Document/Exhibit Description Pages Size
1: 485APOS Post-Effective Amendment 205 1.10M
2: EX-99.B(D)(2) Miscellaneous Exhibit 1 6K
3: EX-99.B(D)(50) Miscellaneous Exhibit 10 32K
4: EX-99.B(D)(55) Miscellaneous Exhibit 10 31K
5: EX-99.B(D)(85) Miscellaneous Exhibit 1 7K
6: EX-99.B(E)(2) Miscellaneous Exhibit 1 6K
7: EX-99.B(H)(4) Miscellaneous Exhibit 2± 7K
8: EX-99.B(P)(39) Miscellaneous Exhibit 8 36K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2003.
FILE NO. 33-58041
FILE NO. 811-7257
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 14 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 15 /X/
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SEI INSTITUTIONAL INVESTMENTS TRUST
(Exact Name of Registrant as Specified in Charter)
C/O THE CT CORPORATION SYSTEM
101 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code 610-989-1000
EDWARD D. LOUGHLIN
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
COPIES TO:
Richard W. Grant, Esquire Thomas P. Lemke, Esquire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1111 Pennsylvania Avenue, N.W.
Philadelphia, Pennsylvania 19103 Washington, D.C. 20004
----------
Title of Securities Being Registered Units of Beneficial Interest
----------
It is proposed that this filing will become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ on January 30, 2004 pursuant to paragraph (a)(2) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
================================================================================
SEI INSTITUTIONAL INVESTMENTS TRUST
CLASS A SHARES
PROSPECTUS
JANUARY 30, 2004
LONG DURATION BOND FUND
EXTENDED DURATION BOND FUND
INVESTMENT ADVISER:
SEI INVESTMENTS MANAGEMENT CORPORATION
INVESTMENT SUB-ADVISERS:
[ ]
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
1
ABOUT THIS PROSPECTUS
SEI Institutional Investments Trust is a mutual fund family that offers 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 that have signed an Investment
Management Agreement (as discussed below). This prospectus gives you important
information about the shares of the Long Duration Bond and Extended Duration
Bond 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 that is common to each of the
Funds. For more detailed information about the Funds, please see:
[Download Table]
PAGE
LONG DURATION BOND FUND XX
EXTENDED DURATION BOND FUND XX
MORE INFORMATION ABOUT FUND INVESTMENTS XX
INVESTMENT ADVISER AND SUB-ADVISERS XX
PURCHASING AND SELLING FUND SHARES XX
DIVIDENDS, DISTRIBUTIONS AND TAXES XX
HOW TO OBTAIN MORE INFORMATION ABOUT
SEI INSTITUTIONAL INVESTMENTS TRUST BACK COVER
2
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. 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 managers, and continuous portfolio management.
Asset allocation across appropriate asset classes represented by some of the
Funds is the central theme of SIMC's investment philosophy. SIMC seeks to reduce
risk further by creating a portfolio that focuses on a specific asset class.
SIMC then oversees a network of managers who invest the assets of these Funds in
distinct segments of the market or class represented by each Fund. These
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 managers for these Funds to ensure that
they do not deviate from their stated investment philosophy or process.
ELIGIBLE INVESTORS
Eligible investors are principally institutions, including defined benefit
plans, defined contribution plans, health care defined benefit plans and
board-designated funds, insurance operating funds, foundations, endowments,
public plans, and Taft-Hartley plans, that have entered into an Investment
Management Agreement (an Agreement) with SIMC (collectively, Eligible
Investors). More information about Eligible Investors is in the "Purchasing and
Selling Fund Shares" section of this prospectus.
3
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 SIMC and one or more
Sub-Advisers who manage portions of the Funds' assets in a way that they believe
will help the Funds achieve their goals. SIMC acts as "manager of managers" for
the 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 risks, and there is no guarantee that a Fund will achieve its
goal. SIMC and the Sub-Advisers make judgments about the securities markets, the
economy, and 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 SIMC and the Sub-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 other 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 particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Fund owns and the markets in which they trade. The
estimated level of volatility for each Fund is set forth in the Fund Summaries
that follow. The effect on a Fund's share price of a change in the value of a
single security will depend on how widely the Fund diversifies its holdings.
4
LONG DURATION BOND FUND
FUND SUMMARY
[Enlarge/Download Table]
INVESTMENT GOAL: Return characteristics similar to those of high-quality
corporate bonds, with a duration range of 10-12 years
SHARE PRICE VOLATILITY: Medium
PRINCIPAL INVESTMENT STRATEGY: Utilizing one or more sub-advisers that have fixed
income expertise, invests in high quality U.S. fixed
income securities and derivative securities
INVESTMENT STRATEGY
Under normal circumstances, the Long Duration Bond Fund will invest at least 80%
of its net assets in fixed income securities. The Fund invests primarily in
fixed income securities issued by U.S. corporations. The Fund also may invest in
other fixed income securities, including securities issued or guaranteed by the
U.S. Government and its agencies and instrumentalities, asset-backed securities,
mortgage-backed securities and collateralized mortgage-backed securities. In
addition, the Fund may invest in derivative securities, including interest rate
swap agreements and treasury futures contracts, for non-speculative purposes.
The Fund will invest primarily in fixed income securities rated in one of the
three highest rating categories by a major rating agency, or determined by a
Sub-Adviser to be of equivalent quality and, to a more limited extent, in fixed
income securities rated in the fourth highest rating category by a major rating
agency, or determined by a Sub-Adviser to be of equivalent quality.
The Fund uses one or more Sub-Advisers with differing investment philosophies to
manage portions of the Fund's portfolio under the general supervision of SIMC.
Sub-Advisers are selected for their expertise in managing various kinds of fixed
income securities, and each Sub-Adviser makes investment decisions based on an
analysis of yield trends, credit ratings, and other factors in accordance with
its particular discipline. The Fund is expected to maintain a dollar-weighted
average duration between ten and twelve years.
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 and
their agencies. 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.
Corporate fixed income securities are fixed income securities issued by private
businesses.
5
Corporate fixed income securities respond to economic developments, especially
changes in interest rates, as well as perceptions of the creditworthiness and
business prospects of individual issuers. Corporate fixed income securities are
subject to the risk that the issuer may not be able to pay interest or,
ultimately, to repay principal upon maturity. Interruptions of these payments
could adversely affect the market value of the security. In addition, due to
lack of uniformly available information about issuers or differences in the
issuers' sensitivity to changing economic conditions, it may be difficult to
measure the credit risk of corporate securities.
Derivatives are instruments that derive their value from an underlying
security, financial asset or an index. Examples of derivative instruments
include futures contracts, options, forward contracts and swaps. The primary
risk of derivative instruments is that changes in the market value of
securities held by the Fund, and of the derivative instruments relating to
those securities, may not be proportionate. There may not be a liquid market
for the Fund to sell a derivative instrument, which could result in
difficulty closing the position, and certain derivative instruments can
magnify the extent of losses incurred due to changes in the market value of
the securities to which they relate. In addition, some derivative instruments
are subject to counterparty risk.
The Fund is also subject to the risk that U.S. fixed income securities may
underperform other segments of the fixed income markets or the fixed income
markets as a whole.
PERFORMANCE INFORMATION
As of January 30, 2004, the Fund had not commenced operations and did not have a
performance history.
FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
[Download Table]
CLASS A SHARES
---------------------------------------------------------------------------------
Investment Advisory Fees 0.30%
Distribution (12b-1) Fees None
Other Expenses 0.07%*
Total Annual Fund Operating Expenses 0.37%**
----------
* Other expenses are based on estimated amounts for the current fiscal year.
** The Fund's total actual annual fund operating expenses for the current
fiscal year are expected to be less than the amount shown above because the
[Adviser and/or the Administrator] are each voluntarily waiving a portion of
their fees in order to keep total operating expenses at a specified level. The
Adviser and Administrator 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:
[Download Table]
Long Duration Bond Fund - Class A Shares 0.23%
For more information about these fees, see "Investment Adviser and Sub-Advisers"
and "Distribution of Fund Shares."
6
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, Fund operating expenses remain the same and 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:
[Download Table]
1 YEAR 3 YEARS
Long Duration Bond Fund - Class A Shares $ 38 $ 119
7
EXTENDED DURATION BOND FUND
FUND SUMMARY
[Enlarge/Download Table]
INVESTMENT GOAL: Return characteristics similar to those of high-quality
corporate bonds, with a duration range of 23-25 years
SHARE PRICE VOLATILITY: Medium
PRINCIPAL INVESTMENT STRATEGY: Utilizing one or more sub-advisers that have fixed
income expertise, invests in high quality U.S. fixed
income securities and derivative securities
INVESTMENT STRATEGY
Under normal circumstances, the Extended Duration Bond Fund will invest at least
80% of its net assets in fixed income securities. The Fund invests primarily in
fixed income securities issued by U.S. corporations. The Fund also may invest in
other fixed income securities, including securities issued or guaranteed by the
U.S. Government and its agencies and instrumentalities, asset-backed securities,
mortgage-backed securities and collateralized mortgage-backed securities. In
addition, the Fund may invest in derivative securities, including interest rate
swap agreements and treasury futures contracts, for non-speculative purposes.
The Fund will invest primarily in fixed income securities rated in one of the
three highest rating categories by a major rating agency, or determined by a
Sub-Adviser to be of equivalent quality and, to a more limited extent, in fixed
income securities rated in the fourth highest rating category by a major rating
agency, or determined by a Sub-Adviser to be of equivalent quality.
The Fund uses one or more Sub-Advisers with differing investment philosophies to
manage portions of the Fund's portfolio under the general supervision of SIMC.
Sub-Advisers are selected for their expertise in managing various kinds of fixed
income securities, and each Sub-Adviser makes investment decisions based on an
analysis of yield trends, credit ratings, and other factors in accordance with
its particular discipline. The Fund is expected to maintain a dollar-weighted
average duration between twenty-three and twenty-five years.
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 and
their agencies. 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.
Corporate fixed income securities are fixed income securities issued by private
businesses.
8
Corporate fixed income securities respond to economic developments, especially
changes in interest rates, as well as perceptions of the creditworthiness and
business prospects of individual issuers. Corporate fixed income securities are
subject to the risk that the issuer may not be able to pay interest or,
ultimately, to repay principal upon maturity. Interruptions of these payments
could adversely affect the market value of the security. In addition, due to
lack of uniformly available information about issuers or differences in the
issuers' sensitivity to changing economic conditions, it may be difficult to
measure the credit risk of corporate securities.
Derivatives are instruments that derive their value from an underlying
security, financial asset or an index. Examples of derivative instruments
include futures contracts, options, forward contracts and swaps. The primary
risk of derivative instruments is that changes in the market value of
securities held by the Fund, and of the derivative instruments relating to
those securities, may not be proportionate. There may not be a liquid market
for the Fund to sell a derivative instrument, which could result in
difficulty closing the position, and certain derivative instruments can
magnify the extent of losses incurred due to changes in the market value of
the securities to which they relate. In addition, some derivative instruments
are subject to counterparty risk.
The Fund is also subject to the risk that U.S. fixed income securities may
underperform other segments of the fixed income markets or the fixed income
markets as a whole.
PERFORMANCE INFORMATION
As of January 30, 2004, the Fund had not commenced operations, and did not have
a performance history.
FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
[Download Table]
CLASS A SHARES
---------------------------------------------------------------------------------
Investment Advisory Fees 0.30%
Distribution (12b-1) Fees None
Other Expenses 0.07%*
Total Annual Fund Operating Expenses 0.37%**
----------
* Other expenses are based on estimated amounts for the current fiscal year.
** The Fund's total actual annual fund operating expenses for the current
fiscal year are expected to be less than the amount shown above because the
[Adviser and/or the Administrator] are each voluntarily waiving a portion of
their fees in order to keep total operating expenses at a specified level. The
Adviser and Administrator 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:
[Download Table]
Extended Duration Bond Fund - Class A Shares 0.23%
For more information about these fees, see "Investment Adviser and Sub-Advisers"
and
9
"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, Fund operating expenses remain the same and 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:
[Download Table]
1 YEAR 3 YEARS
Extended Duration Bond Fund - Class A Shares $ 38 $ 119
10
MORE INFORMATION ABOUT FUND INVESTMENTS
This prospectus describes the Funds' primary investment strategies. 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 in this prospectus are those that the
Sub-Advisers use under normal conditions. During unusual economic or market
conditions, or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, money market instruments, repurchase
agreements and other short-term obligations that would not ordinarily be
consistent with a Fund's objectives. A 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 any Fund will
achieve its investment goal.
INVESTMENT ADVISER AND SUB-ADVISERS
SEI INVESTMENTS MANAGEMENT CORPORATION (SIMC) ACTS AS THE MANAGER OF MANAGERS OF
THE FUNDS, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE 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, located at One Freedom Valley Drive, Oaks, PA
19456, serves as the Adviser to the Funds. As of December 31, 2003, SIMC had
approximately $XX.X billion in assets under management. For the fiscal year
ended May 31, 2003, the Funds were not in operation. Each of the Funds will pay
SIMC advisory fees, as a percentage of the average net assets of the Fund, at
the following annual rates:
[Download Table]
Long Duration Bond Fund 0.18%
Extended Duration Bond Fund 0.18%
SUB-ADVISERS AND PORTFOLIO MANAGERS
LONG DURATION BOND FUND:
SUB-ADVISER: [ ] serves as a Sub-Adviser to the Long Duration Bond Fund.
EXTENDED DURATION BOND FUND:
11
SUB-ADVISER: [ ] serves as a Sub-Adviser to the Extended Duration Bond Fund.
PURCHASING AND SELLING FUND SHARES
This section tells you how to purchase and sell (sometimes called "redeem")
Class A Shares of the Funds.
The Funds offer Class A Shares only to Eligible Investors that have signed an
Investment Management Agreement with SIMC. Under each Agreement, SIMC will
consult with the Eligible Investor to define its investment objectives, desired
returns and tolerance for risk, and to develop a plan for the allocation of its
assets. Each Agreement sets forth the fee to be paid to SIMC, which is
ordinarily expressed as a percentage of the Eligible Investor's assets managed
by SIMC. This fee, which is negotiated by the Eligible Investor and SIMC, may
include a performance based fee or a fixed-dollar fee for certain specified
services.
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).
Eligible Investors (as defined above) may purchase Class A shares by placing
orders with the Funds' Transfer Agent (or its authorized agent). Institutions
and intermediaries that use certain SEI proprietary systems may place orders
electronically through those systems. 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. This includes those from any individual or
group who, in the Funds' view, are likely to engage in excessive trading
(usually defined as more than four transactions out of a Fund within a calendar
year).
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 these financial institutions at an earlier time for your
transaction to become effective that day. This allows these financial
institutions 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 executed at the net asset value per share (NAV)
next determined after the intermediary receives the request if transmitted to
the Funds promptly in accordance with the Funds' procedures and applicable law.
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 these financial institutions, you
12
should contact these financial institutions directly. Investors may be charged a
fee for purchase and/or redemption transactions effectuated through certain
broker-dealers or other financial intermediaries.
Each Fund calculates its NAV once each Business Day as of the 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, the Funds (or an authorized agent) must receive
your purchase order in proper form before 4:00 p.m. Eastern time. The Fund will
not accept orders that request a particular day or price for the transaction or
any other special conditions.
HOW THE FUNDS CALCULATE NAV
NAV for one Fund share is the value of that share's portion of the net assets of
the Fund. In calculating NAV, a Fund generally values its investment portfolio
at 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.
MINIMUM PURCHASES
To purchase shares for the first time, Eligible Investors must invest at least
$100,000 in any Fund. A Fund may accept investments of smaller amounts at its
discretion.
FOREIGN INVESTORS
The Funds do not generally accept investments by non-U.S. persons. Non-U.S.
persons may be permitted to invest in a Fund subject to the satisfaction of
enhanced due diligence.
CUSTOMER IDENTIFICATION AND VERIFICATION AND ANTI-MONEY LAUNDERING PROGRAM
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. Accounts for the
Funds are generally opened through other financial institutions or financial
intermediaries. When you open your account through your financial institution or
financial intermediary, you will have to provide your name, address, date of
birth, identification number and other information that will allow the financial
institution or financial intermediary to identify you. This information is
subject to verification by the financial institution or financial intermediary
to ensure the identity of all persons opening an account.
Your financial institution or financial intermediary is required by law to
reject your new account application if the required identifying information is
not provided. Your financial institution or intermediary may contact you in an
attempt to collect any missing information required on the application, and your
application may be rejected if they are unable to obtain this information. In
certain instances, your financial institution or financial intermediary is
required to collect documents, which will be used solely to establish and verify
your identity.
The Funds will accept investments and your order will be processed at the NAV
next determined after receipt of your application in proper form (or upon
receipt of all identifying information required on the application). The Funds,
however, reserve the right to close and/or liquidate your
13
account at the then-current day's price if the financial institution or
financial intermediary that you open your account through is unable to verify
your identity. As a result, you may be subject to a gain or loss on Fund shares
and will be subject to corresponding tax implications.
Customer identification and verification is part of the Funds' overall
obligation to deter money laundering under Federal law. The Funds have adopted
an Anti-Money Laundering Compliance Program designed to prevent the Funds from
being used for money laundering or the financing of terrorist activities. In
this regard, the Funds reserve the right to (i) refuse, cancel or rescind any
purchase or exchange order, (ii) freeze any account and/or suspend account
services or (iii) involuntarily close your account in cases of threatening
conduct or suspected fraudulent or illegal activity. These actions will be taken
when, in the sole discretion of Fund management, they are deemed to be in the
best interest of a Fund or in cases when a Fund is requested or compelled to do
so by governmental or law enforcement authority. If your account is closed at
the request of governmental or law enforcement authority, you may not receive
proceeds of the redemption if the Fund is required to withhold such proceeds.
HOW TO SELL YOUR FUND SHARES
If you hold Fund 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 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 days.
You may arrange for your proceeds to be wired to your bank account.
REDEMPTIONS IN KIND
The Funds generally pay sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Funds' remaining shareholders) the Funds might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). Although it is highly unlikely that your
shares would ever be redeemed in kind, you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
A Fund may suspend your right to sell your shares if the NYSE restricts trading,
the SEC declares an emergency or for other reasons. More information about this
is in the SAI.
14
TELEPHONE TRANSACTIONS
Purchasing and selling Fund shares over the telephone is extremely convenient,
but not without risk. The Funds have certain safeguards and procedures to
confirm the identity of callers and the authenticity of instructions. If the
Funds follow these procedures, the Funds will not be responsible for any losses
or costs incurred by following telephone instructions that the Funds reasonably
believe to be genuine.
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.
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 monthly.
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.
At least annually, each Fund will distribute substantially all of its net
investment income and net realized capital gains, if any. If you are a taxable
investor, 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 except to the extent they are designated as
qualified dividend income. Dividends that are qualified dividend income are
eligible for the reduced maximum rate to individuals of 15% (5% for individuals
in lower tax brackets). It is not anticipated that a significant amount of the
Fund's distributions will qualify for these reduced tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains regardless of how long you have held your Fund shares. Long-term capital
gains are currently taxable at the maximum rate of 15%. Absent further
legislation, the maximum 15% rate on qualified dividend income and long-term
capital gains will cease to apply to taxable years beginning after December 31,
2008.
Each sale of Fund shares may be a taxable event. For tax purposes, an exchange
of your Fund shares for shares of a different Fund is the same as a sale.
Currently, any capital gain or loss realized upon a sale or exchange of Fund
shares is generally treated as long-term gain or loss if the shares have been
held for more than one year. Capital gain or loss realized upon a sale or
exchange of Fund shares held for one year or less is generally treated as
short-term gain or loss,
15
except that any capital loss on the sale of the Fund shares held for six months
or less is treated as long-term capital loss to the extent that capital gain
dividends were paid with respect to such Fund shares.
If you have a tax-advantaged retirement account, you will generally not be
subject to federal taxation on income and capital gain distributions until you
begin receiving your distributions from your retirement account. You should
consult your tax advisor regarding the rules governing your own retirement plan.
MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI.
16
SEI INSTITUTIONAL INVESTMENTS TRUST
INVESTMENT ADVISER
SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, Pennsylvania 19456
DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 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 September 30, 2003 as amended January 30, 2004 includes detailed
information about SEI Institutional Investments 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.
TO OBTAIN AN SAI OR MORE INFORMATION:
By Telephone: Call 1-800-DIAL-SEI
By Mail: Write to the Funds at:
1 Freedom Valley Drive
Oaks, PA 19456
By Internet: http://www.seic.com
17
From the SEC: You can 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 this
information, upon payment of a duplicating fee, by e-mailing the SEC at the
following public address: publicinfo@sec.gov.
SEI Institutional Investments Trust's Investment Company Act registration number
is 811-7257.
18
SEI INSTITUTIONAL INVESTMENTS TRUST
Adviser:
SEI Investments Management Corporation
Administrator:
SEI Investments Fund Management
Distributor:
SEI Investments Distribution Co.
Sub-Advisers
[Sub-advisers for Long Duration and Extended Duration Bond Funds to be
provided]
Alliance Capital Management L.P.
Analytic Investors, Inc.
Aronson+Johnson+Ortiz, LP
Artisan Partners Limited Partnership
Barclays Global Fund Advisors
BlackRock Advisors, Inc.
The Boston Company Asset Management, LLC
Capital Guardian Trust Company
Citigroup Asset Management Limited
David J. Greene and Company, LLC
Delaware Management Company, a series of Delaware Management Business Trust
Emerging Markets Management, L.L.C.
Enhanced Investment Technologies, LLC
Fischer Francis Trees & Watts, Inc. and its affiliates
Fisher Investments, Inc.
Franklin Portfolio Associates, LLC
Goldman Sachs Asset Management, L.P.
Lee Munder Investments, Ltd.
LSV Asset Management
Martingale Asset Management, L.P.
Mazama Capital Management, Inc.
McKinley Capital Management, Inc.
Metropolitan West Asset Management LLC
Montag & Caldwell, Inc.
Morgan Stanley Investment Management Inc.
Nicholas-Applegate Capital Management
Nomura Corporate Research and Asset Management Inc.
Peregrine Capital Management Inc.
Prudential Investment Management, Inc.
RS Investment Management, L.P.
Sanford C. Bernstein & Co., LLC
Security Capital Research & Management Incorporated
Shenkman Capital Management, Inc.
Transamerica Investment Management, LLC
Wellington Management Company, LLP
Wells Capital Management, Inc.
Western Asset Management Company
This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is
intended to provide additional information regarding the activities and
operations of the SEI Institutional Investments Trust (the "Trust") and should
be read in conjunction with the Trust's Prospectus relating to Class A Shares of
the Large Cap Fund, Large Cap Growth Fund, Large Cap Value Fund, Large Cap
Disciplined Equity Fund, Small/Mid Cap Equity Fund, Small Cap Fund,
International Equity Fund, Emerging Markets Equity Fund, Core Fixed Income Fund,
High Yield Bond Fund and International Fixed Income Fund, the Prospectus
relating to Class A Shares of the Large Cap Index Fund, Large Cap Growth Index
Fund and Large Cap Value Index Fund, and the Prospectus relating to Class T
Shares of the Large Cap Fund and Small Cap Fund, each dated September 30, 2003
and the Prospectus relating to the Class A Shares of the Long Duration Bond Fund
and the Extended Duration Bond Fund, dated January 30, 2004. A Prospectus may be
obtained upon request and without charge by writing the Trust's distributor, SEI
Investments Distribution Co., Oaks, Pennsylvania 19456.
The Trust's financial statements for the fiscal year ended May 31, 2003,
including notes thereto and the report of [ ] thereon,
are herein incorporated by reference from the Trust's 2003 Annual Report. A
copy of the 2003 Annual Report must accompany the delivery of this Statement
of Additional Information.
September 30, 2003, as amended and supplemented January 30, 2004
TABLE OF CONTENTS
[Enlarge/Download Table]
THE TRUST S-3
INVESTMENT OBJECTIVES AND POLICIES S-4
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS S-12
American Depositary Receipts ("ADRs") S-12
Asset-Backed Securities S-12
Commercial Paper S-13
Construction Loans S-13
Equity-Linked Warrants S-13
Equity Securities S-14
Fixed Income Securities S-15
Foreign Securities S-17
Forward Foreign Currency Contracts S-17
Futures and Options on Futures S-19
Illiquid Securities S-20
Investment Companies S-20
Money Market Securities S-21
Mortgage-Backed Securities S-21
Mortgage Dollar Rolls S-23
Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks S-24
Obligations of Supranational Agencies S-24
Options S-24
Privatizations S-26
Put Transactions S-26
Receipts S-26
REITs S-27
Repurchase Agreements S-27
Securities Lending S-28
Short Sales S-28
Swaps, Caps, Floors, Collars and Swaptions S-29
U.S. Government Securities S-30
Variable and Floating Rate Instruments S-30
When-Issued and Delayed Delivery Securities S-31
Yankee Obligations S-31
Zero Coupon Securities S-31
INVESTMENT LIMITATIONS S-32
THE ADMINISTRATOR AND TRANSFER AGENT S-35
THE ADVISER AND SUB-ADVISERS S-36
DISTRIBUTION AND SHAREHOLDER SERVICING S-42
TRUSTEES AND OFFICERS OF THE TRUST S-43
PROXY VOTING POLICIES AND PROCEDURES S-48
PERFORMANCE S-49
PURCHASE AND REDEMPTION OF SHARES S-51
TAXES S-52
FUND PORTFOLIO TRANSACTIONS S-55
DESCRIPTION OF SHARES S-59
LIMITATION OF TRUSTEES' LIABILITY S-59
CODE OF ETHICS S-59
VOTING S-60
SHAREHOLDER LIABILITY S-60
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES S-60
MASTER/FEEDER OPTION S-63
CUSTODIAN S-63
EXPERTS S-63
LEGAL COUNSEL S-63
APPENDIX A - DESCRIPTION OF RATINGS S-64
September 30, 2003, as amended and supplemented January 30, 2004
S-2
THE TRUST
SEI Institutional Investments Trust (the "Trust") is an open-end management
investment company that has diversified and non-diversified funds. The Trust was
organized as a Massachusetts business trust under a Declaration of Trust dated
March 1, 1995. The Declaration of Trust permits the Trust to offer separate
series ("funds") of units of beneficial interest ("shares") and different
classes of shares. Shareholders may purchase shares in certain funds through
separate classes. Class A and Class T shares may be offered, which may provide
for variations in transfer agent fees, shareholder service fees, dividends and
certain voting rights. Except for such differences, each share of each fund
represents an equal proportionate interest in that fund with each other share of
that fund.
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. All consideration received by the Trust for
shares of any fund, and all assets of such fund belong to that fund and would be
subject to the liabilities related thereto. The Trust pays its expenses,
including the fees of its service providers, audit and legal expenses, expenses
of preparing prospectuses, proxy solicitation materials and reports to
shareholders, costs of custodial services and registering the shares under
federal and state securities laws, pricing, insurance expenses, litigation and
other extraordinary expenses, brokerage costs, interest charges, taxes and
organizational expenses.
This Statement of Additional Information relates to the following funds:
Large Cap, Large Cap Value, Large Cap Growth, Large Cap Disciplined Equity,
Small/Mid Cap Equity, Small Cap, Core Fixed Income, High Yield Bond,
International Fixed Income, Emerging Markets Equity, International Equity, Large
Cap Index, Large Cap Value Index, Large Cap Growth Index, Long Duration Bond and
Extended Duration Bond Funds (each a "Fund" and, together, the "Funds").
The Large Cap Index, Large Cap Value Index and Large Cap Growth Index Funds
are not promoted, sponsored or endorsed by, nor in any way affiliated with Frank
Russell Company. Frank Russell Company is not responsible for and has not
reviewed the Large Cap Index, Large Cap Value Index and Large Cap Growth Index
Funds nor any associated literature or publications and Frank Russell Company
makes no representation or warranty, express or implied, as to their accuracy,
or completeness, or otherwise. Frank Russell Company reserves the right, at any
time and without notice, to alter, amend, terminate or in any way change the
Russell Indexes. Frank Russell Company has no obligation to take the needs of
any particular fund or its participants or any other product or person into
consideration in determining, composing or calculating any of the Russell
Indexes.
Frank Russell Company's publication of the Russell Indexes in no way
suggests or implies an opinion by Frank Russell Company as to the attractiveness
or appropriateness of investment in any or all securities upon which the Russell
Indexes are based. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION, WARRANTY, OR
GUARANTEE AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE
RUSSELL INDEXES OR ANY DATA INCLUDED IN THE RUSSELL INDEXES. FRANK RUSSELL
COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE, OR THE
RESULTS OF USE, OF THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY
SECURITY (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES. FRANK RUSSELL
COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY
WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL
INDEXES OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.
S-3
INVESTMENT OBJECTIVES AND POLICIES
LARGE CAP FUND--The investment objective of the Large Cap Fund is long-term
growth of capital and income.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in equity securities of large companies (I.E., companies with market
capitalizations of more than $1 billion at the time of purchase). The Fund will
notify its shareholders at least 60 days prior to any change in this policy. Any
remaining assets may be invested in investment grade fixed income securities
(I.E., rated in one of the four highest rating categories by a nationally
recognized statistical rating organization ("NRSRO") at the time of investment,
or determined by a Sub-Adviser to be of equivalent quality), including variable
and floating rate securities, or in equity securities of smaller companies that
the Fund's Sub-Advisers believe are appropriate in light of the Fund's
objective. The Fund may also purchase illiquid securities, shares of other
investment companies and real estate investment trusts ("REITs"), when-issued
and delayed-delivery securities and zero coupon obligations. The Fund may also
borrow money and lend its securities to qualified borrowers.
LARGE CAP VALUE FUND--The investment objective of the Large Cap Value Fund
is long-term growth of capital and income.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in equity securities of large companies (I.E., companies with market
capitalizations of more than $1 billion). The Fund will notify its shareholders
at least 60 days prior to any change in this policy. The Fund will invest
primarily in a diversified portfolio of high quality, income producing common
stocks of large companies which, in the opinion of the Sub-Advisers, are
undervalued in the marketplace at the time of purchase. In general, the
Sub-Advisers characterize high quality securities as those that have
above-average reinvestment rates. The Sub-Advisers also consider other factors,
such as earnings and dividend growth prospects, as well as industry outlook and
market share. Any remaining assets may be invested in other equity securities
and in investment grade fixed income securities (I.E., rated in one of the four
highest rating categories by an NRSRO at the time of investment, or determined
by a Sub-Adviser to be of equivalent quality). The Fund may also borrow money,
invest in illiquid securities, when-issued and delayed-delivery securities,
shares of REITs, and shares of other investment companies, and lend its
securities to qualified borrowers.
LARGE CAP GROWTH FUND--The investment objective of the Large Cap Growth
Fund is capital appreciation.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in equity securities of large companies (I.E., companies with market
capitalizations of more than $1 billion). The Fund will notify its shareholders
at least 60 days prior to any change in this policy. The Fund will invest
primarily in equity securities of large companies which, in the opinion of the
Sub-Advisers, possess significant growth potential. Any remaining assets may be
invested in investment grade fixed income securities (I.E., rated in one of the
four highest rating categories by an NRSRO at the time of investment, or
determined by a Sub-Adviser to be of equivalent quality) or in equity securities
of smaller companies that the Fund's Sub-Advisers believe are appropriate in
light of the Fund's objective. The Fund may also borrow money, invest in
illiquid securities, when-issued and delayed-delivery securities, shares of
REITs, and shares of other investment companies, and lend its securities to
qualified borrowers.
LARGE CAP DISCIPLINED EQUITY FUND--The investment objective of the Large
Cap Disciplined Equity Fund is capital appreciation.
Under normal circumstances, the Large Cap Disciplined Equity Fund will
invest at least 80% of its net assets in equity securities of large companies.
These securities may include common stocks, preferred stocks, warrants and
derivative instruments whose value is based on an underlying equity security or
basket of equity securities. The Fund will notify its shareholders at least 60
days prior to any change in this policy. The Fund will invest primarily in
common stocks of U.S. companies with market capitalizations in the range of
companies
S-4
in the S&P 500 Composite Stock Price Index (the "S&P 500 Index") (currently
between $387 million and $284 billion). The Fund seeks to exceed the total
return of the S&P 500 Index, with a similar level of volatility, by investing
primarily in a portfolio of common stocks included in the S&P 500 Index, as well
as other equity securities. The Fund may also may engage in short sales. In
addition, the Fund may invest in securities and use investment strategies and
techniques included in the section entitled "Description of Permitted
Investments and Risk Factors."
SMALL/MID CAP EQUITY FUND--The investment objective of the Small/Mid Cap
Equity Fund is long-term capital appreciation.
Under normal circumstances, the Small/Mid Cap Equity Fund will invest at
least 80% of its net assets in equity securities of small and medium sized
companies. The Fund will notify its shareholders at least 60 days prior to any
change in this policy. The Fund will invest primarily in common stocks of U.S.
companies with market capitalizations in the range of companies in the Russell
2500 Index (currently between $67 million and $3.6 billion). In addition, the
Fund may invest in securities and use investment strategies and techniques
included in the section entitled "Description of Permitted Investments and Risk
Factors."
SMALL CAP FUND--The investment objective of the Small Cap Fund is capital
appreciation.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in the equity securities of smaller companies (I.E., companies with
market capitalizations of less than $2 billion at the time of purchase). The
Fund will notify its shareholders at least 60 days prior to any change in this
policy. Any remaining assets may be invested in investment grade fixed income
securities (I.E., rated in one of the four highest rating categories by an NRSRO
at the time of investment, or determined by a Sub-Adviser to be of equivalent
quality), including variable and floating rate securities, or in equity
securities of larger companies that the Fund's Sub-Advisers believe are
appropriate in light of the Fund's objective. The Fund may also purchase
illiquid securities, shares of other investment companies and REITs, when-issued
and delayed-delivery securities and zero coupon obligations. The Fund may also
borrow money and lend its securities to qualified borrowers.
INTERNATIONAL EQUITY FUND--The International Equity Fund seeks to provide
capital appreciation.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in equity securities. The Fund will notify its shareholders at least 60
days prior to any change in this policy. The equity securities that the Fund
invests in may include equity-linked warrants. The Fund will invest primarily in
equity securities of non-U.S. issuers located in at least three different
countries. Any remaining assets will be invested in securities of emerging
markets issuers, U.S. or non-U.S. cash reserves and money market instruments, as
well as variable and floating rate securities. The Fund may also purchase
illiquid securities, shares of other investment companies, obligations of
supranational entities, when-issued and delayed-delivery securities and zero
coupon obligations. The Fund may also borrow money, enter into forward foreign
currency and swap contracts and lend its securities to qualified borrowers.
Securities of non-U.S. issuers purchased by the Fund may be purchased on
exchanges in foreign markets, on U.S. registered exchanges or the domestic or
foreign over-the-counter markets.
EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to
provide capital appreciation.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in equity securities of emerging markets issuers. The Fund will notify
its shareholders at least 60 days prior to any change in this policy. The equity
securities that the Fund invests in may include equity-linked warrants. 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 Sub-Advisers consider emerging market issuers to include
companies the securities of which are principally traded in the capital markets
of emerging market
S-5
countries; that derive at least 50% of their total revenue from either goods
produced, sales made 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. Under normal market 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 country.
The Fund may invest any remaining assets in investment grade fixed income
securities (I.E., rated in one of the four highest rating categories by an NRSRO
at the time of investment, or determined by a Sub-Adviser to be of equivalent
quality), including variable and floating rate securities, of emerging market
governments and companies, and may invest up to 5% of its total assets in
securities that are rated below investment grade. Certain securities issued by
governments of emerging market countries are or may be eligible for conversion
into investments in emerging market companies under debt conversion programs
sponsored by such governments. 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.
When in the Fund's Sub-Advisers' opinion there is an insufficient supply of
suitable securities from emerging market issuers, the Fund may invest up to 20%
of its total assets in the equity securities of non-emerging market companies
contained in the Morgan Stanley Capital International Europe, Australia and 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.
Securities of non-U.S. issuers purchased by the Fund may be purchased on
exchanges in foreign markets, on U.S. registered exchanges or the domestic or
foreign over-the-counter markets, and may be purchased in initial public
offerings. The Fund may also purchase illiquid securities, including "special
situation" securities, shares of other investment companies, obligations of
supranational entities, when-issued and delayed-delivery securities and zero
coupon obligations. The Fund may also borrow money, enter into forward foreign
currency transactions and swap contracts and lend its securities to qualified
borrowers.
The Fund's Sub-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 illiquid, as determined by the Fund's Sub-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 consistent with its 15%
restriction on investment in illiquid securities.
LONG DURATION BOND FUND--The Long Duration Bond Fund seeks to provide
investors with return characteristics similar to those of high-quality corporate
bonds, with a duration range of 10-12 years.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in fixed income securities. The Fund will notify its shareholders at
least 60 days prior to any change in this policy. The Fund invests primarily in
fixed income securities issued by U.S. corporations. The Fund also may invest in
other fixed income securities, including securities issued or guaranteed by the
U.S. Government and its agencies and instrumentalities, asset-backed securities,
mortgage-backed securities and collateralized mortgage-backed securities. The
Fund may invest in derivative securities, including interest rate swap
agreements and treasury futures contracts, for non-speculative purposes. In
addition, the Fund may invest in securities and use investment strategies and
techniques included in the section entitled "Description of Permitted
Investments and Risk Factors."
The Fund will invest primarily in fixed income securities rated in one of
the three highest rating categories by a major rating agency, or determined by a
Sub-Adviser to be of equivalent quality and, to a more limited extent, in fixed
income securities rated in the fourth highest rating category by a major rating
agency, or determined by a Sub-Adviser to be of equivalent quality. The Fund is
expected to maintain a dollar-weighted average duration between ten and twelve
years.
S-6
EXTENDED DURATION BOND FUND--The Extended Duration Bond Fund seeks to
provide investors with return characteristics similar to those of high-quality
corporate bonds, with a duration range of 23-25 years.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in fixed income securities. The Fund will notify its shareholders at
least 60 days prior to any change in this policy. The Fund invests primarily in
fixed income securities issued by U.S. corporations. The Fund also may invest in
other fixed income securities, including securities issued or guaranteed by the
U.S. Government and its agencies and instrumentalities, asset-backed securities,
mortgage-backed securities and collateralized mortgage-backed securities. The
Fund may invest in derivative securities, including interest rate swap
agreements and treasury futures contracts, for non-speculative purposes. In
addition, the Fund may invest in securities and use investment strategies and
techniques included in the section entitled "Description of Permitted
Investments and Risk Factors."
The Fund will invest primarily in fixed income securities rated in one of
the three highest rating categories by a major rating agency, or determined by a
Sub-Adviser to be of equivalent quality and, to a more limited extent, in fixed
income securities rated in the fourth highest rating category by a major rating
agency, or determined by a Sub-Adviser to be of equivalent quality. The Fund is
expected to maintain a dollar-weighted average duration between twenty-three and
twenty-five years.
CORE FIXED INCOME FUND--The investment objective of the Core Fixed Income
Fund is current income consistent with the preservation of capital.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in fixed income securities. The Fund will notify its shareholders at
least 60 days prior to any change in this policy. The Fund invests primarily in
investment grade fixed income securities (I.E., rated in one of the four highest
rating categories by an NRSRO at the time of investment, or determined by a
Sub-Adviser to be of equivalent quality). The Fund may acquire all types of
fixed income securities issued by domestic and foreign private and governmental
issuers, including mortgage-backed and asset-backed securities and variable and
floating rate securities. The Fund may invest not only in traditional fixed
income securities, such as bonds and debentures, but in structured securities
that make interest and principal payments based upon the performance of
specified assets or indices. Structured securities include mortgage-backed
securities, such as pass-through certificates, collateralized mortgage
obligations and interest and principal only components of mortgage-backed
securities. The Fund may also invest in mortgage dollar roll transactions,
construction loans, Yankee obligations, illiquid securities, shares of other
investment companies, obligations of supranational agencies, swaps, including
caps, floors, collars and swaptions, warrants, when-issued and delayed-delivery
securities and zero coupon obligations. The Fund may also borrow money and lend
its securities to qualified borrowers.
The Fund invests in a portfolio with a dollar-weighted average duration
that will, under normal market conditions, stay within plus or minus 20% of what
the Sub-Advisers believe to be the average duration of the domestic bond market
as a whole. The Sub-Advisers base their analysis of the average duration of the
domestic bond market on bond market indices which they believe to be
representative. The Sub-Advisers currently use the Lehman Aggregate Bond Index
for this purpose.
HIGH YIELD BOND FUND--The investment objective of the High Yield Bond Fund
is to maximize total return.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in fixed income securities that are below investment grade (I.E., rated
below the top four rating categories by an NRSRO at the time of purchase, or, if
not rated, determined to be of comparable quality by the Fund's Sub-Advisers).
The Fund will notify its shareholders at least 60 days prior to any change in
this policy. Securities that are below investment grade are commonly referred to
as "junk bonds," and generally entail increased credit and market risk. See
"Lower Rated Securities" in "Description of Permitted Investments and Risk
Factors" for additional information about "lower rated securities" or "junk
bonds." The achievement of the Fund's investment
S-7
objective may be more dependent on the Sub-Advisers' own credit analysis than
would be the case if the Fund invested in higher rated securities. There is no
bottom limit on the ratings of the high yield securities that may be purchased
and held by the Fund. These securities may have predominantly speculative
characteristics or may be in default. Any remaining assets may be invested in
equity, investment grade fixed income and money market securities that the
Sub-Advisers believe are appropriate in light of the Fund's objective.
The Fund may acquire all types of fixed income securities issued by
domestic and foreign private and governmental issuers, including mortgage-backed
and asset-backed securities, and variable and floating rate securities. The Fund
may also invest in Yankee obligations, illiquid securities, shares of other
investment companies and REITs, warrants, when-issued and delayed-delivery
securities, zero coupon obligations, pay-in-kind and deferred payment
securities. The Fund may also borrow money, enter into forward foreign currency
contracts, and lend its securities to qualified borrowers. The Fund's
Sub-Advisers may vary the average maturity of the securities in the Fund without
limit, and there is no restriction on the maturity of any individual security.
The Fund's Sub-Advisers will consider ratings, but will perform their own
analyses and will not rely principally on ratings. The Fund's Sub-Advisers will
consider, among other things, the price of the security and the financial
history and condition, the prospects and the management of an issuer in
selecting securities for the Fund.
INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks
to provide capital appreciation and current income.
Under normal circumstances, the Fund will invest at least 80% of its net
assets in fixed income securities. The Fund will notify its shareholders at
least 60 days prior to any change in this policy. The Fund will invest primarily
in investment grade fixed income securities of issuers located in at least three
countries other than the United States.
The Fund may invest its remaining assets in obligations issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities ("U.S. Government securities") and preferred stocks of U.S.
and foreign issuers. The Fund also may engage in short selling against the box.
The Fund may also invest in securities of companies located in and governments
of emerging market countries. 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. Investments in emerging markets
countries will not exceed 5% of the Fund's total assets at the time of purchase.
Such investments entail risks different from investments in securities of
companies and governments of more developed, stable nations.
The Fund may acquire all types of fixed income securities issued by foreign
private and governmental issuers, including mortgage-backed and asset-backed
securities, and variable and floating rate securities. The Fund may invest in
traditional fixed income securities such as bonds and debentures, and in
structured securities that derive interest and principal payments from specified
assets or indices. All such investments will be in investment grade securities
denominated in various currencies, including the European Currency Unit. The
Fund may also invest in illiquid securities, shares of other investment
companies, obligations of supranational entities, warrants, when-issued and
delayed-delivery securities and zero coupon obligations. The Fund may also
borrow money, enter into forward foreign currency transactions and swap
contracts and lend its securities to qualified borrowers. 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 Sub-Advisers to be of
comparable quality to such securities and debt obligations at the time of
purchase.
There are no restrictions on the average maturity of the Fund or the
maturity of any single instrument. Maturities may vary widely depending on the
Fund's Sub-Advisers' assessment of interest rate trends and other economic and
market factors.
S-8
The Fund is a non-diversified fund. Investment in a non-diversified company
may entail greater risk than investment in a diversified company. The Fund's
ability to focus its investments on a fewer number of issuers means that
economic, political or regulatory developments affecting the Fund's investment
securities could have a greater impact on the total value of the Fund than would
be the case if the Fund were diversified among more issuers. The Fund intends to
comply with the diversification requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). See "Taxes" for additional
information.
LARGE CAP INDEX FUND--The Large Cap Index Fund seeks to provide investment
results that correspond to the aggregate price and dividend performance of the
securities in the Russell 1000 Index, which measures the performance of the
1,000 largest U.S. companies based on total market capitalization ("Russell 1000
Companies").
The Fund will invest substantially all of its assets in securities that are
included in the Russell 1000 Index, which is comprised of securities of the
1,000 largest U.S. companies (mostly common stocks). The Fund will notify
shareholders at least 60 days prior to any change to this policy. Accordingly,
an investment in shares of the Fund involves risks similar to those of investing
in a portfolio consisting of the common stocks and other securities of some or
all of the companies included in the Russell 1000 Index.
The Fund may invest in a statistically selected sample of the stocks
included in the Russell 1000 Index instead of allocating all of the Fund's
assets among all of the common stocks, or in the same weightings as the Russell
1000 Index. The Fund's ability to duplicate the performance of the Russell 1000
Index will depend to some extent on the size and timing of cashflows into and
out of the Fund, as well as on the level of the Fund's expenses. Adjustments
made to accommodate cash flows will track the Russell 1000 Index to the maximum
extent possible, and may result in brokerage expenses for the Fund. Over time,
the correlation between the performance of the Fund and the Russell 1000 Index
is expected to be over 0.95, before fees and expenses, in falling as well as
rising markets. A correlation of 1.00 would indicate perfect correlation, which
would be achieved when the net asset value of the Fund, including the value of
its dividend and capital gains distributions, increased or decreased in exact
proportion to changes in the Russell 1000 Index. The Fund does not seek to
"beat" the markets it tracks and does not seek temporary defensive positions
when markets appear overvalued.
The Fund's investment Sub-Adviser makes no attempt to "manage" the Fund in
the traditional sense (I.E., by using economic, financial or market analyses).
The adverse financial situation of a company usually will not result in the
elimination of a security from the Fund. However, an investment may be removed
from the Fund if, in the judgment of the Fund's Sub-Adviser, extraordinary
events or adverse financial conditions have substantially impaired the merit of
the investment. Furthermore, administrative adjustments may be made in the Fund
from time to time because of mergers, changes in the composition of the Russell
1000 Index and similar reasons. In certain circumstances, the Fund's Sub-Adviser
may exercise discretion in determining whether to exercise warrants or rights
issued in respect to Fund securities or whether to tender Fund securities
pursuant to a tender or exchange offer or in similar situations.
The Fund may enter into stock index futures contracts to maintain adequate
liquidity to meet its redemption demands while maximizing the level of the
Fund's assets which are tracking the performance of the Russell 1000 Index,
provided that the value of these contracts does not exceed 20% of the Fund's net
assets. The Fund also can sell such futures contracts in order to close out a
previously established position. The Fund will not enter into any stock index
futures contract for the purpose of speculation, and will only enter into
contracts traded on national securities exchanges with standardized maturity
dates.
The Fund may invest cash reserves in securities issued by the U.S.
Government, its agencies or instrumentalities, bankers' acceptances, commercial
paper rated at least BBB by S&P and/or Baa by Moody's, certificates of deposit
and repurchase agreements involving such obligations. Such investments will not
be used for defensive purposes and it is expected that cash reserve items would
normally be less than 10% of the Fund's net assets. The Fund may also borrow
money, invest in illiquid securities, when-issued and delayed-
S-9
delivery securities, shares of REITs, and shares of other investment companies,
including exchange traded funds ("ETFs"), and lend its securities to qualified
borrowers.
LARGE CAP VALUE INDEX FUND--The Large Cap Value Index Fund seeks to provide
investment results that correspond to the aggregate price and dividend
performance of the securities in the Russell 1000 Value Index, which measures
the performance of the Russell 1000 Companies with lower price-to-book ratios
and lower forecasted growth values.
The Fund will invest substantially all of its assets in securities that are
included in the Russell 1000 Value Index, which is comprised of securities of
the 1,000 largest U.S. companies (mostly common stocks) that have a lower
price-to-book ratios and lower forecasted growth values. The Fund will notify
shareholders at least 60 days prior to any change to this policy. Accordingly,
an investment in shares of the Fund involves risks similar to those of investing
in a portfolio consisting of the common stocks and other securities of some or
all of the companies included in the Russell 1000 Value Index.
The Fund may invest in a statistically selected sample of the stocks
included in the Russell 1000 Value Index instead of allocating all of the Fund's
assets among all of the common stocks, or in the same weightings as the Russell
1000 Value Index. The Fund's ability to duplicate the performance of the Russell
1000 Value Index will depend to some extent on the size and timing of cashflows
into and out of the Fund, as well as on the level of the Fund's expenses.
