaranteed by a third-party or otherwise similarly secured, the
market value of the security, which may fluctuate, is not so secured. If a Fund
purchases a mortgage-backed security at a premium, that portion may be lost if
there is a decline in the market value of the security whether resulting from
changes in interest rates or prepayments in the underlying mortgage collateral.
As with other interest-bearing securities, the prices of such securities are
inversely affected by changes in interest rates. However, though the value of a
mortgage-backed security may decline when interest rates rise, the converse is
not necessarily true since in periods of declining interest rates the mortgages
underlying the securities are prone to prepayment. When the mortgage-backed
securities held by a Fund are prepaid, the Fund must reinvest the proceeds in
securities the yield of which reflects prevailing interest rates, which may be
lower than the prepaid security. For this and other reasons, a mortgage-backed
security's stated maturity may be shortened by unscheduled prepayments of the
underlying mortgages and, therefore, it is not possible to predict accurately
the security's return to a Fund. In addition, regular payments received in
respect to mortgage-backed securities include both interest and principal. No
assurance can be given as to the return a Fund will receive when these amounts
are reinvested.

A Fund may also invest in mortgage-backed securities that are collateralized
mortgage obligations structured on pools of mortgage pass-through certificates
or mortgage loans. For purposes of determining the average maturity of a
mortgage-backed security in its investment portfolio, a Fund will utilize the
expected average life of the security, as estimated in good faith by the Fund's
advisers. Unlike most single family residential mortgages, commercial real
estate property loans often contain provisions which substantially reduce the
likelihood that such securities will be prepaid. The provisions generally impose
significant prepayment penalties on loans and, in some cases there may be
prohibitions on principal prepayments for several years following origination.

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities in the United States are 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.

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

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

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

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

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

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

NON-DIVERSIFICATION--The International Fixed Income and Emerging Markets
Debt Funds are non-diversified investment companies, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), which means that a
relatively high percentage of assets of the Funds may be invested in the
obligations of a limited number of issuers. Although the advisers generally do
not intend to invest more than 5% of each Fund's assets in any single issuer
(with the exception of securities which are issued or guaranteed by a national
government), the value of shares of the Funds may be more susceptible to any
single economic, political or regulatory occurrence than the shares of a
diversified investment company would be. The Funds intend to satisfy the
diversification requirements necessary to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), which
requires

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

OBLIGATIONS OF SUPRANATIONAL ENTITIES--Supranational entities are entities
established through the joint participation of several governments, including
the Asian Development Bank, the Inter-American Development Bank, International
Bank for Reconstruction and Development (World Bank), African Development Bank,
European Economic Community, European Investment Bank and the Nordic Investment
Bank. The governmental members, or "stock holders," usually make initial capital
contributions to the supranational entity and, in many cases, are committed to
make additional capital contributions if the supranational entity is unable to
repay its borrowings.

OPTIONS--A Fund may purchase and write put and call options on indices or
securities and enter into related closing transactions. A put option on a
security gives the purchaser of the option the right to sell, and the writer of
the option the obligation to buy, the underlying security at any time during the
option period. A call option on a security gives the purchaser of the option the
right to buy, and the writer of the option the obligation to sell, the
underlying security at any time during the option period. The premium paid to
the writer is the consideration for undertaking the obligations under the option
contract.

Put and call options on indices are similar to options on securities except
that options on an index give the holder the right to receive, upon exercise of
the option, an amount of cash if the closing level of the underlying index is
greater than (or less than, in the case of puts) the exercise price of the
option. This amount of cash is equal to the difference between the closing price
of the index and the exercise price of the option, expressed in dollars
multiplied by a specified number. Thus, unlike options on individual securities,
all settlements are in cash, and gain or loss depends on price movements in the
particular market represented by the index generally, rather than the price
movements in individual securities.

A Fund may purchase and write put and call options on foreign currencies
(traded on U.S. and foreign exchanges or over-the-counter markets), to manage
its exposure to exchange rates. Call options on foreign currency written by a
Fund will be "covered," which means that the Fund will own an equal amount of
the underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
custodian consisting of cash or liquid securities in an amount equal to the
amount the Fund would be required to pay upon exercise of the put.

All options written on indices or securities must be covered. When a Fund
writes an option on an index or security, it will establish a segregated account
containing cash or liquid securities in an amount at least equal to the market
value of the option and will maintain the account while the option is open, or
will otherwise cover the transaction.

A Fund may purchase put and call options on securities to protect against a
decline in the market value of the securities in its portfolio or to anticipate
an increase in the market value of securities that the Fund may seek to purchase
in the future. A Fund purchasing put and call options pays a premium therefor.
If price movements in the underlying securities are such that exercise of the
options would not be profitable for the Fund, loss of the premium paid may be
offset by an increase in the value of the Fund's securities or by a decrease in
the cost of acquisition of securities by the Fund.

A Fund may write call options as a means of increasing the yield on its
portfolio and as a means of providing limited protection against decreases in
its market value. A Fund will write only "covered" call options. When a Fund
sells an option, if the underlying securities do not increase or decrease to a
price level that would make the exercise of the option profitable to the holder
thereof, the option generally will expire without being exercised and the Fund
will realize as profit the premium received for such option. When a call option
of which a Fund is the writer is exercised, the Fund will be required to sell
the underlying securities to the option holder at the strike price, and will not
participate in any increase in the price of such securities above the strike
price. When a put option of which a Fund is the writer is exercised,

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the Fund will be required to purchase the underlying securities at the strike
price, which may be in excess of the market value of such securities.

The initial purchase (sale) of an option contract is an "opening
transaction." In order to close out an option position, a Fund may enter into a
"closing transaction," which is simply the sale (purchase) of an option contract
on the same security with the same exercise price and expiration date as the
option contract originally opened. The ability of a Fund to enter into closing
transactions depends upon the existence of a liquid secondary market for such
transactions.

A Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the Securities and Exchange Commission (the "SEC") that OTC
options are generally illiquid.

RISK FACTORS: Risks associated with options transactions include: (1) the
success of a hedging strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation between the movement
in prices of options and the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while a Fund will receive a premium
when it writes covered call options, it may not participate fully in a rise in
the market value of the underlying security.

PAY-IN-KIND-BONDS--Pay-in-kind bonds are securities which, at the issuer's
option, pay interest in either cash or additional securities for a specified
period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an
issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to
reflect the market value of the underlying debt plus an amount representing
accrued interest since the last payment. Pay-in-kind bonds are usually less
volatile than zero coupon bonds, but more volatile than cash pay securities.

PRIVATIZATIONS--Privatizations are foreign government programs for selling
all or part of the interests in government owned or controlled enterprises. The
ability of a U.S. entity to participate in privatizations in certain foreign
countries may be limited by local law, or the terms on which a Fund may be
permitted to participate may be less advantageous than those applicable for
local investors. There can be no assurance that foreign governments will
continue to sell their interests in companies currently owned or controlled by
them or that privatization programs will be successful.

RECEIPTS--Receipts are interests in separately traded interest and principal
component parts of U.S. Government obligations that are issued by banks or
brokerage firms and are created by depositing U.S. Government obligations into a
special account at a custodian bank. The custodian holds the interest and
principal payments for the benefit of the registered owners of the certificates
or receipts. The custodian arranges for the issuance of the certificates or
receipts evidencing ownership and maintains the register. Receipts are sold as
zero coupon securities, which means that they are sold at a substantial discount
and redeemed at face value at their maturity date without interim cash payments
of interest or principal. This discount is accreted over the life of the
security, and such accretion will constitute the income earned on the security
for both accounting and tax purposes. Because of these features, such securities
may be subject to greater interest rate volatility than interest paying
investments. Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment
Receipts" ("TIGRs"), "Liquid Yield Option Notes" ("LYONs") and "Certificates of
Accrual on Treasury Securities" ("CATS"). LYONs, TIGRs and

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<PAGE>
CATS are interests in private proprietary accounts while TRs and STRIPS (See
"U.S. Treasury Obligations") are interests in accounts sponsored by the U.S.
Treasury. Receipts are sold as zero coupon securities; see "Zero Coupon
Securities."

REPURCHASE AGREEMENTS--Repurchase agreements are agreements under which
securities are acquired from a securities dealer or bank subject to resale on an
agreed upon date and at an agreed upon price which includes principal and
interest. A Fund involved bears a risk of loss in the event that the other party
to a repurchase agreement defaults on its obligations and the Fund is delayed or
prevented from exercising its rights to dispose of the collateral or if the Fund
realizes a loss on the sale of the collateral. The Advisers and Sub-Advisers
(collectively, the "Advisers") enter into repurchase agreements only with
financial institutions which they deem to present minimal risk of bankruptcy
during the term of the agreement based on guidelines which are periodically
reviewed by the Board of Trustees. These guidelines currently permit the Funds
to enter into repurchase agreements only with approved primary securities
dealers, as recognized by the Federal Reserve Bank of New York, which have
minimum net capital of $100 million, or with a member bank of the Federal
Reserve System. Repurchase agreements are considered to be loans collateralized
by the underlying security. A Fund will have actual or constructive possession
of the security or collateral for the repurchase agreement. Repurchase
agreements entered into by the Funds will provide that the underlying security
at all times shall have a value at least equal to 102% of the price stated in
the agreement. The underlying security will be marked to market daily. The
Advisers monitor compliance with this requirement. Under all repurchase
agreements entered into by a Fund, the Custodian or its agent must take
possession of the underlying collateral. However, if the seller defaults, the
Fund could realize a loss on the sale of the underlying security to the extent
that the proceeds of sale are less than the resale price. In addition, even
though the Bankruptcy Code provides protection for most repurchase agreements,
if the seller should be involved in bankruptcy or insolvency proceedings, a Fund
may incur delay and costs in selling the security and may suffer a loss of
principal and interest if the Fund is treated as an unsecured creditor.
Repurchase agreements are considered loans under the 1940 Act.

RESTRICTED SECURITIES--Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933,
as amended (the "1933 Act"), or an exemption from registration. Section 4(2)
commercial paper is issued in reliance on an exemption from registration under
Section 4(2) of the 1933 Act, and is generally sold to institutional investors
who purchase for investment. Any resale of such commercial paper must be in an
exempt transaction, usually to an institutional investor through the issuer or
investment dealers who make a market on such commercial paper. Rule 144A
securities are securities re-sold in reliance on an exemption from registration
provided by Rule 144A under the 1933 Act.

REVERSE REPURCHASE AGREEMENTS--Certain Funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, a Fund would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. A Fund enters into reverse repurchase agreements
only to avoid otherwise selling securities during unfavorable market conditions
to meet redemptions. At the time the Fund enters into a reverse repurchase
agreement, it places in a segregated account cash or liquid securities having a
value equal to the repurchase price (including accrued interest), and will
subsequently monitor the account to ensure that such equivalent value is
maintained. Reverse repurchase agreements involve the risk that the market value
of the securities sold by a Fund may decline below the price at which it is
obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.

SECURITIES LENDING--In order to generate additional income, a Fund may lend
securities which it owns pursuant to agreements requiring that the loan be
continuously secured by collateral consisting of cash or securities of the U.S.
Government or its agencies equal to at least 100% of the market value of the
loaned securities. A Fund continues to receive interest on the loaned securities
while simultaneously

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earning interest on the investment of cash collateral. Collateral is marked to
market daily. There may be risks of delay in recovery of the securities or even
loss of rights in the collateral should the borrower of the securities fail
financially or become insolvent.

Loans are made only to borrowers deemed by the advisers to be in good
standing and when, in the judgment of the advisers, the consideration that can
be earned currently from such loaned securities justifies the attendant risk.
Any loan may be terminated by either party upon reasonable notice to the other
party. Each of the Funds may use the Distributor as a broker in these
transactions.

SECURITIES OF FOREIGN AND EMERGING MARKET ISSUERS--There are certain risks
connected with investing in foreign securities. These include risks of adverse
political and economic developments (including possible governmental seizure or
nationalization of assets), the possible imposition of exchange or currency
controls or other governmental restrictions, less uniformity in accounting and
reporting requirements, the possibility that there will be less information on
such securities and their issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad, restrictions on foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad and difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities. The
value of a Fund's investments denominated in foreign currencies will depend on
the relative strengths of those currencies and the U.S. dollar, and a Fund may
be affected favorably or unfavorably by changes in the exchange rates or
exchange or currency control regulations between foreign currencies and the U.S.
dollar. Changes in foreign currency exchange rates also may affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains if any, to be distributed to
shareholders by a Fund.

A Fund's investments in emerging markets can be considered speculative, and
therefore may offer higher potential for gains and losses than investments in
developed markets of the world. With respect to any emerging country, there may
be a greater potential for nationalization, expropriation or confiscatory
taxation, political changes, government regulation, social instability or
diplomatic developments (including war) which could affect adversely the
economies of such countries or investments in such countries. The economies of
developing countries generally are heavily dependent upon international trade
and, accordingly, have been and may continue to be adversely affected by trade
barriers, exchange or currency controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade.