Adjustments made to accommodate cash flows will track the Russell 1000 Value
Index to the maximum extent possible, and may result in brokerage expenses for
the Fund. Over time, the correlation between the performance of the Fund and the
Russell 1000 Value Index is expected to be over 0.95, before fees and expenses,
in falling as well as rising markets. A correlation of 1.00 would indicate
perfect correlation, which would be achieved when the net asset value of the
Fund, including the value of its dividend and capital gains distributions,
increased or decreased in exact proportion to changes in the Russell 1000 Value
Index. The Fund does not seek to "beat" the markets it tracks and does not seek
temporary defensive positions when markets appear overvalued.
The Fund's investment Sub-Adviser makes no attempt to "manage" the Fund in
the traditional sense (I.E., by using economic, financial or market analyses).
The adverse financial situation of a company usually will not result in the
elimination of a security from the Fund. However, an investment may be removed
from the Fund if, in the judgment of the Fund's Sub-Adviser, extraordinary
events or adverse financial conditions have substantially impaired the merit of
the investment. Furthermore, administrative adjustments may be made in the Fund
from time to time because of mergers, changes in the composition of the Russell
1000 Value Index and similar reasons. In certain circumstances, the Fund's
Sub-Adviser may exercise discretion in determining whether to exercise warrants
or rights issued in respect to Fund securities or whether to tender Fund
securities pursuant to a tender or exchange offer or in similar situations.
The Fund may enter into stock index futures contracts to maintain adequate
liquidity to meet its redemption demands while maximizing the level of the
Fund's assets which are tracking the performance of the Russell 1000 Value
Index, provided that the value of these contracts does not exceed 20% of the
Fund's net assets. The Fund also can sell such futures contracts in order to
close out a previously established position. The Fund will not enter into any
stock index futures contract for the purpose of speculation, and will only enter
into contracts traded on national securities exchanges with standardized
maturity dates.
The Fund may invest cash reserves in securities issued by the U.S.
Government, its agencies or instrumentalities, bankers' acceptances, commercial
paper rated at least BBB by S&P and/or Baa by Moody's, certificates of deposit
and repurchase agreements involving such obligations. Such investments will not
be used for defensive purposes and it is expected that cash reserve items would
normally be less than 10% of the Fund's net assets. The Fund may also borrow
money, invest in illiquid securities, when-issued and delayed-delivery
securities, shares of REITs, and shares of other investment companies, including
ETFs, and lend its securities to qualified borrowers.
S-10
LARGE CAP GROWTH INDEX FUND--The Large Cap Growth Index Fund seeks to
provide investment results that correspond to the aggregate price and dividend
performance of the securities in the Russell 1000 Growth Index, which measures
the performance of the Russell 1000 Companies with higher price-to-book ratios
and higher forecasted growth values.
The Fund will invest substantially all of its assets in securities that are
included in the Russell 1000 Growth Index, which is comprised of securities of
the 1,000 largest U.S. companies (mostly common stocks) that have higher
price-to-book ratios and higher forecasted growth values. The Fund will notify
shareholders at least 60 days prior to any change to this policy. Accordingly,
an investment in shares of the Fund involves risks similar to those of investing
in a portfolio consisting of the common stocks and other securities of some or
all of the companies included in the Russell 1000 Growth Index.
The Fund may invest in a statistically selected sample of the stocks
included in the Russell 1000 Growth Index instead of allocating all of the
Fund's assets among all of the common stocks, or in the same weightings as the
Russell 1000 Growth Index. The Fund's ability to duplicate the performance of
the Russell 1000 Growth Index will depend to some extent on the size and timing
of cashflows into and out of the Fund, as well as on the level of the Fund's
expenses. Adjustments made to accommodate cash flows will track the Russell 1000
Growth Index to the maximum extent possible, and may result in brokerage
expenses for the Fund. Over time, the correlation between the performance of the
Fund and the Russell 1000 Growth Index is expected to be over 0.95, before fees
and expenses, in falling as well as rising markets. A correlation of 1.00 would
indicate perfect correlation, which would be achieved when the net asset value
of the Fund, including the value of its dividend and capital gains
distributions, increased or decreased in exact proportion to changes in the
Russell 1000 Growth Index. The Fund does not seek to "beat" the markets it
tracks and does not seek temporary defensive positions when markets appear
overvalued.
The Fund's investment Sub-Adviser, makes no attempt to "manage" the Fund in
the traditional sense (I.E., by using economic, financial or market analyses).
The adverse financial situation of a company usually will not result in the
elimination of a security from the Fund. However, an investment may be removed
from the Fund if, in the judgment of the Fund's Sub-Adviser, extraordinary
events or adverse financial conditions have substantially impaired the merit of
the investment. Furthermore, administrative adjustments may be made in the Fund
from time to time because of mergers, changes in the composition of the Russell
1000 Growth Index and similar reasons. In certain circumstances, the Fund's
Sub-Adviser may exercise discretion in determining whether to exercise warrants
or rights issued in respect to Fund securities or whether to tender Fund
securities pursuant to a tender or exchange offer or in similar situations.
The Fund may enter into stock index futures contracts to maintain adequate
liquidity to meet its redemption demands while maximizing the level of the
Fund's assets which are tracking the performance of the Russell 1000 Growth
Index, provided that the value of these contracts does not exceed 20% of the
Fund's net assets. The Fund also can sell such futures contracts in order to
close out a previously established position. The Fund will not enter into any
stock index futures contract for the purpose of speculation, and will only enter
into contracts traded on national securities exchanges with standardized
maturity dates.
The Fund may invest cash reserves in securities issued by the U.S.
Government, its agencies or instrumentalities, bankers' acceptances, commercial
paper rated at least BBB by S&P and/or Baa by Moody's, certificates of deposit
and repurchase agreements involving such obligations. Such investments will not
be used for defensive purposes and it is expected that cash reserve items would
normally be less than 10% of the Fund's net assets. The Fund may also borrow
money, invest in illiquid securities, when-issued and delayed-delivery
securities, shares of REITs, and shares of other investment companies, including
ETFs, and lend its securities to qualified borrowers.
There can be no assurance that the Funds will achieve their respective
investment objectives.
S-11
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
The following are descriptions of the permitted investments and investment
practices discussed in Funds' "Investment Objectives and Policies" section and
the associated risk factors. A Fund may purchase any of these instruments and/or
engage in any of these investment practices if, in the opinion of the Adviser or
Sub-Adviser, as applicable, such investment will be advantageous to the Fund. A
Fund is free to reduce or eliminate its activity in any of these areas. The
Adviser or Sub-Adviser, as applicable, will only invest in any of the following
instruments or engage in any of the following investment practices if such
investment or activity is consistent with and permitted by a Fund's stated
investment policies. There is no assurance that any of these strategies or any
other strategies and methods of investment available to a Fund will result in
the achievement of the Fund's objectives.
AMERICAN DEPOSITARY RECEIPTS ("ADRs")--ADRs, as well as other "hybrid"
forms of ADRs, including European Depositary Receipts ("EDRs"), Continental
Depositary Receipts ("CDRs") and Global Depositary Receipts ("GDRs"), are
certificates evidencing ownership of shares of a foreign issuer. These
certificates are issued by depositary banks and generally trade on an
established market in the United States or elsewhere. The underlying shares are
held in trust by a custodian bank or similar financial institution in the
issuer's home country. The depositary bank may not have physical custody of the
underlying securities at all times and may charge fees for various services,
including forwarding dividends and interest and corporate actions. ADRs are
alternatives to directly purchasing the underlying foreign securities in their
national markets and currencies. However, ADRs continue to be subject to many of
the risks associated with investing directly in foreign securities.
Investments in the securities of foreign issuers may subject a Fund to
investment risks that differ in some respects from those related to investments
in securities of U.S. issuers. Such risks include future adverse political and
economic developments, possible imposition of withholding taxes on income,
possible seizure, nationalization or expropriation of foreign deposits, possible
establishment of exchange controls or taxation at the source or greater
fluctuation in value due to changes in exchange rates. Foreign issuers of
securities often engage in business practices different from those of domestic
issuers of similar securities, and there may be less information publicly
available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different
accounting treatment than are those in the United States.
ASSET-BACKED SECURITIES--Asset-backed securities are securities backed by
non-mortgage assets such as company receivables, truck and auto loans, leases
and credit card receivables. Other asset-backed securities may be created in the
future. These securities may be traded over-the-counter and typically have a
short-intermediate maturity structure depending on the paydown characteristics
of the underlying financial assets which are passed through to the security
holder. These securities are generally issued as pass-through certificates,
which represent undivided fractional ownership interests in the underlying pools
of assets. Asset-backed 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 debt obligations.
Asset-backed securities are not issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; however, the payment of principal
and interest on such obligations may be guaranteed up to certain amounts and,
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 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 collateral may not, in some
cases, be available to support payments on those securities.
S-12
Asset-backed 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 holder. There may be limited secondary market
for such securities.
COMMERCIAL PAPER--Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to 270 days.
CONSTRUCTION LOANS--In general, construction loans are mortgages on
multifamily homes that are insured by the Federal Housing Administration (FHA)
under various federal programs of the National Housing Act of 1934 and its
amendments. Several FHA programs have evolved to ensure the construction
financing and permanent mortgage financing on multifamily residences, nursing
homes, elderly residential facilities, and health care units. Project loans
typically trade in two forms: either as FHA- or GNMA-insured pass-through
securities. In this case, a qualified issuer issues the pass-through securities
while holding the underlying mortgage loans as collateral. Regardless of form,
all projects are government-guaranteed by the U.S. Department of Housing and
Urban Development (HUD) through the FHA insurance fund. The credit backing of
all FHA and GNMA projects derives from the FHA insurance fund, and so projects
issued in either form enjoy the full faith and credit backing of the U.S.
Government.
Most project pools consist of one large mortgage loan rather than numerous
smaller mortgages, as is typically the case with agency single-family mortgage
securities. As such, prepayments on projects are driven by the incentives most
mortgagors have to refinance, and are very project-specific in nature. However,
to qualify for certain government programs, many project securities contain
specific prepayment restrictions and penalties.
Under multifamily insurance programs, the government insures the
construction financing of projects as well as the permanent mortgage financing
on the completed structures. This is unlike the single-family mortgage market,
in which the government only insures mortgages on completed homes. Investors
purchase new projects by committing to fund construction costs on a monthly
basis until the project is built. Upon project completion, an investor's
construction loan commitments are converted into a proportionate share of the
final permanent project mortgage loan. The construction financing portion of a
project trades in the secondary market as an insured Construction Loan
Certificate (CLC). When the project is completed, the investor exchanges all the
monthly CLCs for an insured Permanent Loan Certificate (PLC). The PLC is an
insured pass-through security backed by the final mortgage on the completed
property. As such, PLCs typically have a thirty-five to forty year maturity,
depending on the type of final project. There are vastly more PLCs than CLCs in
the market, owing to the long economic lives of the project structures. While
neither CLCs or PLCs are as liquid as agency single-family mortgage securities,
both are traded on the secondary market and would generally not be considered
illiquid. The benefit to owning these securities is a relatively high yield
combined with significant prepayment protection, which generally makes these
types of securities more attractive when prepayments are expected to be high in
the mortgage market. CLCs typically offer a higher yield due to the fact that
they are somewhat more administratively burdensome to account for.
EQUITY-LINKED WARRANTS--Equity-linked warrants provide a way for investors
to access markets where entry is difficult and time consuming due to regulation.
Typically, a broker issues warrants to an investor and then purchases shares in
the local market and issues a call warrant hedged on the underlying holding. If
the investor exercises his call and closes his position, the shares are sold and
the warrant redeemed with the proceeds.
Each warrant represents one share of the underlying stock, therefore, the
price, performance and liquidity of the warrant are all directly linked to the
underlying stock. The warrants can be redeemed for 100% of the value of the
underlying stock (less transaction costs). Being American style warrants, they
can be exercised at any time. The warrants are U.S. dollar denominated and
priced daily on several international stock exchanges.
S-13
There are risks associated with equity-linked warrants. The investor will
bear the full counterparty risk to the issuing broker (but the Sub-Advisers can
mitigate this by only purchasing from issuers with the highest credit rating).
They also have a longer settlement period because they go through the same
registration process as the underlying shares (about three weeks) and during
this time the shares cannot be sold. There is currently no active trading market
for equity-linked warrants. Certain issuers of such warrants may be deemed to be
"investment companies" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). As a result, the Fund's investment in such warrants
may be limited by certain investment restrictions contained in the 1940 Act.
EQUITY SECURITIES--Equity securities represent ownership interests in a
company and consist of common stocks, preferred stocks, warrants to acquire
common stock and securities convertible into common stock. Investments in equity
securities in general are subject to market risks which may cause their prices
to fluctuate over time. Fluctuations in the value of equity securities in which
a Fund invests will cause the net asset value of the Fund to fluctuate. The
Funds purchase equity securities traded in the United States on registered
exchanges or the over-the-counter market. Equity securities are described in
more detail below:
COMMON STOCK. Common stock represents an equity or ownership interest in an
issuer. In the event an issuer is liquidated or declares bankruptcy, the claims
of owners of bonds and preferred stock take precedence over the claims of those
who own common stock.
PREFERRED STOCK. Preferred stock represents an equity or ownership interest
in an issuer that pays dividends at a specified rate and that has precedence
over common stock in the payment of dividends. In the event an issuer is
liquidated or declares bankruptcy, the claims of owners of bonds take precedence
over the claims of those who own preferred and common stock.
WARRANTS. Warrants are instruments that entitle the holder to buy an equity
security at a specific price for a specific period of time. Changes in the value
of a warrant do not necessarily correspond to changes in the value of its
underlying security. The price of a warrant may be more volatile than the price
of its underlying security, and a warrant may offer greater potential for
capital appreciation as well as capital loss. Warrants do not entitle a holder
to dividends or voting rights with respect to the underlying security and do not
represent any rights in the assets of the issuing company. A warrant ceases to
have value if it is not exercised prior to its expiration date. These factors
can make warrants more speculative than other types of investments.
CONVERTIBLE SECURITIES. Convertible securities are bonds, debentures,
notes, preferred stocks or other securities that may be converted or exchanged
(by the holder or by the issuer) into shares of the underlying common stock (or
cash or securities of equivalent value) at a stated exchange ratio. A
convertible security may also be called for redemption or conversion by the
issuer after a particular date and under certain circumstances (including a
specified price) established upon issue. If a convertible security held by a
Fund is called for redemption or conversion, the Fund could be required to
tender it for redemption, convert it into the underlying common stock, or sell
it to a third party.
Convertible securities generally have less potential for gain or loss than
common stocks. Convertible securities generally provide yields higher than the
underlying common stocks, but generally lower than comparable non-convertible
securities. Because of this higher yield, convertible securities generally sell
at a price above their "conversion value," which is the current market value of
the stock to be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time depending on
changes in the value of the underlying common stocks and interest rates. When
the underlying common stocks decline in value, convertible securities will tend
not to decline to the same extent because of the interest or dividend payments
and the repayment of principal at maturity for certain types of convertible
securities. However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same extent as
securities convertible at the option of the holder. When the underlying common
stocks rise in value, the value of convertible securities may also be expected
to increase. At the same time, however, the difference between the market value
of convertible securities and their
S-14
conversion value will narrow, which means that the value of convertible
securities will generally not increase to the same extent as the value of the
underlying common stocks. Because convertible securities may also be
interest-rate sensitive, their value may increase as interest rates fall and
decrease as interest rates rise. Convertible securities are also subject to
credit risk, and are often lower-quality securities.
SMALL AND MEDIUM CAPITALIZATION ISSUERS. Investing in equity securities of
small and medium capitalization companies often involves greater risk than is
customarily associated with investments in larger capitalization companies. This
increased risk may be due to the greater business risks of smaller size, limited
markets and financial resources, narrow product lines and the frequent lack of
depth of management. The securities of small companies are often traded
over-the-counter and, even if listed on a national securities exchange, may not
be traded in volumes typical for that exchange. Consequently, the securities of
smaller companies are less likely to be liquid, may have limited market
stability and may be subject to more abrupt or erratic market movements than
securities of larger, more established growth companies or the market averages
in general.
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 the fixed
income investments in which the Fund invests will 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
necessarily affect cash income derived from these securities, but will affect a
Fund's net asset value.
Additional information regarding fixed income securities is described
below:
DURATION. Duration is a measure of the expected change in value of a fixed
income security for a given change in interest rates. For example, if interest
rates changed by one percent, the value of a security having an effective
duration of two years generally would vary by two percent. Duration takes the
length of the time intervals between the present time and time that the interest
and principal payments are scheduled, or in the case of a callable bond,
expected to be received, and weighs them by the present values of the cash to be
received at each future point in time.
INVESTMENT GRADE FIXED INCOME SECURITIES. Fixed income securities are
considered investment grade if they are rated in one of the four highest rating
categories by an NRSRO, or, if not rated, are determined to be of comparable
quality by the Fund's Sub-Advisers. See "Description of Ratings" for a
description of the bond rating categories of several NRSROs. Ratings of each
NRSRO represents its opinion of the safety of principal and interest payments
(and not the market risk) of bonds and other fixed income securities it
undertakes to rate at the time of issuance. Ratings are not absolute standards
of quality and may not reflect changes in an issuer's creditworthiness. Fixed
income securities rated BBB or Baa lack outstanding investment characteristics,
and have speculative characteristics as well. In the event a security owned by a
Fund is downgraded, the Sub-Adviser will review the situation and take
appropriate action with regard to the security.
LOWER RATED SECURITIES. Lower rated bonds are commonly referred to as "junk
bonds" or high yield/high risk securities. These securities are rated "Baa" or
"BBB" or lower by an NRSRO. Each Fund may invest in securities rated as low as
"C" by Moody's or "D" by S&P. These ratings indicate that the obligations are
speculative and may be in default. The High Yield Bond and Emerging Markets
Equity Funds may invest in lower rated securities. Fixed income securities are
subject to the risk of an issuer's ability to meet principal and interest
payments on the obligation (credit risk), and may also be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the creditworthiness of the issuer and general market
S-15
liquidity (market risk). Lower rated or unrated (I.E., high yield) securities
are more likely to react to developments affecting market and credit risk than
are more highly rated securities, which primarily react to movements in the
general 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 generally are not 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, a Fund's
Sub-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, a Fund 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 such Fund's net asset value. Prices for high yield
securities may also be affected by legislative and regulatory developments.
Lower rated or unrated fixed income obligations also present risks based on
payment expectations. If an issuer calls the obligations for redemption, a Fund
may have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If a 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 BOND, 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.
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 adversely 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, a 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 a 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, a 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 a Fund's assets. If a 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.
LIQUIDITY AND VALUATION. There may be little trading in the secondary
market for particular bonds, which may affect adversely a Fund's ability to
value accurately or dispose of such bonds. Adverse publicity and investor
perception, whether or not based on fundamental analysis, may decrease the value
and liquidity of high-yield, high-risk bonds, especially in a thin market.
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TAXES. A Fund may purchase debt securities (such as zero coupon or
pay-in-kind securities) that contain original issue discount. Original issue
discount that accretes in a taxable year is treated as earned by a Fund and
therefore is subject to the distribution requirements applicable to regulated
investment companies under Subchapter M of the Code. Because the original issue
discount earned by a 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.
FOREIGN SECURITIES--Foreign securities are securities issued by non-U.S.
issuers. Investments in foreign securities may subject a Fund to investment
risks that differ in some respects from those related to investments in
securities of U.S. issuers. Such risks include future adverse political and
economic developments, possible imposition of withholding taxes on income,
possible seizure, nationalization, or expropriation of foreign deposits,
possible establishment of exchange controls or taxation at the source or greater
fluctuations in value due to changes in the exchange rates. Foreign issuers of
securities often engage in business practices different from those of domestic
issuers of similar securities, and there may be less information publicly
available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different
accounting treatment than are those in the United States. Foreign branches of
U.S. banks and foreign banks may be subject to less stringent reserve
requirements than those applicable to domestic branches of U.S. banks.
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. Such investments may also entail higher custodial fees
and sales commissions than domestic investments.
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 an 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 or government-related securities
of emerging market countries and restructured debt instruments in emerging
markets 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.
FORWARD FOREIGN CURRENCY CONTRACTS--A forward foreign currency contract
involves a negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. These contracts are traded in the interbank market
conducted directly between currency traders (usually large, commercial banks)
and their customers. A forward foreign currency contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
A Fund may utilize forward currency contracts to lock in an exchange rate
in connection with purchases and sales of securities denominated in foreign
currencies ("Transaction Hedging") or to lock in the U.S. dollar value of
portfolio positions ("Position Hedging"). Transaction Hedging is entering into a
currency transaction
S-17
with respect to specific assets or liabilities of a Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt of income therefrom. A Fund may enter into Transaction Hedging out of a
desire to preserve the U.S. dollar price of a security when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency. A Fund may be able to protect itself against possible losses resulting
from changes in the relationship between the U.S. dollar and foreign currencies
during the period between the date the security is purchased or sold and the
date on which payment is made or received by entering into a forward contract
for the purchase or sale, for a fixed amount of dollars, of the amount of the
foreign currency involved in the underlying security transactions.
Position Hedging is entering into a currency transaction with respect to
portfolio security positions denominated or generally quoted in that currency. A
Fund may use Position Hedging when an Adviser or a Sub-Adviser, as applicable,
reasonably believes that the currency of a particular foreign country may suffer
a substantial decline against the U.S. dollar. A Fund may enter into a forward
foreign currency contract to sell, for a fixed amount of dollars, the amount of
foreign currency approximating the value of some or all of its portfolio
securities denominated in such foreign currency. The precise matching of the
forward foreign currency contract amount and the value of the portfolio
securities involved may not have a perfect correlation since the future value of
the securities hedged will change as a consequence of the market between the
date the forward contract is entered into and the date it matures. The
projection of short-term currency market movement is difficult, and the
successful execution of this short-term hedging strategy is uncertain.
The Fund will not enter into a transaction to hedge currency exposure to an
extent greater, after netting all transactions intended wholly or partially to
offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.
A Fund may also cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have portfolio exposure. In addition, a Fund may also engage in proxy
hedging, which is defined as entering into positions in one currency to hedge
investments denominated in another currency, where the two currencies are
economically linked.
Currency hedging involves some of the same risks and considerations as
other transactions with similar instruments. Currency transactions can result in
losses to a Fund if the currency being hedged fluctuates in value to a degree in
a direction that is not anticipated. Furthermore, there is a risk that the
perceived linkage between various currencies may not be present or may not be
present during the particular time that a Fund is engaging in proxy hedging. If
a Fund enters into a currency hedging transaction, the Fund will "cover" its
position so as not to create a "senior security" as defined in Section 18 of the
Investment Company Act of 1940, as amended (the "1940 Act").
Currency transactions are subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchase and
sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to a Fund if it
is unable to deliver or receive currency or funds in settlement of obligations
and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transaction costs.
Buyers and sellers of currency futures are subject to the same risks that apply
to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in the
issuing nation. Trading options on currency futures is relatively new, and the
ability to establish and close out positions on such options is subject to the
maintenance of a liquid market, which may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy. Although forward foreign currency contracts and currency futures tend
S-18
to minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time they tend to limit any potential gain which might
result should the value of such currency increase.
FUTURES AND OPTIONS ON FUTURES--Futures contracts provide for the future
sale by one party and purchase by another party of a specified amount of a
specific security at a specified future time and at a specified price. An option
on a futures contract gives the purchaser the right, in exchange for a premium,
to assume a position in a futures contract at a specified exercise price during
the term of the option. A 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 regulated by the Commodities Futures
Trading Commission ("CFTC"). Consistent with CFTC regulations, a Fund may use
futures contracts and related options for either (i) "BONA FIDE hedging
purposes," as such term is defined by the CFTC, or (ii) for other purposes only
to the extent that the aggregate initial margin and premiums on such positions
(excluding the amount by which options on futures contracts are in the money) do
not exceed 5% of the Fund's net assets. Instances in which a Fund may use
futures contracts and related options for purposes other than BONA FIDE hedging
include: attempting to offset changes in the value of securities held or
expected to be acquired or be disposed of; attempting to minimize fluctuations
in foreign currencies: attempting to gain exposure to a particular market, index
or instrument; or other risk management purposes.
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.
When a Fund purchases or sells a futures contract, or sells an option
thereon, the Fund is required to "cover" its position in order to limit
leveraging and related risks. To cover its position, a Fund may maintain with
its custodian bank (and marked-to-market on a daily basis), a segregated account
consisting of cash or liquid securities that, when added to any amounts
deposited with a futures commission merchant as margin, are equal to the market
value of the futures contract or otherwise "cover" its position in a manner
consistent with the 1940 Act or the rules and SEC interpretations thereunder. If
the Fund continues to engage in the described securities trading practices and
properly segregates assets, the segregated account will function as a practical
limit on the amount of leverage which the Fund may undertake and on the
potential increase in the speculative character of the Fund's outstanding
portfolio securities. Additionally, such segregated accounts will generally
assure the availability of adequate funds to meet the obligations of the fund
arising from such investment activities.
A Fund may also cover its long position in a futures contract by purchasing
a put option on the same futures contract with a strike price (I.E., an exercise
price) as high or higher than the price of the futures contract. In the
alternative, if the strike price of the put is less than the price of the
futures contract, the Fund will maintain in a segregated account cash or liquid
securities equal in value to the difference between the strike price of the put
and the price of the futures contract. A Fund may also cover its long position
in a futures contract by taking a short position in the instruments underlying
the futures contract, or by taking positions in instruments with prices which
are expected to move relatively consistently with the futures contract. A Fund
may cover its short position in a futures contract by taking a long position in
the instruments underlying the futures contracts, or by taking positions in
instruments with prices which are expected to move relatively consistently with
the futures contract.
A Fund may cover its sale of a call option on a futures contract by taking
a long position in the underlying futures contract at a price less than or equal
to the strike price of the call option. In the alternative, if the long position
in the underlying futures contract is established at a price greater than the
strike price of the written (sold) call, the fund will maintain in a segregated
account cash or liquid securities equal in value to the difference between the
strike price of the call and the price of the futures contract. A Fund may also
cover its sale of a call option by taking positions in instruments with prices
which are expected to move relatively
S-19
consistently with the call option. A Fund may cover its sale of a put option on
a futures contract by taking a short position in the underlying futures contract
at a price greater than or equal to the strike price of the put option, or, if
the short position in the underlying futures contract is established at a price
less than the strike price of the written put, the fund will maintain in a
segregated account cash or liquid securities equal in value to the difference
between the strike price of the put and the price of the futures contract. A
Fund may also cover its sale of a put option by taking positions in instruments
with prices which are expected to move relatively consistently with the put
option.
There are significant risks associated with a Fund's use of futures
contracts and related options, including the following: (1) the success of a
hedging strategy may depend on the Adviser's or a Sub-Adviser's, as applicable,
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 a 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 futures
options. In addition, some strategies reduce a Fund's exposure to price
fluctuations, while others tend to increase its market exposure.
ILLIQUID SECURITIES--Illiquid securities are securities that cannot be
disposed of in the ordinary course of business (within seven days) at
approximately the prices at which they are valued. Because of their illiquid
nature, illiquid securities must be priced at fair value as determined in good
faith pursuant to procedures approved by the Trust's Board of Trustees. Despite
such good faith efforts to determine fair value prices, a Fund's illiquid
securities are subject to the risk that the security's fair value price may
differ from the actual price which the Fund may ultimately realize upon its sale
or disposition. Difficulty in selling illiquid securities may result in a loss
or may be costly to the Fund. Under the supervision of the Trust's Board of
Trustees, the Adviser or a Sub-Adviser, as applicable, determines the liquidity
of a Fund's investments. In determining the liquidity of the Fund's investments,
the Adviser or a Sub-Adviser, as applicable, may consider various factors,
including (1) the frequency and volume of trades and quotations, (2) the number
of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, and (4) the nature of the security and the market
in which it trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other credit
enhancement features, any ratings, the number of holders, the method of
soliciting offers, the time required to dispose of the security, and the ability
to assign or offset the rights and obligations of the security). A Fund will not
invest more than 15% of its net assets in illiquid securities.
INVESTMENT COMPANIES--Securities of other investment companies, including
shares of closed-end investment companies, unit investment trusts, open-end
investment companies, and real estate investment trusts represent interests in
professionally managed portfolios that may invest in various types of
instruments. Investing in other investment companies involves substantially the
same risks as investing directly in the underlying instruments, but may involve
additional expenses at the investment company-level, such as portfolio
management fees and operating expenses. Certain types of investment
companies, such as closed-end investment companies, issue a fixed number of
shares that trade on a stock exchange or over-the-counter at a premium or a
discount to their net asset value. Others are continuously offered at net asset
value, but may also be traded in the secondary market. Federal securities laws
limit the extent to which a fund can invest in securities of other investment
companies. Generally, a Fund is prohibited from acquiring the securities of
another investment company if, as a result of such acquisition: (1) the Fund
owns more than 3% of the total voting stock of the other company; (2) securities
issued by any one investment company represent more than 5% of the Fund's total
assets; or (3) securities (other than treasury stock) issued by all investment
companies represent more than 10% of the total assets of the Fund. The Trusts
and the Adviser have obtained an order from the SEC that permits the Funds to
invest their uninvested cash and cash collateral from securities lending
activities in one or more affiliated investment companies, which complies with
Rule 2a-7 under the 1940 Act, in excess of the limits of Section 12 of the 1940
Act.
S-20
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.
Investments in closed-end investment companies may involve the payment of
substantial premiums above the net asset value of such issuers' fund securities,
and are subject to limitations under the 1940 Act. A Fund may incur additional
tax liability and be subject to special tax rules with respect to any
investments in the stock of a foreign issuer that constitutes a "passive foreign
investment company" under the Code.
EXCHANGE TRADED FUNDS. Exchange Traded Funds (ETFs) are investment
companies that are registered under the 1940 Act as open-end funds or unit
investment trusts ("UITs"). ETFs are actively traded on national securities
exchanges and are generally based on specific domestic and foreign market
indices. An "index-based ETF" seeks to track the performance of an index by
holding in its portfolio either the contents of the index or a representative
sample of the securities in the index. Because ETFs are based on an underlying
basket of stocks or an index, they are subject to the same market fluctuations
as these types of securities in volatile market swings.
MONEY MARKET SECURITIES--Money market securities include short-term U.S.
Government securities; custodial receipts evidencing separately traded interest
and principal components of securities issued by the U.S. Treasury; commercial
paper rated in the highest short-term rating category by an NRSRO, such as S&P
or Moody's, or determined by the Adviser or a Sub-Adviser, as applicable, to be
of comparable quality at the time of purchase; short-term bank obligations
(certificates of deposit, time deposits and bankers' acceptances) of U.S.
commercial banks with assets of at least $1 billion as of the end of their most
recent fiscal year; and repurchase agreements involving such securities. Each of
these money market securities are described below. For a description of ratings,
see Appendix A to this SAI.
MORTGAGE-BACKED SECURITIES--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 floating mortgages.
Mortgage-backed securities are described in more detail below:
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 are the Government National Mortgage Association ("GNMA"), Fannie Mae
and the Federal Home Loan Mortgage Corporation ("FHLMC"). 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. GNMA, Fannie Mae
and FHLMC each guarantees timely distributions of interest to certificate
holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled
principal. In the past, FHLMC has only guaranteed the ultimate collection of
principal of the underlying mortgage loan; however, FHLMC now issues
mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment
of monthly principal reductions. Government and private guarantees do not extend
to the securities' value, which is likely to vary inversely with fluctuations in
interest rates.
Obligations of GNMA are backed by the full faith and credit of the U.S.
Government. Obligations of Fannie Mae and FHLMC are not backed by the full faith
and credit of the U.S. Government but are considered to be of high quality since
they are considered to be instrumentalities of the U.S. Government. The market
value and interest yield of these mortgage-backed securities can vary due to
market interest rate fluctuations and early prepayments of underlying mortgages.
These securities represent ownership in a pool of federally insured mortgage
loans with a maximum maturity of 30 years. However, due to scheduled and
unscheduled principal payments on the underlying loans, these securities have a
shorter average maturity and, therefore, less principal volatility than a
comparable 30-year bond. Since prepayment rates vary widely, it is not possible
S-21
to accurately predict the average maturity of a particular mortgage-backed
security. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. Government
mortgage-backed securities differ from conventional bonds in that principal is
paid back to the certificate holders over the life of the loan rather than at
maturity. As a result, there will be monthly scheduled payments of principal and
interest. In addition, there may be unscheduled principal payments representing
prepayments on the underlying mortgages. Although these securities may offer
yields higher than those available from other types of U.S. Government
securities, mortgage-backed securities may be less effective than other types of
securities as a means of "locking in" attractive long-term rates because of the
prepayment feature. For instance, when interest rates decline, the value of
these securities likely will not rise as much as comparable debt securities due
to the prepayment feature. In addition, these prepayments can cause the price of
a mortgage-backed security originally purchased at a premium to decline in price
to its par value, which may result in a loss.
PRIVATE PASS-THROUGH SECURITIES. Private pass-through securities 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 generally lack a guarantee by an
entity having the credit status of a governmental agency or instrumentality. The
two principal types of private mortgage-backed securities are collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs").
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.
CMOs. CMOs are securities collateralized by mortgages, mortgage
pass-throughs, mortgage pay-through bonds (bonds representing an interest in a
pool of mortgages where the cash flow generated from the mortgage collateral
pool is dedicated to bond repayment), and mortgage-backed bonds (general
obligations of the issuers payable out of the issuers' general funds and
additionally secured by a first lien on a pool of single family detached
properties). CMOs are rated in one of the two highest categories by S&P or
Moody's. Many CMOs are issued with a number of classes or series which have
different expected maturities. Investors purchasing such CMOs are credited with
their portion of the scheduled payments of interest and principal on the
underlying mortgages plus all unscheduled prepayments of principal based on a
predetermined priority schedule. Accordingly, the CMOs in the longer maturity
series are less likely than other mortgage pass-throughs to be prepaid prior to
their stated maturity. Although some of the mortgages underlying CMOs may be
supported by various types of insurance, and some CMOs may be backed by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by U.S.
Government agencies or instrumentalities, the CMOs themselves are not generally
guaranteed.
REMICs. REMICs are private entities formed for the purpose of holding a
fixed pool of mortgages secured by interests in real property. Guaranteed REMIC
pass-through certificates ("REMIC Certificates") issued by Fannie Mae 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. GNMA REMIC Certificates are backed by the full faith and credit of
the U.S. Government.
ADJUSTABLE RATE MORTGAGE SECURITIES ("ARMS"). ARMS are a form of
pass-through security representing interests in pools of mortgage loans whose
interest rates are adjusted from time to time. The adjustments usually are
determined in accordance with a predetermined interest rate index and may be
subject to certain limits. While the value of ARMS, like other debt
securities, generally varies inversely with changes in market interest rates
(increasing in value during periods of declining interest rates and decreasing
in value
S-22
during periods of increasing interest rates), the value of ARMS should generally
be more resistant to price swings than other debt securities because the
interest rates of ARMS move with market interest rates. The adjustable rate
feature of ARMS will not, however, eliminate fluctuations in the prices of
ARMS, particularly during periods of extreme fluctuations in interest rates.
Also, since many adjustable rate mortgages only reset on an annual basis, it can
be expected that the prices of ARMS will fluctuate to the extent that changes in
prevailing interests rates are not immediately reflected in the interest rates
payable on the underlying adjustable rate mortgages.
STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
are securities that are created when a U.S. Government agency or a financial
institution separates the interest and principal components of a mortgage-backed
security and sells them as individual securities. The holder of the
"principal-only" security ("PO") receives the principal payments made by the
underlying mortgage-backed security, while the holder of the "interest-only"
security ("IO") receives interest payments from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly affected
by changes in interest rates. As interest rates fall, prepayment rates tend to
increase, which tends to reduce prices of IOs and increase prices of POs. Rising
interest rates can have the opposite effect.
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.
ESTIMATED AVERAGE LIFE. Due to the possibility of prepayments of the
underlying mortgage instruments, mortgage-backed securities generally do not
have a known maturity. In the absence of a known maturity, market participants
generally refer to an estimated average life. An average life estimate is a
function of an assumption regarding anticipated prepayment patterns, based upon
current interest rates, current conditions in the relevant housing markets and
other factors. The assumption is necessarily subjective, and thus different
market participants can produce different average life estimates with regard to
the same security. There can be no assurance that estimated average life will be
a security's actual average life.
MORTGAGE DOLLAR ROLLS--Mortgage "dollar rolls" or "covered rolls," are
transactions in which a Fund sells securities (usually mortgage-backed
securities) and simultaneously contracts to repurchase typically in 30 or 60
days, substantially similar, but not identical, securities on a specified future
date. During the roll period, a Fund forgoes principal and interest paid on such
securities. A Fund is compensated by the difference between the current sales
price and the forward price for the future purchase (often referred to as the
"drop") as well as by the interest earned on the cash proceeds of the initial
sale. At the end of the roll commitment period, a Fund may or may not take
delivery of the securities it has contracted to purchase. Mortgage dollar rolls
may be renewed prior to cash settlement and initially may involve only a firm
commitment agreement by the Fund to buy a security. A "covered roll" is a
specific type of mortgage dollar roll for which there is an offsetting cash
position or cash equivalent securities position that matures on or before the
forward settlement date of the mortgage dollar roll transaction. As used herein
the term "mortgage dollar roll" refers to mortgage dollar rolls that are not
"covered rolls." If the broker-dealer to whom a Fund sells the security becomes
insolvent, the Fund's right to repurchase the security may be restricted. Other
risks involved in entering into mortgage dollar rolls include the risk that the
value of the security may change adversely over the term of the mortgage dollar
roll and that the security a Fund is required to repurchase may be worth less
than the security that the Fund originally held.
To avoid senior security concerns, a Fund will cover any mortgage dollar
roll as required by the 1940 Act.
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OBLIGATIONS OF DOMESTIC BANKS, FOREIGN BANKS AND FOREIGN BRANCHES OF U.S.
BANKS--The Funds may invest in obligations issued by banks and other savings
institutions. Investments in bank obligations include obligations of domestic
branches of foreign banks and foreign branches of domestic banks. Such
investments in domestic branches of foreign banks and foreign branches of
domestic banks may involve risks that are different from investments in
securities of domestic branches of U.S. banks. These risks may include future
unfavorable political and economic developments, possible withholding taxes on
interest income, seizure or nationalization of foreign deposits, currency
controls, interest limitations, or other governmental restrictions which might
affect the payment of principal or interest on the securities held by a Fund.
Additionally, these institutions may be subject to less stringent reserve
requirements and to different accounting, auditing, reporting and recordkeeping
requirements than those applicable to domestic branches of U.S. banks. Bank
obligations include the following:
BANKERS' ACCEPTANCES. Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Corporations use
bankers' acceptances to finance the shipment and storage of goods and to furnish
dollar exchange. Maturities are generally six months or less.
CERTIFICATES OF DEPOSIT. Certificates of deposit are interest-bearing
instruments with a specific maturity. They 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 with
penalties for early withdrawal will be considered illiquid.
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 securities.
OBLIGATIONS OF SUPRANATIONAL AGENCIES--Supranational entities are entities
established through the joint participation of several governments, and include
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 "stockholders," 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. Obligations of Supranational entities may be purchased by
the Core Fixed Income, International Fixed Income, Emerging Markets Equity and
International Equity Funds. Currently, each Fund intends to invest only in
obligations issued or guaranteed by the Asian Development Bank, Inter-American
Development Bank, European Coal and Steel Community, European Economic
Community, European Investment Bank and the Nordic Investment Bank.
OPTIONS--A Fund may purchase and write put and call options on indices 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.
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.
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
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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.
All options written on indices or securities must be covered. When a Fund
writes an option on a security, on an index or a foreign currency, 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.
Each Fund may trade put and call options on securities, securities indices
and currencies, as the Adviser or a Sub-Adviser, as applicable, determines is
appropriate in seeking the Fund's investment objective, and except as restricted
by the Fund's investment limitations. See "Investment Limitations."
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. If a Fund is unable to effect a closing
purchase transaction with respect to an option it has written, it will not be
able to sell the underlying security until the option expires or the Fund
delivers the security upon exercise.
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 for such
options. 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 (I.E, sell) covered call options on securities as a means
of increasing the yield on its assets and as a means of providing limited
protection against decreases in its market value. When a Fund writes an option,
if the underlying securities do not increase or decrease, as applicable, 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, the Fund
will be required to purchase the underlying securities at a price in excess of
the market value of such securities.
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 SEC's position that OTC options are generally illiquid.
The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.
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
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will receive a premium when it writes covered call options, it may not
participate fully in a rise in the market value of the underlying security.
PRIVATIZATIONS--Privatizations are foreign government programs for selling
all or part of the interests in government owned or controlled enterprises. The
ability of a U.S. entity to participate in privatizations in certain foreign
countries may be limited by local law, or the terms on which the 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.
PUT TRANSACTIONS--All of the Funds may purchase securities at a price which
would result in a yield to maturity lower than generally offered by the
seller at the time of purchase when a Fund can simultaneously acquire the
right to sell the securities back to the seller, the issuer or a third party
(the "writer") at an agreed-upon price at any time during a stated period or
on a certain date. Such a right is generally denoted as a "standby
commitment" or a "put." The purpose of engaging in transactions involving puts
is to maintain flexibility and liquidity to permit a Fund to meet redemptions
and remain as fully invested as possible in municipal securities. A Fund
reserves the right to engage in put transactions. The right to put the
securities depends on the writer's ability to pay for the securities at the
time the put is exercised. A Fund would limit its put transactions to
institutions which the Fund's Sub-Advisers believe present minimum credit
risks, and the Fund's Sub-Advisers would use their best efforts to initially
determine and continue to monitor the financial strength of the sellers of
the options by evaluating their financial statements and such other
information as is available in the marketplace. It may, however, be difficult
to monitor the financial strength of the writers because adequate current
financial information may not be available. In the event that any writer is
unable to honor a put for financial reasons, a Fund would be a general
creditor (I.E., on a parity with all other unsecured creditors) of the
writer. Furthermore, particular provisions of the contract between a Fund and
the writer may excuse the writer from repurchasing the securities; for
example, a change in the published rating of the underlying municipal
securities or any similar event that has an adverse effect on the issuer's
credit or a provision in the contract that the put will not be exercised
except in certain special cases, for example, to maintain fund liquidity. A
Fund could, however, at any time sell the underlying portfolio security in
the open market or wait until the portfolio security matures, at which time
it should realize the full par value of the security.
The securities purchased subject to a put may be sold to third persons at
any time, even though the put is outstanding, but the put itself, unless it
is an integral part of the security as originally issued, may not be
marketable or otherwise assignable. Therefore, the put would have value only
to that particular Fund. Sale of the securities to third parties or lapse of
time with the put unexercised may terminate the right to put the securities.
Prior to the expiration of any put option, a Fund could seek to negotiate
terms for the extension of such an option. If such a renewal cannot be
negotiated on terms satisfactory to the Fund, the Fund could, of course, sell
the portfolio security. The maturity of the underlying security will
generally be different from that of the put. There will be no limit to the
percentage of fund securities that a Fund may purchase subject to a put but
the amount paid directly or indirectly for puts which are not integral parts
of the security as originally issued will not exceed 1/2 of 1% of the value
of the total assets of such Fund calculated immediately after any such put is
acquired. For the purpose of determining the "maturity" of securities
purchased subject to an option to put, and for the purpose of determining the
dollar-weighted average maturity of a Fund including such securities, the
Fund will consider "maturity" to be the first date on which it has the right
to demand payment from the writer of the put although the final maturity of
the security is later than such date.
RECEIPTS--Receipts are interests in separately traded interest and
principal component parts of U.S. Government obligations that are issued by
banks or brokerage firms and are created by depositing U.S. Government
obligations into a special account at a custodian bank. The custodian holds the
interest and principal payments for the benefit of the registered owners of the
certificates or receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment Growth
Receipts" ("TIGRs"), and
S-26
"Certificates of Accrual on Treasury Securities" ("CATS"). TIGRs and CATS are
interests in private proprietary accounts while TRs and STRIPS (See "U.S.
Treasury Obligations") are interests in accounts sponsored by the U.S. Treasury.
Receipts are sold as zero coupon securities 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. For tax purposes, original
issue discount that accretes in a taxable year is treated as earned by a Fund
and therefore is subject to the distribution requirements applicable to the
regulated investment companies under Subchapter M of the Code. Because of these
features, such securities may be subject to greater interest rate volatility
than interest paying fixed income securities.
REITs--REITs are trusts that invest primarily in commercial real estate or
real estate-related loans. A REIT is not taxed on income distributed to its
shareholders or unitholders if it complies with certain requirements under the
Code relating to its organization, ownership, assets and income, as well as with
a requirement that it distribute to its shareholders or unitholders at least 95%
of its taxable income for each taxable year. Generally, REITs can be classified
as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the
majority of their assets directly in real property and derive their income
primarily from rents and capital gains from appreciation realized through
property sales. Mortgage REITs invest the majority of their assets in real
estate mortgages and derive their income primarily from interest payments.
Hybrid REITs combine the characteristics of both Equity and Mortgage REITs. By
investing in REITs indirectly through the Fund, shareholders will bear not only
the proportionate share of the expenses of the Fund, but also, indirectly,
similar expenses of underlying REITs.
A Fund may be subject to certain risks associated with the direct
investments of the REITs. REITs may be affected by changes in the value of their
underlying properties and by defaults by borrowers or tenants. Mortgage REITs
may be affected by the quality of the credit extended. Furthermore, REITs are
dependent on specialized management skills. Some REITs may have limited
diversification and may be subject to risks inherent in financing a limited
number of properties. REITs depend generally on their ability to generate cash
flow to make distributions to shareholders or unitholders, and may be subject to
defaults by borrowers and to self-liquidations. In addition, a REIT may be
affected by its failure to qualify for tax-free pass-through of income under the
Code or its failure to maintain exemption from registration under the 1940 Act.
REPURCHASE AGREEMENTS--A repurchase agreement is an agreement in which one
party sells securities to another party in return for cash, with an agreement to
repurchase equivalent securities at an agreed price and on an agreed future
date. A Fund may enter into repurchase agreements with financial institutions.
The Funds each follow certain procedures designed to minimize the risks inherent
in such agreements. These procedures include effecting repurchase transactions
only with large, well-capitalized and well-established financial institutions
whose condition will be continually monitored by the Adviser or Sub-Adviser, as
applicable. The repurchase agreements entered into by a Fund will provide that
the underlying collateral at all times shall have a value at least equal to 102%
of the resale price stated in the agreement (the Adviser or Sub-Adviser, as
applicable, monitors 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. In the event of a default or bankruptcy
by a selling financial institution, a Fund will seek to liquidate such
collateral. However, the exercising of each Fund's right to liquidate such
collateral could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to repurchase were less
than the repurchase price, the Fund could suffer a loss. It is the current
policy of each of the Funds not to invest in repurchase agreements that do not
mature within seven days if any such investment, together with any other
illiquid assets held by that Fund, amounts to more than 15% of the Fund's total
assets. The investments of each of the Funds in repurchase agreements, at times,
may be substantial when, in the view of the Adviser or Sub-Adviser, as
applicable, liquidity or other considerations so warrant.
S-27
SECURITIES LENDING--Each Fund may lend portfolio securities to brokers,
dealers and other financial organizations that meet capital and other credit
requirements or other criteria established by the Fund's Board of Trustees.
These loans, if and when made, may not exceed 33 1/3% of the total asset
value of the Fund (including the loan collateral). No Fund will lend portfolio
securities to its Adviser, Sub-Advisers or their affiliates unless it has
applied for and received specific authority to do so from the SEC. Loans of
portfolio securities will be fully collateralized by cash, letters of credit or
U.S. Government securities, and the collateral will be maintained in an amount
equal to at least 100% of the current market value of the loaned securities by
marking to market daily, although the borrower will be required to deliver
collateral of 102% and 105% of the market value of borrowed securities for
domestic and foreign issuers, respectively. Any gain or loss in the market price
of the securities loaned that might occur during the term of the loan would be
for the account of the Fund.
The Fund may pay a part of the interest earned from the investment of
collateral, or other fee, to an unaffiliated third party for acting as the
Fund's securities lending agent.