In addition to the risks of investing in emerging market country debt
securities, a Fund's investment in government, government-related and
restructured debt instruments are subject to special risks, including the
inability or unwillingness to repay principal and interest, requests to
reschedule or restructure outstanding debt, and requests to extend additional
loan amounts. A Fund may have limited recourse in the event of default on such
debt instruments.

SHORT SALES--A short sale involves the sale by a Fund of a security which it
does not own. A Fund may only sell securities short "against the box." A short
sale is "against the box" if at all times during which the short position is
open, the Fund owns (or has the right to acquire) at least an equal amount of
the securities or securities convertible into, or exchangeable without further
consideration for, securities of the same issue as the securities that are sold
short.

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SOVEREIGN DEBT--The cost of servicing external debt will also generally be
adversely affected by rising international interest rates, because many external
debt obligations bear interest at rates which are adjusted based upon
international interest rates. The ability to service external debt will also
depend on the level of the relevant government's international currency reserves
and its access to foreign exchange. Currency devaluations may affect the ability
of a sovereign obligor to obtain sufficient foreign exchange to service its
external debt.

As a result of the foregoing or other factors, a governmental obligor may
default on its obligations. If such an event occurs, a Fund may have limited
legal recourse against the issuer and/or guarantor. Remedies must, in some
cases, be pursued in the courts of the defaulting party itself, and the ability
of the holder of foreign sovereign debt securities to obtain recourse may be
subject to the political climate in the relevant country. In addition, no
assurance can be given that the holders of commercial bank debt will not contest
payments to the holders of other foreign sovereign debt obligations in the event
of default under their commercial bank loan agreements.

STRUCTURED SECURITIES--The Emerging Markets Debt Fund may invest a portion
of its assets in entities organized and operated solely for the purpose of
restructuring the investment characteristics of sovereign debt obligations of
emerging market issuers. This type of restructuring involves the deposit with,
or purchase by, an entity, such as a corporation or trust, of specified
instruments (such as commercial bank loans or Brady Bonds) and the issuance by
that entity of one or more classes of securities ("Structured Securities")
backed by, or representing interests in, the underlying instruments. The cash
flow on the underlying instruments may be apportioned among the newly issued
Structured Securities to create securities with different investment
characteristics, such as varying maturities, payment priorities and interest
rate provisions, and the extent of the payments made with respect to Structured
Securities is dependent on the extent of the cash flow on the underlying
instruments. Because Structured Securities of the type in which the Fund
anticipates it will invest typically involve no credit enhancement, their credit
risk generally will be equivalent to that of the underlying instruments. The
Fund is permitted to invest in a class of Structured Securities that is either
subordinated or unsubordinated to the right of payment of another class.
Subordinated Structured Securities typically have higher yields and present
greater risks than unsubordinated Structured Securities. Structured Securities
are typically sold in private placement transactions, and there currently is no
active trading market for Structured Securities. Certain issuers of such
structured securities may be deemed to be "investment companies" as defined in
the 1940 Act. As a result, the Fund's investment in such securities may be
limited by certain investment restrictions contained in the 1940 Act.

SWAP, CAPS, FLOORS AND COLLARS--Interest rate swaps, mortgage swaps,
currency swaps and other types of swap agreements such as caps, floors and
collars are designed to permit the purchaser to preserve a return or spread on a
particular investment or portion of its portfolio, and to protect against any
increase in the price of securities a Fund anticipates purchasing at a later
date.

Swap agreements will tend to shift a Fund's investment exposure from one
type of investment to another. Depending on how they are used, swap agreements
may increase or decrease the overall volatility of a Fund's investment and their
share price and yield.

In a typical interest rate swap, one party agrees to make regular payments
equal to a floating interest rate times a "notional principal amount," in return
for payments equal to a fixed rate times the same amount, for a specific period
of time. Swaps may also depend on other prices or rates, such as the value of an
index or mortgage prepayment rates. In a typical cap or floor agreement, one
party agrees to make payments only under specified circumstances, usually in
return for payment of a fee by the other party. For example, the buyer of an
interest rate cap obtains the right to receive payments to the extent that a
specific interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a specified
interest rate falls below an agreed-upon level. An interest rate collar combines
elements of buying a cap and selling a floor.

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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.

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Delivery of and payment for these securities may occur a month or more after the
date of the purchase commitment. A Fund will maintain a separate account with
liquid securities or cash in an amount at least equal to these commitments. The
interest rate realized on these securities is fixed as of the purchase date, and
no interest accrues to a Fund before settlement. These securities are subject to
market fluctuation due to changes in market interest rates, and it is possible
that the market value at the time of settlement could be higher or lower than
the purchase price if the general level of interest rates has changed. Although
a Fund generally purchases securities on a when-issued or forward commitment
basis with the intention of actually acquiring securities, a Fund may dispose of
a when-issued security on a forward commitment prior to settlement if the
Adviser deems it appropriate to do so. When investing in when-issued securities,
a Fund will not accrue income until delivery of the securities and will invest
in such securities only for purposes of actually acquiring the securities and
not for purposes of leveraging.

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

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

YEAR 2000 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 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

S-22
<PAGE>
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.

INVESTMENT LIMITATIONS

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

1. With respect to 75% of its total assets, (i) purchase securities of any
issuer (except securities issued or guaranteed by the United States
Government, its agencies or instrumentalities) if, as a result, more

S-23
<PAGE>
than 5% of its total assets would be invested in the securities of such
issuer; or (ii) acquire more than 10% of the outstanding voting securities
of any one issuer. This limitation does not apply to the Emerging Markets
Debt Fund.

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

3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate a Fund to purchase securities or require a
Fund to segregate assets are not considered to be borrowings. To the extent
that its borrowings exceed 5% of its assets, (i) all borrowings will be
repaid before making additional investments and any interest paid on such
borrowings will reduce income, and (ii) asset coverage of at least 300% is
required.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Fund may (i) purchase or hold debt
instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) lend its securities.

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including 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 Investment Company Act of 1940,
as amended (the "1940 Act"), except as permitted by rule, regulation or
order of the SEC.

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

The International Fixed Income Fund may not:

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

2. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of the total assets of the Fund. This
borrowing provision is included solely to facilitate the orderly sale of
fund securities to accommodate substantial redemption requests if they
should occur and is not for investment purposes. All borrowings will be
repaid before making additional investments for the Fund and any interest
paid on such borrowings will reduce the income of the Fund.

3. Pledge, mortgage or hypothecate assets except to secure temporary borrowings
as described in the Prospectuses in aggregate amounts not to exceed 10% of
the net assets of such Fund taken at current value at the time of the
incurrence of such loan.

4. Make loans, except that the Fund may (i) purchase or hold debt securities in
accordance with its investment objectives and policies; (ii) engage in
securities lending as described in this Prospectus and in the Statement of
Additional Information; and (iii) enter into repurchase agreements, provided
that repurchase agreements and time deposits maturing in more than seven
days, and other illiquid

S-24
<PAGE>
securities, including securities which are not readily marketable or are
restricted, are not to exceed, in the aggregate, 10% of the total assets of
the Fund.

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

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

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

8. Make short sales of securities, maintain a short position or purchase
securities on margin, except as described in the Prospectus and except that
the Trust may obtain short-term credits as necessary for the clearance of
security transactions.

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

10. Purchase securities of other investment companies except as permitted by the
1940 Act and the rules and regulations thereunder and may only purchase
securities of money market funds. Under these rules and regulations, the
Fund is prohibited from acquiring the securities of other investment
companies if, as a result of such acquisition, the Fund owns more then 3% of
the total voting stock of the company; securities issued by any one
investment company represent more than 5% of the total Fund assets; or
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Fund. A Fund's purchase
of such investment company securities results in the bearing of expenses
such that shareholders would indirectly bear a proportionate share of the
operating expenses of such investment companies, including advisory fees.

11. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowing as described in the Prospectuses and this Statement
of Additional Information or as permitted by rule, regulation or order of
the SEC.

12. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of 1% of the
shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.

13. Purchase securities of any company which has (with predecessors) a record of
less than three years continuing operations if, as a result, more than 5% of
the total assets (taken at current value) would be invested in such
securities.

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

15. Purchase restricted securities (securities which must be registered under
the 1933 Act, before they may be offered or sold to the public) or other
illiquid securities except as described in the Prospectuses and this
Statement of Additional Information.

For purposes of the industry concentration limitations discussed above,
these definitions apply to each Fund, and for purposes of the International
Fixed Income Fund, these limitations form part of the fundamental limitation:
(i) utility companies will be divided according to their services, for example,
gas, gas transmission, electric and telephone will each be considered a separate
industry; (ii) financial service 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

S-25
<PAGE>
(iv) governmental issuers within a particular country will be deemed to be
conducting their principal business in the same industry.

The foregoing percentages will apply at the time of the purchase of a
security and shall not be violated unless an excess or deficiency occurs,
immediately after or as a result of a purchase of such security. These
investment limitations are fundamental policies of the Trust and may not be
changed without shareholder approval.

NON-FUNDAMENTAL POLICIES

The following investment limitations are non-fundamental policies and may be
changed without shareholder approval.

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

1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
by the Fund's fundamental limitation on borrowing.

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

3. Purchase securities on margin or effect short sales, except that each Fund
may (i) obtain short-term credits as necessary for the clearance of security
transactions, (ii) provide initial and variation margin payments in
connection with transactions involving futures contracts and options on such
contracts, and (iii) make short sales "against the box" or in compliance
with the SEC's position regarding the asset segregation requirements of
Section 18 of the 1940 Act.

4. Purchase securities which are not readily marketable if, in the aggregate,
more than 15% of its total assets would be invested in such securities.

5. Purchase or hold illiquid securities, I.E., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its total
assets would be invested in illiquid securities.

6. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.

THE 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 Funds, 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 Funds or by the
Administrator on not less than 30 days' nor more than 60

S-26
<PAGE>

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 1945. 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 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, Bishop Street
Funds, Boston 1784 Funds-Registered Trademark-, CNI Charter Funds, CUFUND, The
Expedition Funds, First American Funds, Inc., First American Investment Funds,
Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The
Nevis Fund, Inc., Oak Associates Funds, The Parkstone Advantage Fund, 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 and TIP Fund, UAM Funds, Inc. and UAM Funds, Inc. II,
each of which is distributed by SEI Investments Distribution Co.

If operating expenses of any Fund 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
Internal Revenue Code of 1986, as amended (the "Code"). The term "expenses" is
defined in such laws or regulations, and generally excludes brokerage
commissions, distribution expenses, taxes, interest and extraordinary expenses.

For the fiscal year ended February 28, 1998, the fiscal period ended
September 30, 1998, and the fiscal year ended September 30, 1999, the Funds paid
fees to the Administrator as follows:

<TABLE>
<CAPTION>
ADMINISTRATION FEES PAID ADMINISTRATION FEES
(REIMBURSED) (000) WAIVED (000)
------------------------------ ------------------------------
FUND 1998 1998 1999 1998 1998 1999
- ---- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund................. $2,975 $2,645 $6,241 $ 0 $ 0 $ 0
Emerging Markets Equity Fund.............. $2,180 $2,016 $4,600 $ 0 $ 0 $ 0
International Fixed Income Fund........... $1,784 $1,637 $3,908 $ 11 $ 0 $ 0
Emerging Markets Debt Fund................ $ 311 $ 604 $1,458 $ 64 $33 $ 0
</TABLE>

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

* Not in operation during such period.

THE ADVISERS AND SUB-ADVISERS

SEI INVESTMENTS MANAGEMENT CORPORATION

SEI Investments Management Corporation ("SIMC" or the "Adviser") serves as
the investment adviser for the International Equity, Emerging Markets Equity and
Emerging Markets Debt Funds. SIMC is a wholly-owned subsidiary of SEI
Investments, a financial services company. The principal business address of
SIMC and SEI Investments is Oaks, Pennsylvania 19456. SEI Investments was
founded in 1968 and is a leading provider of investment solutions to banks,
institutional investors, investment advisers and insurance companies. Affiliates
of SIMC have provided consulting advice to institutional investors for more than
20 years, including advice regarding selection and evaluation of investment
advisers. SIMC and its affiliates currently serve as adviser or administrator to
more than 46 investment companies, including more than 387 portfolios SIMC had
more than $56 billion in assets under management as of October 31, 1999.

S-27
<PAGE>
In its role as the investment adviser to the International Equity, Emerging
Markets Equity and Emerging Markets Debt Funds, SIMC operates as a "manager of
managers." As adviser, SIMC oversees the investment advisory services provided
to the International Equity, Emerging Markets Equity and Emerging Markets Debt
Funds and manages the cash portion of the International Equity and Emerging
Markets Equity Funds' assets. Pursuant to separate sub-advisory agreements with
SIMC, and under the supervision of SIMC and the Board of Trustees, the
sub-advisers are responsible for the day-to-day investment management of all or
a discrete portion of the assets of the International Equity, Emerging Markets
Equity and Emerging Markets Debt Funds. The sub-advisers are selected based
primarily upon the research and recommendations of SIMC, which evaluates
quantitatively and qualitatively each sub-adviser's skills and investment
results in managing assets for specific asset classes, investment styles and
strategies.

Subject to Board review, SIMC allocates and, when appropriate, reallocates
the Funds' assets among sub-advisers, monitors and evaluates sub-adviser
performance, and oversees sub-adviser compliance with the Funds' investment
objectives, policies and restrictions. SIMC HAS THE ULTIMATE RESPONSIBILITY FOR
THE INVESTMENT PERFORMANCE OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY
AND EMERGING MARKETS DEBT FUNDS DUE TO ITS RESPONSIBILITY TO OVERSEE
SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT.

For these advisory services, SIMC is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of 0.505% of the International Equity
Fund's average daily net assets, 1.05% of the Emerging Markets Equity Fund's
average daily net assets, and 0.85% of the Emerging Markets Debt Fund's average
daily net assets.

For the fiscal year ended September 30, 1999, the International Equity,
Emerging Markets Equity and Emerging Markets Debt Funds paid advisory fees,
after fee waivers, of 0.48%, 0.79%, and 0.56% respectively, of their average
daily net assets. SIMC paid the sub-advisers a fee based on a percentage of the
average monthly market value of the assets managed by each sub-adviser out of
its advisory fee.

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

STRATEGIC FIXED INCOME, L.L.C.

Strategic Fixed Income, L.L.C. ("Strategic") serves as the investment
adviser to the International Fixed Income Fund. Strategic is a Delaware limited
liability company whose predecessor was formed in 1991 to manage multi-currency
fixed income portfolios. The managing member of the firm is Gobi Investment
Inc., of which Kenneth Windheim is the sole shareholder, and the limited partner
is Strategic Investment Management ("SIM"). As of October 31, 1999, Strategic
managed $3.8 billion of client assets. The principal address of Strategic is
1001 Nineteenth Street North, Suite 1720, Arlington, Virginia 22209.

Strategic is entitled to a fee which is calculated daily and paid monthly by
the Fund, at an annual rate of 0.15% of the average daily net assets of the
International Fixed Income Fund. Prior to January 1, 2000, Strategic was
entitled to a fee of 0.30% of the average daily net assets of the Fund. For the
fiscal year ended September 30, 1999, Strategic received an advisory fee (after
fee waivers) from the Fund of 0.25% of its average daily net assets.

THE SUB-ADVISERS

ACADIAN ASSET MANAGEMENT, INC.

Acadian Asset Management, Inc. ("Acadian") serves as a sub-adviser for a
portion of the assets of the International Equity Fund. As of November 30, 1999,
Acadian, a wholly-owned subsidiary of United Asset Management Corporation
("UAM"), had approximately $5.3 billion in assets under management.

S-28
<PAGE>

BLACKROCK INTERNATIONAL, LTD.

("BlackRock International") serves as a sub-adviser to a portion of the
assets of the International Equity Fund. As of November 30, 1999, BlackRock
International had approximately $2 billion in assets under management.

CAPITAL GUARDIAN TRUST COMPANY

Capital Guardian Trust Company ("CGTC") serves as a sub-adviser for a
portion of the assets of the International Equity Fund. As of November 30, 1999,
CGTC had over $108 billion in assets under management.

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED

Coronation Asset Management (Proprietary) Limited ("Coronation") serves as a
sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. As
of November 30, 1999, Coronation had approximately $5.8 billion in assets under
management.

CREDIT SUISSE ASSET MANAGEMENT LIMITED

Credit Suisse Asset Management Limited ("Credit Suisse") acts as a
sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. As
of November 30, 1999, Credit Suisse had approximately $186 billion in assets
under management.

MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.

Morgan Stanley Asset Management Inc. ("MSDW") acts as a Sub-Adviser for a
portion of the assets of the Emerging Markets Equity Fund. As of November 30,
1999, MSDW had approximately $166 billion in assets under management.

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT

Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as a
Sub-Adviser Manager to a portion of the assets of the Emerging Markets Equity
Fund. As of November 30, 1999, Nicholas-Applegate had discretionary management
authority with respect to approximately $32.9 billion of assets.

OECHSLE INTERNATIONAL ADVISORS, LLC

Oechsle International Advisers, LLC ("Oechsle") serves as a Sub-Adviser to a
portion of the assets of the International Equity Fund. As of November 30, 1999,
Oechsle had approximately $16.8 billion in assets under management.

SALOMON BROTHERS ASSET MANAGEMENT INC

Salomon Brothers Asset Management Inc ("SBAM") serves as the sub-adviser for
the assets of the Emerging Markets Debt Fund. As of November 30, 1999, SBAM had
approximately $24.4 billion in assets under management.

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

SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management
(Singapore) Ltd. ("SGY") jointly serve as sub-adviser for a portion of the
assets of the International Equity and Emerging Markets Equity Funds. Societe
Generale Asset Management (North Pacific), a French financial services
conglomerate, has a controlling interest in SG Yamaichi Asset Management Co.,
Ltd. (formerly, Yamaichi International Capital Management Co., Ltd.) ("SG
Yamaichi"), the parent of SG Pacific and SGY. SG Yamaichi serves as a
sub-adviser for a portion of the assets of the International Equity Fund. As of
November 30, 1999, SG Yamaichi and its affiliates had over $24.4 billion in
assets under management.

The Advisory Agreements and certain of the Sub-Advisory Agreements provide
that SIMC (or any Sub-Adviser) shall not be protected against any liability to
the Trust or its shareholders by reason of willful

S-29
<PAGE>
misfeasance, bad faith or gross negligence on its part in the performance of its
duties, or from reckless disregard of its obligations or duties thereunder. In
addition, certain of the Sub-Advisory Agreements provide that the Sub-Adviser
shall not be protected against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or negligence on its part in the
performance of its duties, or from reckless disregard of its obligations or
duties thereunder.

The continuance of each Advisory and Sub-Advisory Agreement must be
specifically approved at least annually (i) by the vote of a majority of the
outstanding shares of that Fund or by the Trustees, and (ii) by the vote of a
majority of the Trustees who are not parties to such Advisory or Sub-Advisory
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. Each Advisory and
Sub-Advisory Agreement will terminate automatically in the event of its
assignment, and is terminable at any time without penalty by the Trustees of the
Trust or, with respect to a Fund, by a majority of the outstanding shares of
that Fund, on not less than 30 days' nor more than 60 days' written notice to
the Adviser or Sub-Adviser, or by the Adviser or Sub-Adviser on 90 days' written
notice to the Trust.

SIMC has obtained an exemptive order from the SEC that permits SIMC, with
the approval of the Trust's Board of Trustees, to retain unaffiliated
sub-advisers for a Fund without submitting the sub-advisory agreement to a vote
of the Fund's shareholders. The exemptive relief permits the non-disclosure of
amounts payable by SIMC under such sub-advisory agreements. The Trust will
notify shareholders in the event of any change in the identity of the
sub-adviser for a Fund.

For the fiscal year ended February 28, 1998, the fiscal period ended
September 30, 1998, and the fiscal year ended September 30, 1999, the Funds paid
advisory fees as follows:

<TABLE>
<CAPTION>
FEES PAID (000) FEE WAIVERS (000)
------------------------------ ------------------------------
FUND 02/28/98 09/30/98 09/30/99 02/28/98 09/30/98 09/30/99
- ---- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund.......... $2,719 $2,656 $6,624 $ 619 $ 411 $ 380
Emerging Markets Equity Fund....... $2,341 $2,361 $5,579 $1,180 $ 896 $1,377
International Fixed Income Fund.... $ 748 $ 682 $1,628 $ 150 $ 137 $ 326
Emerging Markets Debt Fund......... $ 340 $ 558 $1,266 $ 149 $ 275 $ 636
</TABLE>

For the fiscal year ended February 28, 1998, the fiscal period ended
September 30, 1998, and the fiscal year ended September 30, 1999, SIMC paid
sub-advisory fees as follows:

<TABLE>
<CAPTION>
SUB-ADVISORY FEES SUB-ADVISORY FEES
PAID (000) WAIVED (000)
------------------------------ ------------------------------
FUND 02/28/98 09/30/98 09/30/99 02/28/98 09/30/98 09/30/99
- ---- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund.......... $1,727 $1,534 $4,042 $0 $ 0 $ 0
Emerging Markets Equity Fund....... $1,846 $1,596 $4,262 $0 $ 0 $ 0
Emerging Markets Debt Fund......... $ 254 $ 393 $ 930 $0 $18 $30
</TABLE>

DISTRIBUTION AND SHAREHOLDER SERVICING

The Trust has adopted a Distribution Agreement for the Funds. The Trust has
also adopted a Distribution Plan (the "Class D Plan") for the shares of the
Class D shares of the International Equity Fund in accordance with the
provisions of Rule 12b-1 under the 1940 Act which regulates circumstances under
which an investment company may directly or indirectly bear expenses relating to
the distribution of its shares. In this connection, the Board of Trustees has
determined that the Class D Plan and Distribution Agreement are in the best
interests of the shareholders. Continuance of the Class D Plan must be approved
annually by a majority of the Trustees of the Trust and by a majority of the
Qualified Trustees, as defined in the Class D Plan. The Class D Plan requires
that quarterly written reports of amounts spent under the Class D Plan and the
purposes of such expenditures be furnished and reviewed by the Trustees. The
Class D Plan may not be amended to increase materially the amount which may be
spent thereunder without approval by a majority of the outstanding shares of the
Fund or class affected. All material

S-30
<PAGE>
amendments of the Class D Plan will require approval by a majority of the
Trustees of the Trust and of the Qualified Trustees.

The Class D Plan provides that the Trust will pay a fee of up to 0.30% of
the average daily net assets of the International Equity Fund's Class D shares
that the Distributor can use to compensate broker-dealers and service providers,
including SEI Investments Distribution Co. and its affiliates, which provide
distribution-related services to the International Equity Fund's Class D
shareholders or their customers who beneficially own Class D shares. The
Class D Plan provides that, if there are more than one series of Trust
securities having a Class D class, expenses incurred pursuant to the Class D
Plan will be allocated among such several series of the Trust on the basis of
their relative net asset values, unless otherwise determined by a majority of
the Qualified Trustees. See "Distribution of Fund Shares," in the Class D
Prospectus.

The distribution related services that may be provided under the Plan
include establishing and maintaining customer accounts and records; aggregating
and processing purchase and redemption requests from customers; and placing net
purchase and redemption orders with the Distributor; and automatically investing
customer account cash balances.

Except to the extent that the Administrator and Adviser benefitted through
increased fees from an increase in the net assets of the Trust which may have
resulted in part from the expenditures, no interested person of the Trust nor
any Trustee of the Trust who is not an interested person of the Trust had a
direct or indirect financial interest in the operation of the Class D Plan or
related agreements.

The Funds have also adopted a shareholder servicing plan for their Class A
shares (the "Service Plan"). Under the Service Plan, the Distributor may
perform, or may compensate other service providers for performing, the following
shareholder services: maintaining client accounts; arranging for bank wires;
responding to client inquiries concerning services provided on investments;
assisting clients in changing dividend options, account designations and
addresses; sub-accounting; providing information on share positions to clients;
forwarding shareholder communications to clients; processing purchase, exchange
and redemption orders; and processing dividend payments. Under the Service Plan,
the Distributor may retain as a profit any difference between the fee it
receives and the amount it pays to third parties.

Although banking laws and regulations prohibit banks from distributing
shares of open-end investment companies such as the Trust, according to an
opinion issued to the staff of the Securities and Exchange Commission ("SEC") by
the Office of the Comptroller of the Currency, financial institutions are not
prohibited from acting in other capacities for investment companies, such as
providing shareholder services. Should future legislative, judicial or
administrative action prohibit or restrict the activities of financial
institutions in connection with providing shareholder services, the Trust may be
required to alter materially or discontinue its arrangements with such financial
institutions.

For the fiscal year ended September 30, 1999, the International Equity Fund
incurred the following distribution expenses:

<TABLE>
<CAPTION>
AMOUNT PAID TO
3RD PARTIES BY
TOTAL DIST. SIDCO FOR
EXPENSES DISTRIBUTOR
TOTAL DIST. AS A % OF RELATED SALES PRINTING OTHER
FUND CLASS EXPENSES NET ASSETS SERVICES EXPENSES COSTS COSTS*
- ---- -------- ----------- ----------- -------------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
International Equity Fund.... D $766 0.25% $0 $0 $0 $0
</TABLE>

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

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

S-31
<PAGE>
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, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CNI Charter Funds, CUFUND, The Expedition Funds,
FMB Funds, Inc., First American Funds, First American Investment Funds, Inc.,
First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis
Funds, Inc., Oak Associates Funds, The Parkstone Advantage Fund, 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 Investments Trust, SEI Institutional Managed Trust, SEI
Insurance Products Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust, and TIP Funds, each of which is an
open-end management investment company managed by SEI Investments Fund
Management or its affiliates.