By lending its securities, a Fund may increase its income by receiving
payments from the borrower that reflect the amount of any interest or any
dividends payable on the loaned securities as well as by either investing cash
collateral received from the borrower in short-term instruments or obtaining a
fee from the borrower when U.S. Government securities or letters of credit are
used as collateral. Each Fund will adhere to the following conditions whenever
its portfolio securities are loaned: (i) the Fund must receive at least 100%
cash collateral or equivalent securities of the type discussed in the preceding
paragraph from the borrower; (ii) the borrower must increase such collateral
whenever the market value of the securities rises above the level of such
collateral; (iii) the Fund must be able to terminate the loan on demand; (iv)
the Fund must receive reasonable interest on the loan, as well as any dividends,
interest or other distributions on the loaned securities and any increase in
market value; (v) the Fund may pay only reasonable fees in connection with the
loan (which fees may include fees payable to the lending agent, the borrower,
the Fund's administrator and the custodian); and (vi) voting rights on the
loaned securities may pass to the borrower, provided, however, that if a
material event adversely affecting the investment occurs, the Fund must
terminate the loan and regain the right to vote the securities. The Board has
adopted procedures reasonably designed to ensure that the foregoing criteria
will be met. Loan agreements involve certain risks in the event of default or
insolvency of the borrower, including possible delays or restrictions upon the
Fund's ability to recover the loaned securities or dispose of the collateral for
the loan, which could give rise to loss because of adverse market action,
expenses and/or delays in connection with the disposition of the underlying
securities.
SHORT SALES--Short sales may be used by a Fund as part of its overall
portfolio management strategies or to offset (hedge) a potential decline in the
value of a security. A Fund may engage in short sales that are either "against
the box" or "uncovered." A short sale is "against the box" if, at all times
during which the short position is open, the Fund owns at least an equal amount
of the securities or securities convertible into, or exchangeable without
further consideration for, securities of the same issue as the securities that
are sold short. A short sale against the box is a taxable transaction to the
Fund with respect to the securities that are sold short. Uncovered short sales
are transactions under which the Fund sells a security it does not own. To
complete such a transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund then is obligated to replace the security borrowed by
purchasing the security at the market price at the time of the replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund. Until the security is replaced, the Fund is required to pay
the lender amounts equal to any dividends or interest that accrue during the
period of the loan. To borrow the security, the Fund also may be required to pay
a premium, which would increase the cost of the security sold. The proceeds of
the short sale may be retained by the broker, to the extent necessary to meet
margin requirements, until the short position is closed out.
Until the Fund closes its short position or replaces the borrowed security,
the Fund will: (a) maintain a segregated account containing cash or liquid
securities at such a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the current value of
the security
S-28
sold short; and (ii) the amount deposited in the segregated account plus the
amount deposited with the broker as collateral will not be less than the market
value of the security at the time the security was sold short, or (b) otherwise
cover the Fund's short position as required by the 1940 Act.
SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS--Swaps are privately negotiated
over-the-counter derivative products in which two parties agree to exchange
payment streams calculated in relation to a rate, index, instrument or certain
securities (referred to as the "underlying") and a predetermined amount
(referred to as the "notional amount"). The underlying for a swap may be an
interest rate (fixed or floating), a currency exchange rate, a commodity price
index, a security, group of securities or a securities index, a combination of
any of these, or various other rates, assets or indices. Swap agreements
generally do not involve the delivery of the underlying or principal, and a
party's obligations generally are equal to only the net amount to be paid or
received under the agreement based on the relative values of the positions held
by each party to the swap agreement.
A great deal of flexibility is possible in the way swaps may be structured.
For example, in a simple fixed-to-floating interest rate swap, one party makes
payments equivalent to a fixed interest rate, and the other party makes payments
calculated with reference to a specified floating interest rate, such as LIBOR
or the prime rate. In a currency swap, the parties generally enter into an
agreement to pay interest streams in one currency based on a specified rate in
exchange for receiving interest streams denominated in another currency.
Currency swaps may involve initial and final exchanges of the currency that
correspond to the agreed upon notional amount.
A Fund may engage in simple or more complex swap transactions involving a
wide variety of underlyings for various reasons. For example, a Fund may enter
into a swap to gain exposure to investments (such as an index of securities in a
market) or currencies without actually purchasing those stocks or currencies; to
make an investment without owning or taking physical custody of securities or
currencies in circumstances in which direct investment is restricted for legal
reasons or is otherwise impracticable; to hedge an existing position; to obtain
a particular desired return at a lower cost to the Fund than if it had invested
directly in an instrument that yielded the desired return; or for various other
reasons.
Caps, floors, collars and swaptions are privately-negotiated option-based
derivative products. Like a put or call option, the buyer of a cap or floor pays
a premium to the writer. In exchange for that premium, the buyer receives the
right to a payment equal to the differential if the specified index or rate
rises above (in the case of a cap) or falls below (in the case of a floor) a
pre-determined strike level. Like swaps, obligations under caps and floors are
calculated based upon an agreed notional amount, and, like most swaps (other
than foreign currency swaps), the entire notional amount is not exchanged. A
collar is a combination product in which one party buys a cap from and sells a
floor to another party. Swaptions give the holder the right to enter into a
swap. A Fund may use one or more of these derivative products in addition to or
in lieu of a swap involving a similar rate or index.
Under current market practice, swaps, caps, collars and floors between the
same two parties are generally documented under a "master agreement." In some
cases, options and forwards between the parties may also be governed by the same
master agreement. In the event of a default, amounts owed under all transactions
entered into under, or covered by, the same master agreement would be netted,
and only a single payment would be made.
The swap market has grown substantially in recent years with a large number
of banks and investment banking firms acting both as principals and as agents
using standardized swap agreements. As a result, the use of swaps has become
more prevalent in comparison with the markets for other similar instruments that
are also traded in over-the-counter markets.
Swaps and other derivatives involve risks. One significant risk in a swap,
cap, floor, collar or swaption is the volatility of the specific interest rate,
currency or other underlying that determines the amount of payments due to and
from a Fund. This is true whether these derivative products are used to create
additional risk exposure for a Fund or to hedge, or manage, existing risk
exposure. If under a swap, cap, floor, collar or
S-29
swaption agreement a Fund is obligated to make a payment to the counterparty,
the Fund must be prepared to make the payment when due. A Fund could suffer
losses with respect to such an agreement if the Fund is unable to terminate the
agreement or reduce its exposure through offsetting transactions. Further, the
risks of caps, floors and collars, like put and call options, may be unlimited
for the seller if the cap or floor is not hedged or covered, but is limited for
the buyer.
Because under swap, cap, floor, collar and swaption agreements a
counterparty may be obligated to make payments to a Fund, these derivative
products are subject to risks related to the counterparty's creditworthiness. If
a counterparty defaults, a Fund's risk of loss will consist of any payments that
the Fund is entitled to receive from the counterparty under the agreement (this
may not be true for currency swaps that require the delivery of the entire
notional amount of one designated currency in exchange for the other). Upon
default by a counterparty, however, a Fund may have contractual remedies under
the swap agreement.
A Fund will enter into swaps only with counterparties that the Adviser or
Sub-Advisers believe to be creditworthy. In addition, a Fund will earmark or
segregate cash or liquid securities in an amount equal to any liability amount
owned under a swap, cap, floor, collar or swaption agreement, or will otherwise
cover its position as required by the 1940 Act.
U.S. GOVERNMENT SECURITIES--Examples of types of U.S. Government
obligations in which a Fund may invest include U.S. Treasury Obligations and the
obligations of U.S. Government agencies such as Federal Home Loan Banks, Federal
Farm Credit Banks, Federal Land Banks, the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Fannie Mae, Government National Mortgage Association,
General Services Administration, Student Loan Marketing Association, Central
Bank for Cooperatives, Freddie Mac, Federal Intermediate Credit Banks, Maritime
Administration, and other similar agencies. Whether backed by the full faith and
credit of the U.S. Treasury or not, U.S. Government securities are not
guaranteed against price movements due to fluctuating interest rates.
U.S. TREASURY OBLIGATIONS. U.S. Treasury obligations consist of bills,
notes and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
federal book-entry system known as Separately Traded Registered Interest and
Principal Securities ("STRIPS") and Treasury Receipts ("TRs").
U.S. GOVERNMENT ZERO COUPON SECURITIES. STRIPS and receipts 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 than are non-zero
coupon securities with similar maturity and credit qualities.
U.S. GOVERNMENT AGENCIES. Some obligations issued or guaranteed by agencies
of the U.S. Government are supported by the full faith and credit of the U.S.
Treasury, others are supported by the right of the issuer to borrow from the
Treasury, while still others are supported only by the credit of the
instrumentality. Guarantees of principal by agencies or instrumentalities of the
U.S. 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 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 a Fund's shares.
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
S-30
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 some other reset period. There is a risk that
the current interest rate on such obligations may not accurately reflect
existing market interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is no secondary market
for such security.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued and delayed
delivery basis transactions involve the purchase of an instrument with payment
and delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
A Fund will "cover" its position as required by the 1940 Act. The interest rate
realized on these securities is fixed as of the purchase date and no interest
accrues to the 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 for their portfolios, the
Fund may dispose of a when-issued security or forward commitment prior to
settlement if it deems it appropriate.
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 (the "Securities
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.
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, the Fund will have
fewer assets with which to purchase income producing securities. Pay-in-kind
securities pay interest in either cash or additional securities, at the issuer's
option, 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. Pay-in-kind securities are securities that have interest payable by
delivery of additional securities. Upon maturity, the holder is entitled to
receive the aggregate par value of the securities. Deferred payment securities
are securities that remain zero coupon securities until a predetermined date, at
which time the stated coupon rate becomes effective and interest becomes payable
at regular intervals.
To avoid any leveraging concerns, the Fund will place cash or liquid
securities in a segregated account in an amount sufficient to cover its
repurchase obligation. 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
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
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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 than are non-zero
coupon securities with similar maturity and credit qualities.
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 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. A Fund must accrete the discount or interest on high-yield bonds
structured as zero coupon securities as income even though it does not receive a
corresponding cash interest payment until the security's maturity or payment
date. For tax purposes, original issue discount that accretes in a taxable year
is treated as earned by a Fund and therefore is subject to the distribution
requirements applicable to the regulated investment companies under Subchapter M
of the Code. A Fund may have to dispose of its securities under disadvantageous
circumstances to generate cash, or may have to leverage itself by borrowing cash
to satisfy distribution requirements. A Fund accrues income with respect to the
securities prior to the receipt of cash payments.
INVESTMENT LIMITATIONS
FUNDAMENTAL POLICIES
The following investment limitations and the investment limitations in the
Prospectus are fundamental policies of the Large Cap, Large Cap Value, Large Cap
Growth, Small Cap, Core Fixed Income, High Yield Bond, International Fixed
Income, Emerging Markets Equity, and International Equity Funds and may not be
changed without shareholder approval.
A Fund may not:
1. With respect to 75% of its total assets, (i) purchase securities of any
issuer (except securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of such issuer; or (ii) acquire
more than 10% of the outstanding voting securities of any one issuer. This
restriction does not apply to the International Fixed Income 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 U.S. Government, its agencies or instrumentalities.
3. Issue any class of senior security or sell any senior security of which it
is the issuer, except that a Fund may borrow from any bank, provided that
immediately after any such borrowing there is asset coverage of at least
300% for all borrowings of the Fund, and further provided that, to the
extent that such borrowings exceed 5% of a Fund's total assets, all
borrowings shall be repaid before such Fund makes additional investments.
The term "senior security" shall not include any temporary borrowings that
do not exceed 5% of the value of such Fund's total assets at the time the
Fund makes such temporary borrowing. In addition, investment strategies
that either obligate a Fund to purchase securities or require a Fund to
segregate assets will not be considered borrowings or senior securities.
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
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purchase (i) marketable securities issued by companies which own or invest
in real estate (including real estate investment trusts), commodities, or
commodities contracts, and (ii) commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.
6. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
7. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
8. Invest less than 65% of its assets in the types of securities described in
its Prospectus.
The foregoing percentage limitations will apply at the time of the purchase
of a security. Additional fundamental and non-fundamental investment limitations
are set forth in this Statement of Additional Information.
For purposes of the industry concentration limitation specified in the
Prospectus, (i) utility companies will be divided according to their services,
for example, gas, gas transmission, electric and telephone will each be
considered a separate industry; (ii) financial service companies will be
classified according to end users of their services, for example, automobile
finance, bank finance and diversified finance will each be considered a separate
industry; (iii) supranational agencies will be deemed to be issuers conducting
their principal business activities in the same industry; and (iv) governmental
issuers within a particular country will be deemed to be conducting their
principal business activities in that same industry.
NON-FUNDAMENTAL POLICIES
The following investment limitations are non-fundamental policies of the
Large Cap, Large Cap Value, Large Cap Growth, Small Cap, Core Fixed Income, High
Yield Bond, International Fixed Income, Emerging Markets Equity, and
International Equity Funds and may be changed without shareholder approval.
A Fund may not:
1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Fund's fundamental limitation on borrowing.
2. Invest in companies for the purpose of exercising control.
3. Purchase securities on margin or effect short sales, except that 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. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.
5. Purchase or hold illiquid securities, if, in the aggregate, more than 15%
of its net assets would be invested in illiquid securities.
6. Purchase securities which are not readily marketable if, in the
aggregate, more than 15% of its total assets would be invested in such
securities.
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FUNDAMENTAL POLICIES
The following investment limitations are fundamental policies of the Large
Cap Index, Large Cap Growth Index, Large Cap Value Index, Large Cap Disciplined
Equity, Small/Mid Cap Equity, Long Duration Bond and Extended Duration Bond
Funds and may not be changed without shareholder approval.
A Fund may not:
1. With respect to 75% of its total assets, (i) purchase securities of any
issuer (except securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of such issuer; or (ii) acquire
more than 10% of the outstanding voting securities of any one issuer.
2. Purchase any securities which would cause more than 25% (25% or more for
the Large Cap Disciplined Equity, Small/Mid Cap Equity, Long Duration Bond
and Extended Duration Bond Funds) 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 U.S.
Government, its agencies or instrumentalities.
3. Issue any class of senior security (as defined in the 1940 Act) except as
permitted by rule, regulation or order of the SEC.
4. Make loans if, as a result, more than 33 1/3% of its total assets would
be lent to other parties, except that each Fund may (i) purchase or hold
debt instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) lend its securities.
5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts, and
(ii) commodities contracts relating to financial instruments, such as
financial futures contracts and options on such contracts.
6. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.
7. 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 that either obligate a Fund to purchase securities or require
the Fund to segregate assets are not considered to be borrowing. Asset
coverage of at least 300% is required for all borrowing, except where the
Fund has borrowed money for temporary purposes in an amount not exceeding
5% of its total assets.
The foregoing percentage limitations will apply at the time of the purchase
of a security. Additional fundamental and non-fundamental investment limitations
are set forth in this Statement of Additional Information.
For purposes of the industry concentration limitation specified in the
Statement of Additional Information, (i) utility companies will be divided
according to their services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial service
companies will be classified according to end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; (iii) supranational agencies will be deemed to
be issuers conducting their principal business activities in the same industry;
and (iv)governmental issuers within a particular country will be deemed to be
conducting their principal business activities in that same industry.
S-34
NON-FUNDAMENTAL POLICIES
The following investment limitations are non-fundamental policies of the
Large Cap Index, Large Cap Growth Index, Large Cap Value Index, Large Cap
Disciplined Equity, Small/Mid Cap Equity, Long Duration Bond and Extended
Duration Bond Funds and may be changed without shareholder approval.
A Fund may not:
1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Fund's fundamental limitation on borrowing.
2. Invest in companies for the purpose of exercising control.
3. Purchase securities on margin or effect short sales, except that 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. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.
5. Purchase or hold illiquid securities, if, in the aggregate, more than 15%
of its net assets would be invested in illiquid securities.
6. Purchase securities which are not readily marketable if, in the
aggregate, more than 15% of its total assets would be invested in such
securities. This policy does not apply to the Large Cap Disciplined Equity
and Small/Mid Cap Equity Funds.
THE ADMINISTRATOR AND TRANSFER AGENT
GENERAL. SEI Investments Fund Management (the "Administrator"), a Delaware
business trust, has its principal business offices at Oaks, Pennsylvania 19456.
SEI Investments Management Corporation, 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 other mutual
funds.
ADMINISTRATION AGREEMENT WITH THE TRUST. The Trust and the Administrator
have entered into an administration and transfer agency agreement (the
"Administration Agreement"). Under the Administration Agreement, the
Administrator provides the Trust with administrative and transfer agency
services, including regulatory reporting and all necessary office space,
equipment, personnel and facilities. 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 Administration Agreement shall remain effective for the initial term of
the Agreement and each renewal term thereof unless earlier terminated: (a) by a
vote of a majority of the Trustees of the Trust on not less than 60 days written
notice to the Administrator; or (b) by the Administrator on not less than 90
days written notice to the Trust.
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
Code. The term "expenses" is defined in such laws or regulations, and generally
excludes brokerage commissions, distribution expenses, taxes, interest and
extraordinary expenses.
S-35
For the fiscal years ended May 31, 2001, 2002, and 2003, the following
table shows (i) the dollar amount of fees paid to the Administrator by each
Fund; and (ii) the dollar amount of the Administrator's voluntary fee waivers.
[Enlarge/Download Table]
FEES WAIVED
FEES PAID (000) REIMBURSED (000)
------------------------------ ------------------------------
FUND 2001 2002 2003 2001 2002 2003
---- -------- -------- -------- -------- -------- --------
Large Cap Fund $ 0 $ 0 $ 0 $ 1,669 $ 1,559 $ 1,380
Large Cap Value Fund $ 0 $ 0 $ 0 $ 137 $ 178 $ 184
Large Cap Growth Fund $ 0 $ 0 $ 0 $ 116 $ 128 $ 169
Small Cap Fund $ 0 $ 0 $ 0 $ 418 $ 562 $ 490
International Equity Fund $ 0 $ 0 $ 0 $ 594 $ 587 $ 547
Emerging Markets Equity Fund * * * * * *
Core Fixed Income Fund $ 0 $ 0 $ 0 $ 1,098 $ 1,101 $ 1,158
High Yield Bond Fund * * * * * *
International Fixed Income Fund * * * * * *
Large Cap Index Fund * $ 0** $ 0 * $ 3** $ 32
Large Cap Value Index Fund * * * * * *
Large Cap Growth Index Fund * * * * * *
Large Cap Disciplined Equity Fund * * * * * *
Small/Mid Cap Equity Fund * * * * * *
Long Duration Bond Fund * * * * * *
Extended Duration Bond Fund * * * * * *
----------
* Not in operation during such period.
** Commenced operations on April 1, 2002.
THE ADVISER AND THE SUB-ADVISERS
GENERAL. SEI Investments Management Corporation ("SIMC" or the "Adviser")
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. SIMC and its affiliates currently serve as
adviser to more than 8 investment companies, including more than xx portfolios,
with more than $xx.x billion in assets under management as of December 31, 2003.
MANAGER OF MANAGERS STRUCTURE. SIMC is the investment adviser for each of
the Funds, and operates as a "manager of managers." SIMC and the Trust have
obtained an exemptive order from the SEC that permits SIMC, with the approval of
the Trust's Board of Trustees, to retain unaffiliated investment sub-advisers
for a Fund without submitting the sub-advisory agreement to a vote of the Fund's
shareholders. Among other things, 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-advisers for a Fund.
Subject to Board review, SIMC allocates and, when appropriate, reallocates
the Funds' assets among sub-advisers (the "Sub-Advisers"), monitors and
evaluates Sub-Adviser performance, and oversees Sub-Adviser compliance with the
Funds' investment objectives, policies and restrictions. SIMC HAS ULTIMATE
RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE FUNDS DUE TO ITS
RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION
AND REPLACEMENT.
ADVISORY AND SUB-ADVISORY AGREEMENTS. The Trust and SIMC have entered into
an investment advisory agreement (the "Advisory Agreement"). Pursuant to the
Advisory Agreement, SIMC oversees the investment advisory services provided to
the Funds and may manage the cash portion of the Funds' assets.
S-36
Pursuant to separate sub-advisory agreements (the "Sub-Advisory Agreements" and,
together with the Advisory Agreement, the "Investment 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 Funds. The Sub-Advisers also are
responsible for managing their employees who provide services to the Funds.
Sub-Advisers are selected for the Funds 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.
The Advisory Agreement and certain of the Sub-Advisory Agreements provide
that SIMC (or any Sub-Adviser) shall not be protected against any liability to
the Trust or its shareholders by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder. In addition, certain of the
Sub-Advisory Agreements provide that the Sub-Adviser shall not be protected
against any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith or negligence on its part in the performance of its
duties, or from reckless disregard of its obligations or duties thereunder.
The continuance of each Investment 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 Agreement or "interested persons" of
any party thereto, cast in person at a meeting called for the purpose of voting
on such approval. Each 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-Advisers, or by the Adviser or Sub-Advisers on 90
days' written notice to the Trust.
ADVISORY FEES. For its advisory services, SIMC is entitled to a fee, which
is calculated daily and paid monthly, at the following annual rates (shown as a
percentage of the average daily net assets of each Fund):
[Download Table]
Large Cap Fund 0.40%
Large Cap Value Fund 0.35%
Large Cap Growth Fund 0.40%
Small Cap Fund 0.65%
International Equity Fund 0.51%
Emerging Markets Equity Fund 1.05%
Core Fixed Income Fund 0.30%
High Yield Bond Fund 0.49%
International Fixed Income Fund 0.45%
Large Cap Index Fund 0.17%
Large Cap Value Index Fund 0.17%
Large Cap Growth Index Fund 0.17%
Large Cap Disciplined Equity Fund 0.40%
Small/Mid Cap Equity Fund 0.65%
Long Duration Bond Fund 0.30%
Extended Duration Bond Fund 0.30%
----------
SIMC pays the Sub-Advisers a fee out of its advisory fee which is based on
a percentage of the average monthly market value of the assets managed by each
Sub-Adviser.
S-37
For the fiscal years ended May 31, 2001, 2002 and 2003, the following table
shows (i) the dollar amount of fees paid to SIMC by each Fund; and (ii) the
dollar amount of SIMC's voluntary fee waivers.
[Enlarge/Download Table]
FEES PAID (000) FEE WAIVERS (000)
--------------------------------------- ---------------------------------------
FUND 2001 2002 2003 2001 2002 2003
---- ----------- ----------- ----------- ----------- ----------- -----------
Large Cap Fund $ 7,812 $ 7,706 $ 6,592 $ 5,542 $ 4,765 $ 4,448
Large Cap Value Fund $ 621 $ 845 $ 942 $ 355 $ 402 $ 347
Large Cap Growth Fund $ 528 $ 666 $ 866 $ 402 $ 361 $ 488
Small Cap Fund $ 4,224 $ 5,966 $ 5,136 $ 1,216 $ 1,337 $ 1,234
International Equity Fund $ 4,402 $ 4,497 $ 3,922 $ 1,658 $ 1,487 $ 1,603
Emerging Markets Equity Fund * * * * * *
Core Fixed Income Fund $ 3,629 $ 3,669 $ 3,606 $ 2,986 $ 2,936 $ 3,343
High Yield Bond Fund * * * * * *
International Fixed Income Fund * * * * * *
Large Cap Index Fund * $ 2** $ 110 * $ 9** $ 0
Large Cap Value Index Fund * * * * * *
Large Cap Growth Index Fund * * * * * *
Large Cap Disciplined Equity Fund * * * * * *
Small/Mid Cap Equity Fund * * * * * *
Long Duration Bond Fund * * * * * *
Extended Duration Bond Fund * * * * * *
----------
* Not in operation during such period.
** Commenced operations on April 1, 2002.
THE SUB-ADVISERS.
[Sub-adviser information for the Long Duration Bond and Extended Duration
Bond Funds to be provided]
ALLIANCE CAPITAL MANAGEMENT L.P.--Alliance Capital Management L.P.
("Alliance Capital") serves as a Sub-Adviser to a portion of the assets of the
Emerging Markets Equity and International Equity Funds. Alliance Capital is a
Delaware limited partnership of which Alliance Capital Management Corporation
("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA
Financial") is a general partner. As of June 30, 2003, Alliance Capital
Management Holding L.P. ("Alliance Holding") owned approximately 30.8% of the
outstanding units of limited partnership interest in Alliance Capital ("Alliance
Capital Units"). Equity interests of Alliance Holding are traded on the NYSE in
the form of units ("Alliance Holding Units"). As of March 31, 2003, AXA
Financial was the beneficial owner of approximately 1.9% of the outstanding
Alliance Holding Units and approximately 55.2% of the outstanding Alliance
Capital Units, which, including the general partnership interests in Alliance
Capital and Alliance Holding, represents an economic interest of approximately
55.7% in Alliance Capital.
ANALYTIC INVESTORS, INC.--Analytic Investors, Inc. ("Analytic") serves as a
Sub-Adviser to a portion of the assets of the Large Cap Disciplined Equity Fund.
Analytic, a wholly-owned subsidiary of Old Mutual Assets Managers (US) LLC, was
founded in 1970.
ARONSON+JOHNSON+ORTIZ, LP--Aronson+Johnson+Ortiz, LP ("AJO") serves as a
Sub-Adviser to a portion of the assets of the Large Cap and Large Cap Value
Funds. AJO is wholly-owned by its seven limited partners. Theodore R. Aronson,
Managing Principal, is majority equity owner of AJO.
ARTISAN PARTNERS LIMITED PARTNERSHIP--Artisan Partners Limited Partnership
("Artisan") serves as a Sub-Adviser to a portion of the assets of the Small/Mid
Cap Equity and Small Cap Funds. Artisan, a privately owned multidiscipline
investment firm, was founded in 1994.
S-38
BARCLAYS GLOBAL FUND ADVISORS--Barclays Global Fund Advisors ("BGFA")
serves as the Sub-Adviser to the assets of the Large Cap Index, Large Cap Value
Index, Large Cap Growth Index Funds and a portion of the assets of the Large Cap
Disciplined Equity Fund. BGFA is a majority-owned indirect subsidiary of
Barclays Bank PLC, which is wholly-owned by Barclays PLC, a publicly listed
holding company based in London, England.
BLACKROCK ADVISORS, INC.--BlackRock Advisors, Inc. ("BlackRock") serves as
a Sub-Adviser to a portion of the assets of the Small/Mid Cap Equity, Small Cap
and Core Fixed Income Funds. BlackRock is a wholly-owned subsidiary of
BlackRock, Inc. and an indirect, majority-owned subsidiary of PNC Financial
Services Group, Inc. BlackRock is a Delaware corporation.
THE BOSTON COMPANY ASSET MANAGEMENT, LLC--The Boston Company Asset
Management, LLC ("The Boston Company") serves as a Sub-Adviser to a portion of
the assets of the Emerging Markets Equity Fund. The Boston Company is a
wholly-owned subsidiary of Mellon Financial Corporation.
CAPITAL GUARDIAN TRUST COMPANY--Capital Guardian Trust Company ("CGTC")
serves as a Sub-Adviser to a portion of the assets of the International Equity
Fund. CGTC is a wholly-owned subsidiary of The Capital Group and was founded in
1968.
CITIGROUP ASSET MANAGEMENT LIMITED--Citigroup Asset Management Limited
("Citigroup") serves as a Sub-Adviser to the Emerging Markets Equity Fund.
Citigroup was founded in 1998 and is a wholly-owned indirect subsidiary of
Citigroup Inc. Citigroup Inc. is a publicly traded company on the New York Stock
Exchange and is approximately 10% employee owned.
DAVID J. GREENE AND COMPANY, LLC--David J. Greene and Company, LLC ("D.J.
Greene") serves as a Sub-Adviser to a portion of the assets of the Small Cap
Fund. D.J. Greene is a New York limited liability company founded in 1938, and
changed from a partnership to an LLC in January 1998. Three family principals,
Michael Greene, Alan Greene, and James Greene, collectively own more than 25% of
the firm.
DELAWARE MANAGEMENT COMPANY--Delaware Management Company, a series of
Delaware Management Business Trust ("DMC") serves as a Sub-Adviser to a portion
of the assets of the Small/Mid Cap Equity and Small Cap Funds. Delaware
Investments, which is the marketing name for DMC, is a wholly-owned subsidiary
of Lincoln Financial Group, the marketing name for Lincoln National Corporation.
EMERGING MARKETS MANAGEMENT, L.L.C.--Emerging Markets Management, L.L.C.
("EMM") serves as a Sub-Adviser to a portion of the assets of the Emerging
Markets Equity Fund. EMM is owned by Emerging Markets Investors Corporation,
which in-turn is majority owned by Antoine van Agtmael and Michael Duffy.
ENHANCED INVESTMENT TECHNOLOGIES, LLC--Enhanced Investment Technologies,
LLC ("INTECH") serves as a Sub-Adviser to a portion of the assets of the Large
Cap Disciplined Equity Fund. Janus Capital Group, Inc. owns 77.5% of INTECH and
22.5% of INTECH is owned by its employees. INTECH was founded in 1987.
FISCHER FRANCIS TREES & WATTS, INC. AND ITS AFFILIATES--Fischer Francis
Trees & Watts, Inc. ("Fischer Francis"), a New York corporation and three of its
affiliates, Fischer Francis Trees & Watts, a corporate partnership organized
under the laws of the United Kingdom, Fischer Francis Trees & Watts (Singapore)
Pte Ltd, a Singapore corporation, and Fischer Francis Trees & Watts Kabushiki
Kaisha, a Japanese corporation (collectively referred to as "FFTW") serve as
Sub-Adviser to the International Fixed Income Fund. Fischer Francis is
wholly-owned by Charter Atlantic Corporation, which in turn is owned by 19
employees and one institutional shareholder, BNP Paribas. Fischer Francis owns
approximately 99% of Fischer Francis Trees & Watts. Fischer Francis Trees &
Watts (Singapore) Pte Ltd and Fischer Francis Trees & Watts Kabushiki Kaisha are
each wholly-owned by Fischer Francis.
FISHER INVESTMENTS, INC.--Fisher Investments, Inc. ("Fisher") serves as a
Sub-Adviser to a portion of the assets of the International Equity Fund. Fisher
is the successor firm to a sole-proprietorship
S-39
operating under the name Fisher Investments, which began managing discretionary
assets in 1978. Fisher is wholly-owned by its employees. Kenneth L. Fisher and
Sherrilyn Fisher each have more than 25% but less than 50% ownership of the
firm.
FRANKLIN PORTFOLIO ASSOCIATES, LLC--Franklin Portfolio Associates, LLC
("Franklin") serves as a Sub-Adviser to a portion of the assets of the Large Cap
and Large Cap Value Funds. Franklin is an indirect, wholly-owned subsidiary of
Mellon Financial Corporation.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.--Goldman Sachs Asset Management, L.P.
("GSAM LP") serves as a Sub-Adviser for a portion of the assets of the Large Cap
and Large Cap Growth Funds. GSAM LP is part of the Investment Management
Division and an affiliate of Goldman, Sachs & Co.
LEE MUNDER INVESTMENTS, LTD.--Lee Munder Investments, Ltd. ("LMIL") serves
as a Sub-Adviser for a portion of the assets of the Small/Mid Cap Equity and
Small Cap Funds. LMIL was founded in 2000 and it is owned by Lee Munder Capital
Group ("LMCG"). LMCG is 79% owned by employees and 21% owned by Castanea
Partners, Inc.
LSV ASSET MANAGEMENT--LSV Asset Management ("LSV") serves as a Sub-Adviser
to a portion of the assets of the Large Cap, Large Cap Value, Small/Mid Cap
Equity and Small Cap Funds. The general partners of LSV developed a quantitative
value investment philosophy that has been used to manage assets since 1993. LSV
is organized as a Delaware general partnership. An affiliate of SIMC owns a
minority interest in LSV.
MARTINGALE ASSET MANAGEMENT, L.P.--Martingale Asset Management, L.P.
("Martingale") serves as a Sub-Adviser for a portion of the assets of the
Small/Mid Cap Equity and Small Cap Funds. Martingale is a limited partnership.
Martingale Asset Management Corporation is the general partner of Martingale.
MAZAMA CAPITAL MANAGEMENT, INC.--Mazama Capital Management, Inc. ("Mazama")
serves as Sub-Adviser to a portion of the assets of the Small/Mid Cap Equity and
Small Cap Funds. Mazama is 93% employee-owned.
McKINLEY CAPITAL MANAGEMENT, INC.--McKinley Capital Management, Inc.
("McKinley Capital") serves as a Sub-Adviser to a portion of the assets of the
Small Cap, Large Cap, Large Cap Growth and International Equity Funds. McKinley
Capital was founded in 1990 and is wholly-owned by an employee.
METROPOLITAN WEST ASSET MANAGEMENT LLC.--Metropolitan West Asset Management
LLC ("MWAM") serves as a Sub-Adviser to a portion of the assets of the Core
Fixed Income Fund. MWAM is a California limited liability corporation founded in
1996 and is 64% majority owned by MWAM's active portfolio management team.
Metropolitan West Financial, LLC ("MWFIN"), a holding company, holds a minority
36% ownership interest in MWAM. MWFIN is 99% owned by MW Holdings, LLC, an
unregistered entity that has no clients or material business operations.
MONTAG & CALDWELL, INC.--Montag & Caldwell, Inc. ("Montag & Caldwell")
serves as a Sub-Adviser for a portion of the assets of the Large Cap Growth and
Large Cap Funds. Montag & Caldwell was founded in 1945 and is incorporated in
Georgia. ABN AMRO Asset Management Holdings, Inc. is the parent company of
Montag & Caldwell.
MORGAN STANLEY INVESTMENT MANAGEMENT INC.--Morgan Stanley Investment
Management Inc. ("MSIM Inc.") serves as a Sub-Adviser to a portion of the assets
of the International Equity Fund. Morgan Stanley is the direct parent of MSIM
Inc.
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT--Nicholas-Applegate Capital
Management ("Nicholas-Applegate") serves as a Sub-Adviser to a portion of the
assets of the High Yield Bond Fund. Nicholas-Applegate is an affiliate of
Allianz AG. Allianz AG owns Allianz of America, Inc., which in turn, through its
wholly-owned subsidiary Allianz Dresner Asset Management, owns
Nicholas-Applegate.
S-40
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.--Nomura Corporate
Research and Asset Management Inc. ("Nomura") serves as a Sub-Adviser to a
portion of the assets of the High Yield Bond Fund. Nomura is a subsidiary of
Nomura Holdings America, Inc.
PEREGRINE CAPITAL MANAGEMENT INC.--Peregrine Capital Management Inc.
("Peregrine") serves as a Sub-Adviser to a portion of the assets of the Large
Cap and Large Cap Growth Funds. Peregrine is a wholly-owned subsidiary of Wells
Fargo & Co.
PRUDENTIAL INVESTMENT MANAGEMENT, INC.--Prudential Investment Management,
Inc. ("PIM") serves as a Sub-Adviser to a portion of the assets of the Large Cap
Disciplined Equity Fund. PIM is a wholly-owned subsidiary of Prudential Asset
Management Holding Company, Inc., which in turn is wholly owned by Prudential
Financial, Inc. PIM was founded in 1875.
RS INVESTMENT MANAGEMENT, L.P.--RS Investment Management, L.P. ("RSIM")
serves as a Sub-Adviser to a portion of the assets of the Small Cap Fund. RSIM
is an employee-owned organization.
SANFORD C. BERNSTEIN & CO., LLC--Sanford C. Bernstein & Co., LLC
("Bernstein") serves as a Sub-Adviser to a portion of the assets of the Large
Cap and Large Cap Value Funds. Bernstein is a wholly-owned indirect subsidiary
of Alliance Capital Management L.P. ("Alliance Capital"). Bernstein's investment
professionals continue the former investment management business of Sanford C.
Bernstein & Co., Inc., an investment adviser acquired by Alliance Capital in
October 2000 that was founded in 1967 and managed value oriented investment
portfolios for institutions and individuals.
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED--Security Capital
Research & Management Incorporated ("Security Capital") serves as a Sub-Adviser
to a portion of the assets of the Small/Mid Cap Equity and Small Cap Funds.
Security Captial is 100% owned by GECIA Holdings, Inc., which in turn is
indirectly 100% owned by General Electric Company.
SHENKMAN CAPITAL MANAGEMENT, INC.--Shenkman Capital Management, Inc.
("Shenkman") serves as a Sub-Adviser to a portion of the assets of the High
Yield Bond Fund. Shenkman was founded in 1985 and is independently owned by four
shareholders.
TRANSAMERICA INVESTMENT MANAGEMENT, LLC--Transamerica Investment
Management, LLC ("TIM") serves as a Sub-Adviser to a portion of the assets of
the Large Cap and Large Cap Growth Funds. TIM was founded in 1999, and is
wholly-owned by Transamerica Investment Services, Inc., a subsidiary of AEGON,
N.V.
WELLINGTON MANAGEMENT COMPANY, LLP--Wellington Management Company, LLP
("Wellington Management") serves as a Sub-Adviser to a portion of the assets of
the Small/Mid Cap Equity and Small Cap Funds. Wellington Management and its
predecessor organizations have provided investment advisory services to
investment companies since 1928 and to investment counseling clients since 1960.
Wellington Management is a Massachusetts limited liability partnership whose
managing partners are Laurie A. Gabriel, Duncan M. McFarland and John R. Ryan.
WELLS CAPITAL MANAGEMENT, INC.--Wells Capital Management, Inc. ("Wells
Capital") serves as a Sub-Adviser to the Core Fixed Income Fund. Wells Capital
was founded in 1981 and is a wholly-owned subsidiary of Wells Fargo Bank, N.A.
WESTERN ASSET MANAGEMENT COMPANY--Western Asset Management Company
("Western") serves as a Sub-Adviser to a portion of the assets of the Core Fixed
Income Fund. Western is a wholly-owned subsidiary of Legg Mason, Inc., a
financial services company located in Baltimore, Maryland. Western was founded
in 1971 and specializes in the management of fixed income funds.
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SUB-ADVISORY FEES. For the fiscal years ended May 31, 2001, 2002 and 2003,
the following table shows (i) the dollar amount of fees paid to the Sub-Advisers
by SIMC; and (ii) the dollar amount of the Sub-Advisers' voluntary fee waivers.
[Enlarge/Download Table]
FEES PAID (000) FEE WAIVERS (000)
--------------------------------------- ---------------------------------------
FUND 2001 2002 2003 2001 2002 2003
---- ----------- ----------- ----------- ----------- ----------- -----------
Large Cap Fund $ 6,141 $ 4,606 $ 4,095 $ 0 $ 0 $ 0
Large Cap Value Fund $ 462 $ 389 $ 379 $ 0 $ 0 $ 0
Large Cap Growth Fund $ 444 $ 496 $ 656 $ 0 $ 0 $ 0
Small Cap Fund $ 4,209 $ 5,479 $ 4,591 $ 0 $ 0 $ 0
International Equity Fund $ 3,370 $ 3,533 $ 3,485 $ 0 $ 0 $ 0
Emerging Markets Equity Fund * * * * * *
Core Fixed Income Fund $ 1,656 $ 1,945 $ 2,102 $ 0 $ 0 $ 0
High Yield Bond Fund * * * * * *
International Fixed Income Fund * * * * * *
Large Cap Index Fund * $ 1** $ 13 * $ 0** $ 0
Large Cap Value Index Fund * * * * * *
Large Cap Growth Index Fund * * * * * *
Large Cap Disciplined Equity Fund * * * * * *
Small/Mid Cap Equity Fund * * * * * *
Long Duration Bond Fund * * * * * *
Extended Duration Bond Fund * * * * * *
----------
* Not in operation during such period.
** Commenced operations on April 1, 2002.
For the fiscal years ended May 31, 2001, 2002 and 2003, the following table
shows (i) the dollar amount of fees paid to LSV, an affiliated person of SIMC,
by SIMC; and (ii) the dollar amount of LSV's voluntary fee waivers.
[Enlarge/Download Table]
FEES PAID (000) FEE WAIVERS (000)
--------------------------------------- ---------------------------------------
FUND 2001 2002 2003 2001 2002 2003
---- ----------- ----------- ----------- ----------- ----------- -----------
Large Cap Fund $ 257 $ 412 $ 347 $ 0 $ 0 $ 0
Large Cap Value Fund $ 107 $ 89 $ 94 $ 0 $ 0 $ 0
Small Cap Fund $ 358 $ 533 $ 602 $ 0 $ 0 $ 0
DISTRIBUTION AND SHAREHOLDER SERVICING
GENERAL. SEI Investments Distribution Co. (the "Distributor"), serves as
each Fund's distributor. The Distributor, a wholly-owned subsidiary of SEI
Investments, has its principal business offices at Oaks, Pennsylvania 19456.
DISTRIBUTION AGREEMENT WITH THE TRUST. The Distributor serves as each
Fund's distributor pursuant to a distribution agreement ("Distribution
Agreement") with the Trust. The Distribution Agreement shall be reviewed and
ratified at least annually (i) by the Trust's Trustees or by the vote of a
majority of the outstanding shares of the Trust, and (ii) by the vote of a
majority of the Trustees of the Trust who are not parties to the Distribution
Agreement or interested persons (as defined in the 1940 Act) of any party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement will terminate in the event
of any assignment, as defined in the 1940 Act, and is terminable with respect to
a particular Fund on not less than sixty days' notice by the Trust's Trustees,
by vote of a majority of the outstanding shares of such Fund or by the
Distributor. The Distributor will receive no compensation for the distribution
of Fund shares.
S-42
The Fund may execute brokerage or other agency transactions through the
Distributor, for which the Distributor may receive compensation.
The Distributor may, from time to time and at its own expense, provide
promotional incentives, in the form of cash or other compensation, to certain
financial institutions whose representatives have sold or are expected to sell
significant amounts of the Funds' shares.
SHAREHOLDER AND ADMINISTRATIVE SERVICING PLANS. The Trust has also adopted
a shareholder service plan and agreement (the "Service Plan") and an
administrative services plan and agreement (the "Administrative Service Plan")
for their Class T shares of the Funds. Under the Service Plan, the Distributor
may perform, or may compensate other service providers for performing, the
following shareholder services: (i) maintaining client accounts; (ii) arranging
for bank wires; (iii) responding to client inquiries concerning services
provided by the Distributor or any other service provider; (iv) assisting
clients in changing dividend options, account designations and addresses; and
(v) responding to client inquiries concerning their investments in Class T
shares of the Funds. 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.
Under the Administrative Service Plan, the Distributor may perform, or may
compensate other service providers for performing, the following administrative
services: (i) providing sub-accounting with respect to Class T shares
beneficially owned by clients; (ii) providing information periodically to
clients showing their positions in Class T shares; (iii) forwarding shareholder
communications from the Trust; (iv) processing purchase, exchange and redemption
requests from clients and placing such orders with the Fund or its service
providers; (v)processing dividend payments; and (vi) providing such other
similar services as the Funds may reasonably request, to the extent the service
provider is permitted to do so under applicable laws or regulations.
TRUSTEES AND OFFICERS OF THE TRUST
BOARD OF TRUSTEES RESPONSIBILITIES. The management and affairs of the Trust
and each of the Funds are supervised by the Trustees under the laws of the
Commonwealth of Massachusetts. Each Trustee is responsible for overseeing each
of the Funds and each fund of SEI Index Funds, SEI Daily Income Trust, SEI
Institutional International Trust, SEI Asset Allocation Trust, SEI Institutional
Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust (the "Fund
Complex"), which currently consists of xx funds and includes funds not described
in this SAI. The Trustees have approved contracts, as described above, under
which certain companies provide essential management services to the Trust.
MEMBERS OF THE BOARD. Set forth below are the names, dates of birth,
position with the Trust, length of term of office, and the principal occupations
for the last five years of each of the persons currently serving as Trustees of
the Trust. Unless otherwise noted, the business address of each Trustee is SEI
Investments Company, Oaks, Pennsylvania 19456.
INTERESTED TRUSTEES.
ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of Trustees* (since
1995)-Currently performs various services on behalf of SEI Investments for which
Mr.Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Adviser, the
Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, Bishop Street Funds, Expedition Funds, The MDL
Funds, SEI Global Master Fund, plc, SEI Global Assets Fund, plc, SEI Global
Investments Fund, plc, SEI Investments Global, Limited, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International
Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
WILLIAM M. DORAN (DOB 05/26/40)--Trustee* (since 1995)--1701 Market Street,
Philadelphia, PA 19103. Self-employed consultant. Partner, Morgan, Lewis &
Bockius LLP (law firm), 1976-2003, counsel to the Trust, SEI Investments, the
Adviser, the Administrator and the Distributor. Director of SEI Investments
since
S-43
1974; Secretary of SEI Investments since 1978. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, Expedition Funds, The MDL Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and
SEI Tax Exempt Trust.
INDEPENDENT TRUSTEES.
F. WENDELL GOOCH (DOB 12/03/32)--Trustee (since 1995)--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., July 1984 to January 1997. 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 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 (since 1995)--Attorney, Solo
Practitioner since 1994. Partner, Dechert Price & Rhoads (law firm), September
1987--December 1993. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund,
Expedition Funds, State Street Capital Trust (consisting of 24 portfolios),
Massachusetts Health and Education Tax-Exempt Trust, SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust,
SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt
Trust.
GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee (since 1996)--Self Employed
Consultant, Newfound Consultants Inc. since April 1997. Hedge Fund Manager,
Teton Partners, L.P., June 1991--December 1996; Hedge Fund Manager, Noble
Partners, L.P., March 1991--December 1996; Treasurer and Clerk, Peak Asset
Management, Inc., since 1991; Trustee, State Street Navigator Securities Lending
Trust, since 1995; Trustee of The Advisors' Inner Circle Fund, The Arbor Fund,
Expedition Funds, MDL Funds, SEI Asset Allocation Trust, SEI Daily Income Trust,
SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
ROSEMARIE B. GRECO (DOB 03/31/46)--Trustee (since 1999)--Director,
Governor's office of Health Care Reform, Commonwealth of Pennsylvania since
2003; Founder and Principal, Grecoventures Ltd., 1999-2002. Interim President &
Chief Executive Officer, Private Industry Council of Philadelphia, April
1998--August 1998. President, Corestates Financial Corp., 1996-1997; Chief
Executive Officer and President, Corestates Bank, N.A., 1994-1997; Director,
Sonoco, Inc.; Director, Exelon Corporation; Trustee, Pennsylvania Real Estate
Investment Trust. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust,
SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
NINA LESAVOY (DOB 07/24/57)--Trustee (since 2003)--Partner, Cue Capital
since 2002; Head of Sales, Investorforce, January 2000--December 2001; Global
Partner working for the CEO, Invesco Capital, January 1998--January 2000. Head
of Sales and Client Services, Chancellor Capital and later LGT Asset Management,
1986-2000. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI
Index Funds, SEI Institutional International Trust, SEI Institutional Managed
Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
----------
* Messrs. Nesher and Doran are Trustees deemed to be "interested" persons of
the Funds (as that term is defined in the 1940 Act) by virtue of their
relationship with the Trust's Adviser and Distributor.
S-44
BOARD STANDING COMMITTEES. The Board has established the following standing
committees:
- AUDIT COMMITTEE. The Board has a standing Audit Committee that is
composed of each of the independent Trustees of the Trust. The Audit
Committee operates under a written charter approved by the Board. The
principal responsibilities of the Audit Committee include: recommending
which firm to engage as the Trust's independent auditor and whether to
terminate this relationship; reviewing the independent
auditors' compensation, the proposed scope and terms of its engagement,
and the firm's independence; pre-approving audit and non-audit services
provided by the Trust's independent auditor to the Trust and certain
other affiliated entities; serving as a channel of communication between
the independent auditor and the Trustees; reviewing the results of each
external audit, including any qualifications in the independent
auditors' opinion, any related management letter, management's responses
to recommendations made by the independent auditors in connection with
the audit, reports submitted to the Committee by the internal auditing
department of the Trust's Administrator that are material to the Trust
as a whole, if any, and management's responses to any such reports;
reviewing the Trust's audited financial statements and considering any
significant disputes between the Trust's management and the independent
auditor that arose in connection with the preparation of those financial
statements; considering, in consultation with the independent auditors
and the Trust's senior internal accounting executive, if any, the
independent auditors' report on the adequacy of the Trust's internal
financial controls; reviewing, in consultation with the Trust's
independent auditors, major changes regarding auditing and accounting
principles and practices to be followed when preparing the Trust's
financial statements; and other audit related matters.
Messrs. Gooch, Storey and Sullivan, Ms. Greco and Ms. Lesavoy currently
serve as members of the Audit Committee. The Audit Committee meets
periodically, as necessary, and met 4 times in the Trust's most recently
completed fiscal year.
- FAIR VALUE PRICING COMMITTEE. The Board has a standing Fair Value
Pricing Committee that is composed of at least one Trustee and various
representatives of the Trust's service providers, as appointed by the
Board. The Fair Value Pricing Committee operates under procedures
approved by the Board. The principal responsibilities of the Fair Value
Pricing Committee are to determine the fair value of securities for
which current market quotations are not readily available. The Fair
Value Pricing Committee's determinations are reviewed by the Board.
Messrs. Nesher and Sullivan currently serves as the Board's delegates on
the Fair Value Pricing Committee. The Fair Value Pricing Committee meets
periodically, as necessary, and met 21 times in the most recently
completed Trust fiscal year.