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, Boston 1784 Funds-Registered Trademark-, The
Expedition Funds, Oak Associates 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
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, Oak
Associates 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 Liquid Asset Trust and SEI Tax
Exempt Trust.

F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--President, Orange County
Publishing Co., Inc.; Publisher, Paoli News and Paoli Republican; and Editor,
Paoli Republican, October 1981-January 1997. President, H&W Distribution, Inc.,
since July 1984. Executive Vice President, Trust Department, Harris Trust and
Savings Bank and Chairman of the Board of Directors of The Harris Trust Company
of Arizona before January 1981. Trustee of SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds and STI Classic Variable
Trust.

JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, The Expedition Funds, Oak Associates 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
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

S-32
<PAGE>

Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust, since
1995. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition
Funds, Oak Associates 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 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--Vice President and Assistant Secretary of SEI Investments, SIMC, the
Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law
firm), 1994-1995. Associate, Winston & Strawn (law firm), 1991-1994.

JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of SEI Investments since January 1998. Vice
President of the Administrator and Distributor since May 1999. Vice President
and Assistant Secretary of SIMC since December 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.

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.

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

EDWARD T. SEARLE (DOB 04/03/54)--Vice President and Assistant
Secretary--Employed by SEI Investments since August 1999. Vice President and
Assistant Secretary of SIMC, the Administrator and Distributor since December
1999. Associate, Drinker Biddle & Reath LLP, 1998-1999. Associate, Ballard,
Spahr, Andrews & Ingersoll, LLP, 1995-1998.

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

S-33
<PAGE>

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
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.

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

*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 and Sullivan serve as members of the Audit Committee of
the Trust.

S-34
<PAGE>
PERFORMANCE

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

The total return of a Fund refers to the average compounded rate of return
to a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Fund commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula:

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

Based on the foregoing, the average annual total return for the Funds from
inception through September 30, 1999, and for the one, five and ten year periods
ended September 30, 1999 were as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
-------------------------------------------
ONE SINCE
FUND CLASS YEAR FIVE YEAR TEN YEAR INCEPTION
- ---- ----- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
International Equity Fund A................ 37.86% 9.75% * 6.77%
D (with load).... 30.77% 8.34% * 7.73%
D (without
load).......... 37.69% 9.46% * 8.76%

Emerging Markets Equity Fund A................ 48.23% * * (1.68)%

International Fixed Income Fund A................ (1.36)% 6.85% * 6.57%

Emerging Markets Debt Fund A................ 31.15% * * (3.72)%
</TABLE>

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

* Not in operation during such period.

From time to time, the Trust may advertise the yield of the International
Fixed Income Fund. The yield of the Fund refers to the annualized income
generated by an investment in the Fund over a specified 30-day period. The yield
is calculated by assuming that the income generated by the investment during
that period is generated for each like period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

Yield = 2([(a-b)/cd + 1]TO THE POWER OF 6 - 1) where a = dividends and
interest earning during the period; b = expenses accrued for the period
(net of reimbursement); c = the current daily number of shares
outstanding during the period that were entitled to receive dividends;
and d = the maximum offering price per share on the last day of the
period.

Actual yields will depend on such variables as asset quality, average asset
maturity, the type of instruments a Fund invests in, changes in interest rates
on money market instruments, changes in the expenses of a Fund and other
factors.

Yields are one basis upon which investors may compare a Fund with other
mutual funds; however, yields of other mutual funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.

For the 30-day period ended September 30, 1999, the yield for the
International Fixed Income and Emerging Markets Debt Funds was 2.94% and 9.77%,
respectively.

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

S-35
<PAGE>
PURCHASE AND REDEMPTION OF SHARES

The purchase and redemption price of shares is the net asset value of each
share. A Fund's securities are valued by SEI Management pursuant to valuations
provided by an independent pricing service (generally the last quoted sale
price). Fund securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sale price on each
Business Day (defined as days on which the New York Stock Exchange is open for
business ("Business Day")) or, if there is no such reported sale, at the most
recently quoted bid price. Unlisted securities for which market quotations are
readily available are valued at the most recently quoted bid price. The pricing
service may also use a matrix system to determine valuations. This system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
valuations. The procedures of the pricing service and its valuations are
reviewed by the officers of the Trust under the general supervision of the
Trustees.

Information about the market value of each portfolio security may be
obtained by SEI Management from an independent pricing service. The pricing
service may use a matrix system to determine valuations of equity and fixed
income securities. This system considers such factors as security prices,
yields, maturities, call features, ratings and developments relating to specific
securities in arriving at valuations. The pricing service may also provide
market quotations. The procedures used by the pricing service and its valuations
are reviewed by the officers of the Trust under the general supervision of the
Trustees. Fund securities for which market quotations are available are valued
at the last quoted sale price on each Business Day or, if there is no such
reported sale, at the most recently quoted bid price.

Securities with remaining maturities of 60 days or less will be valued by
the amortized cost method, which involves valuing a security at its cost on the
date of purchase and thereafter (absent unusual circumstances) assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuations in general market rates of interest on the value of the
instrument. While this method provides certainty in valuation, it may result in
periods during which value, as determined by this method, is higher or lower
than the price the Trust would receive if it sold the instrument. During periods
of declining interest rates, the daily yield of a Fund may tend to be higher
than a like computation made by a company with identical investments utilizing a
method of valuation based upon market prices and estimates of market prices for
all of its portfolio securities. Thus, if the use of amortized cost by a Fund
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in a Fund would be able to obtain a somewhat higher yield that would
result from investment in a company utilizing solely market values, and existing
shareholders in the Fund would experience a lower yield. The converse would
apply during a period of rising interest rates.

Shares of a Fund may be purchased in exchange for securities included in the
Fund subject to SEI Management's determination that the securities are
acceptable. Securities accepted in an exchange will be valued at the market
value. All accrued interest and subscription of other rights which are reflected
in the market price of accepted securities at the time of valuation become the
property of the Trust and must be delivered by the Shareholder to the Trust upon
receipt from the issuer.

SEI Management will not accept securities for a Fund unless: (1) such
securities are appropriate in the Fund at the time of the exchange; (2) such
securities are acquired for investment and not for resale; (3) the Shareholder
represents and agrees that all securities offered to the Trust for the Fund are
not subject to any restrictions upon their sale by the Fund under the Securities
Act of 1933, or otherwise; (4) such securities are traded on the American Stock
Exchange, the New York Stock Exchange or on NASDAQ in an unrelated transaction
with a quoted sales price on the same day the exchange valuation is made or,if
not listed on such exchanges or on NASDAQ, have prices available from an
independent pricing service approved by the Trust's Board of Trustees; and
(5) the securities may be acquired under the investment restrictions applicable
to the Fund.

S-36
<PAGE>
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period during which trading
on the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or evaluation of the portfolio securities is not reasonably
practicable, or for such other periods as the SEC may by order permit. The Trust
also reserves the right to suspend sales of shares of the Funds for any period
during which the New York Stock Exchange, the Manager, the Advisers, the
Distributor and/or the Custodians are not open for business. Currently, the
following holidays are observed by the Trust: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

It is currently the Trust's policy to pay for all redemptions in cash. The
Trust retains the right, however, to alter this policy to provide for
redemptions in whole or in part by a distribution in kind of securities held by
a Fund in lieu of cash. Shareholders may incur brokerage charges in connection
with the sale of such securities. However, a shareholder will at all times be
entitled to aggregate cash redemptions from a Fund of the Trust during any
90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in
cash. A gain or loss for federal income tax purposes would be realized by a
shareholder subject to taxation upon an in-kind redemption depending upon the
shareholder's basis in the shares of the Fund redeemed.

Fund securities may be traded on foreign markets on days other than Business
Days or the net asset value of a Fund may be computed on days when such foreign
markets are closed. In addition, foreign markets may close at times other than
4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a
Fund may not reflect all events that may affect the value of the Fund's foreign
securities unless the Adviser determines that such events materially affect net
asset value in which case net asset value will be determined by consideration of
other factors.

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

REDUCTIONS IN SALES CHARGES

In calculating the sales charge rates applicable to current purchases of
Class D shares, members of the following affinity groups and clients of the
following broker-dealers, each of which has entered into an agreement with the
Distributor, are entitled to the following percentage-based discounts from the
otherwise applicable sales charge:

<TABLE>
<CAPTION>
PERCENTAGE DATE OFFER DATE OFFER
NAME OF GROUP DISCOUNT STARTS TERMINATES
- ------------- ---------- ---------- ----------
<S> <C> <C> <C>
BHC Securities, Inc. ......................... 10% 12/29/94 N/A
First Security Investor Services, Inc. ....... 10% 12/29/94 N/A
</TABLE>

Those members or clients who take advantage of a percentage-based reduction
in the sales charge during the offering period noted above may continue to
purchase shares at the reduced sales charge rate after the offering period
relating to each such purchaser's affinity group or broker-dealer relationship
has terminated.

Please contact the Distributor at 1-800-437-6016 for more information.

S-37
<PAGE>
SHAREHOLDER SERVICES (CLASS D SHARES)

The following is a description of plans and privileges by which the sale
charges imposed on the Class D shares of the International Equity Fund may be
reduced.

RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity
discounts when his or her new investment, together with the current offering
price value of all holdings of that shareholder in certain eligible portfolios,
reaches a discount level. See "Purchase and Redemption of Shares" in the
Prospectus for the sales charge on quantity purchases.

LETTER OF INTENT: The reduced sales charges are also applicable to the
aggregate amount of purchases made by a purchaser within a 13-month period
pursuant to a written Letter of Intent provided to the Distributor that
(i) does not legally bind the signer to purchase any set number of shares and
(ii) provides for the holding in escrow by the Administrator of 5% of the amount
purchased until such purchase is completed within the 13-month period. A Letter
of Intent may be dated to include shares purchased up to 90 days prior to the
date the Letter is signed. The 13-month period begins on the date of the
earliest purchase. If the intended investment is not completed, the
Administrator will surrender an appropriate number of the escrowed shares for
redemption in order to recover the difference between the sales charge imposed
under the Letter of Intent and the sales charge that would have otherwise been
imposed.

DISTRIBUTION INVESTMENT OPTION: Distributions of dividends and capital
gains made by a Fund may be automatically invested in shares of another Fund if
shares of that Fund are available for sale. Such investments will be subject to
initial investment minimums, as well as additional purchase minimums. A
shareholder considering the Distribution Investment Option should obtain and
read the prospectus of the other Funds and consider the differences in
objectives and policies before making any investment.

REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of the Fund
has a one-time right to reinvest the redemption proceeds in shares of a Fund at
their net asset value as of the time of reinvestment. Such a reinvestment must
be made within 30 days of the redemption and is limited to the amount of the
redemption proceeds. Although redemptions and repurchases of shares are taxable
events, a reinvestment within such 30-day period in the same fund is considered
a "wash sale" and results in the inability to recognize currently all or a
portion of a loss realized on the original redemption for federal income tax
purposes. The investor must notify the Transfer Agent at the time the trade is
placed that the transaction is a reinvestment.

EXCHANGE PRIVILEGE: Some or all of the Fund's Class D shares for which
payment has been received (I.E., an established account), may be exchanged for
Class D shares of other portfolios of SEI Liquid Asset Trust, SEI Tax Exempt
Trust, and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at
net asset value plus any applicable sales charge. SEI Funds' portfolios that are
not money market portfolios currently impose a sales charge on Class D shares. A
shareholder who exchanges into one of these "non-money market" portfolios will
have to pay a sales charge on any portion of the exchanged Class D shares for
which he or she has not previously paid a sales charge. If a shareholder has
paid a sales charge on Class D shares, no additional sales charge will be
assessed when he or she exchanges those Class D shares for other Class D shares.
If a shareholder buys Class D shares of a "non-money market" fund and receives a
sales load waiver, he or she will be deemed to have paid the sales load for
purposes of this exchange privilege. In calculating any sales charge payable on
an exchange transaction, the SEI Funds will assume that the first shares a
shareholder exchanges are those on which he or she has already paid a sales
charge. Sales charge waivers may also be available under certain circumstances,
as described in the Prospectuses. The Trust reserves the right to change the
terms and conditions of the exchange privilege discussed herein, or to terminate
the exchange privilege, upon sixty days' notice. Exchanges will be made only
after proper instructions in writing or by telephone (an "Exchange Request") are
received for an established account by the Distributor.

S-38
<PAGE>
A shareholder may exchange the shares of the Fund's Class D shares, for
which good payment has been received, in his or her account at any time,
regardless of how long he or she has held his or her shares.

Each Exchange Request must be in proper form (I.E., if in writing, signed by
the record owner(s) exactly as the shares are registered; if by telephone,
proper account identification is given by the dealer or shareholder of record),
and each exchange must involve either shares having an aggregate value of at
least $1,000 or all the shares in the account. Each exchange involves the
redemption of the shares of the Fund (the "Old Fund") to be exchanged and the
purchase at net asset value (I.E., without a sales charge) of the shares of the
other Funds (the "New Funds"). Any gain or loss on the redemption of the shares
exchanged is reportable on the shareholder's federal income tax return, unless
such shares were held in a tax-deferred retirement plan or other tax-exempt
account. If the Exchange Request is received by the Distributor in writing or by
telephone on any business day prior to the redemption cut-off time specified in
each Prospectus, the exchange usually will occur on that day if all the
restrictions set forth above have been complied with at that time. However,
payment of the redemption proceeds by the Old Funds, and thus the purchase of
shares of the New Funds, may be delayed for up to seven days if the Fund
determines that such delay would be in the best interest of all of its
shareholders. Investment dealers which have satisfied criteria established by
the Funds may also communicate a shareholder's Exchange Request to the Fund
subject to the restrictions set forth above. No more than five exchange requests
may be made in any one telephone Exchange Request.

TAXES

QUALIFICATION AS A RIC

The following discussion of federal income tax consequences is based on the
Code and the regulations issued thereunder as in effect on the date of this
Statement. New legislation, as well as administrative or court decisions, may
significantly change the conclusions expressed herein and may have a retroactive
effect with respect to the transactions contemplated herein.

In order to qualify for treatment as a regulated investment company ("RIC")
under the Code, a Fund must distribute annually to its shareholders at least the
sum of 90% of its net interest income excludable from gross income plus 90% of
its investment company taxable income (generally, net investment income,
including net short-term capital gain) ("Distribution Requirement") and must
meet several additional requirements. Among these requirements are the
following: (i) at least 90% of a Fund's gross income each taxable year must be
derived from dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of stocks or securities or foreign
currencies or other income (including gains from forward contracts) derived with
respect to its business of investing in stocks or securities; (ii) at the close
of each quarter of a Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, United States Government
securities, securities of other RICs and other securities, with such other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of a Fund's total assets and that does not represent more
than 10% of the outstanding voting securities of the issuer; and (iii) at the
close of each quarter of a Fund's taxable year, not more than 25% of the value
of its total assets may be invested in securities (other than U.S. Government
securities or the securities of other RICs) of any one issuer or of two or more
issuers engaged in the same, similar, or related trades or businesses if the
Fund owns at least 20% of the voting power of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital
gain, a Fund will be subject to a nondeductible 4% federal excise tax to the
extent it fails to distribute by the end of any calendar year at least 98% of
its ordinary income for that year and 98% of its capital gain net income for the
one-year period ending on October 31, of that year,

S-39
<PAGE>
plus certain other amounts. Each Fund intends to make sufficient distributions
to avoid liability for the federal excise tax applicable to RICs.

The use of hedging strategies, such as entering into forward foreign
currency contracts, involves complex rules that will determine for income tax
purposes the character and timing of recognition of the income received in
connection therewith by the Fund. Income from foreign currencies, and income
from transactions in forward contracts that are directly related to a Fund's
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement.

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

If a 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.

A Fund will be required in certain cases to withhold and remit to the United
States Treasury 31% of amounts payable to any shareholder who (1) has provided
the Fund either an incorrect tax identification number or no number at all,
(2) who is subject to backup withholding by the Internal Revenue Service for
failure to properly report payments of interest or dividends, or (3) who has
failed to certify to the Fund that such shareholder is not subject to backup
withholding.

With respect to investments in STRIPS, TR's, TIGR's, LYONs, CATS and other
Zero Coupon securities which are sold at original issue discount and thus do not
make periodic cash interest payments, a Fund will be required to include as part
of its current income the imputed interest on such obligations even though the
Fund has not received any interest payments on such obligations during that
period. Because each Fund distributes all of its net investment income to its
shareholders, a Fund may have to sell Fund securities to distribute such imputed
income which may occur at a time when the advisers would not have chosen to sell
such securities and which may result in taxable gain or loss.

STATE TAXES

A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. 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 a Fund to shareholders and the ownership of shares
may be subject to state and local taxes. Shareholders are urged to consult their
tax advisors regarding the state and local tax consequences of investments in a
Fund.

FOREIGN TAXES

Dividends and interest received by a Fund may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on a Fund's securities. Tax conventions
between certain countries and the United States may reduce or eliminate these
taxes. Foreign countries generally do not impose taxes on capital gains with
respect to investments by foreign investors. If more than 50% of the value of a
Fund's total assets at the close of its taxable year consists of stock or
securities of foreign corporations, a Fund will be eligible to, and will, file
an election

S-40
<PAGE>
with the Internal Revenue Service that will enable shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to any foreign and
United States possessions income taxes paid by a Fund. Pursuant to the election,
a Fund will treat those taxes as dividends paid to its shareholders. Each
shareholder will be required to include a proportionate share of those taxes in
gross income as income received from a foreign source and must treat the amount
so included as if the shareholder had paid the foreign tax directly. The
shareholder may then either deduct the taxes deemed paid by him or her in
computing his or her taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit (subject to significant
limitations) against the shareholder's federal income tax. If a Fund makes the
election, it will report annually to its shareholders the respective amounts per
share of the Fund's income from sources within, and taxes paid to, foreign
countries and United States possessions.

PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of brokers or
dealers in the execution of transactions in portfolio securities. Subject to
policies established by the Trustees, the Advisers are responsible for placing
orders to execute Fund transactions. In placing brokerage orders, it is the
Trust's policy to seek to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, and the firm's risk in positioning the securities
involved. While the Advisers generally seek reasonably competitive spreads or
commissions, the Trust will not necessarily be paying the lowest spread or
commission available. The Trust will not purchase portfolio securities from any
affiliated person acting as principal except in conformity with the regulations
of the SEC.

It is expected that the Funds may execute brokerage or other agency
transactions through the Distributor, a registered broker-dealer, for a
commission, in conformity with the 1940 Act, the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder. Under these
provisions, the Distributor is permitted to receive and retain compensation for
effecting fund transactions for a Fund on an exchange if a written contract is
in effect between the Distributor and the Trust expressly permitting the
Distributor to receive and retain such compensation. These provisions further
require that commissions paid to the Distributor by the Trust for exchange
transactions not exceed "usual and customary" brokerage commissions. The
rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other renumeration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees, including
those who are not "interested persons" of the Trust, have adopted procedures for
evaluating the reasonableness of commissions paid to the Distributor and will
review these procedures periodically.

The money market securities in which a Fund invests are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, each Adviser
will deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of a Fund will primarily consist of dealer spreads and
underwriting commissions.

In connection with transactions effected for Funds operating within the
"manager of managers" structure, SIMC and the various firms that serve as
sub-advisers to certain Funds of the Trust, in the exercise of joint investment
discretion over the assets of a Fund, may direct a substantial portion of a
Fund's brokerage to the Distributor. All such transactions directed to the
Distributor must be accomplished in a manner that is consistent with the Trust's
policy to achieve best net results, and must comply with the Trust's procedures
regarding the execution of transactions through affiliated brokers.

S-41
<PAGE>

For the fiscal year ended September 30, 1999, the Funds paid the following
brokerage fees:

<TABLE>
<CAPTION>
% TOTAL
TOTAL $ AMOUNT TOTAL $ AMOUNT % OF TOTAL BROKERED
OF BROKERAGE OF BROKERAGE BROKERAGE TRANSACTIONS
COMMISSION COMMISSIONS COMMISSIONS EFFECTED THROUGH
PAID IN 1999 PAID TO AFFILIATES PAID TO AFFILIATES AFFILIATES
FUND (000) IN 1999 (000) IN 1999 IN 1999
- ---- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
International Equity Fund........................... $3,124 $ 0 0% 0%
Emerging Markets Equity Fund........................ $5,737 $342 6.0% 0.02%
International Fixed Income Fund..................... $ 0 $ 0 0% 0%
Emerging Markets Debt Fund.......................... $ 0 $ 0 0% 0%
</TABLE>

For the fiscal year ended February 28, 1998, and the fiscal period ended
September 30, 1998, the Funds paid the following brokerage fees:

<TABLE>
<CAPTION>
TOTAL $ AMOUNT OF BROKERAGE
TOTAL $ AMOUNT OF BROKERAGE COMMISSIONS PAID TO
COMMISSIONS PAID (000) AFFILIATES (000)
FUND 02/28/98 09/30/98 02/28/98 09/30/98
- ---- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
International Equity Fund.................. $ 2,134 $2,017 $0 $0
Emerging Markets Equity Fund............... $20,770 $2,975 $0 $0
International Fixed Income Fund............ $ 0 $ 0 $0 $0
Emerging Markets Debt Fund................. * $ 0 * $0
</TABLE>

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

* Not in operation during such period.

For the fiscal year ended February 28, 1998, the fiscal period ended
September 30, 1998, and the fiscal year ended September 30, 1999, Class D
Shareholders paid the following sales charges:

<TABLE>
<CAPTION>
DOLLAR AMOUNT OF
DOLLAR AMOUNT OF CHARGES RETAINED BY
CHARGES THE DISTRIBUTOR
------------------------------ ------------------------------
FUND 02/28/98 09/30/98 09/30/99 02/28/98 09/30/98 09/30/99
- ---- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
International Equity Fund--Class D......... $ 461 $5,012 $5,737 $ 50 $646 $342
</TABLE>

The portfolio turnover rates for each Fund for the fiscal period ended
September 30, 1998 and 1999, were as follows:

<TABLE>
<CAPTION>
TURNOVER RATE
-------------------------------
FUND SEPTEMBER 1998 SEPTEMBER 1999
- ---- -------------- --------------
<S> <C> <C>
International Equity Fund................................... 66% 61%
Emerging Markets Equity Fund................................ 46% 129%
International Fixed Income Fund............................. 112% 278%
Emerging Markets Debt Fund.................................. 186% 184%
</TABLE>

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

* Not in operation during such period.

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, a 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

S-42
<PAGE>

Advisory Agreement and Sub-Advisory Agreements, and the expenses of the Advisers
and sub-advisers will not necessarily be reduced as a result of the receipt of
such supplemental information. These research services include advice, either
directly or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends, assisting in determining portfolio
performance evaluation and technical market analyses. Such services are used by
the Advisers or sub-advisers in connection with their investment decision-making
process with respect to one or more funds and accounts managed by them, and may
not be used exclusively with respect to the fund or account generating the
brokerage.

The Trust is required to identify any securities of its "regular broker
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. As of September 30, 1999, the Trust held
securities from the following issuers:

<TABLE>
<CAPTION>
TYPE OF
FUND SECURITY NAME OF ISSUER AMOUNT (000)
- ---- -------- -------------- ------------
<S> <C> <C> <C>
International Equity Fund............ Repurchase Agreement J.P. Morgan 19,018
Emerging Markets Equity Fund......... Repurchase Agreement J.P. Morgan 20,907
International Fixed Income Fund...... Repurchase Agreement Morgan Stanley 18,925
</TABLE>

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of each Fund, each of which represents an equal proportionate interest in
that Fund. Each share upon liquidation entitles a shareholder to a PRO RATA
share in the net assets of that Fund. Shareholders have no preemptive rights.
The Declaration of Trust provides that the Trustees of the Trust may create
additional portfolios of shares or classes of portfolios. Share certificates
representing the shares will not be issued.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for
his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or administrators, shall not be liable
for any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his wilful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

VOTING

Each share held entitles the shareholder of record to one vote. Shareholders
of each Fund or class will vote separately on matters pertaining solely to that
Fund or class, such as any distribution plan. As a Massachusetts business trust,
the Trust is not required to hold annual meetings of shareholders, but approval
will be sought for certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In addition, a Trustee may be
removed by the remaining Trustees or by shareholders at a special meeting called
upon written request of shareholders owning at least 10% of the outstanding
shares of the Trust. In the event that such a meeting is requested, the Trust
will provide appropriate assistance and information to the shareholders
requesting the meeting.

S-43
<PAGE>

Where the Prospectuses for the Funds or Statement of Additional Information
state that an investment limitation or a fundamental policy may not be changed
without shareholder approval, such approval means the vote of: (i) 67% or more
of a Fund's shares present at a meeting if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or
(ii) more than 50% of a Fund's outstanding shares, whichever is less.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a Trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the Trust. Even if, however, the Trust were held to be a
partnership, the possibility of the shareholders' incurring financial loss for
that reason appears remote because the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholders held personally liable for the
obligations of the Trust.