- NOMINATING COMMITTEE. The Board has a standing Nominating Committee that
is composed of each of the independent Trustees of the Trust. The
principal responsibilities of the Nominating Committee are to consider,
recommend and nominate candidates to fill vacancies on the Trust's
Board, if any. The Nominating Committee does not have specific
procedures in place to consider nominees recommended by shareholders,
but would consider such nominees if submitted in accordance with
Rule 14a-8 of the Securities Exchange Act of 1934 (the "1934 Act") in
conjunction with a shareholder meeting to consider the election of
Trustees. Messrs. Gooch, Storey and Sullivan, Ms. Greco and Ms. Lesavoy
currently serve as members of the Nominating Committee. The Nominating
Committee meets, as necessary, and did not meet in during the most
recently completed Trust fiscal year.
BOARD OF TRUSTEES CONSIDERATIONS IN APPROVING THE CONTINUATION OF ADVISORY
AND SUB-ADVISORY AGREEMENTS. As discussed in the section of this SAI entitled
"The Adviser and the Sub-Advisers," the Board's continuance of each Investment
Advisory Agreement must be specifically approved at least annually: (i) by the
vote of the Trustees or by a vote of the shareholders of the Funds; and (ii) by
the vote of a majority of the Trustees who are not parties to the Investment
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 year, the
Board of Trustees calls and holds a meeting to decide whether to renew each
Investment Advisory Agreement for the upcoming year. In preparation for the
meeting, the Board requests and reviews a wide variety of
S-45
information from the Adviser and Sub-Advisers. The Trustees use this
information, as well as other information that the Adviser, the Sub-Advisers and
other Fund service providers may submit to the Board, as well as other
information they obtain independently, to help them decide whether to renew each
Investment Advisory Agreement for another year. In addition, at various times
during the year, the Trustees review and discuss issues, related to the
Investment Advisory Agreements.
Before meeting for the renewal of the Investment Advisory Agreements, the
Board requested and received written materials from the Adviser and each
Sub-Adviser about: (a) the quality of the Adviser's and Sub-Advisers' investment
management and other services; (b) the Adviser's and Sub-Advisers' investment
management personnel; (c) the Adviser's and Sub-Advisers' operations and
financial condition; (d) the Adviser's and Sub-Advisers' brokerage practices
(including any soft dollar arrangements) and investment strategies; (e) the
level of the advisory fees that the Adviser and each Sub-Adviser charges a Fund
compared with the fees each charges to comparable mutual funds or accounts (if
any); (f) a Fund's overall fees and operating expenses compared with similar
mutual funds; (g) the level of the Adviser's and Sub-Advisers' profitability
from its Fund-related operations; (h) the Adviser's and Sub-Advisers' compliance
systems; (i) the Adviser's and Sub-Advisers' policies on and compliance
procedures for personal securities transactions; (j) the Adviser's and
Sub-Advisers' reputation, expertise and resources in domestic financial markets;
and (k) each Fund's performance compared with similar mutual funds.
At the meeting, representatives from the Adviser and Sub-Advisers presented
additional oral and written information to the Board to help the Board evaluate
the Adviser's and Sub-Advisers' fee and other aspects of the agreements. Other
Fund service providers also provided the Board with additional information at
the meeting. The Trustees discussed the written materials that the Board
received before the meeting and the Adviser's and Sub-Advisers' oral
presentation and any other information that the Board received at the meeting,
and deliberated on the renewal of each Investment Advisory Agreement in light of
this information. In its deliberations, the Board did not identify any single
piece of information that was all-important, controlling or determinative of its
decision.
Based on the Board's deliberation and its evaluation of the information
described above, the Board, including all of the independent Trustees,
unanimously agreed to approve the continuation of each Investment Advisory
Agreement for another year in consideration that: (i) the terms of the each
Investment Advisory Agreement are fair and reasonable; and (ii) the Adviser's
and Sub-Advisers' fees are reasonable in light of the services that the Adviser
and the Sub-Advisers provide to the Funds.
FUND SHARES OWNED BY BOARD MEMBERS. The following table shows the dollar
amount range of each Trustee's "beneficial ownership" of shares of each of the
Funds as of the end of the most recently completed calendar year. Dollar amount
ranges disclosed are established by the SEC. "Beneficial ownership" is
determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. The Trustees
and officers of the Trust own less than 1% of the outstanding shares of the
Trust.
[Download Table]
AGGREGATE DOLLAR RANGE
DOLLAR RANGE OF OF SHARES (FUND
NAME FUND SHARES (FUND)* COMPLEX)*
---- ------------------- ----------------------
Mr. Nesher None Over $100,000
Mr. Doran None None
Mr. Gooch None Over $100,000
Mr. Storey None None
Mr. Sullivan None None
Ms. Greco None None
Ms. Lesavoy** None None
----------
* Valuation date is December 31, 2002.
** Ms. Lesavoy was appointed a Trustee as of September 17, 2003.
S-46
BOARD COMPENSATION. The Trust paid the following fees to the Trustees
during its most recently completed fiscal year.
[Download Table]
PENSION OR
RETIREMENT ESTIMATED
BENEFITS ACCRUED ANNUAL TOTAL COMPENSATION
AGGREGATE AS PART OF BENEFITS UPON FROM THE TRUST
NAME COMPENSATION FUND EXPENSES RETIREMENT AND FUND COMPLEX
---- ------------ ---------------- ------------- ------------------
Mr. Nesher $ 0 N/A N/A $ 0
Mr. Doran $ 0 N/A N/A $ 0
Mr. Gooch $ 20,794 N/A N/A $ 133,000
Mr. Storey $ 20,794 N/A N/A $ 133,000
Mr. Sullivan $ 20,794 N/A N/A $ 133,000
Ms. Greco $ 20,794 N/A N/A $ 133,000
Ms. Lesavoy * * * *
----------
* Ms. Lesavoy was appointed a Trustee as of September 17, 2003.
TRUST OFFICERS. Set forth below are the names, dates of birth, position
with the Trust, length of term of office, and the principal occupations for the
last five years of each of the persons currently serving as Executive Officers
of the Trust. Unless otherwise noted, the business address of each Officer is
SEI Investments Company, Oaks, Pennsylvania 19456. None of the Officers receive
compensation from the Trust for their services.
Certain officers of the Trust also serve as officers to one or more mutual
funds to which SEI Investments or its affiliates act as investment adviser,
administrator or distributor.
EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive Officer
(since 1995)--Executive Vice President and President--Asset Management Division
of SEI Investments since 1993. Executive Vice President of the Adviser 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 Secretary (since
2002)--Vice President and Assistant Secretary of the Trust, 1999-2002. Employed
by SEI Investments since October 1999. Vice President and Assistant Secretary of
the Adviser, the Administrator and the Distributor since December 1999.
Associate, Dechert Price & Rhoads (law firm), 1997-1999. Associate, Richter,
Miller & Finn (law firm), 1993-1997.
LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant Secretary
(since 1998)--Vice President and Assistant Secretary of SEI Investments, the
Adviser, the Administrator and the Distributor since 1998. Assistant General
Counsel and Director of Arbitration, Philadelphia Stock Exchange, 1989-1998.
CHRISTINE M. MCCULLOUGH (DOB 12/02/60)--Vice President and Assistant
Secretary (since 1999)--Employed by SEI Investments since November 1999. Vice
President and Assistant Secretary of the Adviser, the Administrator and the
Distributor since December 1999. Associate, White and Williams LLP (law firm),
1991-1999. Associate, Montgomery, McCracken, Walker & Rhoads (law firm),
1990-1991.
SHERRY KAJDAN VETTERLEIN (DOB 06/22/62)--Vice President and Assistant
Secretary (since 2002)--Vice President and Secretary of the Trust, 2001-2002.
Vice President and Assistant Secretary of the Adviser, the Administrator and the
Distributor since January 2001. Shareholder/Partner, Buchanan Ingersoll
Professional Corporation, 1992-2000.
WILLIAM E. ZITELLI, JR. (DOB 06/14/68)--Vice President and Assistant
Secretary (since 2001)--Vice President and Assistant Secretary of the Adviser,
the Administrator and the Distributor since August 2000. Vice President, Merrill
Lynch & Co. Asset Management Group, 1998-2000. Associate, Pepper Hamilton LLP
(law firm), 1997-1998. Associate, Reboul, MacMurray, Hewitt, Maynard & Kristol
(law firm), 1994-1997.
S-47
JOHN C. MUNCH (DOB 05/07/71)--Vice President and Assistant Secretary (since
2002)--Vice President and Assistant Secretary of the Adviser, the Administrator
and the Distributor since November 2001. Associate, Howard, Rice, Nemorvoski,
Canady, Falk & Rabkin (law firm), 1998-2001. Associate, Seward & Kissel LLP (law
firm), 1996-1998.
JOHN MUNERA (DOB 01/14/63)--Vice President and Assistant Secretary (since
2002)--Middle Office Compliance Officer at SEI Investments since 2000.
Supervising Examiner at Federal Reserve Bank of Philadelphia (1998-2000).
CORI DAGGETT (DOB 10/03/61)--Vice President and Assistant Secretary (since
2003)--Employed by SEI Investments since 2003. Associate at Drinker Biddle &
Reath, LLP (law firm) (1998-2003).
PEDRO A. RODRIGUEZ (DOB 01/18/62)--Controller and Chief Financial Officer
(since 2003)--Director, Fund Accounting and Administration, SEI Investments
Global Funds Services (March 1997 to April 2002 and September 2002 to Present).
Vice President, Fund Administration, BlackRock Financial Management (April 2002
to September 2002).
PROXY VOTING POLICIES AND PROCEDURES
The Funds have delegated proxy voting responsibilities to SIMC, subject to
the Board's general oversight. In delegating proxy voting responsibilities, each
Fund has directed that proxies be voted consistent with a Fund's best economic
interests. SIMC has adopted its own proxy voting policies and guidelines for
this purpose (the "Procedures"). As required by applicable regulations, SIMC has
provided this summary of its Procedures concerning proxies voted by SIMC on
behalf of each investment advisory client who delegates voting responsibility to
SIMC, which includes the Funds (each a "Client"). The Procedures may be changed
as necessary to remain current with regulatory requirements and internal
policies and procedures.
SIMC votes proxies in the best economic interests of Clients. SIMC has
elected to retain an independent proxy voting service (the "Service") to vote
proxies for Client accounts, which votes proxies in accordance with Proxy Voting
Guidelines (the "Guidelines") approved by SIMC's Proxy Voting Committee (the
"Committee"). The Guidelines set forth the manner in which SIMC will vote on
matters that may come up for shareholder vote. The Service will review each
matter on a case-by-case basis, and vote the proxies in accordance with the
Guidelines. For example, the Guidelines provide that SIMC will vote in favor of
proposals to require shareholder ratification of any poison pill, shareholder
proposals that request companies to adopt confidential voting, and for
management proposals to do so, and shareholder social, workforce, and
environmental proposals that create good corporate citizens while enhancing
long-term shareholder value, and will vote against director nominees (or a
Board) if it believes that a nominee (or the Board) has not served the economic
long-term interests of shareholders.
Prior to voting a proxy, the Service makes available to SIMC its
recommendation on how to vote in light of the Guidelines. SIMC retains the
authority to overrule the Service's recommendation on any specific proxy
proposal and to instruct the Service to vote in a manner determined by the
Committee. Before doing so, the Committee will determine whether SIMC may have a
material conflict of interest regarding the proposal. If the Committee
determines that SIMC has such a material conflict, SIMC shall instruct the
Service to vote in accordance with the Service's recommendation unless SIMC,
after full disclosure to the Client of the nature of the conflict, obtains the
Client's consent to voting in the manner determined by the Committee (or
otherwise obtains instructions from the client as to how to vote on the
proposal).
For each proxy, SIMC maintains all related records as required by
applicable law. A Client may obtain a copy of SIMC's Procedures and Guidelines,
or a copy of the specific voting record for their account, by calling SIMC at
1-800-DIAL-SEI, or writing to SIMC at One Freedom Valley Drive, Oaks,
Pennsylvania 19456.
S-48
PERFORMANCE
From time to time, each of the Funds may include the Fund's yield,
effective yield, total return (on a before taxes basis, after taxes on
distributions or after taxes on distributions and redemption) or any other type
of performance information permitted by applicable regulatory requirements in
advertisements or reports to shareholders or prospective shareholders. The yield
of the Funds refers to the annualized income generated by an investment in that
Fund over a specified 30-day period. Quotations of average annual total return
for a Fund will be expressed in terms of the average annual compounded rate of
return on a hypothetical investment in the Fund over a period of at least one,
five, and ten years (up to the life of the Fund) (the ending date of the period
will be stated). Total return of a Fund is calculated from two factors: the
amount of dividends earned by each Fund share and by the increase or decrease in
value of the Fund's share price. Performance figures are based on historical
results and are not intended to indicate future performance. See "Computation of
Yield" and "Calculation of Total Return" for more information on methodology of
calculations.
Performance information for each of the Funds contained in reports to
shareholders or prospective shareholders, advertisements, and other promotional
literature may be compared to the record of various unmanaged indices. Such
unmanaged indices may assume the reinvestment of dividends, but generally do not
reflect deductions for operating costs and expenses. In addition, a Fund's total
return may be compared to the performance of broad groups of comparable mutual
funds with similar investment goals, as such performance is tracked and
published by such independent organizations as Lipper Analytical Services, Inc.
("Lipper"), among others. When Lipper's tracking results are used, the Fund will
be compared to Lipper's appropriate fund category, that is, by fund objective
and portfolio holdings.
In addition, rankings, ratings, and comparisons of investment performance
and/or assessments of the quality of shareholder service appear in numerous
financial publications such as MONEY, FORBES, KIPLINGER'S MAGAZINE, PERSONAL
INVESTOR, MORNINGSTAR, INC., and similar sources.
COMPUTATION OF YIELD
The yield is calculated by assuming that the income generated by the
investment during that 30-day period is generated in each period over one year
and is shown as a percentage of the investment. 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 earned during the period; b = expenses accrued for the
period (net of reimbursement); c = the average 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.
CALCULATION OF TOTAL RETURN
TOTAL RETURN QUOTATION (BEFORE TAXES). The total return of a Fund refers to
the average annual compounded rate of return of a hypothetical investment for
designated time periods (including but not limited to, the period from which
that 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 investment of $1,000; T =
average annual total return; n = number of years; and ERV = ending redeemable
value, as of the end of the designated time period, of a hypothetical $1,000
investment made at the beginning of the designated time period.
S-49
Based on the foregoing, the average annual total return (before taxes) for
each of the following Funds, for the one-year and since inception periods ended
May 31, 2003:
[Download Table]
AVERAGE ANNUAL TOTAL RETURN
-----------------------------------
SINCE
FUND CLASS ONE YEAR FIVE YEARS INCEPTION
---- ----- -------- ---------- ---------
Large Cap Fund Class A (8.98)% (2.12)% 6.36%*
Class T **** **** 9.28%+
Large Cap Value Fund Class A (9.53)% **** (0.37)%**
Large Cap Growth Fund Class A (9.20)% **** (20.20)%***
Small Cap Fund Class A (6.83)% 2.24% 6.45%*
Class T **** **** 10.69%++
Core Fixed Income Fund Class A 11.10% 7.45% 8.20%*
International Equity Fund Class A (14.43)% (3.71)% (0.24)%*
Emerging Markets Equity Fund Class A **** **** ****
High Yield Bond Fund Class A **** **** ****
International Fixed Income Fund Class A **** **** ****
Large Cap Index Fund Class A (7.79)% **** (12.05)%*****
Large Cap Value Index Fund Class A **** **** ****
Large Cap Growth Index Fund Class A **** **** ****
Large Cap Disciplined Equity Fund Class A **** **** ****
Small/Mid Cap Equity Fund Class A **** **** ****
Long Duration Bond Fund Class A **** **** ****
Extended Duration Bond Fund Class A **** **** ****
----------
* Inception date of June 14, 1996.
** Inception date of January 31, 2000.
*** Inception date of February 28, 2000.
**** Not in operation during such period.
***** Inception date of April 1, 2002.
+ Inception date of December 13, 2002. Not annualized.
++ Inception date of November 26, 2002. Not annualized.
TOTAL RETURN QUOTATION (AFTER-TAXES ON DISTRIBUTIONS). The total return
(after-taxes on distributions) of a Fund refers to the average annual compounded
rate of return, taking into account the tax impact of Fund dividends and
distributions made to shareholders, of a hypothetical investment for designated
time periods (including but not limited to, the period from which that Fund
commenced operations through the specified date), assuming no liquidation of the
investment at the end of each period. In particular, average annual total return
(after-taxes on distributions) is determined by finding the average annual
compounded rate of return over the one-, five-, and ten-year periods (or for
periods of the Fund's operations) that would equate the initial amount invested
to the after-tax value, according to the following formulas: P (1+T) (TO THE
POWER OF n) = ATV SUB(D), where P = a hypothetical initial investment of $1,000;
T = average annual total return (after-taxes on distributions); n = number of
years; and ATV SUB(D) = value at the end of the one-, five-, or ten-year periods
of a hypothetical $1,000 investment made at the beginning of the time period,
after taxes on Fund distributions, and assuming no liquidation of the investment
at the end of the measurement periods. The calculation assumes that all
distributions by the Funds are reinvested, less the taxes due on such
distributions, at the price on the reinvestment dates during the period
(adjustments may be made for subsequent recharacterizations of distributions).
The calculation further assumes that no taxes are due on the portions of any
distributions classified as exempt interest or non-taxable (i.e., return of
capital). Taxes due on distributions by the Funds are calculated by applying the
highest federal marginal tax rates to each component of the distributions on the
reinvestment date (e.g., ordinary income, short-term capital gain, long-term
capital gain, etc.). Applicable
S-50
tax rates may vary over the measurement period). Potential tax liabilities other
than federal tax liabilities (e.g., state and local taxes) are not factored into
the calculation.
TOTAL RETURN QUOTATION (AFTER-TAXES ON DISTRIBUTIONS AND REDEMPTION). The
total return (after-taxes on distributions and redemption) of a Fund refers to
the average annual compounded rate of return, taking into account the tax impact
of Fund dividends and distributions made to shareholders, of a hypothetical
investment for designated time periods (including but not limited to, the period
from which that Fund commenced operations through the specified date), assuming
that the entire investment is redeemed at the end of each period. In particular,
average annual total return (after-taxes on distributions) is determined by
finding the average annual compounded rate of return over the one-, five-, and
ten-year periods (or for periods of the Fund's operations) that would equate the
initial amount invested to the after-tax value, according to the following
formulas: P (1+T)(TO THE POWER OF n) = ATV SUB(DR), where P = a hypothetical
initial investment of $1,000; T = average annual total return (after-taxes on
distributions and redemption); n = number of years; and ATV SUB(DR) = value at
the end of the one-, five-, or ten-year periods of a hypothetical $1,000
investment made at the beginning of the time period, after taxes on Fund
distributions, assuming that the entire investment is redeemed at the end of
each measurement period. The calculation assumes that all distributions by the
Funds are reinvested, less the taxes due on such distributions, at the price on
the reinvestment dates during the period (adjustments may be made for subsequent
recharacterizations of distributions). The calculation further assumes that no
taxes are due on the portions of any distributions classified as exempt interest
or non-taxable (i.e., return of capital). Taxes due on distributions by the
Funds are calculated by applying the highest federal marginal tax rates to each
component of the distributions on the reinvestment date (e.g., ordinary income,
short-term capital gain, long-term capital gain, etc.). Taxes due on redemptions
by shareholders are calculated by subtracting the capital gains taxes resulting
from the redemption and adding the tax benefit from capital losses resulting
from the redemption. Applicable tax rates may vary over the measurement period.
Potential tax liabilities other than federal tax liabilities (e.g., state and
local taxes) are not factored into the calculation.
PURCHASE AND REDEMPTION OF SHARES
Each 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. Securities listed on NASDAQ are valued using the
NASDAQ Official Closing Price. Unlisted securities for which market quotations
are readily available are valued at the most recently quoted bid price. If such
prices are not available or are deemed to be unreliable, the security will be
valued at fair value as determined in good faith by the Board of Trustees.
Additional information about valuing securities at fair value is provided under
the sub-section "Fair Value Committee." Prices for most securities held by a
Fund are provided daily by third-party independent pricing services. The pricing
services 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 services and their valuation
methodologies are reviewed by the officers of the Trust under the general
supervision of the Trustees.
Securities with remaining maturities of 60 days or less may 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
S-51
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. A shareholder may recognize a gain or loss for federal
income tax purposes in making the exchange.
SEI Management will not accept securities for a Fund unless (1) such
securities are appropriate for 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, 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.
It is currently the Trust's policy to pay 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 readily marketable
securities held by a Fund in lieu of cash. Shareholders may incur brokerage
charges on the sale of any such securities so received in payment of
redemptions. However, a shareholder will at all times be entitled to aggregate
cash redemptions from all Funds of the Trust during any 90-day period of up to
the lesser of $250,000 or 1% of the Trust's net assets.
A gain or loss for federal income tax purposes may be realized by a taxable
shareholder upon an in-kind redemption depending upon the shareholder's basis in
the shares of the Trust redeemed.
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 ("NYSE") 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 fund 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 Adviser, the Administrator, the
Distributor, the Sub-Advisers and/or the custodian 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.
The 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 or the close of normal trading on the NYSE. 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
Sub-Advisers determine that such events materially affect net asset value in
which case net asset value will be determined by consideration of other factors.
TAXES
The following is only a summary of certain additional federal tax
considerations generally affecting the Funds and their shareholders that are not
described in the Funds' Prospectus. No attempt is made to present a detailed
explanation of the federal, state, local, or foreign tax treatment of the Funds
or their shareholders and the discussion here and in the Funds' Prospectuses is
not intended as a substitute for careful tax planning.
S-52
This 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 of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.
Each Fund is treated as a separate entity for federal income tax purposes
and is not combined with the Trust's other Funds. Each Fund intends to qualify
as a regulated investment company ("RIC") under Subchapter M of the Code so that
it will be relieved of federal income tax on that part of its income that is
distributed to shareholders. In order to qualify for treatment as a RIC, a Fund
must distribute annually to its shareholders at least 90% of its investment
company taxable income (generally, net investment income plus the excess, if
any, of net short-term capital gain over net long-term capital losses)
("Distribution Requirement") and also 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
stock, securities or foreign currencies, or other income derived with respect to
its business of investing in such stock or securities or currencies; (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, U.S. 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 assets and that does not represent more than
10% of the outstanding voting securities of such issuer; and (iii) at the close
of each quarter of a Fund's taxable year, not more than 25% of the value of its
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 which
the Fund controls and which are engaged in the same, similar, or related trades
or businesses.
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 (the
excess of short- and long-term capital gain over short- and long-term capital
loss) for the one-year period ending on October 31 of that year, plus certain
other amounts. Each Fund intends to make sufficient distributions to avoid
liability for the federal excise tax, but can make no assurances that such tax
will be completely eliminated. A Fund may in certain circumstances be required
to liquidate Fund investments in order to make sufficient distributions to avoid
federal excise tax liability at a time when the investment advisor might not
otherwise have chosen to do so, and liquidation of investments in such
circumstances may affect the ability of a Fund to satisfy the requirements for
qualification as a RIC.
Distributions of net short-term capital gains will be taxable to you as
ordinary income. In general, distributions by a Fund of investment company
taxable income (excluding net short-term capital gains), if any, whether
received in cash or additional shares, will be taxable to you as ordinary income
(to the extent of the current or accumulated earnings and profits of the fund).
All or a portion of these distributions may be treated as qualified dividend
income (eligible for the reduced maximum rate to individuals of 15% (5% for
individuals in lower tax brackets)) to the extent that a Fund receives qualified
dividend income. Qualified dividend income is, in general, dividend income from
taxable domestic corporations and certain foreign corporations (e.g. foreign
corporations incorporated in a possession of the United States or in certain
countries with a comprehensive tax treaty with the United States, or the stock
of which is readily tradable on an established securities market in the United
States). In order for the dividends received by a Fund shareholder to be
qualified dividend income, the Fund must meet holding period and other
requirements with respect to the dividend paying stocks in its portfolio, and
the shareholder must meet holding period and other requirements with respect to
the Fund's shares.
A Fund will inform you of the amount of your ordinary income dividends,
qualified dividend income, and capital gain distributions shortly after the
close of each calendar year. If you have not held Fund shares for a full year,
the Fund may designate and distribute to you, as ordinary income or capital
gain, a percentage
S-53
of income that is not equal to the actual amount of such income earned during
the period of your investment in the fund.
If a Fund's distributions exceed its taxable income and capital gains
realized during a taxable year, all or a portion of the distributions made in
the same taxable year may be recharacterized as a return of capital to
shareholders. A return of capital distribution will generally not be taxable,
but will reduce each shareholder's cost basis in a fund and result in a higher
reported capital gain or lower reported capital loss when those shares on which
the distribution was received are sold.
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 a 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. In addition, the loss realized on a sale or other
disposition of shares will be disallowed to the extent a shareholder repurchases
(or enters into a contract or option to repurchase) shares within a period of 61
days (beginning 30 days before and ending 30 days after the disposition of the
shares). This loss disallowance rule will apply to shares received through the
reinvestment of dividends during the 61-day period.
For non-corporate shareholders, long-term capital gains are currently taxed
at a maximum rate of 15% and short-term capital gains are currently taxed at
ordinary income tax rates.
Absent further legislation, the maximum 15% tax rate on qualified dividend
income and long-term capital gains will cease to apply to taxable years
beginning after December 31, 2008.
If a Fund fails to qualify as a RIC for any year, all of its income will be
subject to federal income tax at corporate rates, and its distributions
(including capital gain distributions) generally will be taxable as ordinary
income dividends to its shareholders. In such case, the dividends received
deduction will generally be available for eligible corporate shareholders (which
are subject to certain limitations). The board reserves the right not to
maintain the qualification of a Fund as a regulated investment company if it
determines such course of action to be beneficial to shareholders.
In the case of corporate shareholders, Fund distributions (other than
capital gains distributions) generally qualify for the dividends-received
deduction to the extent of the gross amount of qualifying dividends received by
the Fund for the year. Generally, and subject to certain limitations (including
certain holding period limitations), a dividend will be treated as a qualifying
dividend if it has been received from a domestic corporation. All dividends
(including the deducted portion) must be included in your alternative minimum
taxable income calculation.
A Fund may invest in complex securities. These investments may be subject
to numerous special and complex tax rules. These rules could affect whether
gains and losses recognized by a Fund are treated as ordinary income or capital
gain, accelerate the recognition of income to a Fund and/or defer such Fund's
ability to recognize losses. In turn, those rules may affect the amount, timing
or character of the income distributed to you by such Fund.
A Fund will be required in certain cases to withhold, at applicable
withholding rates, and remit to the United States Treasury the amount withheld
on 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, (3) who has failed to certify to the
Fund that such shareholder is not subject to backup withholding, or (4) has
failed to certify to the Fund that they are a U.S. person (including a resident
alien). Non-U.S. investors in a Fund may be subject to U.S. withholding and
estate tax and are encouraged to consult their tax advisor prior to investing in
a Fund.
S-54
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 securities of
foreign corporations, a Fund will be eligible to, and intends to file an
election with the Internal Revenue Service that will enable shareholders, in
effect, to receive the benefit of the foreign tax credit with respect to any
foreign and United States possessions income taxes paid by a Fund. Pursuant to
the election, a Fund will treat those taxes as dividends paid to its
shareholders. Each shareholder will be required to include a proportionate share
of those taxes in gross income as income received from a foreign source and must
treat the amount so included as if the shareholder had paid the foreign tax
directly. The shareholder may then either deduct the taxes deemed paid by him or
her in computing his or her taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit (subject to significant
limitations) against the shareholder's federal income tax. If a Fund makes the
election, it will report annually to its shareholders the respective amounts per
share of the Fund's income from sources within, and taxes paid to, foreign
countries and United States possessions. Based upon their investment objectives,
the International Equity, Emerging Markets Equity, and International Fixed
Income Funds may be eligible to make the election.
STATE TAXES
A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by a Fund to
shareholders and the ownership of shares may be subject to state and local
taxes. Shareholders should consult their own tax advisers regarding the affect
of federal, state and local taxes affecting an investment in Fund shares. Many
states grant tax-free status to dividends paid to you from interest earned on
direct obligation of the U.S. Government, subject in some states to minimum
investment requirements that must be met by a Fund. Investment in GNMA or Fannie
Mae securities, bankers' acceptances, commercial paper and repurchase agreements
collateralized by U.S. Government securities do not generally qualify for such
tax-free treatment. The rules on exclusion of this income are generally
different for corporate shareholders.
FUND PORTFOLIO TRANSACTIONS
The Trust has no obligation to deal with any broker or dealer or group of
brokers or dealers in the execution of transactions in portfolio securities.
Subject to policies established by the Trustees, the Adviser and Sub-Advisers
are responsible for placing orders to execute fund transactions. In placing
orders, it is the Trust's policy to seek to obtain the best net results taking
into account such factors as price (including the applicable dealer spread),
size, type and difficulty of the transaction involved, the firm's general
execution and operational facilities, and the firm's risk in positioning the
securities involved. While the Adviser and Sub-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
fund securities from any affiliated person acting as principal except in
conformity with the regulations of the SEC.
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, the Adviser
and Sub-Advisers 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 fund securities transactions of a Fund will primarily consist of
dealer spreads and underwriting commissions.
It is expected that the Funds may execute brokerage or other agency
transactions through the Distributor, a registered broker-dealer, for a
commission, in conformity with the 1940 Act, the 1934 Act, and rules of the
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SEC. Under these provisions, the Distributor is permitted to receive and retain
compensation for effecting fund transactions for a Fund on an exchange. 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
remuneration 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." In addition, a Fund
may direct commission business to one or more designated broker-dealers,
including the Distributor, in connection with such broker-dealer's payment of
certain of the Fund's expenses. 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.
Since the Trust does not market its shares through intermediary brokers or
dealers, it is not the Trust's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, a Fund's 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, and when
one or more brokers is believed capable of providing the best combination of
price and execution, a Fund's Adviser and Sub-Advisers may select a broker
based upon brokerage or research services provided to the Adviser and
Sub-Advisers. The Adviser and Sub-Advisers may pay a higher commission than
otherwise obtainable from other brokers in return for such services only if a
good faith determination is made that the commission is reasonable in relation
to the services provided.
Section 28(e) of the Exchange Act ("Section 28(e)") permits the Adviser and
Sub-Advisers, under certain circumstances, to cause a Fund to pay a broker or
dealer a commission for effecting a transaction in excess of the amount of
commission another broker or dealer would have charged for effecting the
transaction in recognition of the value of brokerage and research services
provided by the broker or dealer. Brokerage and research services include (1)
furnishing advice 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; (2) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts; and (3) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement, and custody). In the case of research services, the
Adviser and Sub-Advisers believe that access to independent investment research
is beneficial to their investment decision-making processes and, therefore, to
the Fund. In addition to agency transactions, the Funds' Adviser or Sub-Advisers
may receive brokerage and research services in connection with certain riskless
principal transactions, in accordance with applicable SEC guidelines.
To the extent research services may be a factor in selecting brokers, such
services may be in written form or through direct contact with individuals and
may include information as to particular companies and securities as well as
market, economic, or institutional areas and information which assists in the
valuation and pricing of investments. Examples of research-oriented services for
which the Adviser or Sub-Advisers might utilize Fund commissions include
research reports and other information on the economy, industries,
sectors, groups of securities, individual companies, statistical
information, political developments, technical market action, pricing and
appraisal services, credit analysis, risk measurement analysis, performance and
other analysis. The Adviser or Sub-Advisers may use research services furnished
by brokers in servicing all client accounts and not all services may necessarily
be used in connection with the account that paid commissions to the broker
providing such services. Information so received by the Adviser and Sub-Advisers
will be in addition to and not in lieu of the services required to be performed
by the Fund's Adviser and Sub-Advisers under the Advisory and Sub-Advisory
Agreements. Any advisory, sub-advisory, or other fees paid to the Adviser and
Sub-Advisers are not reduced as a result of the receipt of research services.
In some cases the Adviser or Sub-Advisers receive a service from a broker
that has both a "research" and a "non-research" use. When this occurs, the
Adviser or Sub-Advisers make a good faith allocation, under all
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the circumstances, between the research and non-research uses of the service.
The percentage of the service that is used for research purposes may be paid for
with client commissions, while the Adviser or Sub-Advisers will use its own
funds to pay for the percentage of the service that is used for non-research
purposes. In making this good faith allocation, the Adviser or Sub-Advisers face
a potential conflict of interest, but the Adviser or Sub-Advisers believe that
its allocation procedures are reasonably designed to ensure that it
appropriately allocates the anticipated use of such services to their research
and non-research uses.
From time to time, the Funds may purchase new issues of securities for
clients in a fixed price offering. In these situations, the seller may be a
member of the selling group that will, in addition to selling securities,
provide the Adviser or Sub-Advisers with research services. The NASD has adopted
rules expressly permitting these types of arrangements under certain
circumstances. Generally, the seller will provide research "credits" in these
situations at a rate that is higher than that which is available for typical
secondary market transactions. These arrangements may not fall within the safe
harbor of Section 28(e).
In connection with transactions effected for Funds operating within the
"Manager of Managers" structure, under this policy, SIMC and the various firms
that serve as money managers to certain Funds of the Trust, in the exercise of
joint investment discretion over the assets of a Fund, may direct a 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.
Certain information about the Funds' brokerage activities, including
brokerage activities with affiliated brokers, for the fiscal years ended May 31,
2001, 2002 and 2003, is set forth below:
[Enlarge/Download Table]
% OF TOTAL
% OF TOTAL BROKERAGE
TOTAL $ AMOUNT BROKERAGE TRANSACTIONS
TOTAL $ AMOUNT OF BROKERAGE COMMISSIONS EFFECTED
OF BROKERAGE COMMISSIONS PAID TO THE THROUGH
COMMISSIONS PAID TO AFFILIATED AFFILIATED AFFILIATED
PAID (000) BROKERS (000) BROKERS BROKERS
----------------------------------- ----------------------------- ----------- ------------
FUND 2001 2002 2003 2001 2002 2003 2003 2003
---- ---------- ---------- ---------- -------- -------- -------- ----------- ------------
Large Cap Fund $ 5,922 $ 3,783 $ 3,626 $ 20 $ 28 $ 614 17% 33%
Large Cap Value Fund $ 615 $ 294 $ 334 $ 6 $ 5 $ 67 20% 34%
Large Cap Growth Fund $ 352 $ 449 $ 647 $ 3 $ 4 $ 138 21% 33%
Small Cap Fund $ 2,497 $ 3,412 $ 3,864 $ 12 $ 18 $ 70 2% 29%
Core Fixed Income Fund $ 606 $ 457 $ 241 $ 227 $ 104 $ 133 55% 40%
High Yield Bond Fund * * * * * * * *
International Fixed Income Fund * * * * * * * *
Emerging Markets Equity Fund * * * * * * * *
International Equity Fund $ 2,991 $ 3,631 $ 2,258 $ 0 $ 8 $ 220 10% 27%
Large Cap Index Fund * $ 1** $ 27 * $ 0** $ 0 0% 29%
Large Cap Value Index Fund * * * * * * * *
Large Cap Growth Index Fund * * * * * * * *
Large Cap Disciplined Equity Fund * * * * * * * *
Small/Mid Cap Equity Fund * * * * * * * *
Long Duration Bond Fund . * * * * * * * *
Extended Duration Bond Fund * * * * * * * *
----------
* Not in operation during such period.
** Commenced operations on April 1, 2002.
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The portfolio turnover rate for each Fund for the fiscal years ended May
31, 2002 and 2003 was as follows:
[Download Table]
TURNOVER RATE
---------------
FUND 2002 2003
---- ----- ------
Large Cap Fund 65% 51%
Large Cap Value Fund 34% 42%
Large Cap Growth Fund 71% 60%
Small Cap Fund 115% 97%
International Equity Fund 84% 58%
Emerging Markets Equity Fund * *
Core Fixed Income Fund 365% 436%
High Yield Bond Fund * *
International Fixed Income Fund * *
Large Cap Index Fund 1%** 12%
Large Cap Value Index Fund * *
Large Cap Growth Index Fund * *
Large Cap Disciplined Equity Fund * *
Small/Mid Cap Equity Fund * *
Long Duration Bond Fund * *
Extended Duration Bond Fund * *
----------
* Not in operation during such period.
** Commenced operations on April 1, 2002.
The Trust is required to identify any securities of its "regular broker
dealers" (as such term is defined in the 1940 Act) that the Trust has acquired
during its most recent fiscal year. Certain information about these issuers is
set forth below, as of May 31, 2003:
[Download Table]
FUND NAME OF ISSUER TYPE OF SECURITY AMOUNT (000)
---- --------------------- ---------------- ------------
Large Cap Fund Bear Stearns Equity $ 4,947
Goldman Sachs Equity $ 21,973
JP Morgan Equity $ 14,940
Merrill Lynch Equity $ 9,161
Lehman Brothers Equity $ 9,118
Morgan Stanley Equity $ 22,257
Morgan Stanley Debt $ 94,755
Large Cap Value Fund Bear Stearns Equity $ 1,197
Goldman Sachs Equity $ 994
JP Morgan Equity $ 3,211
Lehman Brothers Equity $ 2,665
Merrill Lynch Equity $ 1,958
Morgan Stanley Equity $ 3,626
Morgan Stanley Debt $ 10,399
Large Cap Growth Fund Goldman Sachs Equity $ 4,289
JP Morgan Equity $ 614
Merrill Lynch Equity $ 461
Morgan Stanley Equity $ 2,067
Morgan Stanley Debt $ 9,164
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[Enlarge/Download Table]
FUND NAME OF ISSUER TYPE OF SECURITY AMOUNT (000)
---- --------------------- ---------------- ------------
Large Cap Index Fund Goldman Sachs Equity $ 150
Merrill Lynch Equity $ 306
JP Morgan Equity $ 411
Bear Stearns Equity $ 50
Lehman Brothers Equity $ 123
Morgan Stanley Equity $ 409
Small Cap Fund Morgan Stanley Debt $ 114,524
Core Fixed Income Fund Merrill Lynch Debt $ 141,363
Credit Suisse First Boston Debt $ 4,851
Bear Sterns Debt $ 858
Goldman Sachs Debt $ 6,150
Lehman Brothers Debt $ 6,400
Morgan Stanley Debt $ 1,827
International Equity Fund Morgan Stanley Debt $ 25,447
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 series of shares or separate classes of funds. 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 or her 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 or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
CODE OF ETHICS
The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act. In addition, the Adviser, Sub-Advisers and
Distributor have adopted Code of Ethics pursuant to Rule 17j-1. These Codes of
Ethics apply to the personal investing activities of trustees, officers and
certain employees ("access persons"). Rule 17j-1 and the Codes are reasonably
designed to prevent unlawful practices in connection with the purchase or sale
of securities by access persons. Under each Code of Ethics, access persons are
permitted to engage in personal securities transactions, but are required to
report their personal securities transactions for monitoring purposes. In
addition, certain access persons are required to obtain approval before
investing in initial public offerings or private placements or are prohibited
from making such investments. Copies of these Codes of Ethics are on file with
the SEC and are available to the public.
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VOTING
Each share held entitles the shareholder of record to one vote. The
shareholders of each Fund or class will vote separately on matters pertaining
solely to that Fund or class, such as any distribution plan. As a Massachusetts
business trust, the Trust is not required to hold annual meetings of
shareholders, but approval will be sought for certain changes in the operation
of the Trust and for the election of Trustees under certain circumstances. In
addition, a Trustee may be removed by the remaining Trustees or by shareholders
at a special meeting called upon written request of shareholders owning at least
10% of the outstanding shares of the Trust. In the event that such a meeting is
requested, the Trust will provide appropriate assistance and information to the
shareholders requesting the meeting.
Where the Prospectuses for the Funds or this 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 the Fund's shares present at a meeting if the holders of more than
50% of the outstanding shares of the Fund are present or represented by Proxy,
or (ii) more than 50% of the Fund's outstanding shares, whichever is less.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a Trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the Trust. Even if, however, the Trust were held to be a
partnership, the possibility of the shareholders' incurring financial loss for
that reason appears remote because the Trust's Declaration of Trust (i) 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 (ii) provides for indemnification out of the Trust property for
any shareholders held personally liable for the obligations of the Trust.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
[TO BE UPDATED]
As of September 5, 2003, the following persons were the only persons who
were record owners (or to the knowledge of the Trust, beneficial owners) of 5%
and 25% or more of the shares of the Funds. Persons who owned of record or
beneficially more than 25% of a Fund's outstanding shares may be deemed to
control the Fund within the meaning of the 1940 Act. The Trust believes that
most of the shares referred to above were held by the above persons in accounts
for their fiduciary, agency, or custodial customers.
[Download Table]
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
---------------- ---------------- ---------------
LARGE CAP FUND: CLASS A
SEI Private Trust Company 163,979,855 68.31%
One Freedom Valley Drive
Oaks, PA 19456
Mac & Co. 15,095,813 6.29%
APSF 1852692
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
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[Download Table]
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
---------------- ---------------- ---------------
LARGE CAP FUND: CLASS T
SEI Private Trust Company 17,096 100%
One Freedom Valley Road
Oaks, PA 19403
LARGE CAP VALUE FUND: CLASS A
SEI Private Trust Company 17,188,789 42.17%
One Freedom Valley Road
Oaks, PA 19403
Mellon Trust 9,479,062 23.25%
Hercules--STD
One Mellon Bank Center
Pittsburgh, PA 15258-0001
First Union National Bank 5,952,031 14.60%
ATTN: Sophia Katz
600 Penn Street, 2nd Floor North
Reading, PA 19607
LARGE CAP GROWTH FUND: CLASS A
SEI Private Trust Company 33,540,906 44.54%
One Freedom Valley Road
Oaks, PA 19403
Mellon Trust 18,624,664 27.73%
Hercules--STD
One Mellon Bank Center
Pittsburgh, PA 15258-0001
First Union National Bank 11,715,322 15.56%
ATTN: Sophia Katz
600 Penn Street, 2nd Floor North
Reading, PA 19607
LARGE CAP INDEX FUND: CLASS A
SEI Private Trust Company 27,963,541 99.93%
One Freedom Valley Road
Oaks, PA 19403
SMALL CAP FUND: CLASS A
SEI Private Trust Company 36,770,717 34.98%
One Freedom Valley Drive
Oaks, PA 19456
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[Download Table]
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND
---------------- ---------------- ---------------
Northern Trust Custodian FBO 21,119,337 20.09%
North Dakota Pension A/C 26-10043
ATTN: Jeff Sampson
P.O. Box 92956
Chicago, Illinois 60675-2956
First Union National Bank 7,984,584 7.60%
Attn: Sophia Katz
600 Penn Street 2nd FL North
Reading, PA 19607
State Street Bank FBO 6,647,115 6.32%
Air Products-Chemicals Inc.
Pension Plan
Attn: Bob Skinner
One Enterprise Drive
North Quincy, MA 02171-2126
Northern Trust Custodian FBO 5,313,904 5.06%
North Dakota Insurance A/C 26-10043
ATTN: Jeff Sampson
P.O. Box 92956
Chicago, Illinois 60675-2956
SMALL CAP FUND: CLASS T
SEI Private Trust Company 16,006 100%
One Freedom Valley Road
Oaks, PA 19403
INTERNATIONAL EQUITY FUND: CLASS A
SEI Private Trust Company 109,489,455 71.46%
One Freedom Valley Road
Oaks, PA 19403
CORE FIXED INCOME FUND: CLASS A
SEI Private Trust Company 208,805,602 77.59%
One Freedom Valley Road
Oaks, PA 19403
LARGE CAP DISCIPLINED EQUITY FUND: CLASS A
SEI Private Trust Company 18,832,037 100%
One Freedom Valley Road
Oaks, PA 19403
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MASTER/FEEDER OPTION
The Trust may in the future seek to achieve any Fund's investment objective
by investing all of that Fund's assets in another investment company having the
same investment objective and substantially the same investment policies and
restrictions as those applicable to that Fund. It is expected that any such
investment company would be managed by SIMC in substantially the same manner as
the existing Fund. The initial shareholder(s) of each Fund voted to vest such
authority in the sole discretion of the Trustees and such investment may be made
without further approval of the shareholders of the Funds. However, shareholders
of the Funds will be given at least 30 days' prior notice of any such
investment. Such investment would be made only if the Trustees determine it to
be in the best interests of a Fund and its shareholders. In making that
determination the Trustees will consider, among other things, the benefits to
shareholders and/or the opportunity to reduce costs and achieve operational
efficiencies. Although the Funds believe that the Trustees will not approve an
arrangement that is likely to result in higher costs, no assurance is given that
costs will be materially reduced if this option is implemented.
CUSTODIAN
Wachovia, N.A. (formerly, First Union National Bank), Broad and Chestnut
Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent for
each of the Funds and custodian for the assets of the Large Cap, Large Cap
Value, Large Cap Growth, Small Cap, Core Fixed Income, High Yield Bond, Large
Cap Index, Large Cap Value Index, Large Cap Growth Index, Large Cap Disciplined
Equity, Small/Mid Cap Equity, Long Duration Bond and Extended Duration Bond
Funds. State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, acts as custodian for the assets of the International Fixed
Income, Emerging Markets Equity and International Equity Funds. Wachovia, N.A.
and State Street Bank and Trust Company (each a "Custodian," and, together, the
"Custodians") hold cash, securities and other assets of the respective Funds
for which they act as custodian as required by the 1940 Act.
EXPERTS
The financial statements incorporated by reference into this Statement of
Additional Information have been incorporated by reference in reliance on the
report of [______________], independent accountants, given on the authority of
said firm as experts in auditing and accounting. ___________________is located
at Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia,
Pennsylvania 19103.
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
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APPENDIX A
DESCRIPTION OF RATINGS
DESCRIPTION OF MOODY'S SHORT-TERM RATINGS
PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
NOT PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.
STANDARD & POOR'S SHORT-TERM RATINGS
A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Debt determined to possess extremely strong
safety characteristics is denoted with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated "A-1".
A-3 Debt carrying this designation has an adequate capacity for timely
payment. It is, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher
designations.
B Debt rated 'B' is regarded as having only speculative capacity for timely
payment.
C This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D This rating indicates that the obligation is in payment default.
DESCRIPTION OF FITCH'S SHORT-TERM RATINGS
F-1+ Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated 'F-1+'
F-2 Good Credit Quality. Issues assigned this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not
as great as for issues assigned 'F-1+' and 'F-1' ratings.
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F-3 Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate,
however, near-term adverse changes could cause these securities to be
rated below investment grade.
F-S Weak Credit Quality. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are
vulnerable to near-term adverse changes in financial and economic
conditions.
D Default. Issues assigned this rating are in actual or imminent payment
default.
LOC The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.
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SEI INSTITUTIONAL INVESTMENTS TRUST
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS:
[Download Table]
(a) Registrant's Declaration of Trust is incorporated herein by
reference to Exhibit (1) of Registrant's Registration
Statement on Form N-1A (File No. 33-58041), filed with the
Securities and Exchange Commission ("SEC") on March 10, 1995.
(b) Amended By-Laws, dated February 20, 2001, are herein
incorporated by reference to Exhibit (b)(3) of Post-Effective
Amendment No. 7 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September 28,
2001.
(c) Not Applicable.
(d)(1) Investment Advisory Agreement between the Trust and SEI
Investments Management Corporation ("SIMC") (formerly "SEI
Financial Management Corporation") as previously filed with
Registrant's Pre-Effective Amendment No. 2 on Form N-1A (File
No. 33-58041), filed with the SEC on June 7, 1996 is herein
incorporated by reference to Exhibit (5)(a) of Post-Effective
Amendment No. 2, filed with the SEC on September 29, 1997.
(d)(2) Form of Schedule B to the Investment Advisory Agreement
between the Trust and SIMC, adding the Large Cap Disciplined
Equity and Small/Mid Cap Equity Funds is filed herewith.
(d)(3) Investment Sub-Advisory Agreement between SIMC and BlackRock
Financial Management, Inc. with respect to the Core Fixed
Income Fund as previously filed with Registrant's
Pre-Effective Amendment No. 1 on Form N-1A (File No.
33-58041), filed with the SEC on April 26, 1996 is herein
incorporated by reference to Exhibit (5)(g) of Post-Effective
Amendment No. 2, filed with the SEC on September 29, 1997.
(d)(4) Investment Sub-Advisory Agreement between SIMC and LSV Asset
Management with respect to the Trust's Large Cap and Small Cap
Funds as previously filed with Registrant's Pre-Effective
Amendment No. 1 on Form N-1A (File No. 33-58041), filed with
the SEC on April 26, 1996 is herein incorporated by reference
to Exhibit (5)(k) of Post-Effective Amendment No. 2, filed
with the SEC on September 29, 1997.
(d)(5) Investment Sub-Advisory Agreement between SIMC and Western
Asset Management Company with respect to the Core Fixed Income
Fund as previously filed with Registrant's Pre-Effective
Amendment No. 1 on Form N-1A (File No. 33-58041), filed with
the SEC on April 26, 1996 is herein incorporated by reference
to Exhibit (5)(u) of Post-Effective Amendment No. 2, filed
with the SEC on September 29, 1997.