S-44
<PAGE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 4, 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 Funds. The Trust believes that most of the shares
referred to below were held by the below persons in accounts for their
fiduciary, agency or custodial customers.

INTERNATIONAL EQUITY FUND--CLASS A:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- ------------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
134,061,983 81.15%
SEI Trust Company
Attn: Jacqueline Esposito
One Freedom Valley Drive
Oaks, PA 19456
</TABLE>

INTERNATIONAL EQUITY FUND--CLASS D:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- ------------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
48,062,149 67.03%
SEI Trust Company
Attn: Jacqueline Esposito
One Freedom Valley Drive
Oaks, PA 19456

5,558,634 7.78%
Bankers Trust
Attn: Jennifer Davis
100 Plaza One Mail Stop 3046
Jersey City, NJ 07311

6,017,612 8.39%
MAC & Co.
APSF 1852692
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
</TABLE>

INTERNATIONAL FIXED INCOME FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- ------------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
79,521,721 80.97%
SEI Trust Company
Attn: Jacqueline Esposito
One Freedom Valley Drive
Oaks, PA 19456
</TABLE>

EMERGING MARKETS EQUITY FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- ------------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
66,697,160 78.38%
SEI Trust Company
Attn: Jacqueline Esposito
One Freedom Valley Drive
Oaks, PA 19456
</TABLE>

S-45
<PAGE>
EMERGING MARKETS DEBT FUND:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
- ------------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
35,266,172 84.71%
SEI Trust Company
Attn: Jacqueline Esposito
One Freedom Valley Drive
Oaks, PA 19456

2,137,799 5.13%
Bank of New York
Attn: Steven Bonora
One Wall Street, 12th Floor
New York, NY 10286-0001
</TABLE>

EXPERTS

The financial statements incorporated by reference into this Statement of
Additional Information have been audited by PricewaterhouseCoopers LLP,
independent accountants as indicated in their report dated November 12, 1999,
and are included herein 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, serves as Custodian for the assets of the International
Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets
Debt Funds (the "Custodian"). The Custodian holds cash, securities and other
assets of the Trust as required by the 1940 Act. 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.

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended September 30,
1999, including notes thereto and the report of PricewaterhouseCoopers LLP
thereon, are herein incorporated by reference from the Trust's 1999 Annual
Report. A copy of the 1999 Annual Report must accompany the delivery of this
Statement of Additional Information.

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

MOODY'S RATINGS DEFINITIONS

LONG TERM

<TABLE>
<S> <C>
Aaa Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edged." Interest
payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various
protective elements are protected by a large or by an
exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise
what are generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may
be other elements present which make the long-term risk
appear somewhat larger than the Aaa securities.

A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and
interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some
time in the future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations (i.e., they are neither highly protected nor
poorly secured). Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured.
Often the protection of interest and principal payments may
be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of the
contract over any long period of time may be small.

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

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

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

STANDARD & POOR'S RATINGS DEFINITIONS

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

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

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

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

(2) The obligation's nature and provisions.

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

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

LONG-TERM

INVESTMENT GRADE
<TABLE>
<S> <C>

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

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

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

BBB Debt rated 'BBB' is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.
</TABLE>

SPECULATIVE GRADE

Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. 'BB' indicates the least degree of speculation and
'C' the highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposure to adverse conditions.
<TABLE>
<S> <C>

BB Debt rated 'BB' has less near-term vulnerability to default
than other speculative grade debt. However, it faces major
ongoing uncertainties or exposure to adverse business,
financial, or economic conditions that could lead to
inadequate capacity to meet timely interest and principal
payments. The 'BB' rating category is also used for debt
subordinated to senior debt that is assigned an actual or
implied 'BBB-' rating.

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

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

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

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

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

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

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

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

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

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

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

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

N.R. Not rated.

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

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

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

FITCH IBCA RATINGS DEFINITIONS

INVESTMENT GRADE

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

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 filed herewith.
(d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon
Brothers Asset Management dated March 31, 1997 is filed
herewith.
(d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock
International, Ltd. dated December 13, 1999 is filed
herewith.
(d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle
International Advisors, LLC dated June 22, 1999 is filed
herewith.
(d)(34) Schedule B to the Advisory Agreement between Registrant and
Strategic Fixed Income, L.L.C. dated December 13, 1999 is
filed herewith.
(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.
(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.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
(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.
(i) Opinion and Consent of Counsel is filed herewith.
(j) Consent of Independent Public Accountants is filed herewith.
(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.
(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.
(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.
(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.
(p) To be filed by later amendment.
</TABLE>

5
<PAGE>

<TABLE>
<S> <C>
(q) Powers of Attorney for Robert A. Nesher, William M. Doran,
Mark E. Nagle, F. Wendell Gooch, George J. Sullivan, Jr.,
James M. Storey, and Edward D. Loughlin are incorporated
by reference to Exhibit (p) 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>

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.

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.

John Robert Chisholm -- --
Executive Vice President, co-
CIO
</TABLE>

6
<PAGE>

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

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
</TABLE>

7
<PAGE>

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

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
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
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

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
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
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

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
</TABLE>

10
<PAGE>

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

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
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ----------------------- --------------------------------- --------------------------------
<S> <C> <C>
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

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>

12
<PAGE>
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 and Chief Investment
Officer

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

Andrew Charles Salmon -- --
Director and Investment Manager

John Ashley Snalam -- --
Financial 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.

13
<PAGE>

<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

William Arthur Kendrick Edmonds -- --
Company Secretary

Heinz Hofmann Credis International Fund Chief Executive
Managing Director Holding Ltd.

Beatrice Hannah Millicent Hollond -- --
Managing Director

Patricia Jeanne Maxwell-Arnot -- --
Managing Director

Stephen John Maynard -- --
Finance Director

Lord Moore -- --
Non-Executive Chairman

Mark Julian Morris -- --
Director-Investment Management

William Charles Mott -- --
Managing Director

Robert John Parker CS First Boston Investment Director
Chief Executive Management Corporation

Dilip Krishna Rasgotra -- --
Managing Director

Phillip K. Ryan -- --
Managing Director

Emanuele Stefano Ravano -- --
Director-Investment Management

Mark K. Silverstein -- --
Portfolio Manager

Steen Steinke -- --
Chief Executive Officer

Stephen Maxwell Swift -- --
Managing Director
</TABLE>

14
<PAGE>

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

Dennis G. Sherva Morgan Stanley & Co. Incorporated Managing Director
Director and Managing Director

Harold J. Schaff, Jr. Morgan Stanley & Co. Incorporated Principal
General Counsel, Secretary and
Principal

Donald P. Ryan Morgan Stanley & Co. Incorporated Principal
Compliance Officer and Principal

John R. Alkire Morgan Stanley Asset & Investment Managing Director
Managing Director Trust Management Co., Limited

Morgan Stanley & Co. Incorporated Managing Director

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

David Martin Darst Morgan Stanley & Co. Incorporated Managing Director
Managing Director

Robert L. Meyer -- Managing Director
Managing Director

Russell Christopher Platt Morgan Stanley & Co. Incorporated Managing Director
Managing Director

Vinod Sethi Morgan Stanley & Co. Incorporated Managing Director
Managing Director

Marna C. Whittington Miller Anderson & Sherrerd, LLP Exec. Committee Member
Chief Operating Officer, Managing
Director and Member of Executive
Committee
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Richard B. Worley Miller Anderson & Sherrerd, LLP Portfolio Manager and Executive
President, Director, Portfolio Committee Member
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.

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

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
</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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>

17
<PAGE>

OECHSLE INTERNATIONAL ADVISORS, LLC

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 AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER OTHER COMPANY 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
</TABLE>

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.

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
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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>

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
</TABLE>

19
<PAGE>

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

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.
</TABLE>

20
<PAGE>

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

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
</TABLE>

21
<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 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

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
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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, General Counsel, Assistant Secretary
Counsel, 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

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
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

24
<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, Assistant Secretary

SEI Investments Fund Management Vice President, Assistant Secretary

Jay Brown -- --
Vice President

Todd Cipperman SEI Investments Company Vice President, Assistant Secretary
Vice President, Assistant 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

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
</TABLE>

25
<PAGE>

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

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
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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.
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION WITH
INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
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

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
</TABLE>

34
<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, 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

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.

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
</TABLE>

35
<PAGE>

Christian D'allest
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

Shigeharu Shiraishi -- --
Managing Director

Teijiro Yamada -- --
Auditor

Yoichi Kataoka SG Pacific Asset Management President, Director
Managing Director

Christian D'allest 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
</TABLE>

36
<PAGE>

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.

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
</TABLE>

37
<PAGE>

<TABLE>
<S> <C>
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
Morgan Grenfell Investment Trust January 3, 1994
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
The Parkstone Advantage Fund May 1, 1999
Amerindo Funds, Inc July 13, 1999
</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 --

Larry Hutchison Senior Vice President --
</TABLE>

38
<PAGE>

Hartland J. McKeown Senior Vice President --

Kevin P. Robins Senior Vice President & General Counsel Vice President &
Assistant Secretary

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Timothy B. Barto Vice President & Assistant Secretary Vice President &
Assistant Secretary

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary

S. Courtney E. Collier Vice President & Assistant Secretary --

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

James R. Foggo Vice President & Assistant Secretary Vice President &
Assistant Secretary

Vic Galef Vice President & Managing Director --

Lydia A. Gavalis Vice President & Assistant Secretary Vice President &
Assistant Secretary

Greg Gettinger Vice President & Assistant Secretary --

Kathy Heilig Vice President Vice President &
Assistant Secretary

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 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 Vice President &
Assistant Secretary

Kim Rainey Vice President --

Rob Redican Vice President --

Maria Rinehart Vice President --
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------- ------------------------------------------- ---------------------
<S> <C> <C>
Edward T. Searle Vice President & Assistant Secretary Vice President &
Assistant Secretary

Steve Smith Vice President --

Daniel Spaventa Vice President --

Kathryn L. Stanton Vice President & Assistant Secretary --

Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lori L. White Vice President & Assistant Secretary --

Wayne M. Withrow Vice President & Managing Director --
</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

BlackRock International, Ltd.
7 Castle Street
Edinburgh, EH23AM
Scotland, U.K.

Capital Guardian Trust Company
630 5th Avenue, 36th Floor
New York, NY 10111

40
<PAGE>

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
New York, New York 10048

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

41
<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(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 29 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 25th day of January, 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 January 25, 2000
William M. Doran

*
------------------------------------------- Trustee January 25, 2000
F. Wendell Gooch

*
------------------------------------------- Trustee January 25, 2000
George J. Sullivan, Jr.

*
------------------------------------------- Trustee January 25, 2000
James M. Storey

*
------------------------------------------- Trustee January 25, 2000
Robert A. Nesher

/s/ EDWARD D. LOUGHLIN
------------------------------------------- President & Chief January 25, 2000
Edward D. Loughlin Executive Officer

/s/ MARK E. NAGLE
------------------------------------------- Controller & Chief January 25, 2000
Mark E. Nagle Financial Officer
</TABLE>

<TABLE>
<S> <C> <C> <C>
*By /s/ EDWARD D. LOUGHLIN
--------------------------------------
Edward D. Loughlin
ATTORNEY-IN-FACT
</TABLE>

42
<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>
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EXHIBITS:
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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>
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EXHIBITS:
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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.
EX-99.B(d)(30) Investment Sub-Advisory Agreement between SIMC and
Coronation Asset Management (Proprietary) Limited dated
December 1, 1998 is filed herewith.
</TABLE>

<PAGE>

<TABLE>
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EXHIBITS:
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<S> <C>
EX-99.B(d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon
Brothers Asset Management dated March 31, 1997 is filed
herewith.
EX-99.B(d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock
International, Ltd. dated December 13, 1999 is filed
herewith.
EX-99.B(d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle
International Advisors, LLC dated June 22, 1999 is filed
herewith.
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
filed herewith.
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.
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(i) Opinion and Consent of Counsel is filed herewith.
EX-99.B(j) Consent of Independent Public Accountants is filed herewith.
EX-99.B(k) Not Applicable
EX-99.B(l) Not Applicable
</TABLE>

<PAGE>

<TABLE>
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EXHIBITS:
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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.
EX-99.B(m)(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(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(p) To be filed by later amendment.
EX-99.B(q) Powers of Attorney for Robert A. Nesher, William M. Doran,
Mark E. Nagle, F. Wendell Gooch, George J. Sullivan, Jr.,
James M. Storey, and Edward Loughlin are incorporated by
reference to Exhibit (p) 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>

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 1st day of December, 1998, between SEI
Investments Management Corporation, (the "Adviser") and Coronation Asset
Management (Proprietary) Limited (the "Sub-Adviser").

WHEREAS, SEI Institutional International Trust, a Massachusetts business
trust (the "Trust"), is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Emerging Markets Equity
Fund (the "Fund"), which is a series of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Fund, and the Sub-Adviser is willing to
render such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:

(a) The Sub-Adviser shall, in consultation with and subject to the direction
of the Adviser, determine from time to time what Assets will be purchased,
retained or sold by the Fund, and what portion of the Assets will be
invested or held uninvested in cash.

(b) In the performance of its duties and obligations under this Agreement, the
Sub-Adviser shall act in conformity with the Trust's Declaration of Trust
(as defined herein) and the Prospectus and with the written instructions
and directions of the Adviser and of the Board of Trustees of the Trust
(provided, however, that the Sub-Adviser shall not be obliged to do or
omit to do anything, in compliance with such written instructions, that
would constitute a breach of any applicable South African statute, rule or
regulation) and will conform to and comply with the requirements of the
1940 Act, the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended from time to
time.

(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Fund as provided in subparagraph (a) and will place orders with or through
such persons, brokers or dealers to carry out the policy with respect to
brokerage set forth in the Fund's Registration Statement (as defined
herein) and Prospectus or as the Board of Trustees or the Adviser may
direct from time to time, in conformity with federal securities laws. In
executing Fund transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall consider all factors
that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the

<PAGE>

reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a
particular transaction, the Sub-Adviser may also consider the brokerage
and research services provided (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934). Consistent with any
guidelines established by the Board of Trustees of the Trust, the
Sub-Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction
if, but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer - - viewed in terms of
that particular transaction or terms of the overall responsibilities of
the Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to
allocate purchase and sale orders for securities to brokers or dealers
(including brokers and dealers that are affiliated with the Adviser,
Sub-Adviser or the Trust's principal underwriter) to take into account the
sale of shares of the Trust if the Sub-Adviser believes that the quality
of the transaction and the commission are comparable to what they would be
with other qualified firms. In no instance, however, will the Fund's
Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's
principal underwriter, or any affiliated person of either the Trust,
Adviser, the Sub-Adviser or the principal underwriter, acting as principal
in the transaction, except to the extent permitted by the Securities and
Exchange Commission ("SEC") and the 1940 Act. With respect to securities
transactions entered into in countries other than the United States, the
Sub-Adviser shall enter into securities transactions only in those
jurisdictions in which the Trust's custodian, or a sub-custodian appointed
by the Trust, may hold the Assets.

(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees
such periodic and special reports, balance sheets or financial
information, and such other information with regard to its affairs as the
Adviser or Board of Trustees may reasonably request.

The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to keep
the other books and records of the Fund required by Rule 31a-1 under the
1940 Act. The Sub-Adviser shall also furnish to the Adviser any other
information relating to the Assets that is required to be filed by the
Adviser or the Trust with the SEC or sent to shareholders under the 1940
Act (including the rules adopted thereunder) or any exemptive or other
relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser
agrees that all records that it maintains on behalf of the Fund are
property of the Fund and the Sub-Adviser will surrender promptly to the
Fund any of such records upon the Fund's request; provided, however, that
the Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor sub-adviser upon the termination of
this Agreement (or, if there is no successor sub-adviser, to the Adviser).

(e) The Sub-Adviser shall provide the Fund's custodian on each business day
with information relating to all transactions concerning the Fund's Assets
and shall provide the Adviser with such information upon request of the
Adviser.

(f) The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be free
to render similar services to others, as long

2
<PAGE>

as such services do not impair the services rendered to the Adviser or the
Trust.

(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.

(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Fund. The Adviser shall instruct the custodian and
other parties providing services to the Fund to promptly forward
misdirected proxies to the Sub-Adviser.

Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

(i) The Sub-Adviser shall promptly notify the Adviser if the Sub-Adviser
determines that an instruction received from the Adviser or the Board of
Trustees would, if carried out, result in the Sub-Adviser committing a
violation of a South African statute, rule or regulation.

2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Fund pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection
with its management of the Assets, nothing herein shall be construed to
relieve the Sub-Adviser of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectus, the instructions
and directions of the Board of Trustees of the Trust, the requirements of
the 1940 Act, the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended from time to
time.

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:

(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement and
as amended from time to time, herein called the "Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of the Assets under
the Sub-Adviser's management and will be paid to the Sub-Adviser monthly.
Except as may otherwise be prohibited by law or regulation (including any
then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.

3
<PAGE>

Adviser's obligations under this Agreement; provided, however, that the
Sub-Adviser's obligation under this Section 5 shall be reduced to the
extent that the claim against, or the loss, liability or damage
experienced by the Adviser, is caused by or is otherwise directly related
to the Adviser's own willful misfeasance, bad faith or negligence, or to
the reckless disregard of its duties under this Agreement.

6. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Fund; provided, however, that at
any time the Adviser shall have obtained exemptive relief from the
Securities and Exchange Commission permitting it to engage a Sub-Adviser
without first obtaining approval of the Agreement from a majority of the
outstanding voting securities of the Fund(s) involved, the Agreement shall
become effective upon its approval by the Trust's Board of Trustees. Any
Sub-Adviser so selected and approved shall be without the protection
accorded by shareholder approval of an investment adviser's receipt of
compensation under Section 36(b) of the 1940 Act.

This Agreement shall become effective upon its approval by the Trust's
Board of Trustees and by the vote of a majority of the outstanding voting
securities of the Fund. This Agreement shall continue in effect for a
period of more than two years from the date hereof only so long as
continuance is specifically approved at least annually in conformance with
the 1940 Act; provided, however, that this Agreement may be terminated
with respect to the Fund (a) by the Fund at any time, without the payment
of any penalty, by the vote of a majority of Trustees of the Trust or by
the vote of a majority of the outstanding voting securities of the Fund,
(b) by the Adviser at any time, without the payment of any penalty, on not
more than 60 days' nor less than 30 days' written notice to the
Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of
any penalty, on 90 days' written notice to the Adviser. This Agreement
shall terminate automatically and immediately in the event of its
assignment, or in the event of a termination of the Adviser's agreement
with the Trust. As used in this Section 6, the terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exceptions as may be granted by
the SEC under the 1940 Act.

7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.

8. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.

9. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other
party:

To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Drive
Wayne, PA 19087
Attention: Legal Department

4
<PAGE>

To the Sub-Adviser at: Coronation Asset Management (Proprietary)
Limited
Boundary Terraces
1 Mariendahl Lane
Newlands, South Africa 7700

10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.

A copy of the Declaration of Trust is on file with the Secretary of State
of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund or the Trust.

Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

<TABLE>
<S> <C>
SEI Investments Management Corporation Coronation Asset Management (Proprietary) Limited

By: /s/ Todd B. Cipperman By: /s/ D. McDonald /s/ J. Snalam
------------------------------------ ---------------------------------------------

Name: Todd B. Cipperman Name: D. McDonald J. Snalam
---------------------------------- -------------------------------------------

Title: Vice President Title: Financial Manager Financial Director
--------------------------------- ------------------------------------------
</TABLE>

5
<PAGE>

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:

<TABLE>
<S> <C>
SEI Institutional International Trust
Emerging Markets Equity Fund 0.40%
</TABLE>

<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST

AGREEMENT made this 31st day of March, 1997, by and among SEI Financial
Management Corporation, (the "Adviser") and Salomon Brothers Asset Management
Inc (the "Sub-Adviser").

WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Emerging Markets Debt
Portfolio (the "Portfolio"), which is a series of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Portfolio entrusted to it hereunder
(the "Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Portfolio's investment objectives, policies
and restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:

(a) The Sub-Adviser shall, in consultation with and subject to the direction
of the Adviser, determine from time to time what Assets will be purchased,
retained or sold by the Portfolio, and what portion of the Assets will be
invested or held uninvested in cash.

(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Portfolio and will place orders with or through such persons, brokers or
dealers to carry out the policy

<PAGE>

with respect to brokerage set forth in the Portfolio's Registration
Statement (as defined herein) and Prospectus or as the Board of Trustees
or the Adviser may direct from time to time, in conformity with federal
securities laws. In executing Portfolio transactions and selecting brokers
or dealers, the Sub-Adviser will use its best efforts to seek on behalf of
the Portfolio the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the breadth of the
market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the reasonableness
of the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and in
selecting the broker-dealer to execute a particular transaction the
Sub-Adviser may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided to the Portfolio and/or other accounts over which the
Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment
discretion. The Sub-Adviser is authorized, subject to the prior approval
of the Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount
of commission another broker or dealer would have charged for effecting
that transaction if, but only if, the Sub-Adviser determines in good faith
that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer - -
viewed in terms of that particular transaction or terms of the overall
responsibilities of the Sub-Adviser to the Portfolio. In addition, the
Sub-Adviser is authorized to allocate purchase and sale orders for
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser, Sub-Adviser or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if the
Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified
firms. In no instance, however, will the Portfolio's Assets be purchased
from or sold to the Adviser, Sub-Adviser, the Trust's principal
underwriter, or any affiliated person of either the Trust, Adviser, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission and the 1940 Act.

(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act
and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably
request.

2
<PAGE>

Trust with the Securities and Exchange Commission ("SEC") or sent to
shareholders under the 1940 Act (including the rules adopted thereunder)
or any exemptive or other relief that the Adviser or the Trust obtains
from the SEC. The Sub-Adviser agrees that all records that it maintains on
behalf of the Portfolio are property of the Portfolio and the Sub-Adviser
will surrender promptly to the Portfolio any of such records upon the
Portfolio's request; provided, however, that the Sub-Adviser may retain a
copy of such records. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records to any
successor Sub-Adviser upon the termination of his Agreement (or, if there
is no successor Sub-Adviser, to the Adviser).

(e) The Sub-Adviser shall provide the Portfolio's custodian on each business
day with information relating to all transactions concerning the
Portfolio's Assets and shall provide the Adviser with such information
upon request of the Adviser.

(f) The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be free
to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.

(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.

(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Adviser.

Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that nothing herein
shall be construed to relieve the Sub-Adviser of responsibility for
compliance with the Portfolio's investment objectives, policies, and
restrictions, as provided in Section 1 hereunder, in connection with its
management of the Assets.

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:

3
<PAGE>

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of the Assets under
the Sub- Adviser's management and will be paid to the Sub-Adviser monthly.
Except as may otherwise be prohibited by law or regulation (including any
SEC staff current interpretation thereon), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.

5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser
in connection with performance of its obligations under this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of
damages shall be limited to the period and the amount set forth in Section
36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance,
bad faith or negligence on the Sub-Adviser's part in the performance of
its duties or from reckless disregard of its obligations and duties under
this Agreement, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby.

6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to stockholders, sales literature or other materials
prepared for distribution to stockholders of the Portfolios, the Trust or
the public that refer to the Sub-Adviser or its clients in any way prior
to use thereof and not to use material if the Sub-Adviser reasonably
objects in writing within five business days (or such other period as may
be mutually agreed) after receipt thereof. The Sub-Adviser's right to
object to such materials is limited to the portions of such materials that
expressly relate to the Sub-Adviser, its services and its clients. The
Adviser agrees to use its reasonable best efforts to ensure that materials
prepared by its employees or agents or its affiliates that refer to the
Sub-Adviser or its clients in any way are consistent with those materials
previously approved by the Sub-Adviser as referenced in the first
sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.

4
<PAGE>

7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses)
howsoever arising from or in connection with this Agreement or the
performance by the Sub-Adviser of its duties hereunder; provided, however,
that the Sub-Adviser shall not be required to indemnify or otherwise hold
the Adviser harmless under this Section 7 where the claim against, or the
loss, liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related expenses) howsoever arising
from or in connection with the performance by the Adviser of its duties
under this Agreement; provided, however, that the Adviser shall not be
required to indemnify or otherwise hold the Sub-Adviser harmless under
this Section 7 where the claim against, or the loss, liability or damage
experienced by the Sub-Adviser, is caused by or is otherwise directly
related to the Sub-Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.

8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however,
that at any time the Adviser shall have obtained exemptive relief from the
SEC permitting it to engage a Sub-Adviser without first obtaining approval
of the Agreement from a majority of the outstanding voting securities of
the Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.

This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Portfolio (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the vote
of a majority of the outstanding voting securities of the Portfolio, (b)
by the Adviser at any time, without the payment of any penalty, on not
more than 60 days' nor less than 30 days' written notice to the
Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of
any penalty, on 60 days' written notice to the Adviser. This Agreement
shall terminate automatically and immediately in the event of its
assignment, or in the event of a termination of the Adviser's agreement
with the Trust. As used in this Section 8, the terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940 Act and the rules and
regulations

5
<PAGE>

thereunder, subject to such exceptions as may be granted by the Commission
under the 1940 Act.

9. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.

10. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.