(d)(6) Schedule B dated January 1, 1997 to the Trust's Sub-Advisory
Agreement dated June 14, 1996 between SIMC and LSV Asset
Management with respect to the Large Cap and Small Cap Value
Funds is incorporated by reference to Exhibit (5)(ee) of
Registrant's Registration Statement on Form N-1A (File No.
33-58041), filed with the SEC on September 29, 1997.
(d)(7) Investment Sub-Advisory Agreement between SIMC and RS
Investments with respect to the Small Cap Fund is herein
incorporated by reference to Exhibit (5)(hh) of Post-Effective
Amendment No. 3 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041), filed with the SEC on September 25,
1998.
C-1
[Download Table]
(d)(8) Investment Sub-Advisory Agreement between SIMC and Capital
Guardian Trust Company with respect to the International
Equity Fund is herein incorporated by reference to Exhibit
(5)(ii) of Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041), filed
with the SEC on September 25, 1998.
(d)(9) Assignment and Assumption Agreement dated June 26, 2002 and
Consent dated June 28, 2002 between SIMC and BlackRock
Advisors, Inc. is herein incorporated by reference to Exhibit
(d)(12) of Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2002.
(d)(10) Investment Sub-Advisory Agreement between SIMC and Artisan
Partners Limited Partnership with respect to the Small Cap
Fund is herein incorporated by reference to Exhibit (d)(43) of
Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on July 16, 1999.
(d)(11) Investment Sub-Advisory Agreement between SIMC and Nomura
Corporate Research and Asset Management Inc. with respect to
the High Yield Bond Fund is herein incorporated by reference
to Exhibit (d)(45) of Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 28, 2001.
(d)(12) Investment Sub-Advisory Agreement between SIMC and Security
Capital Research & Management Incorporated with respect to the
Small Cap Fund is herein incorporated by reference to Exhibit
(d)(46) of Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 28, 1999.
(d)(13) Investment Sub-Advisory Agreement between SIMC and The Boston
Company Asset Management with respect to the Emerging Markets
Equity Fund is herein incorporated by reference to Exhibit
(d)(47) of Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 27, 2000.
(d)(14) Investment Sub-Advisory Agreement between SIMC and McKinley
Capital Management Inc. with respect to the Small Cap Fund is
herein incorporated by reference to Exhibit (d)(52) of
Post-Effective Amendment No. 6 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 27, 2000.
(d)(15) Investment Sub-Advisory Agreement between SIMC and David J.
Greene & Company, LLC with respect to the Small Cap Fund is
herein incorporated by reference to Exhibit (d)(53) of
Post-Effective Amendment No. 7 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 28, 2001.
(d)(16) Investment Sub-Advisory Agreement between SIMC and Morgan
Stanley Investment Management Inc. with respect to the
International Equity Fund is herein incorporated by reference
to Exhibit (d)(56) of Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 28, 2001.
(d)(17) Investment Sub-Advisory Agreement between SIMC and Peregrine
Capital Management Inc. with respect to the Large Cap and
Large Cap Growth Funds is herein incorporated by reference to
Exhibit (d)(57) of Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 28, 2001.
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(d)(18) Investment Sub-Advisory Agreement between SIMC and Sanford C.
Bernstein & Co., LLC, as revised October 2, 2000, with respect
to the Large Cap and Large Cap Value Funds is herein
incorporated by reference to Exhibit (d)(58) of Post-Effective
Amendment No. 7 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September 28,
2001.
(d)(19) Investment Sub-Advisory Agreement between SIMC and Shenkman
Capital Management, Inc. with respect to the High Yield Bond
Fund is herein incorporated by reference to Exhibit (d)(59) of
Post-Effective Amendment No. 7 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 28, 2001.
(d)(20) Investment Sub-Advisory Agreement between SIMC and
Transamerica Investment Management, LLC with respect to the
Large Cap and Large Cap Growth Funds is herein incorporated by
reference to Exhibit (d)(61) of Post-Effective Amendment No. 7
to Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 28, 2001.
(d)(21) Investment Sub-Advisory Agreement dated March 19, 2002 between
SIMC and Barclays Global Fund Advisors, with respect to the
Large Cap Index, Large Cap Value Index, and Large Cap Growth
Index Funds, is herein incorporated by reference to Exhibit
(d)(62) of Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on March 29, 2002.
(d)(22) Investment Sub-Advisory Agreement dated March 12, 2002 between
SIMC and Montag & Caldwell Inc., with respect to the Large Cap
and Large Cap Growth Funds is herein incorporated by reference
to Exhibit (d)(63) of Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on March 29, 2002.
(d)(23) Investment Sub-Advisory Agreement dated March 14, 2002,
between SIMC and Wellington Management Company, LLP, with
respect to the Small Cap Fund, is herein incorporated by
reference to Exhibit (d)(64) of Post-Effective Amendment No. 9
to Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on March 29, 2002.
(d)(24) Investment Sub-Advisory Agreement between SIMC and Mazama
Capital Management, Inc. dated December 13, 1999 with respect
to the Small Cap Fund is herein incorporated by reference to
Exhibit (d)(36) of Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2002.
(d)(25) Investment Sub-Advisory Agreement between SIMC and
Metropolitan West Asset Management LLC dated June 26, 2002
with respect to the Core Fixed Income Fund is herein
incorporated by reference to Exhibit (d)(37) of Post-Effective
Amendment No. 10 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on September
30, 2002.
(d)(26) Form of Investment Sub-Advisory Agreement between SIMC and
Fischer Francis Trees & Watts, Inc. with respect to the
International Fixed Income Fund is herein incorporated by
reference to Exhibit (d)(38) of Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2002.
(d)(27) Amendment to Investment Sub-Advisory Agreement between SIMC
and Montag & Caldwell, Inc. is herein incorporated by
reference to Exhibit (d)(39) of Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2002.
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(d)(28) Investment Sub-Advisory Agreement between SIMC and Lee Munder
Investments, Ltd. with respect to the Small Cap Fund is herein
incorporated by reference to Exhibit (d)(36) of Post-Effective
Amendment No. 11 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on May 16,
2003.
(d)(29) Investment Sub-Advisory Agreement between SIMC and Martingale
Asset Management with respect to the Small Cap Fund is herein
incorporated by reference to Exhibit (d)(37) of Post-Effective
Amendment No. 11 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on May 16,
2003.
(d)(30) Investment Sub-Advisory Agreement between SIMC and Goldman
Sachs Asset Management, L.P. with respect to the Large Cap and
Large Cap Growth Funds is herein incorporated by reference to
Exhibit (d)(38) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on May 16, 2003.
(d)(31) Investment Sub-Advisory Agreement between SIMC and Emerging
Markets Management, L.L.C. with respect to the Emerging
Markets Equity Fund is herein incorporated by reference to
Exhibit (d)(39) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on May 16, 2003.
(d)(32) Investment Sub-Advisory Agreement between SIMC and McKinley
Capital Management, Inc. with respect to the Large Cap and
Large Cap Growth Funds is herein incorporated by reference to
Exhibit (d)(40) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on May 16, 2003.
(d)(33) Form of Investment Sub-Advisory Agreement between SIMC and LSV
Asset Management with respect to the Large Cap Value Fund is
herein incorporated by reference to Exhibit (d)(41) of
Post-Effective Amendment No. 11 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on May 16, 2003.
(d)(34) Investment Sub-Advisory Agreement between SIMC and Alliance
Capital Management L.P. with respect to the Emerging Markets
Equity Fund is herein incorporated by reference to Exhibit
(d)(42) of Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on May 16, 2003.
(d)(35) Form of Investment Sub-Advisory Agreement between SIMC and
Nicholas-Applegate Capital Management with respect to the High
Yield Bond Fund is herein incorporated by reference to Exhibit
(d)(44) of Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on May 16, 2003.
(d)(36) Investment Sub-Advisory Agreement between SIMC and
Aronson+Johnson+Ortiz, LP with respect to the Large Cap and
Large Cap Value Funds is herein incorporated by reference to
Exhibit (d)(36) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on July 29, 2003.
(d)(37) Investment Sub-Advisory Agreement between SIMC and Franklin
Portfolio Associates, LLC with respect to the Large Cap and
Large Cap Value Funds is herein incorporated by reference to
Exhibit (d)(37) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on July 29, 2003.
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(d)(38) Investment Sub-Advisory Agreement between SIMC and Barclays
Global Fund Advisors with respect to the Large Cap Disciplined
Equity Fund is herein incorporated by reference to Exhibit
(d)(38) of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
(d)(39) Investment Sub-Advisory Agreement between SIMC and Enhanced
Investment Technologies, LLC with respect to the Large Cap
Disciplined Equity Fund is herein incorporated by reference to
Exhibit (d)(38) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(40) Investment Sub-Advisory Agreement between SIMC and Analytic
Investors, Inc. with respect to the Large Cap Disciplined
Equity Fund is herein incorporated by reference to Exhibit
(d)(40) of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
(d)(41) Investment Sub-Advisory Agreement between SIMC and Prudential
Investment Management, Inc. with respect to the Large Cap
Disciplined Equity Fund is herein incorporated by reference to
Exhibit (d)(41) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on July 29, 2003.
(d)(42) Investment Sub-Advisory Agreement between SIMC and Delaware
Management Company, a series of Delaware Management Business
Trust with respect to the Small Cap and Small/Mid Cap Equity
Funds is herein incorporated by reference to Exhibit (d)(42)
of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
(d)(43) Investment Sub-Advisory Agreement between SIMC and Mazama
Capital Management, Inc. with respect to the Small/Mid Cap
Equity Fund is herein incorporated by reference to Exhibit
(d)(43) of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
(d)(44) Investment Sub-Advisory Agreement between SIMC and Security
Capital Research & Management Incorporated with respect to the
Small/Mid Cap Equity Fund is herein incorporated by reference
to Exhibit (d)(45) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on July 29, 2003.
(d)(45) Investment Sub-Advisory Agreement between SIMC and BlackRock
Advisors, Inc. with respect to the Small Cap and Small/Mid Cap
Equity Funds is herein incorporated by reference to Exhibit
(d)(46) of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
(d)(46) Investment Sub-Advisory Agreement between SIMC and Fisher
Investments, Inc. with respect to the International Equity
Fund is herein incorporated by reference to Exhibit (d)(47) of
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on July 29, 2003.
(d)(47) Investment Sub-Advisory Agreement between SIMC and Alliance
Capital Management, L.P. with respect to the International
Equity Fund is herein incorporated by reference to Exhibit
(d)(48) of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
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(d)(48) Investment Sub-Advisory Agreement between SIMC and McKinley
Capital Management, Inc. with respect to the International
Equity Fund is herein incorporated by reference to Exhibit
(d)(49) of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on July 29, 2003.
(d)(49) Form of Investment Sub-Advisory Agreement between SIMC and
Artisan Partners Limited Partnership with respect to the
Small/Mid Cap Equity Fund is herein incorporated by reference
to Exhibit (d)(48) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(50) Investment Sub-Advisory Agreement between SIMC and Citigroup
Asset Management Limited with respect to the Emerging Markets
Equity Fund is filed herewith.
(d)(51) Form of Investment Sub-Advisory Agreement between SIMC and Lee
Munder Investments, Ltd. with respect to the Small/Mid Cap
Equity Fund is herein incorporated by reference to Exhibit
(d)(50) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(52) Form of Investment Sub-Advisory Agreement between SIMC and LSV
Asset Management with respect to the Small/Mid Cap Equity Fund
is herein incorporated by reference to Exhibit (d)(51) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(d)(53) Form of Schedules A and B to the Investment Sub-Advisory
Agreement between SIMC and Martingale Asset Management, L.P.
with respect to the Small Cap and Small/Mid Cap Equity Funds
is herein incorporated by reference to Exhibit (d)(52) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(d)(54) Form of Investment Sub-Advisory Agreement between SIMC and
Wellington Management Company LLP with respect to the
Small/Mid Cap Equity Fund is herein incorporated by reference
to Exhibit (d)(53) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(55) Investment Sub-Advisory Agreement between SIMC and Wells
Capital Management, Inc. with respect to the Core Fixed Income
Fund is filed herewith.
(d)(56) Assumption Agreement dated March 28, 2003 between Goldman,
Sachs & Co. and Goldman Sachs Asset Management, L.P. with
respect to the Large Cap and the Large Cap Growth Funds is
herein incorporated by reference to Exhibit (d)(55) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(d)(57) Amendment to Investment Sub-Advisory Agreement between SIMC
and Alliance Capital Management, L.P. with respect to the
Emerging Markets Equity Fund is herein incorporated by
reference to Exhibit (d)(56) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(58) Amendment to Investment Sub-Advisory Agreement between SIMC
and Artisan Partners Limited Partnership with respect to the
Small Cap Fund is herein incorporated by reference to Exhibit
(d)(57) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
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(d)(59) Amendment to Investment Sub-Advisory Agreement between SIMC
and Barclays Global Fund Advisors with respect to the Large
Cap Index, Large Cap Value Index, and Large Cap Growth Index
Funds is herein incorporated by reference to Exhibit (d)(58)
of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(60) Amendment to Investment Sub-Advisory Agreement between SIMC
and BlackRock Advisors, Inc. with respect to the Core Fixed
Income Fund is herein incorporated by reference to Exhibit
(d)(59) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(61) Amendment to Investment Sub-Advisory Agreement between SIMC
and The Boston Company Asset Management with respect to the
Emerging Markets Equity Fund is herein incorporated by
reference to Exhibit (d)(60) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(62) Amendment to Investment Sub-Advisory Agreement between SIMC
and Capital Guardian Trust Company with respect to the
International Equity Fund is herein incorporated by reference
to Exhibit (d)(61) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(63) Amendment to Investment Sub-Advisory Agreement between SIMC
and David J. Green and Company, LLC with respect to the Small
Cap Fund is herein incorporated by reference to Exhibit
(d)(62) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(64) Amendment to Investment Sub-Advisory Agreement between SIMC
and Emerging Markets Management, L.L.C. with respect to the
Emerging Markets Equity Fund is herein incorporated by
reference to Exhibit (d)(63) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(65) Amendment to Investment Sub-Advisory Agreement between SIMC
and Goldman Sachs Asset Management with respect to the Large
Cap and Large Cap Growth Funds is herein incorporated by
reference to Exhibit (d)(64) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(66) Amendment to Investment Sub-Advisory Agreement between SIMC
and Lee Munder Investments, Ltd. with respect to the Small Cap
Fund is herein incorporated by reference to Exhibit (d)(65) of
Post Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(d)(67) Amendment to Investment Sub-Advisory Agreement between SIMC
and LSV Asset Management with respect to the Large Cap, Large
Cap Value and Small Cap Funds is herein incorporated by
reference to Exhibit (d)(66) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(68) Amendment to Investment Sub-Advisory Agreement between SIMC
and Martingale Asset Management, L.P. with respect to the
Small Cap Fund is herein incorporated by reference to Exhibit
(d)(67) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
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(d)(69) Amendment to Investment Sub-Advisory Agreement between SIMC
and Mazama Capital Management, L.P. with respect to the Small
Cap Fund is herein incorporated by reference to Exhibit
(d)(68) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(70) Amendment to Investment Sub-Advisory Agreement between SIMC
and McKinley Capital Management with respect to the Large Cap
and Large Cap Growth Funds is herein incorporated by reference
to Exhibit (d)(69) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(71) Amendment to Investment Sub-Advisory Agreement between SIMC
and McKinley Capital Management with respect to the Small Cap
Fund is herein incorporated by reference to Exhibit (d)(70) of
Post Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(d)(72) Amendment to Investment Sub-Advisory Agreement between SIMC
and Metropolitan West Asset Management with respect to the
Core Fixed Income Fund is herein incorporated by reference to
Exhibit (d)(71) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(73) Amendment to Investment Sub-Advisory Agreement between SIMC
and Montag & Caldwell, Inc. with respect to the Large Cap and
Large Cap Growth Funds is herein incorporated by reference to
Exhibit (d)(72) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(74) Amendment to Investment Sub-Advisory Agreement between SIMC
and Morgan Stanley Investment Management Inc. with respect to
the International Equity Fund is herein incorporated by
reference to Exhibit (d)(73) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(75) Amendment to Investment Sub-Advisory Agreement between SIMC
and Nicholas-Applegate Capital Management with respect to the
High Yield Bond Fund is herein incorporated by reference to
Exhibit (d)(74) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(76) Amendment to Investment Sub-Advisory Agreement between SIMC
and Nomura Corporate Research and Asset Management Inc. with
respect to the High Yield Bond Fund is herein incorporated by
reference to Exhibit (d)(75) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(77) Amendment to Investment Sub-Advisory Agreement between SIMC
and Peregrine Capital Management, Inc. with respect to the
Large Cap and Large Cap Growth Funds is herein incorporated by
reference to Exhibit (d)(76) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(78) Amendment to Investment Sub-Advisory Agreement between SIMC
and RS Investment Management, L.P. with regard to the Small
Cap Fund is herein incorporated by reference to Exhibit
(d)(77) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
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(d)(79) Amendment to Investment Sub-Advisory Agreement between SIMC
and Sanford C. Bernstein & Co., LLC with respect to the Large
Cap and Large Cap Value Funds is herein incorporated by
reference to Exhibit (d)(78) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(80) Amendment to Investment Sub-Advisory Agreement between SIMC
and Security Capital Research & Management Incorporated with
respect to the Small Cap Fund is herein incorporated by
reference to Exhibit (d)(79) of Post Effective Amendment No.
13 to Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
(d)(81) Amendment to Investment Sub-Advisory Agreement between SIMC
and Shenkman Capital Management, Inc. with respect to the High
Yield Bond Fund is herein incorporated by reference to Exhibit
(d)(80) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(82) Amendment to Investment Sub-Advisory Agreement between SIMC
and Transamerica Investment Management, LLC with respect to
the Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(81) of Post Effective
Amendment No. 13 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
(d)(83) Amendment to Investment Sub-Advisory Agreement between SIMC
and Wellington Management Company, LLP with respect to the
Small Cap Fund is herein incorporated by reference to Exhibit
(d)(82) of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041) filed
with the SEC on September 30, 2003.
(d)(84) Amendment to Investment Sub-Advisory Agreement between SIMC
and Western Asset Management Company with respect to the Core
Fixed Income Fund is herein incorporated by reference to
Exhibit (d)(83) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2003.
(d)(85) Schedule C to Investment Sub-Advisory Agreement between SIMC
and LSV Asset Management with respect to the Large Cap, Large
Cap Value, and Small Cap Funds is filed herewith.
(e)(1) Amended and Restated Distribution Agreement between the Trust
and SEI Investments Distribution Co. dated September 16, 2002
is herein incorporated by reference to Exhibit (e) of
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2002.
(e)(2) Schedule A to the Distribution Agreement between the Trust and
SEI Investments Distribution Co., as amended June 30, 2003,
is filed herewith.
(f) Not Applicable.
(g)(1) Custodian Agreement between the Trust and First Union National
Bank, N.A. with respect to the Trust's Large Cap, Small Cap,
Core Fixed Income and High Yield Bond Funds as previously
filed with Registrant's Pre-Effective Amendment No. 2 on Form
N-1A (File No. 33-58041), filed with the SEC on June 7, 1996
is herein incorporated by reference to Exhibit (8) of
Post-Effective Amendment No. 2, filed with the SEC on
September 29, 1997.
(g)(2) Custodian Agreement between the Trust and State Street Bank
and Trust Company is incorporated by reference to Exhibit
(8)(a) of Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041), filed
with the SEC on September 29, 1997.
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(h)(1) Amended and Restated Administration and Transfer Agency
Agreement between the Trust and SEI Investments Fund
Management dated September 16, 2002 is herein incorporated by
reference to Exhibit (h)(1) of Post-Effective Amendment No. 10
to Registrant's Registration Statement on Form N-1A (File No.
33-58041) filed with the SEC on September 30, 2002.
(h)(2) Form of Administrative Services Plan and Agreement between the
Trust and the Distributor relating to the Class T Shares is
herein incorporated by reference to Exhibit (h)(2) of
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2002.
(h)(3) Form of Amended Shareholder Service Plan and Agreement between
the Trust and the Distributor relating to the Class T Shares
is herein incorporated by reference to Exhibit (h)(3) of
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2002.
(h)(4) Schedule C to the Administration and Transfer Agency Agreement
between the Trust and SEI Investments Fund Management, as
amended June 30, 2003 is filed
herewith.
(i) Opinion and Consent of Counsel to be filed by later amendment.
(j) Consent of Independent Accountants to be filed by later
amendment.
(k) Not Applicable.
(l) Not Applicable.
(m) Not Applicable.
(n) Amended and Restated Rule 18f-3 Multiple Class Plan dated
November 14, 2001, as approved September 16, 2002, is herein
incorporated by reference to Exhibit (n) of Post-Effective
Amendment No. 10 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on September
30, 2002.
(o) Not Applicable.
(p)(1) The Code of Ethics for SEI Investments Company dated December
2001 is incorporated by reference to Exhibit (p)(2) of
Post-Effective Amendment No. 50 of SEI Tax Exempt Trust's
Registration Statement on Form N-1A (File Nos. 2-76990 and
811-3447), filed with the SEC on December 30, 2002 (Accession
#0001047469-02-008648).
(p)(2) The Code of Ethics for SEI Institutional Investments Trust
dated March 20, 2000 is herein incorporated by reference to
Exhibit (p)(2) of Post-Effective Amendment No. 33 of SEI
Institutional Managed Trust's Registration Statement on Form
N-1A (File Nos. 811-4878 and 33-9504), filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
(p)(3) The Code of Ethics dated 2003 for Alliance Capital Management,
L.P. is herein incorporated by reference to Exhibit (p)(3) of
Post Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(p)(4) The Code of Ethics dated 2003 for Artisan Partners Limited
Partnership is herein incorporated by reference to Exhibit
(p)(3) of Post-Effective Amendment No. 39 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A (File Nos.
811-4878 and 33-9504) filed with the SEC on August 29, 2003.
(p)(5) The Code of Ethics for Barclays Global Fund Advisors is herein
incorporated by reference to Exhibit (p)(42) of Post-Effective
Amendment No. 10 to Registrant's Registration Statement on
Form N-1A filed with the SEC on March 29, 2002.
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(p)(6) The Code of Ethics for BlackRock Advisors, Inc. is herein
incorporated by reference to Exhibit (p)(6) of Post-Effective
Amendment No. 33 of SEI Institutional Managed Trust's
Registration Statement on Form N-1A (File Nos. 811-4878 and
33-9504), filed with the SEC on July 3, 2000 (Accession
#0000912057-00-030741).
(p)(7) The Code of Ethics for The Boston Company Asset Management is
herein incorporated by reference to Exhibit (p)(8) of
Post-Effective Amendment No. 6 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 27, 2000.
(p)(8) The Code of Ethics for Capital Guardian Trust Company is
herein incorporated by reference to Exhibit (p)(5) of
Post-Effective Amendment No. 30 of SEI Institutional
International Trust's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on June 30, 2000.
(p)(9) The Code of Ethics for Citigroup Asset Management Limited is
herein incorporated by reference to Exhibit (p)(9) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(p)(10) The Code of Ethics for David J. Greene and Company, LLC is
herein incorporated by reference to Exhibit (p)(24) of
Post-Effective Amendment No. 34 of SEI Institutional Managed
Trust's Registration Statement on Form N-1A (File No.
33-9504), filed with the SEC on July 14, 2000 (Accession
#0000912057-00-032065).
(p)(11) The Code of Ethics for Emerging Markets Management, L.L.C. is
herein incorporated by reference to Exhibit (p)(33) of
Post-Effective Amendment No. 5 of SEI Insurance Products
Trust's Registration Statement on Form N-1A (File No.
333-70013), filed with the SEC on April 30, 2003.
(p)(12) Code of Ethics for Fischer Francis Trees & Watts, Inc. dated
2003 is herein incorporated by reference to Exhibit (p)(12) of
Post Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(p)(13) The Code of Ethics for Goldman Sachs Asset Management, L.P. is
herein incorporated by reference to Exhibit (p)(34) of SEI
Insurance Products Trust's Registration Statement on Form N-1A
(File Nos. 333-70013 and 811-09183) filed with the SEC on
April 30, 2003.
(p)(14) The Code of Ethics for Lee Munder Investments, Ltd. is herein
incorporated by reference to Exhibit (p)(35) of SEI Insurance
Products Trust's Registration Statement on Form N-1A (File
Nos. 333-70013 and 811-09183) filed with the SEC on April 30,
2003.
(p)(15) The Code of Ethics for LSV Asset Management L.P. is herein
incorporated by reference to Exhibit (p)(9) of Post-Effective
Amendment No. 33 of SEI Institutional Managed Trust's
Registration Statement on Form N-1A (File Nos. 811-4878 and
33-9504), filed with the SEC on July 3, 2000 (Accession
#0000912057-00-030741).
(p)(16) The Code of Ethics for Martingale Asset Management, L.P. is
herein incorporated by reference to Exhibit (p)(39) of SEI
Insurance Products Trust's Registration Statement on Form N-1A
(File Nos. 333-70013 and 811-09183) filed with the SEC on
April 30, 2003.
(p)(17) The Code of Ethics for Mazama Capital Management, Inc. is
herein incorporated by reference to Exhibit (p)(11) of
Post-Effective Amendment No. 33 of SEI Institutional Managed
Trust's Registration Statement on Form N-1A (File Nos.
811-4878 and 33-9504) filed with the SEC on July 3, 2000
(Accession #0000912057-00-030741).
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(p)(18) The Code of Ethics for McKinley Capital Management Inc. is
herein incorporated by reference to Exhibit (p)(19) of
Post-Effective Amendment No. 6 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 27, 2000.
(p)(19) Code of Ethics for Metropolitan West Asset Management LLC is
herein incorporated by reference to Exhibit (p)(21) of
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2002.
(p)(20) The Code of Ethics for Montag & Caldwell Inc. dated 2003 is
herein incorporated by reference to Exhibit (p)(20) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(p)(21) The Code of Ethics, for Morgan Stanley Investment Management
Inc. is herein incorporated by reference to Exhibit (p)(20) of
Post-Effective Amendment No. 7 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 28, 2001.
(p)(22) The Code of Ethics dated 2003 for Nicholas-Applegate Capital
Management is herein incorporated by reference to Exhibit
(p)(15) of Post-Effective Amendment No. 39 of SEI
Institutional Managed Trust's Registration Statement on Form
N-1A (File Nos. 811-4878 and 33-9504), filed with the SEC on
August 29, 2003.
(p)(23) The Code of Ethics for Nomura Corporate Resesarch & Asset
Management Inc. is herein incorporated by reference to Exhibit
(p)(14) of Post-Effective Amendment No. 33 of SEI
Institutional Managed Trust's Registration Statement on Form
N-1A (File Nos. 811-4878 and 33-9504), filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
(p)(24) The Code of Ethics for Peregrine Capital Management Inc. is
herein incorporated by reference to Exhibit (p)(30) of
Post-Effective Amendment No. 36 of SEI Institutional Managed
Trust's Registration Statement on Form N-1A (File No.
33-9504), filed with the SEC on January 29, 2001 (Accession
#0000912057-01-003276).
(p)(25) The Code of Ethics for RS Investments is herein incorporated
by reference to Exhibit (p)(16) of Post-Effective Amendment
No. 33 of SEI Institutional Managed Trust's Registration
Statement on Form N-1A (File Nos. 811-4878 and 33-9504), filed
with the SEC on July 3, 2000 (Accession
#0000912057-00-030741).
(p)(26) The Code of Ethics for Sanford C. Bernstein & Co., LLC is
herein incorporated by reference to Exhibit (p)(17) of
Post-Effective Amendment No. 33 of SEI Institutional Managed
Trust's Registration Statement on Form N-1A (File Nos.
811-4878 and 33-9504), filed with the SEC on July 3, 2000
(Accession #0000912057-00-030741).
(p)(27) The Code of Ethics dated 2003 for Security Capital Research &
Management Incorporated is herein incorporated by reference to
Exhibit (p)(21) of Post-Effective Amendment No. 39 of SEI
Institutional Managed Trust's Registration Statement on Form
N-1A (File Nos. 811-4878 and 33-9504), filed with the SEC on
August 29, 2003.
(p)(28) The Code of Ethics for Shenkman Capital Management is herein
incorporated by reference to Exhibit (p)(39) of Post-Effective
Amendment No. 7 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September 28,
2001.
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(p)(29) The Code of Ethics dated 2003 for Transamerica Investment
Management, LLC is herein incorporated by reference to Exhibit
(p)(23) of Post-Effective Amendment No. 39 to SEI
Institutional Managed Trust's Registration Statement on Form
N-1A (File Nos. 811-4878 and 33-9504) filed with the SEC on
August 29, 2003.
(p)(30) The Code of Ethics for Wellington Management Company, LLP
incorporated by reference to Exhibit (p)(3) of Post-Effective
Amendment No. 43 to SEI Daily Income Trust's Registration
Statement (File Nos. 2-77048 and 811-03451) on Form N-1A,
filed with the SEC on January 19, 2001.
(p)(31) The Code of Ethics for Wells Capital Management, Inc. is
herein incorporated by reference to Exhibit (p)(31) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on September 30, 2003.
(p)(32) The Code of Ethics dated 2003 for Western Asset Management
Company is herein incorporated by reference to Exhibit (p)(25)
of Post-Effective Amendment No. 39 to SEI Institutional
Managed Trust's Registration Statement on Form N-1A (File Nos.
811-4878 and 33-9504) filed with the SEC on August 29, 2003.
(p)(33) The Code of Ethics for Aronson+Johnson+Ortiz, LP is herein
incorporated by reference to Exhibit (p)(32) of Post-Effective
Amendment No. 12 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
(p)(34) The Code of Ethics for Franklin Portfolio Associates, LLC is
herein incorporated by reference to Exhibit (p)(33) of
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on July 29, 2003.
(p)(35) The Code of Ethics for Enhanced Investment Technologies, LLC
is herein incorporated by reference to Exhibit (p)(34) of
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on July 29, 2003.
(p)(36) The Code of Ethics for Analytic Investors, Inc. is herein
incorporated by reference to Exhibit (p)(35) of Post-Effective
Amendment No. 12 to Registrant's Registration Statement on
Form N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
(p)(37) The Code of Ethics for Prudential Investment Management, Inc.
is herein incorporated by reference to Exhibit (p)(36) of
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with the SEC
on July 29, 2003.
(p)(38) The Code of Ethics for Delaware Management Company, a series
of Delaware Management Business Trust is herein incorporated
by reference to Exhibit (p)(37) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form N-1A
(File No. 33-58041) filed with the SEC on July 29, 2003.
(p)(39) The Code of Ethics for Fisher Investments, Inc. dated 2003 is
filed herewith.
(q) Powers of Attorney for Robert A. Nesher, William M. Doran,
George J. Sullivan, Jr., F. Wendell Gooch, Rosemarie B. Greco,
Pedro A. Rodriguez, Nina Lesavoy, James M. Storey and Edward
D. Loughlin are herein incorporated by reference to Exhibit
(q) of Post-Effective Amendment No. 40 to SEI Institutional
Managed Trust's Registration Statement on Form N-1A (File No.
33-9504) filed with the SEC on November 12, 2003.
C-13
ITEM 24.
See the Prospectus and Statement of Additional Information filed herewith
regarding the Trust's control relationships. The Administrator 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 is filed as Exhibit
1 to the Registration Statement. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to trustees,
directors, officers and controlling persons of the Registrant by the Registrant
pursuant to the 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, suite 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 issues.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER AND
SUB-ADVISERS:
Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of the adviser and each sub-adviser
is or has been, at any time during the last two fiscal years, engaged for his
own account or in the capacity of director, officer, employee, partner or
trustee are as follows:
ALLIANCE CAPITAL MANAGEMENT L.P.
Alliance Capital Management L.P. ("Alliance Capital") is a sub-adviser for
the Registrant's Emerging Markets Equity and International Equity Funds. The
principal business address of Alliance Capital is 1345 Avenue of the Americas,
New York, New York 10105. Alliance Capital is an investment adviser registered
under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Lewis A. Sanders ACMC Director, Executive Officer
Chief Executive Officer,
Chief Investment Officer
Bruce W. Calvert AXA Director
Chairman ELAS Director
ACMC Director
Donald H. Brydon AXA Investment Managers S.A. Chairman of the Board, Chief
Director Executive Officer
John D. Carifa ACMC Director/Executive Officer
Director, President, Chief
Operating Officer
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NAME AND POSITION
WITH INVESTMENT ADVISER OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Henri de Castries AXA Chairman, Management Board
Director AXF Chairman of the Board
ELAS Director
Christopher M. Condron AXF Director, President, Chief
Director Executive Officer
ELAS Chairman of the Board, Chief
Executive Officer
Denis Duverne AXA Group Executive Vice President-
Director Finance, Control & Strategy
ACMC Director/Executive Officer
Richard S. Dziadzio ACMC Director/Executive Officer
Director
Alfred Harrison ACMC Director/Executive Officer
Vice Chairman/Director
Roger Hertog ACMC Director
Vice Chairman/Director
Benjamin D. Holloway Continental Companies Financial Consultant
Director ACMC Director
W. Edwin Jarmain Jarmain Group Inc. President
Director
Peter D. Noris AXF Executive Vice President, Chief
Director Investment Officer
ELAS Executive Vice President, Chief
Investment Officer
ACMC Director/Executive Officer
Frank Savage Savage Holdings LLC Chief Executive Officer
Director
Peter J. Tobin Tobin College of Business Dean
Director Administration
Stanley B. Tulin AXF Vice Chairman, Chief Financial
Director Officer
ELAS Vice Chairman, Chief Financial
Officer
ACMC Director/Executive Officer
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Dave H. Williams White Williams Private Equity Chairman, Managing Board
Chairman Emeritus Partners GmbH
ACMC Director
Kathleen A. Corbet ACMC Director/Executive Officer
Executive Vice President,
Chief Executive Officer,
Alliance Fixed Income
Investors
Gerald M. Lieberman ACMC Director/Executive Officer
Executive Vice President,
Finance & Operations
Robert H. Joseph, Jr. -- --
Senior Vice President,
Chief Financial Officer
Mark R. Manley ACMC Executive Officer
Senior Vice President,
Acting General Counsel
Alliance Capital Management -- --
Holding L. P. Limited
Partner of Alliance Capital
Alliance Capital Management Alliance Capital Management General Partner
Corporation ("ACMC") Holding L.P.
General Partner of Alliance
Capital
The Equitable Life Assurance -- --
Society of the United States
("ELAS") Parent of General
Partner
AXA Financial, Inc. ("AXF") -- --
Parent of ELAS
Lorie Slutsky The New York Community Trust President
Director
Andrew Adelson ACMC Executive Officer
Senior Vice President &
Chief Investment Officer
John Blundin ACMC Executive Officer
Executive Vice President
Marilyn Fedak ACMC Executive Officer
Senior Vice President &
Chief Investment Officer
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Thomas S. Hexner ACMC Executive Officer
Executive Vice President
Michael Laughlin ACMC Executive Officer
Executive Vice President
Marc Mayer ACMC Executive Officer
Executive Vice President
James Reilly ACMC Executive Officer
Executive Vice President
Paul Rissman ACMC Executive Officer
Executive Vice President
Christopher Toub ACMC Executive Officer
Executive Vice President
Lisa Shalett ACMC Executive Officer
Chairman/CEO of
Sanford C. Bernstein
ANALYTIC INVESTORS, INC.
Analytic Investors, Inc. ("Analytic") is a sub-adviser for the Registrant's
Large Cap Disciplined Equity Fund. The principal business address of Analytic is
700 South Flower Street, Suite 2400, Los Angeles, California 90017. Analytic is
a registered investment adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Roger G. Clarke Ensign Peak Advisors President
Chairman
Scott Powers Old Mutual (US) Holdings, Inc. Chief Executive Officer
Director Old Mutual Asset Managers Chief Executive Officer
(US) LLC
Marie Nastasi Arlt -- --
Director
Harinda de Silva -- --
Director
ARONSON+JOHNSON+ORTIZ, LP
Aronson+Johnson+Ortiz, LP ("AJO") is a sub-adviser for the Registrant's
Large Cap and Large Cap Value Funds. The principal business address of AJO is
230 South Broad Street, Twentieth Floor, Philadelphia, Pennsylvania 19102. AJO
is a registered investment adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Theodore R. Aronson -- --
Managing Principal
Portfolio Manager
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Kevin M. Johnson -- --
Principal
Portfolio Manager
Martha E. Ortiz -- --
Principal
Portfolio Manager
Stefani Cranston -- --
Principal
Accounting
Paul Dodge -- --
Principal
Operations
Gina Marie N. Moore -- --
Principal
Research
Gregory J. Rogers -- --
Principal
Trading
ARTISAN PARTNERS LIMITED PARTNERSHIP
Artisan Partners Limited Partnership ("Artisan") is a sub-adviser for the
Registrant's Small/Mid Cap Equity and Small Cap Funds. The principal business
address of Artisan is 1000 North Water Street, Suite 1770, Milwaukee, WI 53202
(Effective November 15, 2003: 875 E. Wisconsin Avenue, Suite 800, Milwaukee,
Wisconsin 53202). Artisan is an investment adviser registered under the Adviser
Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Andrew A. Ziegler Artisan Investment Corporation, President, Treasurer, Director
Managing Director Artisan's general partner
Artisan Distributors LLC Chairman, President
Artisan Funds, Inc. Chairman, Director, Chief
Executive Officer
Lawrence A. Totsky Artisan Investment Corporation Chief Financial Officer
Managing Director Artisan Distributors LLC Vice President, Chief Financial
Officer, Treasurer
Artisan Funds, Inc. Chief Financial Officer, Treasurer
Carlene M. Ziegler Artisan Investment Corporation Vice President, Director
Managing Director & Artisan Funds, Inc. Vice President, Director
Portfolio Manager
Janet D. Olsen Artisan Investment Corporation Vice President, Secretary
Managing Director Artisan Funds, Inc. General Counsel, Secretary
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BARCLAYS GLOBAL FUND ADVISORS
Barclays Global Fund Advisors ("BGFA") is a sub-adviser for the
Registrant's Large Cap Index, Large Cap Growth Index, Large Cap Value Index and
Large Cap Disciplined Equity Funds. The principal business address of BGFA is 45
Fremont Street, San Francisco, California 94105. BGFA is a registered investment
adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Blake Grossman Barclays Global Investors, N.A. Director, Chief Executive
Director Officer, President
Barclays USA, Inc. Director, Chairman, President
Barclays California Corporation Director, Chairman, President
Barclays Global Investors UK Director, Joint Chief Executive
Holdings Limited Officer
Andrew Skirton Barclays Global Investors Director
Director Barclays Global Investors Director
Australia Limited
Barclays Global Investors Director
Australia Services Limited
Barclays Global Investors Director
Australia Holding PTY Limited
Barclays Global Investors North Director
Asia Limited
Barclays USA Inc. Director
Barclays Global Investors Director
Services
Barclays California Corporation Director
Barclays Nikko Global Director
Investors Limited
Barclays Global Investors Japan Director
Trust & Banking Co., Ltd.
Barclays Global Investors Japan Director
Investment Trust & Banking
Co., Ltd.
Barclays Global Investors UK Director
Holdings Limited
Barclays Global Investors Limited Director
E-Crossnet Limited Director
Barclays Global Investors Director
Services Limited
Barclays Global Investors Director
Pensions Management
Limited
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Barclays Directors Limited Director
BGI Investment Management Director
Limited
Frank Ryan Barclays USA, Inc. Chief Financial Officer
Chief Financial Officer Barclays California Corporation Chief Financial Officer
Barclays Global Investors, N.A. Chief Financial Officer, Cashier,
Global Controller
Barclays Global Investors Chief Financial Officer
Services
Barclays Global Investors UK Global Controller
Holdings, Limited
Lois Jean Towers Barclays Global Investors Compliance Officer
Compliance Officer Services
Joanne Trimble Medero Barclays Global Investors, N.A. Chief Counsel, Secretary
Chief Counsel, Secretary Barclays Global Investors Chief Counsel, Secretary
Services
Barclays California Corporation Secretary
Barclays Global Investors Secretary
International Inc.
Theda R. Haber Barclays Global Investors Senior Counsel, Assistant
Senior Counsel, Assistant Services Secretary
Secretary Barclays Global Investors Senior Counsel, Assistant
Services, N.A. Secretary
Barclays California Corporation Assistant Secretary
Terri Lynn Slane Barclays Global Investors, N.A. Assistant Secretary
Assistant Secretary Barclays Global Investors Assistant Secretary
Services
Barclays California Corporation Principal, Assistant Secretary
BLACKROCK ADVISORS, INC.
BlackRock Advisors, Inc. ("BlackRock") is a sub-adviser for the
Registrant's Core Fixed Income, Small Cap and Small/Mid Cap Equity Funds. The
principal business address of BlackRock is 40 East 52nd Street, New York, New
York 10022. BlackRock is an investment adviser registered under the Advisers
Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Laurence D. Fink BlackRock, Inc. Chairman & CEO
Chief Executive Officer BlackRock Financial Chairman & CEO
Management, Inc.
BlackRock International, Ltd. Chairman & CEO
BlackRock Institutional CEO
Management Corporation
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
BlackRock Capital CEO
Management, Inc.
BlackRock (Japan), Inc. Chairman & CEO
BlackRock Investments, Inc. Chairman & CEO
BlackRock Funds President & Trustee
Ralph L. Sclosstein BlackRock, Inc. President & Director
President and Director BlackRock International, Ltd. President & Director
BlackRock Financial President & Director
Management, Inc.
BlackRock Institutional President & Director
Management Corporation
BlackRock Capital President & Director
Management, Inc.
BlackRock (Japan), Inc. President & Director
BlackRock Investments, Inc. Director
BlackRock Closed-End Funds Chairman & Director
BlackRock Provident Chairman & President
Institutional Funds
Robert S. Kapito BlackRock, Inc. Vice Chairman
Vice Chairman and Director BlackRock Financial Vice Chairman & Director
Management, Inc.
BlackRock Institutional Vice Chairman & Director
Management Corporation
BlackRock (Japan), Inc. Vice Chairman & Director
BlackRock's Closed-End Funds President & Director
BlackRock Capital Vice Chairman & Director
Management, Inc.
BlackRock Investments, Inc. Director
Robert P. Connolly BlackRock, Inc. Managing Director, General
Managing Director, General Counsel & Secretary
Counsel & Secretary BlackRock Financial Managing Director, General
Management, Inc. Counsel & Secretary
BlackRock Institutional Managing Director, General
Management Corporation Counsel & Secretary
BlackRock Capital Managing Director, General
Management, Inc. Counsel & Secretary
BlackRock (Japan), Inc. Managing Director, General
Counsel & Secretary
BlackRock International, Ltd. General Counsel, Secretary &
Managing Director
BlackRock Investments, Inc. General Counsel, Secretary
C-21
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Paul L. Audet BlackRock, Inc. Chief Financial Officer &
Director Managing Director
BlackRock Financial Chief Financial Officer &
Management, Inc. Managing Director
BlackRock Institutional Director
Management Corporation
BlackRock Capital Director
Management, Inc.
BlackRock (Japan), Inc. Chief Financial Officer &
Managing Director
BlackRock International, Ltd. Chief Financial Officer &
Managing Director
BlackRock Provident Treasurer
Institutional Funds
BlackRock Funds Treasurer
Laurence Carolan BlackRock Capital Managing Director & Director
Managing Director & Management, Inc.
Director BlackRock Institutional Managing Director & Director
Management Corp.
Kevin Klingert BlackRock Capital Managing Director & Director
Managing Director & Management, Inc.
Director BlackRock Institutional Managing Director & Director
Management Corp.
BlackRock, Inc. Managing Director
BlackRock Financial Managing Director
Management, Inc.
John Moran BlackRock Capital Managing Director & Director
Managing Director & Management, Inc.
Director BlackRock Institutional Managing Director, Director
Management Corp.
BlackRock, Inc. Managing Director
BlackRock Investments, Inc. President
Thomas Nevin BlackRock Capital Managing Director & Director
Managing Director & Management, Inc.
Director BlackRock Institutional Managing Director & Director
Management Corp.
BlackRock, Inc. Managing Director
BlackRock Financial Managing Director
Management, Inc.
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THE BOSTON COMPANY ASSET MANAGEMENT, LLC
The Boston Company Asset Management, LLC ("The Boston Company") is a
sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal
business address of The Boston Company is 1 Boston Place, Boston, MA 02108-4402.
The Boston Company is a registered investment adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Francis D. Antin Boston Safe Deposit and Trust Senior Vice President
Director Company
TBCAM Holdings, LLC Director
Corey Griffin Boston Safe Deposit and Trust Senior Vice President
CEO, Director Company
TBCAM Holdings, LCC Director
The Boston Company Asset President and CEO
Management, LLC
Stephen Canter Dreyfus Corporation CEO, COO, Chairman of the
Director Board
Dreyfus Trust Company Director, Chairman, President,
CEO
Newton Management Limited Director
Franklin Portfolio Associates, Director
LLC
Franklin Portfolio Holdings, Inc. Director
TBCAM Holdings, LCC Director
Mellon Capital Management Director
Corp.
Mellon Financial Corp. Vice Chairman
Mellon Equity Associates, LLP Executive Committee
Mellon Bond Associates, LLP Executive Committee
Founders Asset Management, Member of Board of Managers
LLC
John Nagoniak Franklin Portfolio Holdings LLC Director
Director Mellon Equity Associates, LLP Director
TBCAM Holdings LLC Director
Mellon Capital Management Director
Corp.
Newton Investment Director
Management Limited
Standish Mellon Asset Director
Management LLC
Standish Mellon Asset Member of Board of Managers
Management Holdings LLC
C-23
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Mellon HBV Company LTD Director
Foxstone Financial Inc. Director
Ronald O'Hanley Mellon Financial Corporation Vice Chairman
Director Newton Asset Management Director
Mellon Capital Management Director
Prime Advisors Director
Franklin Portfolio Associates Director
Mellon Equity Associates, LLP Director
TBCAM Holdings LLC Director
Mellon Global Investments Director
Buck Consultants, Inc. Director
Dreyfus Corporation Vice Chairman, Director
Mellon Global Investments Member, Director
Co., LTD
Mellon Capital Management Director
Corp.
Mellon Bank N.A. Vice Chairman, Director
Peter Higgins TBCAM Holdings, LLC Director
Director Boston Safe Deposit and Trust Vice President
The Dreyfus Corporation Portfolio Manager
David K. Henry Boston Safe Deposit and Trust Senior Vice President
Senior Vice President Company
The Dreyfus Corporation Portfolio Manager
The Boston Company Asset Senior Vice President
Management, LLC
Carolyn Kedersha The Dreyfus Corporation Portfolio Manager
Senior Vice President The Boston Company Asset Senior Vice President
Management, LLC
CAPITAL GUARDIAN TRUST COMPANY
Capital Guardian Trust Company ("CGTC") is a sub-adviser for the
Registrant's International Equity Fund. The principal business address of CGTC
is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. CGTC is a
registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Andrew F. Barth Capital International Research, Director, President and Research
Director and President Inc. Director
Michael D. Beckman The Capital Group Companies Director
Director, Senior Capital International Asset Chief Financial Officer and
Vice President Management (Canada), Inc. Secretary
C-24
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Capital Group International, Inc. Senior Vice President
Capital Guardian Trust Director
Company of Nevada
Capital International Asset Director and President
Management, Inc.
Capital International Financial Director, President and Treasurer
Services, Inc.
Michael A. Burik Capital International Financial Vice President and Secretary
Senior Vice President and Services, Inc.
Senior Counsel Capital International, Inc. Senior Vice President and Senior
Counsel
Elizabeth A. Burns -- --
Senior Vice President
Roberta A. Conroy Capital Group International, Secretary
Senior Vice President and Inc.
Senior Counsel Capital International, Inc. Senior Vice President and Senior
Counsel
Scott M. Duncan -- --
Senior Vice President
John B. Emerson Capital Guardian Trust Director and President
Senior Vice President Company, a Nevada
Corporation
Michael R. Ericksen Capital International Limited Director and President
Director and Senior
Vice President
Michael A. Felix Capital Guardian (Canada), Inc. Senior Vice President and
Senior Vice President Treasurer
and Treasurer Capital International, Inc. Director and Senior Vice
President
David I. Fisher Capital International, Inc. Director, Vice Chairman
Director, Chairman Capital International Limited Director, Vice Chairman
Capital Group International, Director, Chairman
Inc.
Capital International Director, President
Limited (Bermuda)
The Capital Group Companies, Director
Inc.
Capital International Research, Director
Inc.
Capital Group Research, Inc. Director
C-25
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Clive N. Gershon -- --
Senior Vice President
Richard N. Havas Capital International, Inc. Senior Vice President
Senior Vice President Capital International Limited Senior Vice President
Capital International Research, Senior Vice President
Inc.
Capital Guardian (Canada), Inc. Director and Senior
Vice President
Capital International Asset Director
Management (Canada), Inc.
Frederick M. Hughes, Jr. -- --
Senior Vice President
Mary M. Humphrey -- --
Senior Vice President
William H. Hurt Capital Guardian Trust Director, Chairman
Senior Vice President Company, a Nevada
Corporation
Capital Strategy Research, Inc. Director, Chairman
Peter C. Kelly Capital International, Inc. Director, Senior Vice President,
Director, Senior Vice Senior Counsel, Secretary
President, Senior Counsel Capital International Emerging Director
Markets Fund
Charles A. King -- --
Senior Vice President
Robert G. Kirby The Capital Group Companies, Senior Partner
Chairman Emeritus Inc.
Nancy J. Kyle Capital Guardian (Canada), Director, President
Director, Senior Inc.
Vice President
Karin L. Larson Capital Group Research, Inc. Director, Chairperson, President
Director Capital International Research, Director, Chairperson
Inc.
Lianne K. Mair -- --
Senior Vice President
James R. Mulally Capital International Limited Senior Vice President
Director, Senior
Vice President
Shelby Notkin Capital Guardian Trust Director
Director, Senior Company, a Nevada
Vice President Corporation
C-26
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Michael E. Nyeholt -- --
Senior Vice President
Mary M. O'Hern Capital International Limited Senior Vice President
Senior Vice President Capital International, Inc. Senior Vice President
Jeffrey C. Paster -- --
Senior Vice President
Jason M. Pilalas Capital International Research, Senior Vice President
Director Inc.
Paula B. Pretlow -- --
Senior Vice President
George L. Romine, Jr. -- --
Senior Vice President
Robert Ronus Capital Guardian (Canada), Inc. Director, Chairman
Director, Vice Chairman The Capital Group Companies, Director, Non-Executive
Inc. Chairman
Capital Group International, Inc. Director
Capital International, Inc. Senior Vice President
Capital International Limited Senior Vice President
Capital International S.A. Senior Vice President
Theodore R. Samuels Capital Guardian Trust Director
Director, Senior Company, a Nevada
Vice President Corporation
Lionel A. Sauvage Capital International, Inc. Senior Vice President
Director, Senior Capital International Research, Director
Vice President Inc.
John H. Seiter The Capital Group Companies Director
Director, Executive
Vice President
Karen L. Sexton -- --
Senior Vice President
Lawrence R. Solomon Capital International Research, Senior Vice President
Director, Vice President Inc.
Capital Management Services, Director
Inc.
Eugene P. Stein The Capital Group Companies, Director
Director, Vice Chairman Inc.
Andrew P. Stenovec -- --
Senior Vice President
C-27
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Jill A. Sumiyasu -- --
Senior Vice President
Phillip A. Swan -- --
Senior Vice President
Shaw B. Wagener The Capital Group Companies, Director
Director Inc.
Capital International Director
Management Company S. A.
Capital International, Inc. Director, Chairman
Capital Group International, Inc. Director, Senior Vice President
Eugene M. Waldron -- --
Senior Vice President
Alan J. Wilson Capital International Research, Director, Executive Vice
Director, Vice President Inc. President, Research
Director--U.S.
CITIGROUP ASSET MANAGEMENT LIMITED
Citigroup Asset Management Limited ("Citigroup") is a sub-adviser for the
Registrant's Emerging Markets Equity Fund. The principal business address of
Citigroup is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB,
United Kingdom. Citigroup is a registered investment adviser under the Advisers
Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Linda Davies -- --
General Counsel, European
Management Committee
Member
Richard McNamara -- --
Director, Finance Officer
and European Management
Committee Member
Michael McElroy -- --
Director, Head of Equity
Investment and European
Management Committee
Member
May Steele -- --
Head of Human Resources,
European Management
Committee Member
C-28
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Christopher Parker -- --
Director, Head of Non-US
Fixed Income and European
Management Committee
Member
John Nestor Citigroup Asset Management Business Head
Director and Chief Europe
Executive Officer
Margaret Adams -- --
Head of Operations,
European Management
Committee Member
Charles Neher -- --
Head of Technology,
European Management
Committee Member
Ursula Schliessler -- --
Director, Business Manager
and European Management
Committee Member
Paula Marsh -- --
Compliance Officer,
European Management
Committee Member
DAVID J. GREENE AND COMPANY, LLC
David J. Greene and Company, LLC ("D.J. Greene") is a sub-adviser for the
Registrant's Small Cap Fund. The principal business address of D.J. Greene is
599 Lexington Avenue, 12th Floor, New York, NY 10022. D.J. Greene is an
investment adviser registered under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Michael C. Greene -- --
Chief Executive Officer
Alan I. Greene -- --
Chairman of Investment
Committee
Marcia R. Dachs, CPA -- --
Chief Financial Officer
E. Stephen Walsh -- --
Chief Administrative Officer,
Compliance Principal
C-29
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
David R. Pedowitz -- --
Research Analyst
Erwin A. Zeuschner -- --
Portfolio Manager
Robert J. Ravitz, CFA -- --
Research Analyst
Benjamin H. Nahum -- --
Research Analyst
Jordan F. Posner -- --
Research Analyst
James R. Greene -- --
Portfolio Manager
Stanley G. Lee -- --
Portfolio Manager
Clarissa Moore -- --
Director of Marketing &
Client Services
Jack Estes -- --
Marketing Principal
Pong Chan -- --
Director of Information
Technology
DELAWARE MANAGEMENT COMPANY
Delaware Management Company, a series of Delaware Management Business
Trust, ("DMC") is a sub-adviser for the Registrant's Small Cap and Small/Mid Cap
Equity Funds. The principal business address of DMC is One Commerce Square, 2005
Market Street, Philadelphia, Pennsylvania 19103. DMC is a registered investment
adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Jude T. Driscoll Delaware Management Business President, CEO, Director,
Chief Executive Officer Trust Trustee
DIAL Holding Company, Inc. President, CEO, Director, Trustee
Delaware General President, CEO, Director, Trustee
Management, Inc.
Delaware Management CEO, Director, Trustee
Company, Inc.
Delaware Investments Family of Chairman
Funds
C-30
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Delaware Management Holdings, President, CEO, Director/Trustee
Inc.
DMH Corp President, CEO, Director/Trustee
Delaware Investments U.S., Inc. President, CEO, Director/Trustee
Delaware Distributors, Inc. President, CEO, Director/Trustee
Lincoln National Investment President, CEO, Director/Trustee
Companies, Inc.
Delaware Investment Advisers President, CEO
Delaware Capital Management President, CEO
Delaware Distributors, L.P. Director
Delaware Lincoln Cash President
Management
Delaware Service Company, Inc. Director
Retirement Financial Services, Director
Inc.
LNC Administrative Services Director
Corporation
HYPPCO Finance Company Ltd. Director
John C.E. Campbell Delaware Investment Advisers Executive Vice President, Global
Executive Vice President, Marketing & Client Services
Global Marketing &
Client Services
Patrick P. Coyne Delaware Management Business Managing Director-Fixed Income
Senior Vice President, Trust
Deputy Chief Investment Delaware Investments Family of Senior Vice President, Deputy
Officer-Fixed Income Funds CIO
Delaware Investment Advisers Managing Director, Deputy
CIO-Fixed Income
Delaware Capital Management Managing Director, Deputy
CIO-Fixed Income
Delaware Management Holdings, Managing Director-Fixed Income
Inc.
Lincoln National Investment Managing Director-Fixed Income
Companies, Inc.
Gerald S. Frey Delaware Management Business Managing Director/CIO-Growth
Managing Director/ Trust Investing
CIO-Growth Investing Delaware Investment Advisers Managing Director/CIO-Growth
Investing
Delaware Capital Management Managing Director/CIO-Growth
Investing
Delaware Management Holdings, Managing Director/CIO-Growth
Inc. Investing
C-31
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Lincoln National Investment Managing Director/CIO-Growth
Companies, Inc. Investing
Delaware Investments Family of Managing Director/CIO-Growth
Funds Investing
Lisa O. Brinkley Delaware Management Business Senior Vice President,
Senior Vice President, Trust Compliance Director
Compliance Director Delaware Investment Advisers Senior Vice President,
Compliance Director
Delaware Capital Management Senior Vice President,
Compliance Director
Delaware Lincoln Cash Senior Vice President,
Management Compliance Director
Delaware Management Holdings, Senior Vice President,
Inc. Compliance Director
DMH Corp. Senior Vice President,
Compliance Director
Delaware Management Company, Senior Vice President,
Inc. Compliance Director
Delaware Service Company, Inc. Senior Vice President,
Compliance Director
Retirement Financial Services, Senior Vice President,
Inc. Compliance Director
Delaware Distributors, L.P. Senior Vice President,
Compliance Director
Delaware Distributors, Inc. Senior Vice President,
Compliance Director
Delaware General Management, Senior Vice President,
Inc. Compliance Director
DIAL Holding Company, Inc. Senior Vice President,
Compliance Director
Lincoln National Investment Senior Vice President,
Companies, Inc. Compliance Director
LNC Administrative Services Senior Vice President,
Corporation Compliance Director
Delaware Investments U.S. Senior Vice President,
Compliance Director
Delaware Investments Family of Senior Vice President,
Funds Compliance Director
Delaware Management Trust Senior Vice President,
Company Compliance Director,
Assistant Secretary
Joseph H. Hastings Delaware Management Business Senior Vice President,
Senior Vice President, Trust Treasurer, Controller
Treasurer, Controller Delaware Lincoln Cash Senior Vice President, Treasurer,
Management Controller
C-32
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Delaware Capital Management Senior Vice President, Treasurer,
Controller
Delaware Management Holdings, Senior Vice President, Treasurer,
Inc. Controller
DMH Corp. Senior Vice President, Treasurer,
Controller
Delaware Management Company, Senior Vice President, Treasurer,
Inc. Controller
Delaware Service Company, Inc. Senior Vice President, Treasurer,
Controller
Delaware Distributors, L.P. Senior Vice President, Treasurer,
Controller
Delaware Distributors, Inc. Senior Vice President, Treasurer,
Controller
Delaware General Management, Senior Vice President, Treasurer,
Inc. Controller
Delaware Investments U.S., Inc. Senior Vice President, Treasurer,
Controller
DIAL Holding Company, Inc. Senior Vice President, Treasurer,
Controller
Lincoln National Investment Senior Vice President, Treasurer,
Companies, Inc. Controller
LNC Administrative Services Senior Vice President, Treasurer,
Corporation Controller
Delaware Management Trust Executive Vice President, Chief
Company Financial Officer, Treasurer,
Director
Retirement Financial Services, Executive Vice President, Chief
Inc. Financial Officer
Delaware International Senior Vice President, Treasurer,
Holdings Ltd. Corporate Controller
Delaware Investment Advisors Senior Vice President, Controller
Delaware Investments Family of Senior Vice President, Controller
Funds
Joanne O. Hutcheson Delaware Management Business Senior Vice President, Human
Senior Vice President, Trust Resources
Human Resources Delaware Investment Advisers Senior Vice President, Human
Resources
Delaware Capital Management Senior Vice President, Human
Resources
Delaware Lincoln Cash Senior Vice President, Human
Management Resources
Delaware Management Senior Vice President, Human
Holdings, Inc. Resources
C-33
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
DMH Corp. Senior Vice President, Human
Resources
Delaware Management Company, Senior Vice President, Human
Inc. Resources
Delaware Service Company, Inc. Senior Vice President, Human
Resources
Retirement Financial Services, Senior Vice President, Human
Inc. Resources
Delaware Management Trust Senior Vice President, Human
Company Resources
Delaware Distributors, L.P. Senior Vice President, Human
Resources
Delaware Distributors, Inc. Senior Vice President, Human
Resources
Delaware General Management, Senior Vice President, Human
Inc. Resources
Delaware Investments U.S., Inc. Senior Vice President, Human
Resources
DIAL Holding Company, Inc. Senior Vice President, Human
Resources
Lincoln National Investment Senior Vice President, Human
Companies, Inc. Resources
LNC Administrative Services Senior Vice President, Human
Corporation Resources
Delaware Investments Family of Senior Vice President, Human
Funds Resources
Richelle S. Maestro Delaware Investment Advisers Senior Vice President, General
Senior Vice President, Counsel, Secretary
General Counsel, Delaware Lincoln Cash Senior Vice President, General
Secretary Management Counsel, Secretary
Delaware Management Senior Vice President, General
Holdings, Inc. Counsel, Secretary
DMH Corp., Inc. Senior Vice President, General
Counsel, Secretary
Delaware Management Trust Senior Vice President, General
Company Counsel, Secretary
Delaware Management Business Senior Vice President, General
Trust Counsel, Secretary
Lincoln National Investment Senior Vice President, General
Companies, Inc. Counsel, Secretary
DIAL Holding Company Senior Vice President, Deputy
General Counsel, Secretary
Delaware Investments U.S., Inc. Senior Vice President, Deputy
General Counsel, Secretary
C-34
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Delaware General Management, Senior Vice President, Deputy
Inc. General Counsel, Secretary
Delaware Management Company, Senior Vice President, Deputy
Inc. General Counsel, Secretary
Delaware Service Company, Inc. Senior Vice President, Deputy
General Counsel, Secretary
Retirement Financial Services, Senior Vice President, Deputy
Inc. General Counsel, Secretary
LNC Administrative Services Senior Vice President, Deputy
Corporation General Counsel, Secretary
Delaware Investments Family of Senior Vice President, Deputy
Funds General Counsel, Secretary
Delaware International Senior Vice President, Deputy
Holdings Ltd. General Counsel, Assistant
Secretary
Delaware Distributors, Inc. Senior Vice President, General
Counsel, Secretary, Director
Delaware Capital Management Senior Vice President, General
Counsel, Secretary, Director
Delaware Distributors, L.P. Senior Vice President, General
Counsel, Secretary
Tri-R Associates General Partner
David F. Connor Delaware Management Business Vice President, Deputy General
Vice President, Deputy Trust Counsel, Assistant Secretary
General Counsel, Assistant Delaware Investment Advisers Vice President, Deputy General
Secretary Counsel, Assistant Secretary
Delaware Lincoln Cash Vice President, Deputy General
Management Counsel, Assistant Secretary
Delaware Capital Management Vice President, Deputy General
Counsel, Assistant Secretary
Delaware Management Vice President, Deputy General
Holdings, Inc. Counsel, Assistant Secretary
DMH Corp. Vice President, Deputy General
Counsel, Assistant Secretary
DIAL Holding Company, Inc. Vice President, Deputy General
Counsel, Assistant Secretary
Delaware Investments U.S., Inc. Vice President, Deputy General
Counsel, Assistant Secretary
Delaware Management Company, Vice President, Deputy General
Inc. Counsel, Assistant Secretary
Delaware Service Company, Inc. Vice President, Deputy General
Counsel, Assistant Secretary
Retirement Financial Services, Vice President, Deputy General
Inc. Counsel, Assistant Secretary
C-35
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Delaware Management Trust Vice President, Deputy General
Company Counsel, Assistant Secretary
Delaware Distributors, L.P. Vice President, Deputy General
Counsel, Assistant Secretary
Delaware Distributors, Inc. Vice President, Deputy General
Counsel, Assistant Secretary
Delaware General Management, Vice President, Deputy General
Inc. Counsel, Assistant Secretary
Lincoln National Investment Vice President, Deputy General
Companies, Inc. Counsel, Assistant Secretary
LNC Administrative Services Vice President, Deputy General
Corporation Counsel, Assistant Secretary
Delaware Investments Family of Vice President, Deputy General
Funds Counsel, Assistant Secretary
Lincoln National Income Fund, Secretary
Inc.
Lincoln National Convertible Secretary
Securities Fund, Inc.
David P. O'Connor Delaware Management Business Vice President, Associate
Vice President, Associate Trust General Counsel, Assistant
General Counsel, Assistant Secretary
Secretary Delaware Investment Advisers Vice President, Associate General
Counsel, Assistant Secretary
Delaware Lincoln Cash Vice President, Associate General
Management Counsel, Assistant Secretary
Delaware Capital Management Vice President, Associate General
Counsel, Assistant Secretary
Delaware Management Holdings, Vice President, Associate General
Inc. Counsel, Assistant Secretary
DMH Corp. Vice President, Associate General
Counsel, Assistant Secretary
Delaware Management Company, Vice President, Associate General
Inc. Counsel, Assistant Secretary
Delaware Service Company Inc. Vice President, Associate General
Counsel, Assistant Secretary
Retirement Financial Services, Vice President, Associate General
Inc. Counsel, Assistant Secretary
Delaware Distributors, L.P. Vice President, Associate General
Counsel, Assistant Secretary
Delaware Distributors, Inc. Vice President, Associate General
Counsel, Assistant Secretary
Delaware General Management, Vice President, Associate General
Inc. Counsel, Assistant Secretary
Delaware Investments U.S., Inc. Vice President, Associate General
Counsel, Assistant Secretary
C-36
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
DIAL Holding Company, Inc. Vice President, Associate General
Counsel, Assistant Secretary
Lincoln National Investment Vice President, Associate General
Companies, Inc. Counsel, Assistant Secretary
LNC Administrative Services Vice President, Associate General
Corporation Counsel, Assistant Secretary
Delaware Investments Family of Vice President, Associate General
Funds Counsel, Assistant Secretary
Kevin S. Lee Delaware Management Business Vice President, Assistant
Vice President, Assistant Trust Controller
Controller Delaware Investment Advisers Vice President, Assistant
Controller
Delaware Lincoln Cash Vice President, Assistant
Management Controller
Delaware Capital Management, Vice President, Assistant
Inc. Controller
Delaware Management Holdings, Vice President, Assistant
Inc. Controller
DMH Corp. Vice President, Assistant
Controller
DIAL Holding Company, Inc. Vice President, Assistant
Controller
Delaware Investments U.S., Inc. Vice President, Assistant
Controller
Delaware Management Company, Vice President, Assistant
Inc. Controller
Delaware Service Company, Inc. Vice President, Assistant
Controller
Retirement Financial Services, Vice President, Assistant
Inc. Controller
Delaware Management Trust Vice President, Assistant
Company Controller
Delaware Distributors, L.P. Vice President, Assistant
Controller
Delaware Distributors, Inc. Vice President, Assistant
Controller
Delaware General Management, Vice President, Assistant
Inc. Controller
Lincoln National Investment Vice President, Assistant
Companies, Inc. Controller
LNC Administrative Services Vice President, Assistant
Corporation Controller
C-37
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Brian L. Murray. Jr. Delaware Management Business Vice President, Associate General
Vice President, Associate Trust Counsel, Assistant Secretary
General Counsel, Assistant
Secretary Delaware Investment Advisers Vice President, Associate General
Counsel, Assistant Secretary
Delaware Capital Management Vice President, Associate General
Counsel, Assistant Secretary
Delaware Service Company, Vice President, Associate General
Inc. Counsel, Assistant Secretary
Delaware Distributors, Inc. Vice President, Associate General
Counsel, Assistant Secretary
Retirement Financial Services, Vice President, Associate General
Inc. Counsel, Assistant Secretary
Delaware Distributors, L.P. Vice President, Associate General
Counsel, Assistant Secretary
Delaware Investments Family of Vice President, Associate General
Funds Counsel, Assistant Secretary
Richard Salus Delaware Management Business Vice President, Assistant
Vice President, Assistant Trust Controller
Controller Delaware Investment Advisers Vice President, Assistant
Controller
Delaware Lincoln Cash Vice President, Assistant
Management Controller
Delaware Capital Management Vice President, Assistant
Controller
Delaware Management Holdings, Vice President, Assistant
Inc. Controller
DMH Corp. Vice President, Assistant
Controller
Delaware Management Company, Vice President, Assistant
Inc. Controller
Delaware Service Company, Inc. Vice President, Assistant
Controller
Retirement Financial Service, Inc. Vice President, Assistant
Controller
Delaware Management Trust Vice President, Assistant
Company Controller
Delaware Distributors, L.P. Vice President, Assistant
Controller
Delaware Distributors, Inc. Vice President, Assistant
Controller
Delaware International Holdings Vice President, Assistant
Ltd. Controller
Delaware General Management, Vice President, Assistant
Inc. Controller
C-38
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Delaware Investments U.S., Inc. Vice President, Assistant
Controller
DIAL Holding Company, Inc. Vice President, Assistant
Controller
Lincoln National Investment Vice President, Assistant
Companies, Inc. Controller
LNC Administrative Services Vice President, Assistant
Corporation Controller
Richard D. Seidel Delaware Investment Advisers Vice President, Assistant
Vice President, Assistant Controller, Manager-Payroll
Controller, Manager-Payroll Delaware Lincoln Cash Vice President, Assistant
Management Controller, Manager-Payroll
Delaware Investments U.S., Inc. Vice President, Assistant
Controller, Manager-Payroll
Delaware General Management, Vice President, Assistant
Inc. Controller, Manager-Payroll
Delaware Distributors, Inc. Vice President, Assistant
Controller, Manager-Payroll
Delaware Management Business Vice President, Assistant
Trust Controller, Manager-Payroll
Retirement Financial Services, Vice President, Assistant
Inc. Controller, Manager-Payroll
Lincoln Investment Companies, Vice President, Assistant
Inc. Controller, Manager-Payroll
LNC Administrative Services Vice President, Assistant
Corporation Controller, Manager-Payroll
Delaware Capital Management Vice President, Assistant
Treasurer
Delaware Management Holdings, Vice President, Assistant
Inc. Treasurer
DMH Corp. Vice President, Assistant
Treasurer
DIAL Holding Company, Inc. Vice President, Assistant
Treasurer
Delaware Service Company, Inc. Vice President, Assistant
Treasurer
Delaware Distributors, L.P. Vice President, Assistant
Treasurer
Joel A. Ettinger Delaware Investment Advisers Vice President, Taxation
Vice President, Taxation Delaware Lincoln Cash Vice President, Taxation
Management
Delaware Capital Management, Vice President, Taxation
Inc.
C-39
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Delaware Management Vice President, Taxation
Holdings, Inc.
DMH Corp. Vice President, Taxation
DIAL Holding Company, Inc. Vice President, Taxation
Delaware Investments U.S., Inc. Vice President, Taxation
Delaware Management Company, Vice President, Taxation
Inc.
Delaware Service Company, Vice President, Taxation
Inc.
Retirement Financial Services, Vice President, Taxation
Inc.
Delaware Distributors, L.P. Vice President, Taxation
Delaware Distributors, Inc. Vice President, Taxation
Delaware General Management, Vice President, Taxation
Inc.
Delaware Management Business Vice President, Taxation
Trust
Lincoln National Investment Vice President, Taxation
Companies, Inc.
LNC Administrative Services Vice President, Taxation
Corporation
Delaware Investments Family of Vice President, Taxation
Funds
Lincoln National Income Fund Assistant Secretary
Lincoln National Convertible Assistant Secretary
Securities Fund, Inc.
Douglas L. Anderson Delaware Service Company, Inc. Senior Vice President, Operations
Senior Vice President, Delaware Distributors, L.P. Senior Vice President, Operations
Operations Delaware Distributors, Inc. Senior Vice President, Operations
Retirement Financial Services, Senior Vice President, Operations
Inc.
Delaware Management Trust Senior Vice President, Operations,
Company Director
Robert R. Arnold Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Capital Management Senior Vice President, Senior
Portfolio Manager
Delaware Investments Family of Senior Vice President, Senior
Funds Portfolio Manager
Marshall T. Bassett Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Investments Family of Senior Vice President, Senior
Funds Portfolio Manager
C-40
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Christopher S. Beck Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Capital Management Senior Vice President, Senior
Portfolio Manager
Delaware Investments Family of Senior Vice President, Senior
Funds Portfolio Manager
Michael P. Bishof Delaware Capital Management Senior Vice President, Investment
Senior Vice President, Accounting
Investment Accounting Delaware Service Company, Inc. Senior Vice President, Investment
Accounting
Delaware Distributors, L.P. Senior Vice President, Investment
Accounting
Delaware Investment Advisers Senior Vice President, Treasurer,
Investment Accounting
Delaware International Senior Vice President, Manager of
Holdings Ltd. Investment Accounting
Delaware Investments Family of Senior Vice President, Treasurer
Funds
Lincoln National Income Fund, Treasurer
Inc.
Lincoln National Convertible Treasurer
Securities Fund, Inc.
Ryan K. Brist Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Investments Family of Senior Vice President, Senior
Funds Portfolio Manager
Lincoln National Income Fund, Vice President
Inc.
Timothy G. Connors Delaware Capital Management, Senior Vice President, Chief
Senior Vice President, Inc. Investment Officer-Value
Chief Investment Investing
Officer-Value Investing Delaware Investments Family of Senior Vice President, Chief
Funds Investment Officer-Value
Investing
Delaware Investment Advisers Senior Vice President, Chief
Investment Officer-Value
Investing
Nancy M. Crouse Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
C-41
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
George E. Deming Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Investments Family of Senior Vice President, Senior
Funds Portfolio Manager
Delaware International Advisers Director
Ltd.
Robert J. DiBraccio Delaware Investment Advisers Senior Vice President, Head of
Senior Vice President, Equity Trading
Head of Equity Trading Delaware Lincoln Investment Senior Vice President, Head of
Advisers Equity Trading
Delaware Capital Management Senior Vice President, Head of
Equity Trading
J. Paul Dokas Delaware Investment Advisers Senior Vice President, Director of
Senior Vice President, Research-Quantitative
Director of Delaware Lincoln Investment Senior Vice President, Director of
Research-Quantitative Advisers Research-Quantitative
Delaware Investments Family of Senior Vice President, Director of
Funds Research-Quantitative
John B. Fields Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Investments Family of Senior Vice President, Senior
Funds Portfolio Manager
Delaware Management Business Trustee
Trust
John A. Heffern Delaware Investment Advisers Senior Vice President, Portfolio
Senior Vice President, Manager
Portfolio Manager Delaware Investments Family of Senior Vice President, Portfolio
Funds Manager
Karina J. Istvan Delaware Investment Advisers Senior Vice President, Retail
Senior Vice President, Investors Services
Retail Investors Services Delaware Capital Management Senior Vice President, Retail
Investors Services
Delaware Distributors, Inc. Senior Vice President, Retail
Investors Services
Retirement Financial Services, Senior Vice President, Retail
Inc. Investors Services
Delaware Distributors, L.P. Senior Vice President, Retail
Investors Services
Delaware Investments Family of Senior Vice President, Retail
Funds Investors Services
C-42
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Susan L. Natalini Delaware Investment Advisers Senior Vice President, Global
Senior Vice President, Marketing & Client Services
Global Marketing &
Client Services
Michael S. Morris Delaware Investment Advisers Senior Vice President, Portfolio
Senior Vice President, Manager
Portfolio Manager Delaware Investments Family of Vice President, Senior Equity
Funds Analyst
John J. O'Connor Delaware Service Company, Inc. Senior Vice President, Investment
Senior Vice President, Accounting
Investment Accounting Delaware Investment Advisers Senior Vice President, Investment
Accounting, Assistant Treasurer
Delaware Investments Family of Senior Vice President, Assistant
Funds Treasurer
Lincoln National Income Fund, Assistant Treasurer
Inc.
Lincoln National Convertible Assistant Treasurer
Securities Fund, Inc.
Timothy L. Rabe Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Portfolio Manager
Senior Portfolio Manager Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
Paul M. Ross Delaware Investment Advisers Senior Vice President, Global
Senior Vice President, Marketing & Client Services
Global Marketing &
Client Services
James L. Shields Delaware Investment Advisers Senior Vice President, Chief
Senior Vice President, Information Officer
Chief Information Officer Delaware Capital Management Senior Vice President, Chief
Information Officer
Delaware Service Company, Inc. Senior Vice President, Chief
Information Officer
Retirement Financial Services, Senior Vice President, Chief
Inc. Information Officer
Delaware Distributors, L.P. Senior Vice President, Chief
Information Officer
David Starer Delaware Investment Advisers Senior Vice President, Portfolio
Senior Vice President, Manager, Senior Equity Analyst
Portfolio Manager, Senior Delaware Investments Family Senior Vice President, Portfolio
Equity Analyst of Funds Manager, Senior Equity Analyst
C-43
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Ward W. Tatge Delaware Investment Advisers Senior Vice President, Senior
Senior Vice President, Research Analyst
Senior Research Analyst Delaware Investment Family Senior Vice President, Senior
of Funds Research Analyst
Gary T. Abrams Delaware Investment Advisers Vice President, Equity Trader
Vice President,
Equity Trader
Christopher S. Adams Delaware Investment Advisers Vice President, Senior Equity
Vice President, Analyst
Senior Equity Analyst Delaware Investments Family of Vice President, Senior Equity
Funds Analyst
Damon J. Andres Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Investments Family of Vice President, Portfolio Manager
Portfolio Manager Funds
Joseph Baxter Delaware Investment Advisers Vice President, Senior Municipal
Vice President, Bond Trader
Portfolio Manager
Richard E. Biester Delaware Investment Advisers Vice President, Equity Trader
Vice President,
Equity Trader
Vincent A. Brancaccio Delaware Investment Advisers Vice President, Senior Equity
Vice President, Trader
Senior Equity Trader
Michael P. Buckley Delaware Investment Advisers Vice President, Portfolio
Vice President, Manager, Senior Municipal
Portfolio Manager, Bond Analyst
Senior Municipal Bond Delaware Investments Family of Vice President, Portfolio
Analyst Funds Manager, Senior Municipal
Bond Analyst
MaryEllen M. Carrozza Delaware Investment Advisers Vice President, Client Services
Vice President, Delaware General Management, Vice President, Client Services
Client Services Inc.
Delaware Investments Family of Vice President, Client Services
Funds
Stephen R. Cianci Delaware Investment Advisers President, Senior Portfolio
President, Senior Manager
Portfolio Manager Delaware Investments Family of President, Senior Portfolio
Funds Manager
Delaware Capital Management Vice President, Portfolio Manager
C-44
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Mitchell L. Conery Delaware Investment Advisers Vice President, Senior Portfolio
Vice President, Senior Manager
Portfolio Manager Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
Scott E. Decatur Delaware Investment Advisers Vice President, Senior Equity
Vice President, Senior Analyst
Equity Analyst Delaware Investments Family of Vice President, Senior Equity
Funds Analyst
Joseph F. DeMichele Delaware Investment Advisers Vice President, Senior High
Vice President, High Grade Grade Trading
Trading
Phoebe W. Figland Delaware Service Company, Inc. Vice President, Investment
Vice President, Accounting
Investment Accounting Delaware Investments Family of Vice President, Investment
Funds Accounting
Lincoln National Income Fund, Assistant Secretary
Inc.
Lincoln National Convertible Assistant Secretary
Securities Fund, Inc.
Joseph Fiorilla Delaware Investment Advisers Vice President, Trading
Vice President, Operations
Trading Operations
Charles E. Fish Delaware Investment Advisers Vice President, Senior Equity
Vice President, Trader
Senior Equity Trader
Clifford M. Fisher Delaware Investment Advisers Vice President, Senior Bond
Vice President, Senior Trader
Bond Trader
Denise A. Franchetti Delaware Investment Advisers Vice President, Portfolio
Vice President, Manager, Municipal Bond
Portfolio Manager, Credit Analyst
Municipal Bond Credit Delaware Investments Family of Vice President, Portfolio
Analyst Funds Manager, Municipal Bond
Credit Analyst
Brian Funk Delaware Investment Advisers Vice President, High Yield
Vice President, Analyst
High Yield Analyst Delaware Investments Family of Vice President, High Yield
Funds Analyst
C-45
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
James A. Furgele Delaware Investment Advisers Vice President, Investment
Vice President, Accounting
Investment Accounting Delaware Service Company, Inc. Vice President, Investment
Accounting
Delaware Investments Family of Vice President, Investment
Funds Accounting
Brent C. Garrells Delaware Investment Advisers Vice President, High Yield
Vice President, Analyst
High Yield Analyst Delaware Investments Family of Vice President, High Yield
Funds Analyst
Stuart M. George Delaware Investment Advisers Vice President, Equity Trader
Vice President,
Equity Trader
Robert E. Ginsberg Delaware Investment Advisers Vice President, Senior Equity
Vice President, Senior Analyst
Equity Analyst Delaware Investments Family of Vice President, Senior Equity
Funds Analyst
Barry Gladstein Delaware Investment Advisers Vice President, Equity Analyst
Vice President, Delaware Capital Management Vice President, Equity Analyst
Equity Analyst Delaware Investments Family of Vice President, Equity Analyst
Funds
Paul Grillo Delaware Investment Advisers Vice President, Senior Portfolio
Vice President, Senior Manager
Portfolio Manager Delaware Capital Management Vice President, Senior Portfolio
Manager
Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
Brian T. Hannon Delaware Investment Advisers Vice President, Equity Analyst
Vice President, Delaware Investments Family of Vice President, Equity Analyst
Equity Analyst Funds
Jonathan Hatcher Delaware Investment Advisers Vice President, Senior High Yield
Vice President, Senior Trader
High Yield Trader
Francis J. Houghton, Jr. Delaware Investment Advisers Vice President, Senior Portfolio
Vice President, Senior Manager
Portfolio Manager Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
Jeffrey W. Hynoski Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Investments Family of Vice President, Portfolio
Portfolio Manager Funds Manager
C-46
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Cynthia Isom Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Investments Family of Vice President, Portfolio Manager
Portfolio Manager Funds
Audrey E. Kohart Delaware Investment Advisers Vice President, Assistant
Vice President, Assistant Controller-Corporate
Controller-Corporate Accounting
Accounting
Steven T. Lampe Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Capital Management Vice President, Portfolio Manager
Portfolio Manager Delaware Investments Family of Vice President, Portfolio Manager
Funds
SooHee Lee-Lim Delaware Investment Advisers Vice President, Client Services
Vice President,
Client Services
Andrew M. McCullagh, Jr. Delaware Investment Advisers Vice President, Senior Portfolio
Vice President, Senior Manager
Portfolio Manager Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
Francis X. Morris Delaware Investment Advisers Vice President, Senior Portfolio
Vice President, Senior Manager
Portfolio Manager Delaware General Management, Vice President, Senior Portfolio
Inc. Manager
Delaware Investments Family of Vice President, Senior Portfolio
Funds Manager
Delaware Capital Management Vice President, Senior Equity
Analyst
John R. Murray Delaware Investment Advisers Assistant Vice President, Senior
Vice President, Senior Equity Analyst
Equity Analyst
Philip O. Obazee Delaware Investment Advisers Vice President, Derivatives
Vice President, Manager
Derivatives Manager Delaware Investments Family of Vice President, Derivatives
Funds Manager
Kevin C. Schildt Delaware Investment Advisers Vice President, Senior Municipal
Vice President, Senior Credit Analyst
Municipal Credit Analyst Delaware Investments Family of Vice President, Senior Research
Funds Analyst
Robert D. Schwartz Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Investments Family of Vice President, Portfolio
Portfolio Manager Funds Manager
Lincoln National Convertible Vice President
Securities Fund, Inc.
C-47
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Brenda L. Sprigman Delaware Investment Advisers Vice President, Business
Vice President, Business Manager-Fixed Income
Manager-Fixed Income
Matthew J. Stephens Delaware Investment Advisers Vice President, Senior High
Vice President, Senior Grade Analyst
High Grade Analyst Delaware Investments Family of Vice President, Senior High
Funds Grade Analyst
Michael T. Taggart Delaware Investment Advisers Vice President, Facilities &
Vice President, Facilities & Administrative Services
Administrative Services Delaware Service Company, Inc. Vice President, Facilities &
Administrative Services
Delaware Distributors, L.P. Vice President, Facilities &
Administrative Services
Delaware Distributors, Inc. Vice President, Facilities &
Administrative Services
Thomas J. Trotman Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Investments Family of Vice President, Portfolio Manager
Portfolio Manager Funds
Lori P. Wachs Delaware Investment Advisers Vice President, Portfolio Manager
Vice President, Delaware Investments Family of Vice President, Portfolio Manager
Portfolio Manager Funds
Laura Wagner Delaware Service Company, Inc. Vice President, Investment
Vice President, Accounting
Investment Accounting Delaware Investments Family of Vice President, Investment
Funds Accounting
Chris Welker Delaware Investment Advisers Vice President,
Vice President, Senior High Grade Trader
Senior High Grade Trader
James J. Wright Delaware Investment Advisers Vice President,
Vice President, Senior Equity Analyst
Senior Equity Analyst Delaware Investments Family of Vice President,
Funds Senior Equity Analyst
EMERGING MARKETS MANAGEMENT, L.L.C.
Emerging Markets Management, L.L.C. ("EMM") is a sub-adviser for the
Registrant's Emerging Markets Equity Fund. The principal business address of EMM
is 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia 22209-1722. EMM
is a registered investement adviser under the Advisers Act.
C-48
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Antoine W. van Agtmael Emerging Markets Investors Managing Director, President,
Managing Director, Corporation Chief Investment Officer and
President, Chief Investment Chairman of the Investment
Officer and Chairman of Committee
the Investment Committee The Emerging Markets Strategic Director
Fund
The Africa Emerging Markets Director
Fund
The Emerging Markets Director
New Economy Fund PLC
Strategic Investment Director
Management (SIM)
Strategic Investment Management Director
International (SIMI)
Strategic Investment Director
Partners (SIP)
The Washington Opera Member of the Board of Trustees,
Executive Committee and
Co-Chair of the Education
Committee
The Lab School of Washington Member of the Board of Trustees
and the Finance Committee
Yale University Member of the University
Council and International
Advisory Council
George Washington University Member of the National Council
for Education & Human
Development
Paul H. Nitze School of Member of Advisory Council
Advanced International Studies
at Johns Hopkins University
International Human Rights Member of the Board of
Law Group Directors
Michael A. Duffy Emerging Markets Investors Managing Director,
Managing Director, Corporation Secretary/Treasurer and
Secretary/Treasurer and member of the Investment
member of the Investment Committee
Committee The Latin America Small Director
Capitalization Fund
Strategic Investment Managing Director,
Management (SIM) Secretary/Treasurer and
member of the Investment
Committee
C-49
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Strategic Investment Management Managing Director,
International (SIMI) Secretary/Treasurer and
member of the Investment
Committee
Strategic Investment Managing Director,
Partners (SIP) Secretary/Treasurer and
member of the Investment
Committee
China Medical Board Trustee and Treasurer
Felicia J. Morrow Emerging Markets Investors Managing Director and member
Managing Director, Lead Corporation of the Investment Committee
Portfolio Manager, Chief
Operating Officer and
member of the Investment
Committee
Hilda M. Ochoa-Brillembourg Emerging Markets Investors Director
Director Corporation
Strategic Investment President, Director and a member
Management (SIM) of the Investment Committee
Strategic Investment Management President, Director and a member
International (SIMI) of the Investment Committee
Strategic Investment President, Director and a member
Partners (SIP) of the Investment Committee
Youth Orchestra of the Americas Founding Chairman
National Symphony Orchestra Trustee
The Washington Opera Trustee and Member of the
Executive Committee
Rockefeller Center for Latin Member of the Advisory
American Studies at Committee
Harvard University
Carnegie Endowment for Vice Chairman of the Group of
International Peace Fifty (G-50)
Rockefeller Family Fund Member of the Investment and
Finance Committees
US Airway Group Member of the Board of
Directors
General Mills Member of the Board of
Directors
The World Bank/IMF Member of the Board of
Credit Union Directors
Harvard Management Company Member of the Board of
Directors
Capital Children's Museum Trustee
Hauser Center at Member of the Advisory
Harvard University Committee
C-50
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Mary C. Choksi Emerging Markets Investors Managing Director, Director
Managing Director and Corporation
Director The Value Fifty Portfolio Director
Emerging Markets Director
South Asian Fund
Strategic Investment Managing Director, Director
Management (SIM) and member of the Investment
Committee
Strategic Investment Management Managing Director, Director and
International (SIMI) member of the Investment
Committee
Strategic Investment Managing Director, Director and
Partners (SIP) member of the Investment
Committee
H.J. Heinz Company Member of the Board of
Directors
Beauvoir--The National Member of the Board of Directors
Cathedral Elementary School Investment Committee
Chairman
The National Museum of Trustee and Chair of the Finance
Women in the Arts Committee
Carol A. Grefenstette Emerging Markets Investors Managing Director and Director
Managing Director Corporation
Strategic Investment Managing Director
Management (SIM)
Strategic Investment Management Managing Director
International (SIMI)
Strategic Investment Managing Director and Director
Partners (SIP)
Georgetown University Member of the Board of Advisors
McDonough School of Business
Archdiocese of Washington Member of the Finance Council
George M. Alvarez-Correa Emerging Markets Investors Managing Director and Director
Director Corporation
The Value Fifty Portfolio Director
Strategic Investment Managing Director and member
Management (SIM) of the Investment Committee
Strategic Investment Management Managing Director and member
International (SIMI) of the Investment Committee
Strategic Investment Managing Director, Director and
Partners (SIP) member of the Investment
Committee
C-51
ENHANCED INVESTMENT TECHNOLOGIES, LLC
Enhanced Investment Technologies, LLC ("INTECH") is a sub-adviser for the
Registrant's Large Cap Disciplined Equity Fund. The principal business address
of INTECH is 2401 P.G.A. Boulevard, Suite 100, Palm Beach Gardens, Florida
33410. INTECH is a registered investment adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert E. Fernholz Enhanced Investment Director, Executive Vice President
Technologies, LLC (fka and Chief Investment Officer
Enhanced Investment
Technologies, Inc.)
Robert A. Garvy Enhanced Investment Director, President and Chief
Technologies, LLC (fka Executive Officer
Enhanced Investment
Technologies, Inc.)
David E. Hurley Enhanced Investment Chief Operating Officer and
Technologies, LLC (fka Senior Vice President; formerly
Enhanced Investment Chief Compliance Officer
Technologies, Inc.)
FISCHER FRANCIS TREES & WATTS, INC. AND ITS AFFILIATES
Fischer Francis Trees & Watts, Inc. and its affiliates and three of its
affiliates, Fischer Francis Trees & Watts, a corporate partnership organized
under the laws of the United Kingdom, Fischer Francis Trees & Watts (Singapore)
Pte Ltd, a Singapore corporation, and Fischer Francis Trees & Watts Kabushiki
Kaisha, a Japanese corporation (collectively referred to as "FFTW") is a
sub-adviser for the Registrant's International Fixed Income Fund. The principal
business address of FFTW is 200 Park Avenue, 46th Floor, New York, New York
10166. FFTW is a registered investment adviser under the Advisers Act.
ADVISER -- FISCHER FRANCIS TREES & WATTS, INC.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Liaquat Ahamed Charter Atlantic Corporation Chief Executive Officer and
Chief Executive Officer, Director
Director Fischer Francis Trees & Watts Chief Executive Officer
Stephen Casper Charter Atlantic Corporation Chief Operating Officer, Director
Chief Operating Officer, FFTW Diversified Alpha Director
Director Fund Ltd
FFTW Funds Inc. President, Chief Executive
Officer and Director
FFTW Funds Selection Director
FFTW Funds Selection II Director
FFTW Global Debt Fund plc Director
C-52
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
FFTW Mortgage Total Director
Return Fund plc
Fischer Francis Trees & Watts Chief Operating Officer
Fischer Francis Trees & Watts Director
(Singapore) Pte Ltd
The Depository Trust & Clearing Director
Corporation
The Depository Trust Company Director
The Emerging Markets Director
Clearing Corporation
The Fixed Income Clearing Director
Corporation
The National Securities Director
Clearing Corporation
Stephen Constantine Charter Atlantic Corporation Director
Director BrokerTec Futures Director
Exchange LLC
O. John Olcay Charter Atlantic Corporation Director
Director FFTW Funds Inc. Chairman of the Board of
Directors
FFTW Funds Selection Chairman of the Board of
Directors
FFTW Funds Selection II Chairman of the Board of
Directors
FFTW Global Debt Fund plc Chairman of the Board of
Directors
FFTW Mortgage Total Chairman of the Board of
Return Fund plc Directors
Fischer Francis Trees & Watts Chairman of the Board of
(Singapore) Pte Ltd Directors
Fischer Francis Trees & Chairman of the Board of
Watts KK Directors
Vivien Levy-Garboua BNP Paribas (Luxembourg) S.A. President
Director BNP Paribas (Suisse) S.A. Administrateur
BNP Paribas (UK) President
BNP Paribas Asset Member of the Executive
Management Group Committee and Head of Asset
Management Services
BNP Paribas Immobilier Representant Cimoxi,
Administrateur
BNP Paribas Private Bank, Paris President
BNP Paribas Securities Services Vice President du Conseil de
Surveillance
C-53
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
CARDIF Representant permanent BNP
Paribas
Charter Atlantic Corporation Director
COFICEM Membre du Conseil
d'Administration
KLEPIERRE President du Conseil de
Surveillance
Meunier Promotion President du Conseil de
Surveillance
NATIO VIE Vice President du Conseil de
Surveillance
OGDI President du Conseil
d'Administration
Presses Universitaries de France Membre du Conseil de
Surveillance
SEGECE Representant permanent BNP
Paribas
U.E.B (Switzerland) Geneve President
Gilles de Vaugrigneuse Charter Atlantic Corporation Director
Director BNP Paribas Asset Chairman and Chief Executive
Management Group Officer
BNP ACTION PEA EURO Administrateur
NATO VIE Administrateur
BNP Paribas Luxembourg Administrateur
PARVEST Administrateur
Stephen C. Francis Charter Atlantic Corporation Vice Chairman of the Board of
Vice Chairman of the Directors
Board of Directors Fischer Francis Trees & Watts Managing Director
VaxGen Inc. Director
Simon Hard Charter Atlantic Corporation Director
Director Fischer Francis Trees & Watts KK Director
Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer,
Chief Legal and Risk Secretary of the Board of
Officer, Secretary of the Directors
Board of Directors Fischer Francis Trees & Watts Chief Risk Officer
Fischer Francis Trees & Watts KK Chief Risk Officer
Fischer Francis Trees & Watts Chief Risk Officer and Director
(Singapore) Pte Ltd
FFTW Diversified Alpha Assistant Secretary
Fund Ltd.