11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other
party:

To the Adviser at: SEI Financial Management Corporation
Oaks, Pennsylvania 19456
Attention: Legal Department

To the Sub-Adviser at: Salomon Brothers Asset Management Inc
7 World Trade Center, 38th Floor
New York, New York 10048
Attention: Gene Ferguson

12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.

A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Portfolio or the Trust.

Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or

6
<PAGE>

general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

SEI Financial Management Corporation Salomon Brothers Asset Management Inc

By: /s/ Kevin P. Robbins By: /s/ Michael S. Hyland
-------------------------------- ---------------------------------

Name: Kevin P. Robins Name: Michael S. Hyland
Title: Vice President Title: President

7
<PAGE>

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
SALOMON BROTHERS ASSET MANAGEMENT INC

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate of up to:

<TABLE>
<S> <C>
Emerging Markets Debt Portfolio 0.475% on the first $50 million
0.450% on the next $50 million
0.400% on assets over $100 million
</TABLE>

<PAGE>

SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
SALOMON BROTHERS ASSET MANAGEMENT INC.

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:

<TABLE>
<CAPTION>
SEI INSTITUTIONAL INTERNATIONAL TRUST
<S> <C>
Emerging Markets Debt Fund 0.40% (40 basis points on 1st $250 million of
assets)
0.35% (35 basis points on assets over $250 million)
</TABLE>

AS OF DECEMBER 13, 1999

<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made this 13th day of December, 1999, between SEI Investments
Management Corporation, (the "Adviser") and BlackRock International, Ltd. (the
"Sub-Adviser").

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Fund (the "Fund"), which is a series of the Trust; and

NOW, THEREFORE, the parties hereto agree as follows:

<PAGE>

on behalf of the Fund the best overall terms available. In assessing the
best overall terms available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the breadth of the
market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the reasonableness
of the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and in
selecting the broker-dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services provided
(as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934). Consistent with any guidelines established by the Board of
Trustees of the Trust, the Sub-Adviser is authorized to pay to a broker
or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Fund which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if, but only if, the Sub-Adviser determines in
good faith that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer --
viewed in terms of that particular transaction or terms of the overall
responsibilities of the Sub-Adviser to the Fund. In addition, the
Sub-Adviser is authorized to allocate purchase and sale orders for
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser, Sub-Adviser or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if the
Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified
firms. In no instance, however, will the Fund's Assets be purchased from
or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or
any affiliated person of either the Trust, Adviser, the Sub-Adviser or the
principal underwriter, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission ("SEC") and
the 1940 Act.

2
<PAGE>

Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to this Agreement, and shall transfer said
records to any successor sub-adviser upon the termination of this
Agreement (or, if there is no successor sub-adviser, to the Adviser).

(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.

Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

3
<PAGE>

5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses)
howsoever arising from or in connection with the performance of the
Sub-Adviser's obligations under this Agreement; provided, however, that
the Sub-Adviser's obligation under this Section 5 shall be reduced to the
extent that the claim against, or the loss, liability or damage
experienced by the Adviser, is caused by or is otherwise directly related
to the Adviser's own willful misfeasance, bad faith or negligence, or to
the reckless disregard of its duties under this Agreement.

This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the Fund
(a) by the Fund at any time, without the payment of any penalty, by the
vote of a majority of Trustees of the Trust or by the vote of a majority
of the outstanding voting securities of the Fund, (b) by the Adviser at
any time, without the payment of any penalty, on not more than 60 days'
nor less than 30 days' written notice to the Sub-Adviser, or (c) by the
Sub-Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Adviser. This Agreement shall terminate
automatically and immediately in the event of its assignment, or in the
event of a termination of the Adviser's agreement with the Trust. As used
in this Section 6, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject to
such exceptions as may be granted by the SEC under the 1940 Act.

7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the

4
<PAGE>

Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.

To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Road
Oaks, PA 19456
Attention: Legal Department

To the Sub-Adviser at: BlackRock International, Ltd.
7 Castle Street
Edinburgh EH 23 AM
Scotland, United Kingdom
Attention: President

5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

SEI INVESTMENTS MANAGEMENT CORPORATION BLACKROCK INTERNATIONAL, LTD.

By: /s/ Todd Cipperman By: /s/ Paul Audet
------------------ ---------------

Name: Todd Cipperman Name: Paul Audet
-------------- ----------
Title: Vice President Title: Chief Financial Officer
-------------- -----------------------

6
<PAGE>

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
BLACKROCK INTERNATIONAL, LTD.

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:

<TABLE>
<S> <C>
International Equity Fund 0.25%
</TABLE>

<PAGE>

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made this 22nd day of June, 1999, between SEI Investments
Management Corporation, (the "Adviser") and Oechsle International Advisors, LLC
(the "Sub-Adviser").

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Fund (the "Portfolio"), which is a series of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

(a) The Sub-Adviser shall determine from time to time what Assets will be
purchased, retained or sold by the Portfolio, and what portion of the
Assets will be invested or held uninvested in cash.

(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Portfolio as provided in subparagraph (a) and will place orders with or
through such persons, brokers or dealers to carry out the policy with
respect to brokerage set forth in the Portfolio's Registration Statement
(as defined herein) and Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in conformity with federal
securities laws. In executing Portfolio transactions and selecting brokers
or dealers, the Sub-Adviser will use

<PAGE>

its best efforts to seek on behalf of the Portfolio the best overall terms
available. In assessing the best overall terms available for any
transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In evaluating the
best overall terms available, and in selecting the broker-dealer to
execute a particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934). Consistent with any
guidelines established by the Board of Trustees of the Trust, the
Sub-Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith that
such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer - - viewed in
terms of that particular transaction or terms of the overall
responsibilities of the Sub-Adviser to the Portfolio. In addition, the
Sub-Adviser is authorized to allocate purchase and sale orders for
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser, Sub-Adviser or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if the
Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified
firms. In no instance, however, will the Portfolio's Assets be purchased
from or sold to the Adviser, Sub-Adviser, the Trust's principal
underwriter, or any affiliated person of either the Trust, Adviser, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission ("SEC") and the 1940 Act.

The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to keep
the other books and records of the Portfolio required by Rule 31a-1 under
the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other
information relating to the Assets that is required to be filed by the
Adviser or the Trust with the SEC or sent to shareholders under the 1940
Act (including the rules adopted thereunder) or any exemptive or other
relief that the Adviser or the Trust obtains from the SEC. The Sub-
Adviser agrees that all records that it maintains on behalf of the
Portfolio are property of the Portfolio and the Sub-Adviser will surrender
promptly to the Portfolio any of such records upon the Portfolio's
request; provided, however, that the Sub-Adviser may retain a copy of such
records. In addition, for the duration of this Agreement, the Sub-Adviser
shall preserve

2
<PAGE>

for the periods prescribed by Rule 31a-2 under the 1940 Act any such
records as are required to be maintained by it pursuant to this Agreement,
and shall transfer said records to any successor sub-adviser upon the
termination of this Agreement (or, if there is no successor sub-adviser,
to the Adviser).

(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.

Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection
with its management of the Assets, nothing herein shall be construed to
relieve the Sub-Adviser of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectus, the instructions
and directions of the Board of Trustees of the Trust, the requirements of
the 1940 Act, the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended from time to
time.

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

3
<PAGE>

5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related reasonable
out-of-pocket expenses) howsoever arising from or in connection with the
performance of the Sub-Adviser's obligations under this Agreement;
provided, however, that the Sub-Adviser's obligation under this Section 5
shall be reduced to the extent that the claim against, or the loss,
liability or damage experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad
faith or negligence, or to the reckless disregard of its duties under this
Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related reasonable out-of-pocket
expenses) howsoever arising from or in connection with the performance of
the Adviser's obligations under this Agreement; provided, however, that
the Adviser's obligation under this Section 5 shall be reduced to the
extent that the claim against, or the loss, liability or damage
experienced by the Sub-Adviser, is caused by or is otherwise directly
related to the Sub-Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.

6. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however,
that at any time the Adviser shall have obtained exemptive relief from the
Securities and Exchange Commission permitting it to engage a Sub-Adviser
without first obtaining approval of the Agreement from a majority of the
outstanding voting securities of the Portfolio(s) involved, the Agreement
shall become effective upon its approval by the Trust's Board of Trustees.
Any Sub-Adviser so selected and approved shall be without the protection
accorded by shareholder approval of an investment adviser's receipt of
compensation under Section 36(b) of the 1940 Act.

4
<PAGE>

voting securities of the Portfolio, (b) by the Adviser at any time,
without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser
at any time, without the payment of any penalty, on 90 days' written
notice to the Adviser. This Agreement shall terminate automatically and
immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Trust. As used in this
Section 6, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject to
such exceptions as may be granted by the SEC under the 1940 Act.

To the Adviser at: SEI Investments Management Corporation
One Freedom Valley Road
Oaks, PA 19456
Attention: Legal Department

To the Sub-Adviser at: Oechsle International Advisors, LLC
One International Place, 23rd Floor
Boston, MA 02110
Attention: Paula N. Drake

Where the effect of a requirement of the 1940 Act reflected in any
provision of this

5
<PAGE>

Agreement is altered by a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

SEI INVESTMENTS MANAGEMENT CORPORATION OECHSLE INTERNATIONAL ADVISORS, LLC
BY OECHSLE GROUP, LLC,
ITS MEMBER MANAGER

By: /s/ Cynthia M. Parrish By: /s/ Lawrence Sean Roche
-------------------------------- ---------------------------------

Name: Cynthia M. Parrish Name: Lawrence Sean Roche
------------------------------ -------------------------------

Title: Vice President Title: Managing Principal
----------------------------- ------------------------------

6
<PAGE>

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
OECHSLE INTERNATIONAL ADVISORS, LLC

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:

<TABLE>
<S> <C>
International Equity Fund 0.30%
</TABLE>

<PAGE>

SCHEDULE B
TO THE
ADVISORY AGREEMENT
BETWEEN
SEI INSTITUTIONAL INTERNATIONAL TRUST
AND
STRATEGIC FIXED INCOME, L.L.C.

Pursuant to Article 4, the Fund shall pay the Adviser compensation at an annual
rate as follows:

<TABLE>
<CAPTION>
SEI INSTITUTIONAL INTERNATIONAL TRUST
-------------------------------------
<S> <C>
International Fixed Income Fund 0.15% (15 basis points)
</TABLE>

AS OF DECEMBER 13, 1999

<PAGE>

January 24, 2000

SEI Institutional International Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Re: Opinion of Counsel regarding Post-Effective Amendment No. 29 to the
Registration Statement filed on Form N-1A under the Securities Act of 1933
(File No. 33-22821).
- --------------------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to SEI Institutional International Trust, a
Massachusetts business trust (the "Trust"), in connection with the
above-referenced Registration Statement (as amended, the "Registration
Statement") which relates to the Trust's units of beneficial interest, without
par value (collectively, the "Shares"). This opinion is being delivered to you
in connection with the Trust's filing of Post-Effective Amendment No. 29 to the
Registration Statement (the "Amendment") to be filed with the Securities and
Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the
"1933 Act"). With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such assumptions or
items relied upon.

In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence
and good standing of the Trust;

(b) the Agreement and Declaration of Trust for the Trust and all
amendments and supplements thereto (the "Declaration of Trust");

<PAGE>

SEI Institutional International Trust
January 24, 2000
Page 2

(c) a certificate executed by Todd B. Cipperman, Assistant Secretary of
the Trust, certifying as to the Trust's Declaration of Trust and
By-Laws (the "By-Laws"), and certain resolutions adopted by the Board
of Trustees of the Trust authorizing the issuance of the Shares; and

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Fund. We have assumed that the Amendment, as filed with the Securities and
Exchange Commission, will be in substantially the form of the printer's proof
referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Declaration
of Trust and By-Laws, and for the consideration described in the Registration
Statement, will be legally issued, fully paid and nonassessable under the laws
of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 29 (File No. 33-22821) under the Securities Act of 1933 and Post-Effective
Amendment No. 30 (File No. 811-5601) under the Investment Company Act of 1940 to
the Registration Statement on Form N-1A of SEI Institutional International Trust
(the "Trust") consisting of the International Equity Fund, Emerging Markets
Equity Fund, International Fixed Income Fund and Emerging Markets Debt Fund
(collectively the "Portfolios"), of our report for the Trust, dated November 12,
1999, on our audits of the financial statements and financial highlights of the
Portfolios of the Trust as of September 30, 1999 and for the respective periods
then ended, which report is included in the Annual Reports to Shareholders. We
also consent to the reference to our Firm under the caption "Financial
Highlights" in the Prospectus and under the captions "Experts" and "Financial
Statements" in the Statements of Additional Information.

/s/ PricewaterhouseCoopers, LLP

2400 Eleven Penn Center
Philadelphia, PA
January 25, 2000