FFTW Funds Inc. Chief Legal Officer and Secretary
C-54
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
John H. Watts Charter Atlantic Corporation Chairman of the Board of
Chairman of the Board of Directors
Directors BNP Paribas Asset Management Director
The National Park Foundation Director
The League of Conservation Director
Voters
Robert College of Istanbul Director
Cathleen McQuillen Charter Atlantic Corporation Chief Financial Officer
Chief Financial Officer Fischer Francis Trees & Watts Chief Financial Officer
Fischer Francis Trees & Watts KK Statutory Auditor
Stewart Russell Charter Atlantic Corporation Co-Chief Investment Officer
Co-Chief Investment Fischer Francis Trees & Watts Co-Chief Investment Officer
Officer
Richard Williams Charter Atlantic Corporation Co-Chief Investment Officer
Co-Chief Investment Fischer Francis Trees & Watts Co-Chief Investment Officer
Officer
SUB-ADVISER: FISCHER FRANCIS TREES & WATTS
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Liaquat Ahamed Charter Atlantic Corporation Chief Executive Officer and
Chief Executive Officer Director
Fischer Francis Trees & Watts Inc. Chief Executive Officer, Director
Stephen Casper Charter Atlantic Corporation Chief Operating Officer, Director
Chief Operating Officer Director
FFTW Diversified Alpha Fund Ltd President, Chief Executive Officer
FFTW Funds Inc. and Director
FFTW Funds Selection Director
FFTW Funds Selection II Director
FFTW Global Debt Fund plc Director
FFTW Mortgage Total Return Director
Fund plc
Fischer Francis Trees & Watts Inc. Chief Operating Officer, Director
Fischer Francis Trees & Watts Director
(Singapore) Pte Ltd
The Depository Trust & Clearing Director
Corporation
The Depository Trust Company Director
The Emerging Markets Clearing Director
Corporation
The Fixed Income Clearing Director
Corporation
C-55
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
The National Securities Clearing Director
Corporation
Stephen C. Francis Charter Atlantic Corporation Vice Chairman of the Board
Managing Director of Directors
Fischer Francis Trees & Watts Inc. Vice Chairman of the Board of
Directors
VaxGen Inc. Director
Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer,
Chief Risk Officer Secretary of the Board of
Directors
Fischer Francis Trees & Watts Inc. Chief Risk Officer, Secretary of
the Board of Directors
Fischer Francis Trees & Watts KK Chief Risk Officer
Fischer Francis Trees & Watts Chief Risk Officer and Director
(Singapore) Pte Ltd
FFTW Diversified Alpha Fund Ltd. Assistant Secretary
FFTW Funds Inc. Chief Legal Officer, Secretary
Cathleen McQuillen Charter Atlantic Corporation Chief Financial Officer
Chief Financial Officer Fischer Francis Trees & Watts Inc. Chief Financial Officer
Fischer Francis Trees & Watts KK Statutory Auditor
Stewart Russell Charter Atlantic Corporation Co-Chief Investment Officer
Co-Chief Investment Officer Fischer Francis Trees & Watts Inc. Co-Chief Investment Officer
Richard Williams Charter Atlantic Corporation Co-Chief Investment Officer
Co-Chief Investment Officer Fischer Francis Trees & Watts Inc. Co-Chief Investment Officer
SUB-ADVISER -- FISCHER FRANCIS TREES & WATTS (SINGAPORE) PTE LTD
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Stephen P. Casper Charter Atlantic Corporation Chief Operating Officer, Director
Director FFTW Diversified Alpha Fund Ltd Director
FFTW Funds Inc. President, Chief Executive
Officer, Director
FFTW Funds Selection Director
FFTW Funds Selection II Director
FFTW Global Debt Fund plc Director
FFTW Mortgage Total Return Director
Fund plc
Fischer Francis Trees & Watts Chief Operating Officer
Fischer Francis Trees & Watts Inc. Chief Operating Officer, Director
The Depository Trust & Clearing Director
Corporation
C-56
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
The Depository Trust Company Director
The Emerging Markets Clearing Director
Corporation
The Fixed Income Clearing Director
Corporation
The National Securities Clearing Director
Corporation
Roy Wei-Chien Diao -- --
Director
Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer,
Chief Risk Officer, Director Secretary of the Board of
Directors
Fischer Francis Trees & Watts Chief Risk Officer
Fischer Francis Trees & Watts Inc. Chief Legal and Risk Officer,
Secretary of the Board of
Directors
Fischer Francis Trees & Watts KK Chief Risk Officer
FFTW Diversified Alpha Fund Ltd. Assistant Secretary
FFTW Funds Inc. Chief Legal Officer, Secretary
O. John Olcay Charter Atlantic Corporation Director
Chairman of the Board of FFTW Funds Inc. Chairman of the Board of
Directors Directors
FFTW Funds Selection Chairman of the Board of
Directors
FFTW Funds Selection II Chairman of the Board of
Directors
FFTW Global Debt Fund plc Chairman of the Board of
Directors
FFTW Mortgage Total Return Chairman of the Board of
Fund plc Directors
Fischer Francis Trees & Watts Inc. Director
Fischer Francis Trees & Watts KK Chairman of the Board of
Directors
SUB-ADVISER -- FISCHER FRANCIS TREES & WATTS KK
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Simon Hard Charter Atlantic Corporation Director
Director Fischer Francis Trees & Watts Inc. Director
Hidekazu Higuchi -- --
Director
C-57
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Ken Katayama -- --
President, Director
Cathleen McQuillen Charter Atlantic Corporation Chief Financial Officer
Statutory Auditor Fischer Francis Trees & Watts Chief Financial Officer
Fischer Francis Trees & Watts Inc. Chief Financial Officer
Robin S. Meister Charter Atlantic Corporation Chief Legal and Risk Officer,
Chief Risk Officer Secretary of the Board of
Directors
Fischer Francis Trees & Watts Chief Risk Officer
Fischer Francis Trees & Watts Inc. Chief Legal and Risk Officer,
Secretary of the Board of
Directors
Fischer Francis Trees & Watts Chief Risk Officer, Director
(Singapore) Pte Ltd
FFTW Diversified Alpha Fund Ltd. Assistant Secretary
FFTW Funds Inc. Chief Legal Officer, Secretary
O. John Olcay Charter Atlantic Corporation Director
Chairman of the Board of FFTW Funds Inc. Chairman of the Board of
Directors Directors
FFTW Funds Selection Chairman of the Board of
Directors
FFTW Funds Selection II Chairman of the Board of
Directors
FFTW Global Debt Fund plc Chairman of the Board of
Directors
FFTW Mortgage Total Return Chairman of the Board of
Fund plc Directors
Fischer Francis Trees & Watts Inc. Director
Fischer Francis Trees & Watts Chairman of the Board of
(Singapore) Pte Ltd. Directors
FISHER INVESTMENTS, INC.
Fisher Investments, Inc. ("Fisher") is a sub-adviser for the Registrant's
International Equity Fund. The principal business address of Fisher is 13100
Skyline Boulevard, Woodside, California 94062. Fisher is a registered investment
adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Kenneth L. Fisher, Purisima Securities, LLC Majority Shareholder
Chief Executive Officer, Purisima Funds, LLC President, Trustee
Chief Investment Officer, Fisher Investments Europe Limited Director, Shareholder
Investment Policy
Committee member
C-58
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Jeffery L. Silk, -- --
President, Chief Operating
Officer, Investment Policy
Committee member
Andrew S. Teufel, Purisima Securities, LLC President, Treasurer
Assistant President,
Director of Research,
Investment Policy
Committee member
Deglin F. Kenealy, Purisima Securities, LLC Registered Principal
Executive Vice President,
Private Client Group
Sherrilyn A. Fisher, Purisima Funds, LLC Secretary
Chief Financial Officer, Fisher Investments Europe Limited Director, Shareholder
Corporate Secretary
Steven R. Triplett, Purisima Securities, LLC Registered Principal
Assistant President
FRANKLIN PORTFOLIO ASSOCIATES, LLC
Franklin Portfolio Associates, LLC ("Franklin") is a sub-adviser for the
Registrant's Large Cap and Large Cap Value Funds. The principal business address
of Franklin is Two International Place, 22nd Floor, Boston, Massachusetts 02110.
Franklin is a registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
John S. Cone, Mellon Financial Corporation Officer
President & CEO, Director
Oliver E. Buckley, Mellon Financial Corporation Officer
Sr. Vice President
Michael F. Dunn, Mellon Financial Corporation Officer
Sr. Vice President
Paul F. Healey, Mellon Financial Corporation Officer
Executive Vice President,
Director
Mary M. McDermott-Holland, -- --
Sr. Vice President
John V. Doggett, Mellon Financial Corporation Officer
Vice President
Gregg E. Pendergast, -- --
Vice President
C-59
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Stephen L. Sexeny, Mellon Financial Corporation Officer
Vice President
Ajay Zutshi, Mellon Financial Corporation Officer
Vice President
Ian D. Arvin, -- --
Vice President
Jennifer A. Vinson, -- --
Vice President
Kristin D. Crawford, -- --
Vice President
Timothy E. Burke, -- --
Trading Officer
Khaled A. Moheydeen, -- --
Technology Officer
Milton B. Sachse, -- --
Technology Officer
John J. Nagorniak, -- --
Chairman
Stephen Canter, Mellon Financial Corporation Sr. Vice President
Director
Guy A. Hudson, Mellon Financial Corporation Sr. Vice President
Director
Ronald P. O' Hanley, Mellon Financial Corporation Vice Chairman
Director
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Goldman Sachs Asset Management, L.P. ("GSAM LP") is a sub-adviser for the
Registrant's Large Cap and Large Cap Growth Funds. The principal business
address of GSAM LP is 32 Old Slip, New York, New York 10005. GSAM LP is a
registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Henry M. Paulson, Jr. The Goldman Sachs Group, Inc. Chairman, Chief Executive
Managing Director Officer and Director
Goldman, Sachs & Co. Managing Director
Robert J. Hurst The Goldman Sachs Group, Inc. Vice Chairman and Director
Managing Director Goldman, Sachs & Co. Managing Director
John A. Thain The Goldman Sachs Group, Inc. President, Co-Chief Operating
Managing Director Officer and Director
Goldman, Sachs & Co. Managing Director
C-60
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
John L. Thornton The Goldman Sachs Group, Inc. President, Co-Chief Operating
Managing Director Officer and Director
Goldman, Sachs & Co. Managing Director
David W. Blood Goldman Sachs Asset Director
Managing Director and Management International
Co-Head (Asset Goldman, Sachs & Co. Managing Director, Co-Head
Management Group) (Asset Management Group)
LEE MUNDER INVESTMENTS, LTD.
Lee Munder Investments, Ltd. ("Lee Munder") is a sub-adviser for the
Registrant's Small/Mid Cap Equity and Small Cap Funds. The principal business
address of Lee Munder is 200 Clarendon Street, 28th Floor, Boston, Massachusetts
02116. Lee Munder is an investment adviser registered under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Lee Munder, -- --
Chairman
Kenneth Swan -- --
President
Robert A. Smith Castanea Partners, Inc Co-Founder and Managing
Partner Director
The Neiman Marcus Group Vice Chairman of the Board of
Directors
Jonathan Stone -- --
Portfolio Manager
Nicholas Battelle -- --
Portfolio Manager
Terry Gardner -- --
CFO
LSV ASSET MANAGEMENT
LSV Asset Management ("LSV") is a sub-adviser for the Registrant's Large
Cap Value, Small/Mid Cap Equity, Small Cap and Large Cap Funds. The principal
business address of LSV is 1 N. Wacker Drive, Chicago, Illinois 60606. LSV is an
investment adviser registered under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Funds, Inc. -- --
General Partner
Josef Lakonishok University of Illinois Professor of Finance
CEO, Portfolio Manager
C-61
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NAME AND POSITION
WITH INVESTMENT ADVISER OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert Vishny University of Chicago Professor of Finance
Partner, Portfolio Manager
Menno Vermeulen -- --
Partner, Portfolio Manager
Christopher J. LaCroix -- --
Partner, Managing Director
of Business Development
Tremaine Atkinson -- --
Partner, Chief
Operating Officer
MARTINGALE ASSET MANAGEMENT, L.P.
Martingale Asset Management, L.P. ("Martingale") is a sub-adviser for the
Registrant's Small/Mid Cap Equity and Small Cap Funds. The principal business
address of Martingale is 222 Berkeley Street, Boston, Massachusetts 02116.
Martingale is a registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Martingale Asset Management -- --
Corporation (MAM)
General Partner
Patricia J. O'Connor -- --
CFO, Executive
Vice President, Shareholder
of MAM
William Edward Jacques, CFA -- --
CIO, Executive Vice
President, Portfolio
Manager, Shareholder of MAM
Alan J. Stassman -- --
Chairman, Shareholder
of MAM
Arnold Seton Wood -- --
President, Portfolio
Manager, Shareholder
of MAM
Douglas Evan Stark, CFA -- --
Senior Vice President,
Investment Research,
Portfolio Manager
C-62
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Samuel Nathans, CFA -- --
Senior Vice President,
Portfolio Manager
MAZAMA CAPITAL MANAGEMENT, INC.
Mazama Capital Management, Inc. ("Mazama") is a sub-adviser for the
Registrant's Small Cap and Small/Mid Cap Equity Funds. The principal business
address of Mazama is One SW Columbia Street, Suite 1500, Portland, Oregon 97258.
Mazama is an investment adviser registered under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Ronald Adair Sauer -- --
President, Chairman and
Senior Portfolio Manager
Helen McDonald Degener The Mathes Company VP and Portfolio Manager
Director and Chief
Investment Officer
Jill Ronne Collins -- --
Senior VP Marketing &
Client Service
Brian Paul Alfrey -- --
Director, Executive Vice
President and Chief
Operating Officer
Stephen Charles Brink -- --
Senior Vice President,
Director Research
McKINLEY CAPITAL MANAGEMENT, INC.
McKinley Capital Management, Inc. ("McKinley Capital") is a sub-adviser for
the Registrant's Small Cap, Large Cap, Large Cap Growth and International Equity
Funds. The principal business address of McKinley Capital is 3301 C Street,
Suite 500, Anchorage, AK 99503. McKinley Capital is a registered investment
adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert B. Gillam FAS Alaska, Inc. Officer, Director
President, CIO McKinley Offshore Director
Management, Ltd.
McKinley Market Neutral Director
Offshore Limited
McKinley Partners LLC Manager
C-63
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Diane M. Wilke McKinley Market Neutral Director
Executive Vice President, Offshore Limited
COO McKinley Offshore Management, Director
Ltd.
FAS Alaska, Inc. Officer, Director
B. Thomas Willison -- --
Director
Tamara L. Leitis -- --
Assistant Vice President,
HR Manager
Gregory O'Keefe -- --
Controller
METROPOLITAN WEST ASSET MANAGEMENT LLC
Metropolitan West Asset Management LLC ("MWAM") is a sub-adviser for the
Registrant's Core Fixed Income Fund. The principal business address of MWAM
11766 Wilshire Boulevard, Suite 1580, Los Angeles, California 90025. MWAM is a
registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Scott Dubchansky -- --
Chief Executive Officer,
Partner
Tad Rivelle -- --
Chief Investment Officer,
Partner
Laird Landmann -- --
Portfolio Manager, Partner
David Lippman -- --
Portfolio Manager, Partner
Steve Kane -- --
Portfolio Manager, Partner
Chris Scibelli -- --
Director of Marketing,
Partner
Patrick Moore -- --
Director of Client Services
Joseph Hattesohl -- --
Chief Financial Officer
Lara Mulpagano -- --
Chief Operating Officer
C-64
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Cal Rivelle -- --
Chief Technology Officer
MONTAG & CALDWELL, INC.
Montag & Caldwell, Inc. ("Montag & Caldwell") is a sub-adviser for the
Registrant's Large Cap and Large Cap Growth Funds. The principal business
address of Montag & Caldwell is 3455 Peachtree Street, NE, Suite 1200, Atlanta,
Georgia 30326. Montag & Caldwell is a registered investment adviser under the
Advisers Act.
[Download Table]
Ronald E. Canakaris, CFA -- --
CEO, President, Director
and CIO
Solon P. Patterson, CFA -- --
Chairman, Director
Tom C. Brown ABN AMRO Bank N.V. Chief Executive ABN AMRO
Director Asset Management
William A. Vogel, CFA -- --
Executive Vice President,
Director
Andrew Neil Rithet ABN AMRO Asset Global Chief Investment Officer,
Director Management Ltd. Head of Portfolio Management
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
Morgan Stanley Investment Management Inc. ("MSIM Inc.") is a sub-adviser
for the Registrant's International Equity Fund. The principal business address
of MSIM Inc. is 1221 Avenue of the Americas, New York, NY 10020. MSIM Inc. is an
investment adviser registered under the Adviser Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Mitchell M. Merin Morgan Stanley Investment President, Chief Executive
President and Chief Advisors Inc. Officer, Director
Operating Officer Morgan Stanley Distributors Inc. Chairman, CEO, Director
Morgan Stanley Trust Chairman and Director
Morgan Stanley Services President, CEO, Director
Company Inc.
Morgan Stanley Funds President
TCW/DW Term Trust 2003 President
Various Morgan Stanley Director
Subsidiaries
Van Kampen Funds Trustee and President
Van Kampen Asset Management President, Director
Van Kampen Investment President, Director
Advisory Corp.
C-65
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Ronald E. Robison Morgan Stanley Managing Director
Chief Global Operations Morgan Stanley & Co. Managing Director
Officer, Managing Director Incorporated
Morgan Stanley Investment Chief Administrative Officer,
Advisers Inc. Director
Morgan Stanley Services Chief Administrative Officer,
Company Inc. Director
Morgan Stanley Trust Chief Executive Officer, Director
Morgan Stanley Funds Executive Vice President,
Principal Executive Officer
TCW/DW Term Trust 2003 Executive Vice President,
Principal Executive Officer
Alexander C. Frank Morgan Stanley Global Treasurer
Treasurer and Managing
Director
Joseph J. McAlinden Morgan Stanley Investment Managing Director, CIO
Managing Director, Chief Advisors Inc.
Investment Officer Morgan Stanley Investments LP Managing Director, CIO
Morgan Stanley Trust Director
Van Kampen Open-End Funds CIO
Van Kampen Closed-End Funds CIO
Rajesh K. Gupta Morgan Stanley Investment Managing Director and Chief
Chief Administrative Advisors Inc. Administrative
Officer--Investments and Officer--Investments
Managing Director Morgan Stanley Investments LP Managing Director and Chief
Administrative
Officer--Investments
Barry Fink Morgan Stanley Investment Managing Director
General Counsel, Advisors Inc.
Managing Director Morgan Stanley Services Company Managing Director
Morgan Stanley Funds Vice President
Morgan Stanley DW Inc. Assistant Secretary
Morgan Stanley Distributors Inc. Vice President, Secretary
TCW/DW Term Trust 2003 Vice President
Jeffrey Hiller -- --
Managing Director, Global
Director of Compliance
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
Nicholas-Applegate Capital Management ("Nicholas-Applegate") is a
sub-adviser for the Registrant's High Yield Bond Fund. The principal business
address of Nicholas-Applegate is 600 West Broadway, Suite 2900, San Diego,
California 92101. Nicholas-Applegate is an investment adviser registered under
the Advisers Act.
C-66
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Arthur E. Nicholas Nicholas-Applegate Holdings, Chairman
Chairman LLC
Nicholas-Applegate Chairman Emeritus
Securities, LLC
Nicholas-Applegate Chairman Emeritus
Institutional Funds
Nicholas-Applegate Fund, Inc. Director Emeritus
Edward Blake Moore, Jr. Nicholas-Applegate Secretary, General Counsel
General Counsel Holdings, LLC
Nicholas-Applegate General Counsel, Secretary
Securities, LLC
Nicholas-Applegate President and Chairman of the
Institutional Funds Board
Marna P. Whittington, Ph. D Allianz Dresner Asset Management Chief Operating Officer
President, Executive Nicholas-Applegate Holdings, President and Chief Executive
Committee LLC Officer
Nicholas-Applegate Securities, President and Chief Executive
LLC Officer
Eric Spencer Sagerman Nicholas-Applegate Southeast Director
Head of Global Marketing, Asia Fund
Executive Committee Nicholas-Applegate India Fund, Director
Ltd PCC
C. William Maher, CPA Nicholas-Applegate Holdings, LLC Chief Financial Officer, Treasurer
Chief Financial Officer Nicholas-Applegate Institutional Treasurer
Funds
Nicholas-Applegate Securities, Chief Financial Officer
LLC
Horacio Valeiras, CFA -- --
Chief Investment Officer
Peter James Johnson Nicholas-Applegate Securities, Vice President
Senior Vice President, LLC
Director of Institutional
Sales
Charles H. Field, Jr. Nicholas-Applegate Securities, Deputy General Counsel
Chief of Compliance and LLC
Deputy General Counsel Nicholas-Applegate Institutional Secretary
Funds
Nicholas-Applegate U.S. Director
Convertible Arbitrage Master
Fund, LTD
Nicholas-Applegate U.S. Director
Convertible Arbitrage Fund, LTD
Torrey Pines Master Fund, LTD Director
Torrey Pines Fund, LTD Director
C-67
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Nicholas-Applegate Southeast Director
Asia Fund
Nicholas-Applegate India Fund Director
Nicholas-Applegate Holdings Allianz Dresner Asset Management General Partner
LLC Managing Member
Allianz Dresner Asset Allianz of America, Inc. Sole Shareholder
Management of America,
LLC
Limited Partner
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.
Nomura Corporate Research and Asset Management Inc. ("Nomura") is a
sub-adviser for the Registrant's High Yield Bond Fund. The principal business
address of Nomura is Two World Financial Center, Building B, 25th Floor, New
York, New York 10281-1198. Nomura is an investment adviser registered under the
Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert Levine -- --
Managing Director,
President, CEO and
Board Member
Lance Bernard Fraser -- --
Managing Director, Chief
Operating Officer
Joseph Redmond Schmuckler Nomura Securities International, President, Chief Operating
Co-Chairman of the Board Inc. Officer
David Mair Findlay Nomura Holding America, Inc. Chief Legal Officer, Board
Executive Managing Member, Executive Managing
Director, Board Member, Director
Chief Legal Officer Nomura Securities International, Chief Legal Officer, Board
Inc. Member, Executive Managing
Director
Hideyuki Takahashi Nomura Securities International, Board Member, Chief Executive
Co-Chairman of the Board Inc. Officer
PEREGRINE CAPITAL MANAGEMENT INC.
Peregrine Capital Management Inc. ("Peregrine") is a sub-adviser for the
Registrant's Large Cap and Large Cap Growth Funds. The principal business
address of Peregrine is LaSalle Plaza, 800 LaSalle Avenue, Suite 1850,
Minneapolis, Minnesota 55402-2018. Peregrine is a registered investment adviser
under the Advisers Act.
C-68
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Jon R. Campbell Wells Fargo Bank, Minnesota, N.A. Chairman, CEO, President
Director Wells Fargo & Company Regional President--Great
Lakes Region
Fairview Health Services Director
Capital City Partnership Director
The Minneapolis Orchestral Director
Association
Minnesota Business Partnership Director
Mentoring Partnership of Director
Minnesota
The Minneapolis Foundation Director
The Greater Twin Cities Director
United Way
The Curtis L. Carlson School of Director
Management Board of Overseers
Advisory Board of MEDA Director
Jay H. Strohmaier -- --
Senior Vice President,
Portfolio Manager
James P. Ross -- --
Senior Vice President,
Senior Portfolio Advisor
Colin M. Sharp -- --
Senior Vice President,
Director of Technology and
Operations
Reid Kilberg Compass Capital Management Director of Sales and Marketing
Senior Vice President, Client
Service & Marketing
Robert B. Merksky Walker Art Center Director
Chairman of the Board,
CEO, President,
Portfolio Manager
Ronald G. Hoffman -- --
COO, CCO, CFO,
Senior Vice President
John S. Dale The Montana Land Release Director-At-Large
Senior Vice President,
Portfolio Manager
C-69
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Julie M. Gerend -- --
Senior Vice President,
Director, Client Services
and Marketing
William D. Giese -- --
Senior Vice President,
Portfolio Manager
Daniel J. Hagen NET Ministries Director
Senior Vice President,
Portfolio Manager
David S. Lunt Wells Capital Management Managing Director
Senior Vice President, Wells Fargo Bank, Vice President
Compliance Minnesota, N.A.
John A. Maschoff -- --
Senior Vice President,
Client Services and
Marketing
Jeannine McCormick -- --
Senior Vice President,
Senior Equity Analyst
Barbara K. McFadden Benilde-St. Margaret's School Director
Senior Vice President,
Co-Manager, Equity Trading
Gary E. Nussbaum -- --
Senior Vice President,
Portfolio Manager
Doug E. Pugh -- --
Senior Vice President,
Portfolio Manager
Paul E. Von Kuster, III -- --
Senior Vice President,
Portfolio Manager
Paul R. Worm -- --
Senior Vice President,
Co-Manager, Equity Trading
C-70
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Tasso H. Coin -- --
Senior Vice President,
Portfolio Manager
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
Prudential Investment Management, Inc. ("PIM") is a sub-adviser for the
Registrant's Large Cap Disciplined Equity Fund. The principal business address
of PIM is Gateway Center 2, McCarter Highway & Market Street, Newark, New Jersey
07102. PIM is a registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
Matthew J. Chanin Asian Infrastructure Mezzanine Director
Director and Senior Capital Fund
Vice President PIC Holdings Limited Director
PCG Finance Company I, LLC President
PIM Warehouse, Inc. Director
PIM Warehouse, Inc. Vice President
Pruco Life Insurance Company Asst. Vice President
of New Jersey
Pruco Life Insurance Company Asst. Vice President
PRICOA Capital Group Limited Director
PRICOA General Partner Limited Director
PRICOA Capital Management Director
Limited
Prudential Global Funding, Inc. Director
Prudential Private Placement Director
Investors, Inc.
Prudential Property and Casualty Asst. Financial Vice President
Insurance Co.
Prudential Equity Investors, Inc. Director
Prudential Equity Investors, Inc. President
The Prudential Insurance Second VP
Company of America
TRGOAG Company, Inc. Chief Executive Officer
TRGOAG Company, Inc. Director
TRGOAG Company, Inc. President
Prudential Capital Group, L.P. Senior Managing Director
Dennis M. Kass Jennison Associates LLC Chairman
Director and Vice President Jennison Associates LLC CEO
Prudential Trust Company Director
JP Morgan Fleming Asset Former Vice Chairman and CFO
Management
Philip N. Russo Jennison Associates LLC Director
Director PIM Foreign Investments, Inc. Vice President Finance
PIM Warehouse, Inc. Treasurer
PRICOA General Partner Limited Director
C-71
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
American Skandia Investment Executive Vice President
Services, Inc.
American Skandia Investment Chief Financial Officer
Services, Inc.
American Skandia Investment Director
Services,
American Skandia Fund Chief Financial Officer
Services, Inc.
American Skandia Fund Director
Services, Inc.
American Skandia Advisory Executive Vice President
Services, Inc.
American Skandia Advisory Chief Financial Officer
Services, Inc.
American Skandia Advisory Director
Services, Inc.
PIM Investments, Inc. Vice President
PIM Investments, Inc. Director
PIFM Holdco, Inc. Executive Vice President
PIFM Holdco, Inc. Chief Financial Officer
PIFM Holdco, Inc. Treasurer
Prudential Investments LLC Executive Vice President
Prudential Investments LLC Chief Financial Officer
Prudential Investments LLC Treasurer
Prudential Mutual Fund Chief Financial Officer
Services LLC
Prudential Mutual Fund Chief Financial Officer
Services LLC
John R. Strangfeld Jennison Associates LLC Director
Chairman and Director Prudential Capital & Investment President
Services, LLC
Prudential Capital & Investment Director
Services, LLC
Prudential Securities Group Inc. Chairman & CEO
Prudential Securities Group Inc. Director
Prudential Equity Group, Inc. Director
Prudential Equity Group, Inc. Chairman & CEO
Prudential Financial, Inc. Vice Chairman
Prudential Asset Management Director
Holding Company
Prudential Asset Management President
Holding Company
PIM Global Financial Chairman
Strategies, Inc.
C-72
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
PIM Global Financial Director
Strategies, Inc.
James J. Sullivan Prumerica Asia Fund Director
Director, Vice President Management (Singapore) Ltd.
and Managing Director Prudential Trust Company Chief Executive Officer
Prudential Trust Company President
Prudential Trust Company Director
Prudential Trust Company Chairman
Prumerica Asia Fund Director
Management Limited
The Prudential Insurance Signatory Second VP
Company of America
The Prudential Asset Director
Management Company, Inc.
The Prudential Asset President
Management Company, Inc.
PIM Global Financial Director
Strategies, Inc.
PIM Global Financial Co-President
Strategies, Inc.
Bernard Winograd 745 Property Investments Chief Executive Officer
Director, President and CEO 745 Property Investments Trustee
Circle Housing Corporation Director
Jennison Associates LLC Director
PIC Holdings Limited Director
PIC Holdings Limited Chairman
PIM Foreign Investments, Inc. President
PIM Warehouse, Inc. Director
PIM Warehouse, Inc. Chairman
Prudential Investment Executive Vice President
Management Services LLC
Prudential Asset Management Director
Holding Company
Prudential Asset Management Vice President
Holding Company
The Prudential Insurance Signatory Second VP
Company of America
PIM Investments, Inc. President
PIM Investments, Inc. Director
RS INVESTMENT MANAGEMENT, L.P.
RS Investment Management, L.P. ("RSIM") is a sub-adviser for the
Registrant's Small Cap Fund. The principal business address of RSIM is 388
Market Street, Suite 200, San Francisco, California 94111. RSIM is an investment
adviser registered under the Advisers Act.
C-73
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
George Randall Hecht RS Investment Trust President and Principal Executive
Chief Executive Officer Officer
RS Investment Management Co., Chief Executive Officer and
LLC Member
RS Investment Management, Inc. Chief Executive Officer
RS Growth Group LLC Member
RS Value Group LLC Member
RS Real Estate Group LLC Member
RS Investment -- --
Management Co. LLC
Limited Partner
RS Bayview, Inc. -- --
Limited Partner
James L. Callinan RS Investment Management Co., Member
Portfolio Manager LLC
RS Investment Management, Inc. Portfolio Manager
RS Growth Group LLC Chief Investment Officer,
Portfolio Manager and Member
Paul H. Stephens RS Value Group LLC Portfolio Manager and Member
RS Investment Management Co. Member
LLC
Andrew P. Pilara RS Investment Management Co. Member
Portfolio Manager LLC
RS Value Group LLC Chief Investment Officer,
Portfolio Manager and Member
James P. Foster RS Investment Management Co. Member
LLC
RS Real Estate Group President and Member
SANFORD C. BERNSTEIN & CO., LLC
Sanford C. Bernstein & Co., LLC ("Bernstein") is a sub-adviser for the
Large Cap and Large Cap Value Funds. The principal address of Bernstein is 767
Fifth Avenue, New York, New York 10153-0185. Bernstein is an investment adviser
registered under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Lewis Alan Sanders Alliance Capital Management CEO, CIO
Director Corporation ("ACMC")
Gerald M. Lieberman ACMC Executive Officer
Chief Financial
Officer & Director
C-74
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
John Donato Carifa ACMC Director, President & COO
Director
Lisa Shalett Alliance Capital Management L.P. Executive Officer
CEO, Chairman
SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED
Security Capital Research & Management Incorporated ("Security Capital") is
a sub-adviser for the Registrant's Small Cap and Small/Mid Cap Equity Funds. The
principal business address of Security Capital is 11 South LaSalle Street,
Chicago, Illinois, 60603. Security Capital is a registered investment adviser
under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Kevin W. Bedell -- --
Senior Vice President
Anthony R. Manno, Jr. -- --
President, Sole Director,
and Managing Director
David E. Rosenbaum -- --
Senior Vice President
Jeffrey C. Nellessen -- --
Chief Financial Officer,
Secretary, Treasurer, and
Controller
Kenneth D. Statz -- --
Managing Director
David T. Novick -- --
General Counsel
SEI INVESTMENTS MANAGEMENT CORPORATION
SEI Investments Management Corporation ("SIMC") is an investment adviser
for each of the funds. The principal address of SIMC is One Freedom Valley
Drive, Oaks, Pennsylvania 19456. SIMC is an investment adviser registered under
the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Alfred P. West, Jr. SEI Investments Company Director, Chairman & CEO
Chairman, CEO, Director SEI Investments Distribution Co. Director, Chairman of the
Board of Directors
SEI Ventures, Inc. Director, Chairman, President
SEI Funds, Inc. CEO, Chairman of the Board of
Directors
C-75
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Global Investments Corp. Director, CEO, Chairman of the
Board
SEI Investments Global Chairman of the Board, CEO
(Cayman), Limited
SEI Global Capital Investments, Director, CEO, Chairman of the
Inc. Board
SEI Investments Management Manager
Corporation Delaware, L.L.C.
LSV Asset Management Management Committee
SEI Investments Fund Management Chairman, CEO
SEI Global Holdings (Cayman) Chairman of the Board, CEO
Inc.
SEI Investments De Mexico Director
SEI Asset Korea Director
SEI Venture Capital, Inc. Director, Chairman of the Board,
CEO
SEI Insurance Group, Inc. Director
SEI Investments Global Chairman, CEO
Funds Services
SEI Investments Management Director, Chairman, CEO
Corporation II
SEI Inc. (Canada) Director
Edward D. Loughlin SEI Investments Company Executive Vice President,
Director, Executive President--Asset Management
Vice President Division
SEI Investments Distribution Co. Director, Executive Vice President
SEI Trust Company Director
SEI Funds, Inc. Executive Vice President
SEI Advanced Capital Director, President
Management, Inc.
SEI Capital Limited (Canada) Director
SEI Investments Global Executive Vice President
Funds Services
SEI Investments (France) Board of Directors
SEI Investments Management Director, Executive Vice President
Corporation II
SEI Investments Fund Management Executive Vice President
SEI Investments Canada Company Director
Carl A. Guarino SEI Investments Company Executive Vice President
Director, Executive SEI Investments Distribution Director, Executive Vice President
Vice President Company
SEI Global Investments Corp. Senior Vice President
C-76
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Global Holdings (Cayman) Director
Inc.
SEI Investments De Mexico Director
SEI Investments (Europe) Ltd. Director
SEI Investments Director
(South Africa) Limited
SEI Investments (France) Board of Directors
SEI Venture Capital, Inc. Executive Vice President
SEI Investments--Unit Trust Director
Management (UK) Limited
LSV Asset Management Management Committee
SEI Investments Management Director, Executive Vice President
Corporation II
SEI Investments Management Vice President
Corporation Delaware, L.L.C.
SEI Investments Global, Limited Director
Robert S. Ludwig SEI Funds, Inc. Vice President
Senior Vice President, CIO SEI Investments Fund Management Vice President, Team Leader
SEI Investments Global Funds Vice President, Team Leader
Services
SEI Investments Management Senior Vice President, CIO
Corporation II
Jack May SEI Investments Distribution Co. Senior Vice President
Senior Vice President SEI Investments Management Senior Vice President
Corporation II
James V. Morris SEI Investments Management Senior Vice President
Senior Vice President Corporation II
Steve Onofrio SEI Investments Management Senior Vice President
Senior Vice President Corporation II
Kevin P. Robins SEI Investments Company Senior Vice President
Senior Vice President SEI Investments Distribution Co. Senior Vice President
SEI Investments Global Director
(Cayman), Limited
SEI Trust Company Director
SEI Insurance Group, Inc. Director, President
SEI Global Holdings Director
(Cayman) Inc.
SEI Venture Capital, Inc. Vice President
SEI Private Trust Company Director, Senior Vice President
SEI Family Office Services, LLC Director, Vice President
SEI Giving Fund Director, President
C-77
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Investments Management Senior Vice President
Corporation II
LSV Asset Management Management Committee
Kenneth Zimmer SEI Investments Company Senior Vice President
Senior Vice President SEI Investments Management Senior Vice President
Corporation II
Timothy D. Barto SEI Investments Company Vice President, Assistant
Vice President, Secretary
Assistant Secretary SEI Investments Distribution Vice President, Assistant
Company Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Insurance Group, 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
Management, Inc. Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Investments Fund Management Vice President, Assistant
Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Family Office Services, LLC Vice President, Assistant
Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
Jay Brown SEI Investments Management Vice President
Vice President Corporation II
Robert Crudup SEI Investments Distribution Vice President
Vice President Company
C-78
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Investments Global Funds Vice President
Services
SEI Investments Fund Vice President
Management
SEI Investments Company Executive Vice President
SEI Investments Management Vice President
Corporation II
Richard A. Deak SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Distribution Vice President, Assistant
Company Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Funds, Inc. Vice President, Assistant
Secretary
SEI Global Investments Corp. Vice President, Assistant
Secretary
SEI Advanced Capital Vice President, Assistant
Management, Inc. Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Family Office Services, LLC Vice President, Assistant
Secretary
Melissa Doran Rayer SEI Investments Management Vice President
Vice President Corporation II
Michael Farrell SEI Investments Management Vice President
Vice President Corporation II
SEI Investments Distribution Co. Vice President
C-79
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Vic Galef SEI Investments Distribution Vice President
Vice President Company
SEI Investments Global Funds Vice President
Services
SEI Investments Fund Vice President
Management
SEI Investments Management Vice President
Corporation II
Lydia A. Gavalis SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Distribution Vice President, Assistant
Company Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Investments Management Vice President
Corporation Delaware, L.L.C.
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Funds, Inc. Vice President, Assistant
Secretary
SEI Insurance Group, Inc. Vice President, Assistant
Secretary
SEI Global Investments Corp. Vice President, Assistant
Secretary
SEI Advanced Capital Vice President, Assistant
Management, Inc. Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Family Office Services, LLC Vice President, Assistant
Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
C-80
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Greg Gettinger SEI Investments Company Vice President
Vice President SEI Investments Distribution Vice President
Company
SEI Trust Company Vice President
SEI Investments, Inc. Vice President
SEI Ventures, Inc. Vice President
SEI Investments Developments, Vice President
Inc.
SEI Realty Capital Corporation Vice President, Secretary
SEI Funds, Inc. Vice President
SEI Global Investments Corp. Vice President
SEI Advanced Capital Vice President
Management, Inc.
SEI Global Capital Investments, Vice President
Inc.
SEI Primus Holding Corp. Vice President
SEI Investments Global Vice President
Funds Services
SEI Investments Fund Vice President
Management
SEI Venture Capital, Inc. Vice President
SEI Investments Management Vice President
Corporation II
SEI Investments Management Vice President
Corporation Delaware, L.L.C.
Kathy Heilig SEI Inc. (Canada) Vice President, Treasurer
Vice President, Treasurer SEI Investments Company Vice President, Treasurer, Chief
Accounting Officer, Controller
SEI Investments Distribution Vice President
Company
SEI Ventures, Inc. Vice President, Treasurer
SEI Insurance Group, Inc. Vice President, Treasurer
SEI Realty Capital Corporation Vice President, Treasurer
SEI Global Investments Corp. Director, Vice President,
Treasurer
SEI Advanced Capital Director, Vice President,
Management, Inc. Treasurer
SEI Investments Global (Cayman), Vice President, Treasurer
Limited
SEI Primus Holding Corp. Director, Vice President,
Treasurer
SEI Global Capital Investments, Director, Vice President,
Inc. Treasurer
C-81
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Investments Global Funds Vice President, Treasurer
Services
SEI Investments Fund Vice President, Treasurer
Management
SEI Global Holdings (Cayman) Vice President, Treasurer,
Inc. Assistant Secretary
SEI Venture Capital, Inc. Director, Vice President,
Treasurer
SEI Funds, Inc. Director, Vice President,
Treasurer
SEI Family Office Services, LLC Vice President, Treasurer
SEI Investments Management Vice President, Treasurer
Corporation II
SEI Investments Management Manager, Vice President,
Corporation Delaware, L.L.C. Treasurer
SEI Investments, Inc. Director, Vice President,
Treasurer
SEI Investments Developments, Director, Vice President,
Inc. Treasurer
John Krzeminski SEI Investments Distribution Vice President
Vice President Company
SEI Venture Capital, Inc. Vice President
SEI Investments Global Funds Vice President
Services
SEI Family Office Services, LLC Director, Vice President
SEI Investments Fund Vice President
Management
SEI Investments Management Vice President
Corporation II
Christine M. McCullough SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Distribution Vice President, Assistant
Company Secretary
SEI Trust Company Vice President
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Insurance Group, Inc. Vice President, Assistant
Secretary
SEI Family Office Services, LLC Vice President, Assistant
Secretary
C-82
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Investments Management Vice President, Assistant
Corporation II Secretary
SEI Investments Management Vice President
Corporation Delaware, L.L.C.
SEI Funds, Inc. Vice President, Assistant
Secretary
SEI Global Investments Corp. Vice President, Assistant
Secretary
SEI Advanced Capital Vice President, Assistant
Management, Inc. Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Private Trust Company General Counsel
Carolyn McLaurin SEI Investments Distribution Vice President
Vice President Company
SEI Investments Global Vice President
Funds Services
SEI Investments Fund Vice President
Management
SEI Investments Management Vice President
Corporation II
Roger Messina SEI Investments Management Vice President
Vice President Corporation II
Kathryn L. Stanton SEI Investments Distribution Co. Vice President
Vice President SEI Giving Fund Vice President, Treasurer
SEI Investments Management Vice President
Corporation II
Raymond B. Webster SEI Investments Management Vice President
Vice President Corporation II
Susan R. West SEI Investments Management Vice President
Vice President Corporation II
C-83
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Lori L. White SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Vice President, Assistant
Distribution Co. Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Insurance Group, Inc. Vice President, Assistant
Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
SEI Funds, Inc. Vice President, Assistant
Secretary
SEI Global Investments Corp. Vice President, Assistant
Secretary
SEI Advanced Capital Vice President, Assistant
Management, Inc. Secretary
SEI Global Capital Vice President, Assistant
Investments, Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
Mark S. Wilson SEI Investments Management Vice President
Vice President Corporation II
John D. Anderson SEI Investments Management Vice President
Vice President Corporation II
Scott W. Dellorfano SEI Investments Distribution Co. Vice President
Vice President SEI Investments Management Vice President
Corporation II
Scott C. Fanatico SEI Investments Distribution Co. Vice President
Vice President SEI Investments Management Vice President
Corporation II
Steven A. Gardner SEI Investments Distribution Co. Vice President
Vice President SEI Investments Management Vice President
Corporation II
C-84
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Bridget Jensen SEI Investments Distribution Co. Vice President
Vice President SEI Investments Global Funds Vice President
Services
SEI Investments Fund Vice President
Management
SEI Investments Management Vice President
Corporation II
Alan H. Lauder SEI Global Investments Corp. Vice President
Vice President SEI Investments (South Africa) Director
Limited
SEI Investments Management Vice President
Corporation II
Paul Lonergan SEI Investments Distribution Co. Vice President
Vice President SEI Investments Management Vice President
Corporation II
Ellen Marquis SEI Investments Distribution Co. Vice President
Vice President SEI Investments Global Vice President
(Cayman), Limited
SEI Investments Management Vice President
Corporation II
Sherry Kajdan Vetterlein SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Distribution Co. Vice President, Assistant
Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Insurance Group, Inc. Vice President, Assistant
Secretary
SEI Funds, Inc. Vice President, Assistant
Secretary
SEI Global Investments Corp. Vice President, Assistant
Secretary
SEI Family Office Services, LLC Vice President, Assistant
Secretary
SEI Advanced Capital Vice President, Assistant
Management, Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
C-85
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Giving Fund Vice President, Assistant
Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Investments Global Vice President
(Bermuda) Ltd.
William E. Zitelli, Jr. SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Distribution Co. Vice President, Assistant
Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Insurance Group, 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
Management, Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
C-86
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
SEI Investments Global Vice President
(Bermuda) Ltd.
John C. Munch SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary SEI Investments Distribution Co. Vice President, Assistant
Secretary
SEI Investments, Inc. Vice President, Assistant
Secretary
SEI Ventures, Inc. Vice President, Assistant
Secretary
SEI Investments Developments, Vice President, Assistant
Inc. Secretary
SEI Insurance Group, 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
Management, Inc. Secretary
SEI Global Capital Investments, Vice President, Assistant
Inc. Secretary
SEI Primus Holding Corp. Vice President, Assistant
Secretary
SEI Investments Global Funds Vice President, Assistant
Services Secretary
SEI Investments Fund Vice President, Assistant
Management Secretary
SEI Venture Capital, Inc. Vice President, Assistant
Secretary
SEI Investments Management Vice President, Assistant
Corporation II Secretary
Wayne M. Withrow SEI Investments Company Executive Vice President
Senior Vice President SEI Investments Distribution Co. Senior Vice President
SEI Investments Global Funds Executive Vice President
Services
SEI Investments Fund Executive Vice President
Management
SEI Investments Management Senior Vice President
Corporation II
SEI Trust Company Director
Joanne Nelson SEI Investments Distribution Co Vice President
Vice President
C-87
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Rudolf F. Schmidt SEI Investments (South Africa) Director
Vice President Limited
David Campbell -- --
Senior Vice President
Al Chiaradonna -- --
Senior Vice President
Lori Heinel -- --
Senior Vice President
Brandon Sharrett -- --
Senior Vice President
Teresa Araco Rodgers SEI Giving Fund Secretary
Vice President
Kevin Barr -- --
Senior Vice President
Corinne Coyle -- --
Vice President
Ross Ellis -- --
Vice President
Philip McCabe -- --
Vice President
Steven Meyer SEI Investments Trustee & Director
Senior Vice President Custodial Services (Ireland)
Limited
SEI Investments Global Funds Senior Vice President
Services
SEI Investments Fund Senior Vice President
Management
SEI Investments Global Director, Senior Vice President
(Bermuda) Ltd.
Lartington Limited Director
Rosanne Miller SEI Investments Company Vice President, Assistant
Vice President, Assistant Secretary
Secretary
SEI Investments Distribution Co. Vice President, Assistant
Secretary
C-88
SHENKMAN CAPITAL MANAGEMENT, INC.
Shenkman Capital Management, Inc. ("Shenkman") is a sub-adviser for the
Registrant's High Yield Bond Fund. The principal business address of Shenkman is
461 Fifth Avenue, New York, New York 10017-6283. Shenkman is a registered
investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Mark Ronald Shenkman -- --
President, Director
Albert Fuss International Asset Chairman
Director Management, Ltd.
Victor M. Rosenzweig Olshan, Grundman, Frome & Partner
Director Rosenzweig, L.L.P. (law firm)
Frank X. Whitley -- --
Executive Vice President
Mark J. Flanagan -- --
Senior Vice President
Richard H. Weinstein -- --
Senior Vice President &
General Counsel
Robert Stricker -- --
Senior Vice President
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
Transamerica Investment Management, LLC ("TIM") is a sub-adviser for the
Registrant's Large Cap and Large Cap Growth Funds. The principal business
address of TIM is 1150 S. Olive St., 27th Floor, Los Angeles, California 90015.
TIM is a registered investment adviser under the Advisers Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Gary U. Rolle -- --
President, Manager, Chief
Investment Officer
Jeffrey S. Van Harte -- --
Senior Vice President,
Manager, Head of Equities
Heidi Y. Hu -- --
Senior Vice President,
Director of Fixed Income
John R. Kenney Great Companies, LLC Chairman, Director, Co-Chief
Manager Executive Officer
C-89
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Brian C. Scott AEGON/Transamerica Fund Director, President, Chief
Manager Advisers, Inc. Executive Officer
Ann Marie Swanson -- --
Vice President, Chief
Compliance Officer,
Secretary
John C. Riazzi -- --
Manager, Chief Executive
Officer
Larry N. Norman AEGON, USA Executive Vice President, Chief
Manager Operating Officer
WELLINGTON MANAGEMENT COMPANY, LLP
Wellington Management Company, LLP ("Wellington Management") is a
sub-adviser to the Registrant's Small Cap and Small/Mid Cap Equity Funds. The
principal business address of Wellington Management is 75 State Street, Boston,
Massachusetts 02109. Wellington Management is an investment adviser registered
under the Adviser Act.
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Kenneth Lee Abrams -- --
Partner
Nicholas Charles Adams Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Rand Lawrence Alexander -- --
Partner
Deborah Louise Allinson Wellington Trust Company, NA Vice President
Partner
Steven C. Angeli -- --
Partner
James Halsey Averill -- --
Partner
John F. Averill Wellington Hedge Management, Sr. Vice President
Partner Inc.
Wellington Global Holdings, Ltd. Sr. Vice President
Karl E. Bandtel Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Global Holdings, Ltd. Sr. Vice President
Wellington Hedge Management, Sr. Vice President
Inc.
C-90
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Mark James Beckwith -- --
Partner
James A. Bevilacqua Wellington Hedge Management, Sr. Vice President
Partner Inc.
Wellington Global Holdings, Ltd. Sr. Vice President
Wellington Global Administrator, Sr. Vice President
Ltd.
Kevin J. Blake Wellington Global Administrator, Director
Partner Ltd.
Wellington Global Holdings, Ltd. Director
Wellington Luxembourg S.C.A. Supervisory Board
Wellington Management Global Director
Holdings, Ltd.
William Nicholas Booth -- --
Partner
Michael J. Boudens Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Hedge Management, Sr. Vice President
Inc.
Paul Braverman Wellington Global Administrator, Chairman, Director & Treasurer
Partner Ltd.
Wellington Global Holdings, Ltd. Chairman, Director & Treasurer
Wellington Hedge Management, Treasurer
Inc.
Wellington International Director
Management Company Pte Ltd.
Wellington Management Chairman, Director & Treasurer
Global Holdings, Ltd.
Wellington Management Director & Finance Officer
International, Ltd.
Wellington Luxembourg S.C.A. Supervisory Board
Wellington Trust Company, NA Vice President and
Treasurer/Cashier
Robert A. Bruno -- --
Partner
Michael T. Carmen -- --
Partner
Maryann Evelyn Carroll -- --
Partner
William R.H. Clark Wellington International Managing Director
Partner Management Company Pte Ltd.
C-91
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
John D. Costa -- --
Partner
Pamela Dippel Wellington Trust Company, NA Director & Vice President
Partner
Scott M. Elliott -- --
Partner
Robert Lloyd Evans -- --
Partner
David R. Fassnacht -- --
Partner
Lisa de la Fuente Finkel Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Hedge Management, Sr. Vice President
Inc.
Mark T. Flaherty Wellington Trust Company, NA Vice President
Partner
Charles Townsend Freeman -- --
Partner
Laurie Allen Gabriel Wellington Global Administrator, Sr. Vice President
Managing Partner Ltd.
Wellington Hedge Management, Sr. Vice President & Director
Inc.
Wellington Trust Company, NA Vice President
Ann C. Gallo -- --
Partner
Nicholas Peter Greville Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington International Director
Management Company Pte Ltd.
Wellington Management Director
International Ltd
Paul J. Hamel Wellington Trust Company, NA Vice President
Partner
William J. Hannigan Wellington Global Administrator, Vice President
Partner Ltd.
Wellington Hedge Management, Sr. Vice President
Inc.
Lucius Tuttle Hill, III -- --
Partner
C-92
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
James P. Hoffman -- --
Partner
Jean M. Hynes Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Paul David Kaplan -- --
Partner
Lorraine A. Keady Wellington Hedge Management, Sr. Vice President
Partner Inc.
Wellington Global Administrator, Deputy Chairman & Director
Ltd.
Wellington Global Holdings, Ltd. Deputy Chairman & Director
Wellington Luxembourg S.C.A. Supervisory Board
Wellington Management Director
International Ltd
Wellington International Director
Management Company Pte Ltd
Wellington Trust Company, NA Vice President, Trust Officer
Wellington Management Deputy Chairman, Director
Global Holdings, Ltd.
John Charles Keogh Wellington Trust Company, NA Vice President
Partner
George Cabot Lodge, Jr. Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Hedge Management, Sr. Vice President
Inc.
Wellington Trust Company, NA Vice President
Nancy Therese Lukitsh Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Hedge Management, Sr. Vice President
Inc.
Wellington Trust Company, NA Vice President & Director
Mark Thomas Lynch Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Mark D. Mandel Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Christine Smith Manfredi Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Global Holdings, Ltd. Sr. Vice President
Wellington Hedge Management, Sr. Vice President
Inc.
Wellington Trust Company, NA Vice President
C-93
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Earl Edward McEvoy -- --
Partner
Duncan Mathieu McFarland Wellington Hedge Management, Chairman & Director
Managing Partner Inc.
Wellington International Director
Management Company Pte Ltd.
Wellington Management Director
International Ltd.
Wellington Trust Company, NA Vice President & Director
Paul Mulford Mecray III -- --
Partner
Matthew Edward Megargel -- --
Partner
James Nelson Mordy -- --
Partner
Diane Carol Nordin Wellington Global Administrator, Sr. Vice President
Partner Ltd.
Wellington Hedge Management, Sr. Vice President
Inc.
Wellington Trust Company, NA Vice President & Director
Wellington Management Director
International Ltd.
Wellington International Director
Management Company Pte Ltd
Stephen T. O'Brien -- --
Partner
Andrew S. Offit -- --
Partner
Edward Paul Owens Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Saul Joseph Pannell Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Thomas Louis Pappas -- --
Partner
Jonathan Martin Payson Wellington Trust Company, NA President, Chairman of the Board,
Partner Director
Philip H. Perelmuter -- --
Partner
C-94
[Enlarge/Download Table]
NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert Douglas Rands Wellington Global Holdings, Ltd. Sr. Vice President
Partner
James Albert Rullo -- --
Partner
John Robert Ryan Wellington Hedge Management, Director
Managing Partner Inc.
Joseph Harold Schwartz -- --
Partner
James H. Shakin -- --
Partner
Theodore Shasta Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Andrew J. Shilling -- --
Partner
Binkley Calhoun Shorts -- --
Partner
Scott E. Simpson Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Trond Skramstad -- --
Partner
Stephen Albert Soderberg -- --
Partner
Eric Stromquist Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Brendan James Swords Wellington Global Administrator, President
Partner Ltd.
Wellington Global Holdings, Ltd. President
Wellington Hedge Management, President
Inc.
Wellington Management President
Global Holdings, Ltd.
Harriett Tee Taggart -- --
Partner
Frank L. Teixeira -- --
Partner
C-95
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Perry Marques Traquina Wellington Trust Company, NA Vice President & Director
Partner
Wellington Management Director and Chairman of the
International Ltd Board
Wellington International Director and Chairman of the
Management Company Pte Ltd Board
Nilesh P. Undavia Wellington Global Holdings, Ltd. Sr. Vice President
Partner
Clare Villari -- --
Partner
Kim Williams -- --
Partner
Itsuki Yamashita Wellington International Sr. Managing Director
Partner Management Company Pte Ltd.
WELLS CAPITAL MANAGEMENT, INC.
Wells Capital Management, Inc. ("Wells Capital") is a sub-adviser for the
Registrant's Core Fixed Income Fund. The principal business address of Wells
Capital is 525 Market Street, 10th Floor, San Francisco, California 94105. Wells
Capital is a registered investment adviser under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert W. Bissell Wells Fargo Bank, N.A. Executive Vice President
President, Chief Executive
Officer and Director
Patricia R. Callahan Wells Fargo Bank, N.A. Executive Vice President
Executive Vice President
J. Mari Casas Wells Fargo Bank, N.A. Senior Vice President
Executive Vice President
Kirk D. Hartman -- --
Executive Vice President
and Chief Investment Officer
Amru A. Khan Wells Fargo Bank, N.A. Senior Vice President
Executive Vice President
Thomas M. O'Malley Wells Fargo Bank, N.A. Senior Vice President
Executive Vice President
James Paulsen -- --
Executive Vice President
and Chief Investment
Strategist
C-96
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
William L. Timoney -- --
Executive Vice President
Richard D. Levy Wells Fargo Bank, N.A. Senior Vice President
Senior Vice President
Karen L. Norton -- --
Senior Vice President and
Chief Administrative and
Operation Officer
David O'Keefe -- --
Senior Vice President and
Chief Financial Officer
Monica Poon -- --
Senior Vice President and
Chief Compliance Officer
Sallie C. Squire -- --
Senior Vice President and
Director of Professional
and Corporate Development
William C. Stevens -- --
Senior Vice President and
Chief Fixed Income Officer
Lisa M. Bernard Wells Fargo & Company Manager
Vice President
Heidi M. Dzieweczynski Wells Fargo Bank, N.A. Vice President
Vice President
James E. Hanson Wells Fargo Bank, N.A. Vice President
Vice President
James A. Horton Wells Fargo Bank, N.A. Vice President
Vice President
John M. Lande Wells Fargo Bank, N.A. Vice President
Vice President
Karen B. Martin Wells Fargo Bank, N.A. Vice President
Vice President
Roger J. Saucerman Wells Fargo Bank, N.A. Vice President
Vice President
Thomas J. Schneider Wells Fargo Bank, N.A. Vice President
Vice President
C-97
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
Robert S. Singley Wells Fargo Bank, N.A. Vice President and Secretary
Vice President and
Secretary
Rachelle M. Graham Wells Fargo Bank, N.A. Assistant Secretary
Assistant Secretary
Susan H. Lane Wells Fargo & Company Assistant Secretary to various
Assistant Secretary Wells Fargo affiliates
David A. Hoyt Wells Fargo Bank, N.A. Vice Chairman
Director
WESTERN ASSET MANAGEMENT COMPANY
Western Asset Management Company ("Western") is a sub-adviser for the Core
Fixed Income Fund. The principal business address of Western is 117 East
Colorado Boulevard, Pasadena, California 91105. Western is an investment adviser
registered under the Advisers Act.
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NAME AND POSITION
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
--------------------------------- -------------------------------------- -----------------------------------------
James W. Hirschmann Pacific American Income Shares President
President and Chief Western Asset Funds President
Executive Officer Western Asset Premier Bond President
Fund
Western Asset Management Director
Company Limited
Timothy C. Scheve Legg Mason, Inc. Senior Executive Vice President
Non Employee Director
Edward A. Taber Legg Mason, Inc. Senior Executive Vice President
Non Employee Director
Bruce D. Alberts -- --
Chief Financial Officer
Gavin L. James Western Asset Funds Vice President
Director of Global Client
Services
S. Kenneth Leech Western Asset Premier Bond Vice President
Chief Investment Officer Fund
Pacific American Income Shares Vice President
Western Asset Funds Vice President
Stephen A. Walsh Western Asset Funds Vice President
Deputy Chief Investment
Officer
Gregory B. McShea -- --
Head of Compliance
C-98
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:
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SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
STI Classic Funds May 29, 1992
The Arbor Fund January 28, 1993
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
SEI Asset Allocation Trust April 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
Expedition Funds June 9, 1997
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
CNI Charter Funds April 1, 1999
The Armada Advantage Fund May 1, 1999
Amerindo Funds Inc. July 13, 1999
iShares Inc. January 28, 2000
iShares Trust April 25, 2000
Pitcairn Funds August 1, 2000
First Focus Funds, Inc. October 1, 2000
JohnsonFamily Funds, Inc. November 1, 2000
The MDL Funds January 24, 2001
Causeway Capital Management Trust September 20, 2001
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.
C-99
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POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
------------------------------ ---------------------------------------------------- --------------------------
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Mark J. Held President & Chief Operating Officer --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Carl A. Guarino Director, Executive Vice President --
Edward D. Loughlin Director, Executive Vice President President,
Chief Executive
Officer
Jack May Senior Vice President --
Kevin P. Robins Senior Vice President --
Wayne M. Withrow Senior Vice President --
Patrick K. Walsh Senior Vice President --
Timothy D. Barto Vice President & Assistant Secretary Vice President &
Secretary
Robert Crudup Vice President --
Richard A. Deak Vice President & Assistant Secretary --
Scott W. Dellorfano Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Scott C. Fanatico Vice President --
Michael Farrell Vice President --
Vic Galef Vice President --
Steven A. Gardner Vice President --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary --
Sherry K. Vetterlein Vice President & Assistant Secretary Vice President &
Assistant Secretary
Kathy Heilig Vice President --
Bridget Jensen Vice President --
John Krzeminski Vice President --
Karen LaTourette Secretary --
Paul Lonergan Vice President --
Ellen Marquis Vice President --
Carolyn McLaurin Vice President & Managing Director --
Christine M. McCullough Vice President & Assistant Secretary Vice President and
Assistant Secretary
Roseanne Miller Vice President & Assistant Secretary --
John C. Munch Vice President & Assistant Secretary Vice President &
Assistant Secretary
C-100
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POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
------------------------------ ---------------------------------------------------- --------------------------
Joanne Nelson Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Kathryn L. Stanton Vice President --
Lori L. White Vice President & Assistant Secretary --
William E. Zitelli, Jr. Vice President & Assistant Secretary Vice President and
Assistant Secretary
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, 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 Registrant's Custodians:
Wachovia Bank N.A. (formerly First Union National Bank)
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101
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 Administrator:
SEI Investments Fund Management
Oaks, PA 19456
(c) With respect to Rules 31a-1(b)(5),(6),(9) and 10 and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Money Managers:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
Analytic Investors
700 South Flower, Suite 2400
Los Angeles, California 90017
Aronson+Johnson+Ortiz, LP
230 South Broad Street
Twentieth Floor
Philadelphia, Pennsylvania 19102
C-101
Artisan Partners Limited Partnership
1000 N. Water Street, Suite 1770
(After 11/15/03: 875 E. Wisconsin Avenue, Suite 800)
Milwaukee, Wisconsin 53202
Barclays Global Fund Advisors
45 Fremont Street
San Francisco, California 94105
BlackRock Advisors, Inc.
40 East 52nd Street
New York, New York 10022
The Boston Company Asset Management
One Boston Place
Boston, Massachusetts 02108
Capital Guardian Trust Company
333 South Hope Street,
55th Floor
Los Angeles, California 90071
Citigroup Asset Management Ltd.
Citigroup Centre
Canada Square
Canary Wharf, London E14 5LB, England
David J. Greene & Company, LLC
599 Lexington Avenue
New York, New York 10022
Delaware Management Business Trust
One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103
Emerging Markets Management, L.L.C.
1001 Nineteenth Street North
17th Floor
Arlington, Virginia 22209-1722
Enhanced Investment Technologies, LLC
2401 P.G.A. Boulevard
Suite 100
Palm Beach Gardens, Florida 33410
Fischer Francis Trees & Watts, Inc.
200 Park Avenue, 46th Floor
New York, New York 10166
Fisher Investments, Inc.
13100 Skyline Blvd.
Woodside, California 94062
C-102
Franklin Portfolio Associates, LLC
Two International Place
22nd Floor
Boston, Massachusetts 02110
Goldman Sachs Asset Management, L.P.
32 Old Slip
New York, New York 10005
Lee Munder Investments, Ltd.
200 Clarendon Street, 28th Floor
Boston, Massachusetts 02116
LSV Asset Management
1 N. Wacker Drive
Chicago, Illinois 60606
Martingale Asset Management, L.P.
222 Berkeley Street
Boston, Massachusetts 02116
Mazama Capital Management, Inc.
One Southwest Columbia Street
Suite 1500
Portland, Oregon 97258
McKinley Capital Management Inc.
3301 C Street
Suite 500
Anchorage, Alaska 99503
Metropolitan West Asset Management Inc.
11766 Wilshire Boulevard, Suite 1580
Los Angeles, California 90025
Montag & Caldwell, Inc.
3455 Peachtree Rd. NE Ste 1200
Atlanta, Georgia 30326-3248
Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
Nicholas-Applegate Capital Management
600 West Broadway, Suite 2900
San Diego, California 92101
Nomura Corporate Research and Asset Management Inc.
2 World Financial Center
Building B
New York, New York 10281-1198
Peregrine Capital Management Inc.
800 LaSalle Avenue, Suite 1850
Minneapolis, Minnesota 55402
C-103
Prudential Investment Management, Inc.
Gateway Center 2
McCarter Highway & Market Street
Newark, New Jersey 07102
RS Investments
388 Market Street
Suite 200
San Francisco, California 94111
Sanford C. Bernstein & Co., LLC
767 Fifth Avenue
New York, New York 10153
Security Capital Research &
Management Incorporated
11 South LaSalle Street, 2nd Floor
Chicago, Illinois 60603
SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Shenkman Capital Management, Inc.
461 Fifth Avenue
New York, New York 10017
Transamerica Investment Management, LLC
1150 S. Olive Street, 27th Floor
Los Angeles, California 90015
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109
Wells Capital Management, Inc.
525 Market Street, 10th Floor
San Francisco, California 94105
Western Asset Management Company
117 East Colorado Boulevard, 6th Floor
Pasadena, California 91105
ITEM 29. MANAGEMENT SERVICES:
None.
ITEM 30. UNDERTAKINGS:
None.
C-104
NOTICE
A copy of the Agreement and Declaration of Trust of SEI Institutional
Investments Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Trust by an officer of the Trust as an officer
and by its Trustees as trustees and not individually and the obligations of or
arising out of this Registration Statement are not binding upon any of the
Trustees, Officers, or Shareholders individually but are binding only upon the
assets and property of the Trust.
C-105
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
has duly caused this Post-Effective Amendment No. 14 to Registration Statement
No. 33-58041 to be signed on its behalf by the undersigned, duly authorized, in
the City of Oaks, Commonwealth of Pennsylvania on the 14th day of November,
2003.
SEI INSTITUTIONAL INVESTMENTS TRUST
BY: /s/ EDWARD D. LOUGHLIN
------------------------------------------
Edward D. Loughlin
PRESIDENT & CHIEF EXECUTIVE OFFICER
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.
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* Trustee November 14, 2003
------------------------------------------
Rosemarie B. Greco
* Trustee November 14, 2003
------------------------------------------
William M. Doran
* Trustee November 14, 2003
------------------------------------------
F. Wendell Gooch
* Trustee November 14, 2003
------------------------------------------
George J. Sullivan, Jr.
* Trustee November 14, 2003
------------------------------------------
James M. Storey
* Trustee November 14, 2003
------------------------------------------
Robert A. Nesher
* Trustee November 14, 2003
------------------------------------------
Nina Lesavoy
/s/ EDWARD D. LOUGHLIN President & Chief November 14, 2003
------------------------------------------ Executive Officer
Edward D. Loughlin
/s/ PEDRO A. RODRIGUEZ Controller & Chief Financial November 14, 2003
------------------------------------------ Officer
Pedro A. Rodriguez
*By: /s/ EDWARD D. LOUGHLIN
-------------------------------------
Edward D. Loughlin,
ATTORNEY-IN-FACT
C-106
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
------------------- ----------------------------------------------------------
EX-99.B(a) Registrant's Declaration of Trust is incorporated herein
by reference to Exhibit (1) of Registrant's Registration
Statement on Form N-1A (File No. 33-58041), filed with
the Securities and Exchange Commission ("SEC") on March
10, 1995.
EX-99.B(b) Amended By-Laws, dated February 20, 2001, are herein
incorporated by reference to Exhibit (b)(3) of
Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 28, 2001.
EX-99.B(c) Not Applicable.
EX-99.B(d)(1) Investment Advisory Agreement between the Trust and SEI
Investments Management Corporation ("SIMC") (formerly
"SEI Financial Management Corporation") as previously
filed with Registrant's Pre-Effective Amendment No. 2 on
Form N-1A (File No. 33-58041), filed with the SEC on
June 7, 1996 is herein incorporated by reference to
Exhibit (5)(a) of Post-Effective Amendment No. 2, filed
with the SEC on September 29, 1997.
EX-99.B(d)(2) Form of Schedule B to the Investment Advisory Agreement
between the Trust and SIMC, adding the Large Cap
Disciplined Equity and Small/Mid Cap Equity Funds is
filed herewith.
EX-99.B(d)(3) Investment Sub-Advisory Agreement between SIMC and
BlackRock Financial Management, Inc. with respect to the
Core Fixed Income Fund as previously filed with
Registrant's Pre-Effective Amendment No. 1 on Form N-1A
(File No. 33-58041), filed with the SEC on April 26,
1996 is herein incorporated by reference to Exhibit
(5)(g) of Post-Effective Amendment No. 2, filed with the
SEC on September 29, 1997.
EX-99.B(d)(4) Investment Sub-Advisory Agreement between SIMC and LSV
Asset Management with respect to the Trust's Large Cap
and Small Cap Funds as previously filed with
Registrant's Pre-Effective Amendment No. 1 on Form N-1A
(File No. 33-58041), filed with the SEC on April 26,
1996 is herein incorporated by reference to Exhibit
(5)(k) of Post-Effective Amendment No. 2, filed with the
SEC on September 29, 1997.
EX-99.B(d)(5) Investment Sub-Advisory Agreement between SIMC and Western
Asset Management Company with respect to the Core Fixed
Income Fund as previously filed with Registrant's
Pre-Effective Amendment No. 1 on Form N-1A (File No.
33-58041), filed with the SEC on April 26, 1996 is
herein incorporated by reference to Exhibit (5)(u) of
Post-Effective Amendment No. 2, filed with the SEC on
September 29, 1997.
EX-99.B(d)(6) Schedule B dated January 1, 1997 to the Trust's
Sub-Advisory Agreement dated June 14, 1996 between SIMC
and LSV Asset Management with respect to the Large Cap
and Small Cap Value Funds is incorporated by reference
to Exhibit (5)(ee) of Registrant's Registration
Statement on Form N-1A (File No. 33-58041), filed with
the SEC on September 29, 1997.
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EXHIBIT NUMBER DESCRIPTION
------------------- ----------------------------------------------------------
EX-99.B(d)(7) Investment Sub-Advisory Agreement between SIMC and RS
Investments with respect to the Small Cap Fund is herein
incorporated by reference to Exhibit (5)(hh) of
Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041),
filed with the SEC on September 25, 1998.
EX-99.B(d)(8) Investment Sub-Advisory Agreement between SIMC and Capital
Guardian Trust Company with respect to the International
Equity Fund is herein incorporated by reference to
Exhibit (5)(ii) of Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041), filed with the SEC on September 25, 1998.
EX-99.B(d)(9) Assignment and Assumption Agreement dated June 26, 2002
and Consent dated June 28, 2002 between SIMC and
BlackRock Advisors, Inc. is herein incorporated by
reference to Exhibit (d)(12) of Post-Effective Amendment
No. 10 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2002.
EX-99.B(d)(10) Investment Sub-Advisory Agreement between SIMC and Artisan
Partners Limited Partnership with respect to the Small
Cap Fund is herein incorporated by reference to Exhibit
(d)(43) of Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on July 16, 1999.
EX-99.B(d)(11) Investment Sub-Advisory Agreement between SIMC and Nomura
Corporate Research and Asset Management Inc. with
respect to the High Yield Bond Fund is herein
incorporated by reference to Exhibit (d)(45) of
Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 28, 2001.
EX-99.B(d)(12) Investment Sub-Advisory Agreement between SIMC and
Security Capital Research & Management Incorporated with
respect to the Small Cap Fund is herein incorporated by
reference to Exhibit (d)(46) of Post-Effective Amendment
No. 5 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
28, 1999.
EX-99.B(d)(13) Investment Sub-Advisory Agreement between SIMC and The
Boston Company Asset Management with respect to the
Emerging Markets Equity Fund is herein incorporated by
reference to Exhibit (d)(47) of Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
27, 2000.
EX-99.B(d)(14) Investment Sub-Advisory Agreement between SIMC and
McKinley Capital Management Inc. with respect to the
Small Cap Fund is herein incorporated by reference to
Exhibit (d)(52) of Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 27, 2000.
EX-99.B(d)(15) Investment Sub-Advisory Agreement between SIMC and David
J. Greene & Company, LLC with respect to the Small Cap
Fund is herein incorporated by reference to Exhibit
(d)(53) of Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 28, 2001.
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EXHIBIT NUMBER DESCRIPTION
------------------- ----------------------------------------------------------
EX-99.B(d)(16) Investment Sub-Advisory Agreement between SIMC and Morgan
Stanley Investment Management Inc. with respect to the
International Equity Fund is herein incorporated by
reference to Exhibit (d)(56) of Post-Effective Amendment
No. 7 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
28, 2001.
EX-99.B(d)(17) Investment Sub-Advisory Agreement between SIMC and
Peregrine Capital Management Inc. with respect to the
Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(57) of
Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 28, 2001.
EX-99.B(d)(18) Investment Sub-Advisory Agreement between SIMC and Sanford
C. Bernstein & Co., LLC, as revised October 2, 2000,
with respect to the Large Cap and Large Cap Value Funds
is herein incorporated by reference to Exhibit (d)(58)
of Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 28, 2001.
EX-99.B(d)(19) Investment Sub-Advisory Agreement between SIMC and
Shenkman Capital Management, Inc. with respect to the
High Yield Bond Fund is herein incorporated by reference
to Exhibit (d)(59) of Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 28, 2001.
EX-99.B(d)(20) Investment Sub-Advisory Agreement between SIMC and
Transamerica Investment Management, LLC with respect to
the Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(61) of
Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 28, 2001.
EX-99.B(d)(21) Investment Sub-Advisory Agreement dated March 19, 2002
between SIMC and Barclays Global Fund Advisors, with
respect to the Large Cap Index, Large Cap Value Index,
and Large Cap Growth Index Funds, is herein incorporated
by reference to Exhibit (d)(62) of Post-Effective
Amendment No. 9 to Registrant's Registration Statement
on Form N-1A (File No. 33-58041) filed with the SEC on
March 29, 2002.
EX-99.B(d)(22) Investment Sub-Advisory Agreement dated March 12, 2002
between SIMC and Montag & Caldwell Inc., with respect to
the Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(63) of
Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-58401)
filed with the SEC on March 29, 2002.
EX-99.B(d)(23) Investment Sub-Advisory Agreement dated March 14, 2002
between SIMC and Wellington Management Company, LLP,
with respect to the Small Cap Growth Fund, is herein
incorporated by reference to Exhibit (d)(64) of
Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on March 29, 2002.
EX-99.B(d)(24) Investment Sub-Advisory Agreement between SIMC and Mazama
Capital Management, Inc. dated December 13, 1999 with
respect to the Small Cap Fund is herein incorporated by
reference to Exhibit (d)(36) of Post-Effective Amendment
No. 10 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2002.
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EXHIBIT NUMBER DESCRIPTION
------------------- ----------------------------------------------------------
EX-99.B(d)(25) Investment Sub-Advisory Agreement between SIMC and
Metropolitan West Asset Management LLC dated June 26,
2002 with respect to the Core Fixed Income Fund is
herein incorporated by reference to Exhibit (d)(37) of
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2002.
EX-99.B(d)(26) Form of Investment Sub-Advisory Agreement between SIMC and
Fischer Francis Trees & Watts, Inc. with respect to the
International Fixed Income Fund is herein incorporated
by reference to Exhibit (d)(38) of Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N-1A (File No. 33-58041) filed with the SEC on
September 30, 2002.
EX-99.B(d)(27) Amendment to Investment Sub-Advisory Agreement between
SIMC and Montag & Caldwell, Inc. is herein incorporated
by reference to Exhibit (d)(39) of Post-Effective
Amendment No. 10 to Registrant's Registration Statement
on Form N-1A (File No. 33-58041) filed with the SEC on
September 30, 2002.
EX-99.B(d)(28) Investment Sub-Advisory Agreement between SIMC and Lee
Munder Investments, Ltd. with respect to the Small Cap
Fund is herein incorporated by reference to Exhibit
(d)(36) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on May 16, 2003.
EX-99.B(d)(29) Investment Sub-Advisory Agreement between SIMC and
Martingale Asset Management with respect to the Small
Cap Fund is herein incorporated by reference to Exhibit
(d)(37) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on May 16, 2003.
EX-99.B(d)(30) Investment Sub-Advisory Agreement between SIMC and Goldman
Sachs Asset Management, L.P. with respect to the Large
Cap and Large Cap Growth Funds is herein incorporated by
reference to Exhibit (d)(38) of Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on May 16,
2003.
EX-99.B(d)(31) Investment Sub-Advisory Agreement between SIMC and
Emerging Markets Management, L.L.C. with respect to the
Emerging Markets Equity Fund is herein incorporated by
reference to Exhibit (d)(39) of Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on May 16,
2003.
EX-99.B(d)(32) Investment Sub-Advisory Agreement between SIMC and
McKinley Capital Management, Inc. with respect to the
Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(40) of
Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on May 16, 2003.
EX-99.B(d)(33) Form of Investment Sub-Advisory Agreement between SIMC and
LSV Asset Management with respect to the Large Cap Value
Fund is herein incorporated by reference to Exhibit
(d)(41) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on May 16, 2003.
[Download Table]
EXHIBIT NUMBER DESCRIPTION
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EX-99.B(d)(34) Investment Sub-Advisory Agreement between SIMC and
Alliance Capital Management L.P. with respect to the
Emerging Markets Equity Fund is herein incorporated by
reference to Exhibit (d)(42) of Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on May 16,
2003.
EX-99.B(d)(35) Form of Investment Sub-Advisory Agreement between SIMC and
Nicholas-Applegate Capital Management with respect to
the High Yield Bond Fund is herein incorporated by
reference to Exhibit (d)(44) of Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on May 16,
2003.
EX-99.B(d)(36) Investment Sub-Advisory Agreement between SIMC and
Aronson+Johnson+Ortiz, LP with respect to the Large Cap
and Large Cap Value Funds is herein incorporated by
reference to Exhibit (d)(36) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
EX-99.B(d)(37) Investment Sub-Advisory Agreement between SIMC and
Franklin Portfolio Associates, LLC with respect to the
Large Cap and Large Cap Value Funds is herein
incorporated by reference to Exhibit (d)(37) of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(d)(38) Investment Sub-Advisory Agreement between SIMC and
Barclays Global Fund Advisors with respect to the Large
Cap Disciplined Equity Fund is herein incorporated by
reference to Exhibit (d)(38) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
EX-99.B(d)(39) Investment Sub-Advisory Agreement between SIMC and
Enhanced Investment Technologies, LLC with respect to
the Large Cap Disciplined Equity Fund is herein
incorporated by reference to Exhibit (d)(38) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(40) Investment Sub-Advisory Agreement between SIMC and
Analytic Investors, Inc. with respect to the Large Cap
Disciplined Equity Fund is herein incorporated by
reference to Exhibit (d)(40) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
EX-99.B(d)(41) Investment Sub-Advisory Agreement between SIMC and
Prudential Investment Management, Inc. with respect to
the Large Cap Disciplined Equity Fund is herein
incorporated by reference to Exhibit (d)(41) of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(d)(42) Investment Sub-Advisory Agreement between SIMC and
Delaware Management Company, a series of Delaware
Management Business Trust with respect to the Small Cap
and Small/Mid Cap Equity Funds is herein incorporated by
reference to Exhibit (d)(42) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(d)(43) Investment Sub-Advisory Agreement between SIMC and Mazama
Capital Management, Inc. with respect to the Small/Mid
Cap Equity Fund is herein incorporated by reference to
Exhibit (d)(43) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on July 29, 2003.
EX-99.B(d)(44) Investment Sub-Advisory Agreement between SIMC and
Security Capital Research & Management Incorporated with
respect to the Small/Mid Cap Equity Fund is herein
incorporated by reference to Exhibit (d)(45) of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(d)(45) Investment Sub-Advisory Agreement between SIMC and
BlackRock Advisors, Inc. with respect to the Small Cap
and Small/Mid Cap Equity Funds is herein incorporated by
reference to Exhibit (d)(46) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
EX-99.B(d)(46) Investment Sub-Advisory Agreement between SIMC and Fisher
Investments, Inc. with respect to the International
Equity Fund is herein incorporated by reference to
Exhibit (d)(47) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on July 29, 2003.
EX-99.B(d)(47) Investment Sub-Advisory Agreement between SIMC and
Alliance Capital Management, L.P. with respect to the
International Equity Fund is herein incorporated by
reference to Exhibit (d)(48) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
EX-99.B(d)(48) Investment Sub-Advisory Agreement between SIMC and
McKinley Capital Management, Inc. with respect to the
International Equity Fund is herein incorporated by
reference to Exhibit (d)(49) of Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on July 29,
2003.
EX-99.B(d)(49) Form of Investment Sub-Advisory Agreement between SIMC and
Artisan Partners Limited Partnership with respect to the
Small/Mid Cap Equity Fund is herein incorporated by
reference to Exhibit (d)(48) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(50) Investment Sub-Advisory Agreement between SIMC and
Citigroup Asset Management Limited with respect to the
Emerging Markets Equity Fund is filed herewith.
EX-99.B(d)(51) Form of Investment Sub-Advisory Agreement between SIMC and
Lee Munder Investments, Ltd. with respect to the
Small/Mid Cap Equity Fund is herein incorporated by
reference to Exhibit (d)(50) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(d)(52) Form of Investment Sub-Advisory Agreement between SIMC and
LSV Asset Management with respect to the Small/Mid Cap
Equity Fund is herein incorporated by reference to
Exhibit (d)(51) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(d)(53) Form of Schedules A and B to the Investment Sub-Advisory
Agreement between SIMC and Martingale Asset Management,
L.P. with respect to the Small Cap and Small/Mid Cap
Equity Funds is herein incorporated by reference to
Exhibit (d)(52) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(d)(54) Form of Investment Sub-Advisory Agreement between SIMC
and Wellington Management Company LLP with respect to
the Small/Mid Cap Equity Fund is herein incorporated by
reference to Exhibit (d)(53) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(55) Investment Sub-Advisory Agreement between SIMC and Wells
Capital Management, Inc. with respect to the Core Fixed
Income Fund is filed herewith.
EX-99.B(d)(56) Assumption Agreement dated March 28, 2003 between Goldman,
Sachs & Co. and Goldman Sachs Asset Management, L.P.
with respect to the Large Cap and the Large Cap Growth
Funds is herein incorporated by reference to Exhibit
(d)(55) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(d)(57) Amendment to Investment Sub-Advisory Agreement between
SIMC and Alliance Capital Management, L.P. with respect
to the Emerging Markets Equity Fund is herein
incorporated by reference to Exhibit (d)(56) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(58) Amendment to Investment Sub-Advisory Agreement between
SIMC and Artisan Partners Limited Partnership with
respect to the Small Cap Fund is herein incorporated by
reference to Exhibit (d)(57) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(59) Amendment to Investment Sub-Advisory Agreement between
SIMC and Barclays Global Fund Advisors with respect to
the Large Cap Index, Large Cap Value Index, and Large
Cap Growth Index Funds is herein incorporated by
reference to Exhibit (d)(58) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(60) Amendment to Investment Sub-Advisory Agreement between
SIMC and BlackRock Advisors, Inc. with respect to the
Core Fixed Income Fund is herein incorporated by
reference to Exhibit (d)(59) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
[Download Table]
EXHIBIT NUMBER DESCRIPTION
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EX-99.B(d)(61) Amendment to Investment Sub-Advisory Agreement between
SIMC and The Boston Company Asset Management with
respect to the Emerging Markets Equity Fund is herein
incorporated by reference to Exhibit (d)(60) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(62) Amendment to Investment Sub-Advisory Agreement between
SIMC and Capital Guardian Trust Company with respect to
the International Equity Fund is herein incorporated by
reference to Exhibit (d)(61) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(63) Amendment to Investment Sub-Advisory Agreement between
SIMC and David J. Green and Company, LLC with respect to
the Small Cap Fund is herein incorporated by reference
to Exhibit (d)(62) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(d)(64) Amendment to Investment Sub-Advisory Agreement between
SIMC and Emerging Markets Management, L.L.C. with
respect to the Emerging Markets Equity Fund is herein
incorporated by reference to Exhibit (d)(63) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(65) Amendment to Investment Sub-Advisory Agreement between
SIMC and Goldman Sachs Asset Management with respect to
the Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(64) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(66) Amendment to Investment Sub-Advisory Agreement between
SIMC and Lee Munder Investments, Ltd. with respect to
the Small Cap Fund is herein incorporated by reference
to Exhibit (d)(65) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(d)(67) Amendment to Investment Sub-Advisory Agreement between
SIMC and LSV Asset Management with respect to the Large
Cap, Large Cap Value and Small Cap Funds is herein
incorporated by reference to Exhibit (d)(66) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(68) Amendment to Investment Sub-Advisory Agreement between
SIMC and Martingale Asset Management, L.P. with respect
to the Small Cap Fund is herein incorporated by
reference to Exhibit (d)(67) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(69) Amendment to Investment Sub-Advisory Agreement between
SIMC and Mazama Capital Management, L.P. with respect to
the Small Cap Fund is herein incorporated by reference
to Exhibit (d)(68) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(d)(70) Amendment to Investment Sub-Advisory Agreement between
SIMC and McKinley Capital Management with respect to the
Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(69) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(71) Amendment to Investment Sub-Advisory Agreement between
SIMC and McKinley Capital Management with respect to the
Small Cap Fund is herein incorporated by reference to
Exhibit (d)(70) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(d)(72) Amendment to Investment Sub-Advisory Agreement between
SIMC and Metropolitan West Asset Management with respect
to the Core Fixed Income Fund is herein incorporated by
reference to Exhibit (d)(71) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(73) Amendment to Investment Sub-Advisory Agreement between
SIMC and Montag & Caldwell, Inc. with respect to the
Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(72) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(74) Amendment to Investment Sub-Advisory Agreement between
SIMC and Morgan Stanley Investment Management Inc. with
respect to the International Equity Fund is herein
incorporated by reference to Exhibit (d)(73) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(75) Amendment to Investment Sub-Advisory Agreement between
SIMC and Nicholas-Applegate Capital Management with
respect to the High Yield Bond Fund is herein
incorporated by reference to Exhibit (d)(74) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(76) Amendment to Investment Sub-Advisory Agreement between
SIMC and Nomura Corporate Research and Asset Management
Inc. with respect to the High Yield Bond Fund is herein
incorporated by reference to Exhibit (d)(75) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(77) Amendment to Investment Sub-Advisory Agreement between
SIMC and Peregrine Capital Management, Inc. with respect
to the Large Cap and Large Cap Growth Funds is herein
incorporated by reference to Exhibit (d)(76) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(78) Amendment to Investment Sub-Advisory Agreement between
SIMC and RS Investment Management, L.P. with regard to
the Small Cap Fund is herein incorporated by reference
to Exhibit (d)(77) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(d)(79) Amendment to Investment Sub-Advisory Agreement between
SIMC and Sanford C. Bernstein & Co., LLC with respect to
the Large Cap and Large Cap Value Funds is herein
incorporated by reference to Exhibit (d)(78) of Post
Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-58041) filed with
the SEC on September 30, 2003.
EX-99.B(d)(80) Amendment to Investment Sub-Advisory Agreement between
SIMC and Security Capital Research & Management
Incorporated with respect to the Small Cap Fund is
herein incorporated by reference to Exhibit (d)(79) of
Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2003.
EX-99.B(d)(81) Amendment to Investment Sub-Advisory Agreement between
SIMC and Shenkman Capital Management, Inc. with respect
to the High Yield Bond Fund is herein incorporated by
reference to Exhibit (d)(80) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(82) Amendment to Investment Sub-Advisory Agreement between
SIMC and Transamerica Investment Management, LLC with
respect to the Large Cap and Large Cap Growth Funds is
herein incorporated by reference to Exhibit (d)(81) of
Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2003.
EX-99.B(d)(83) Amendment to Investment Sub-Advisory Agreement between
SIMC and Wellington Management Company, LLP with respect
to the Small Cap Fund is herein incorporated by
reference to Exhibit (d)(82) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(84) Amendment to Investment Sub-Advisory Agreement between
SIMC and Western Asset Management Company with respect
to the Core Fixed Income Fund is herein incorporated by
reference to Exhibit (d)(83) of Post Effective Amendment
No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-58041) filed with the SEC on September
30, 2003.
EX-99.B(d)(85) Schedule C to Investment Sub-Advisory Agreement between
SIMC and LSV Asset Management with respect to the Large
Cap, Large Cap Value, and Small Cap Funds is filed
herewith.
EX-99.B(e)(1) Amended and Restated Distribution Agreement between the
Trust and SEI Investments Distribution Co. dated
September 16, 2002 is herein incorporated by reference
to Exhibit (e) of Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2002.
EX-99.B(e)(2) Schedule A to the Distribution Agreement between the Trust
and SEI Investments Distribution Co., as amended
June 30, 2003, is filed herewith.
EX-99.B(f) Not Applicable.
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(g)(1) Custodian Agreement between the Trust and First Union
National Bank, N.A.with respect to the Trust's Large
Cap, Small Cap, Core Fixed Income and High Yield Bond
Funds as previously filed with Registrant's
Pre-Effective Amendment No. 2 on Form N-1A (File No.
33-58041), filed with the SEC on June 7, 1996 is herein
incorporated by reference to Exhibit (8) of
Post-Effective Amendment No. 2, filed with the SEC on
September 29, 1997.
EX-99.B(g)(2) Custodian Agreement between the Trust and State Street
Bank and Trust Company is incorporated by reference to
Exhibit (8)(a) of Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041), filed with the SEC on September 29, 1997.
EX-99.B(h)(1) Amended and Restated Administration and Transfer Agency
Agreement between the Trust and SEI Investments Fund
Management dated September 16, 2002 is herein
incorporated by reference to Exhibit (h)(1) of
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2002.
EX-99.B(h)(2) Form of Administrative Services Plan and Agreement between
the Trust and the Distributor relating to the Class T
Shares is herein incorporated by reference to Exhibit
(h)(2) of Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2002.
EX-99.B(h)(3) Form of Amended Shareholder Service Plan and Agreement
between the Trust and the Distributor relating to the
Class T Shares is herein incorporated by reference to
Exhibit (h)(3) of Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2002.
EX-99.B(h)(4) Schedule C to the Administration and Transfer Agency
Agreement between the Trust and SEI Investments Fund
Management, as amended June 30, 2003, is filed
herewith.
EX-99.B(i) Opinion and Consent of Counsel to be filed by later
amendment.
EX-99.B(j) Consent of Independent Accountants to be filed by later
amendment.
EX-99.B(k) Not Applicable.
EX-99.B(l) Not Applicable.
EX-99.B(m) Not Applicable.
EX-99.B(n) Amended and Restated Rule 18f-3 Plan dated November 14,
2001, as approved September 16, 2002, is herein
incorporated by reference to Exhibit (n) of
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2002.
EX-99.B(o) Not Applicable.
EX-99.B(p)(1) The Code of Ethics for SEI Investments Company dated
December 2001 is incorporated by reference to Exhibit
(p)(2) of Post-Effective Amendment No. 50 of SEI Tax
Exempt Trust's Registration Statement on Form N-1A (File
Nos. 2-76990 and 811-3447), filed with the SEC on
December 30, 2002 (Accession #0001047469-02-008648).
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(p)(2) The Code of Ethics for SEI Institutional Investments Trust
dated March 20, 2000 is herein incorporated by reference
to Exhibit (p)(2) of Post-Effective Amendment No. 33 of
SEI Institutional Managed Trust's Registration Statement
on Form N-1A (File Nos. 811-4878 and 33-9504), filed
with the SEC on July 3, 2000 (Accession
#0000912057-00-030741).
EX-99.B(p)(3) The Code of Ethics dated 2003 for Alliance Capital
Management, L.P. is herein incorporated by reference to
Exhibit (p)(3) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
EX-99.B(p)(4) The Code of Ethics dated 2003 for Artisan Partners Limited
Partnership is herein incorporated by reference to
Exhibit (p)(3) of Post-Effective Amendment No. 39 of SEI
Institutional Managed Trust's Registration Statement on
Form N-1A (File Nos. 811-4878 and 33-9504) filed with
the SEC on August 29, 2003.
EX-99.B(p)(5) The Code of Ethics for Barclays Global Fund Advisors is
herein incorporated by reference to Exhibit (p)(42) of
Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A filed with the SEC
on March 29, 2002.
EX-99.B(p)(6) The Code of Ethics for BlackRock Advisors, Inc. is herein
incorporated by reference to Exhibit (p)(6) of
Post-Effective Amendment No. 33 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File Nos. 811-4878 and 33-9504), filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
EX-99.B(p)(7) The Code of Ethics for The Boston Company Asset Management
is herein incorporated by reference to Exhibit (p)(8) of
Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 27, 2000.
EX-99.B(p)(8) The Code of Ethics for Capital Guardian Trust Company is
herein incorporated by reference to Exhibit (p)(5) of
Post-Effective Amendment No. 30 of SEI Institutional
International Trust's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on June 30,
2000.
EX-99.B(p)(9) The Code of Ethics for Citigroup Asset Management Limited
is herein incorporated by reference to Exhibit (p)(9) of
Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2003.
EX-99.B(p)(10) The Code of Ethics for David J. Greene and Company, LLC is
herein incorporated by reference to Exhibit (p)(24) of
Post-Effective Amendment No. 34 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File No. 33-9504), filed with the SEC on July 14, 2000
(Accession #0000912057-00-032065).
EX-99.B(p)(11) The Code of Ethics for Emerging Markets Management, L.L.C.
is herein incorporated by reference to Exhibit (p)(33)
of Post-Effective Amendment No. 5 of SEI Insurance
Products Trust's Registration Statement on Form N-1A
(File No. 333-70013), filed with the SEC on April 30,
2003.
EX-99.B(p)(12) Code of Ethics for Fischer Francis Trees & Watts, Inc.
dated 2003 is herein incorporated by reference to
Exhibit (p)(12) of Post Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 30, 2003.
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EXHIBIT NUMBER DESCRIPTION
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EX-99.B(p)(13) The Code of Ethics for Goldman Sachs Asset Management,
L.P. is herein incorporated by reference to Exhibit
(p)(34) of SEI Insurance Products Trust's Registration
Statement on Form N-1A (File Nos. 333-70013 and
811-09183) filed with the SEC on April 30, 2003.
EX-99.B(p)(14) The Code of Ethics for Lee Munder Investments, Ltd. is
herein incorporated by reference to Exhibit (p)(35) of
SEI Insurance Products Trust's Registration Statement on
Form N-1A (File Nos. 333-70013 and 811-09183) filed with
the SEC on April 30, 2003.
EX-99.B(p)(15) The Code of Ethics for LSV Asset Management, L.P. is
herein incorporated by reference to Exhibit (p)(9) of
Post-Effective Amendment No. 33 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File Nos. 811-4878 and 33-9504), filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
EX-99.B(p)(16) The Code of Ethics for Martingale Asset Management, L.P.
is herein incorporated by reference to Exhibit (p)(39)
of SEI Insurance Products Trust's Registration Statement
on Form N-1A (File Nos. 333-70013 and 811-09183) filed
with the SEC on April 30, 2003.
EX-99.B(p)(17) The Code of Ethics for Mazama Capital Management, Inc. is
herein incorporated by reference to Exhibit (p)(11) of
Post-Effective Amendment No. 33 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File Nos. 811-4878 and 33-9504) filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
EX-99.B(p)(18) The Code of Ethics for McKinley Capital Management Inc. is
herein incorporated by reference to Exhibit (p)(19) of
Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 27, 2000.
EX-99.B(p)(19) Code of Ethics for Metropolitan West Asset Management LLC
is herein incorporated by reference to Exhibit (p)(21)
of Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2002.
EX-99.B(p)(20) The Code of Ethics for Montag & Caldwell Inc. dated 2003
is herein incorporated by reference to Exhibit (p)(20)
of Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2003.
EX-99.B(p)(21) The Code of Ethics, for Morgan Stanley Investment
Management Inc. is herein incorporated by reference to
Exhibit (p)(20) of Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on September 28, 2001.
EX-99.B(p)(22) The Code of Ethics dated 2003 for Nicholas-Applegate
Capital Management is herein incorporated by reference
to Exhibit (p)(15) of Post-Effective Amendment No. 39 of
SEI Institutional Managed Trust's Registration Statement
on Form N-1A (File Nos. 811-4878 and 33-9504), filed
with the SEC on August 29, 2003.
[Download Table]
EXHIBIT NUMBER DESCRIPTION
------------------- ----------------------------------------------------------
EX-99.B(p)(23) The Code of Ethics for Nomura Corporate Resesarch & Asset
Management Inc. is herein incorporated by reference to
Exhibit (p)(14) of Post-Effective Amendment No. 33 of
SEI Institutional Managed Trust's Registration Statement
on Form N-1A (File Nos. 811-4878 and 33-9504), filed
with the SEC on July 3, 2000 (Accession
#0000912057-00-030741).
EX-99.B(p)(24) The Code of Ethics for Peregrine Capital Management Inc.
is herein incorporated by reference to Exhibit (p)(30)
of Post-Effective Amendment No. 36 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File No. 33-9504), filed with the SEC on January 29,
2001 (Accession #0000912057-01-003276).
EX-99.B(p)(25) The Code of Ethics for RS Investments is herein
incorporated by reference to Exhibit (p)(16) of
Post-Effective Amendment No. 33 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File Nos. 811-4878 and 33-9504), filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
EX-99.B(p)(26) The Code of Ethics for Sanford Bernstein & Co., LLC is
herein incorporated by reference to Exhibit (p)(17) of
Post-Effective Amendment No. 33 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File Nos. 811-4878 and 33-9504), filed with the SEC on
July 3, 2000 (Accession #0000912057-00-030741).
EX-99.B(p)(27) The Code of Ethics dated 2003 for Security Capital
Research & Management Incorporated is herein
incorporated by reference to Exhibit (p)(21) of
Post-Effective Amendment No. 39 of SEI Institutional
Managed Trust's Registration Statement on Form N-1A
(File Nos. 811-4878 and 33-9504), filed with the SEC on
August 29, 2003.
EX-99.B(p)(28) The Code of Ethics for Shenkman Capital Management is
herein incorporated by reference to Exhibit (p)(39) of
Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 28, 2001.
EX-99.B(p)(29) The Code of Ethics dated 2003 for Transamerica Investment
Management, LLC is herein incorporated by reference to
Exhibit (p)(23) of Post-Effective Amendment No. 39 to
SEI Institutional Managed Trust's Registration Statement
on Form N-1A (File Nos. 811-4878 and 33-9504) filed with
the SEC on August 29, 2003.
EX-99.B(p)(30) The Code of Ethics for Wellington Management Company, LLP
incorporated by reference to Exhibit (p)(3) of
Post-Effective Amendment No. 43 to SEI Daily Income
Trust's Registration Statement (File Nos. 2-77048 and
811-03451) on Form N-1A, filed with the SEC on January
19, 2001.
EX-99.B(p)(31) The Code of Ethics for Wells Capital Management, Inc. is
herein incorporated by reference to Exhibit (p)(31) of
Post Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on September 30, 2003.
EX-99.B(p)(32) The Code of Ethics dated 2003 for Western Asset Management
Company is herein incorporated by reference to Exhibit
(p)(25) of Post-Effective Amendment No. 39 to SEI
Institutional Managed Trust's Registration Statement on
Form N-1A (File Nos. 811-4878 and 33-9504) filed with
the SEC on August 29, 2003.
[Download Table]
EXHIBIT NUMBER DESCRIPTION
------------------- ----------------------------------------------------------
EX-99.B(p)(33) The Code of Ethics for Aronson+Johnson+Ortiz, LP is herein
incorporated by reference to Exhibit (p)(32) of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(p)(34) The Code of Ethics for Franklin Portfolio Associates, LLC
is herein incorporated by reference to Exhibit (p)(33)
of Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(p)(35) The Code of Ethics for Enhanced Investment Technologies,
LLC is herein incorporated by reference to Exhibit
(p)(34) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on July 29, 2003.
EX-99.B(p)(36) The Code of Ethics for Analytic Investors, Inc. is herein
incorporated by reference to Exhibit (p)(35) of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(p)(37) The Code of Ethics for Prudential Investment Management,
Inc. is herein incorporated by reference to Exhibit
(p)(36) of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File
No. 33-58041) filed with the SEC on July 29, 2003.
EX-99.B(p)(38) The Code of Ethics for Delaware Management Company, a
series of Delaware Management Business Trust is herein
incorporated by reference to Exhibit (p)(37) of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-58041)
filed with the SEC on July 29, 2003.
EX-99.B(p)(39) The Code of Ethics for Fisher Investments, Inc. dated 2003
is filed herewith.
EX-99.B(q) Powers of Attorney for Robert A. Nesher, William M. Doran,
George J. Sullivan, Jr., F. Wendell Gooch, Rosemarie B.
Greco, Pedro A. Rodriguez, Nina Lesavoy, James M. Storey
and Edward D. Loughlin are herein incorporated by
reference to Exhibit (q) of Post-Effective Amendment No.
40 to SEI Institutional Managed Trust's Registration
Statement on Form N-1A (File No. 33-9504) filed with the
SEC on November 12, 2003.
Dates Referenced Herein and Documents Incorporated by Reference
5 Subsequent Filings that Reference this Filing
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