<PAGE> 1
SEI INTERNATIONAL TRUST
INTERNATIONAL EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
SUPPLEMENT DATED APRIL 8, 1996 TO
THE CLASS A PROSPECTUS
DATED AUGUST 31, 1995
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.
At a meeting held on December 4-5, 1995, the Board of Trustees of the Trust
voted to change the name of the Core International Equity Portfolio to the
"International Equity Portfolio" effective January 1, 1996.
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At a Special Meeting of Shareholders held on March 15, 1996, Shareholders of
the European Equity Portfolio and Pacific Basin Equity Portfolio, two other
separately managed series of SEI International Trust (the "Trust"), approved an
Agreement and Plan of Reorganization and Liquidation, relating to the European
Equity and Pacific Basin Portfolios into the International Equity Portfolio,
which Agreement provided for: (i) the transfer of substantially all of the
assets and liabilities of the European Equity and Pacific Basin Equity
Portfolios to the International Equity Portfolio in exchange for shares of the
International Equity Portfolio; and (ii) the distribution of the International
Equity Portfolio's shares so received to Shareholders of the European Equity
and Pacific Basin Equity Portfolios in liquidation of those portfolios.
At the same Meeting, the Shareholders of the International Equity Portfolio
approved the addition of Morgan Grenfell Investment Services Limited ("MG") and
Schroder Capital Management International Limited ("SC") as investment
sub-advisers to the International Equity Portfolio, and the respective
investment sub-advisory agreements between SEI Financial Management Corporation
("SFM") and SC and MG relating to the International Equity Portfolio.
Shareholders of the International Equity Portfolio also approved an amended
Investment Advisory Agreement between the International Equity Portfolio and
SFM, which increased the advisory fee paid to SFM and an Amended Investment
Sub-Advisory Agreement between SFM and Acadian Asset Management, Inc.
("Acadian"), which increased the sub-advisory fee paid to Acadian.
The transactions to be accomplished under the Agreement were carried out on
March 15, 1996. As a result, the European Equity and Pacific Basin Equity
Portfolios were liquidated and are no longer operative. Accordingly, all
references to those Portfolios in this Prospectus are deleted.
As a result of these changes to the investment advisory structure of the
International Equity Portfolio,, the operating expenses of the International
Equity Portfolio have changed. The following "Annual Operating Expenses" table
replaces the corresponding table on page 4 of the Prospectus:
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ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY EMERGING MARKETS INTERNATIONAL FIXED
PORTFOLIO EQUITY PORTFOLIO INCOME PORTFOLIO
--------- ---------------- ----------------
<S> <C> <C> <C>
Management/Advisory Fees (after fee waiver and
reimbursement)(1) .94% .80% .57%
12b-1 Fees(2) .15% .15% .15%
Other Expenses .19% 1.00% .28%
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Total Operating Expenses (after fee waiver and
reimbursement)(3) 1.28% 1.95% 1.00%
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</TABLE>
(1) SEI Financial Management Corporation ("SFM"), in its capacity as
Manager for each Portfolio, and certain of the advisers, have waived,
on a voluntary basis, a portion of their fee, and the
management/advisory fees shown reflect these voluntary waivers. SFM
and the advisers each reserve the right to terminate its waiver at any
time in its sole discretion. Absent such fee waiver,
management/advisory fees would be .96% for the International Equity
Portfolio, and .90% for the International Fixed Income Portfolio. For
the Emerging Markets Equity Portfolio, SFM has agreed to waive its
management fee, and, if necessary, pay other operating expenses of the
Portfolio in an amount that operates to limit the total operating
expenses of the Class A shares. Absent this fee waiver and expense
reimbursement, management/advisory fees would be 1.70% for the
Emerging Markets Equity Portfolio.
(2) The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for
reimbursement of expenses. The maximum 12b-1 fee payable by Class A
shares for each Portfolio is .30%.
(3) Absent the Manager's fee waiver and expense reimbursement, total
operating expenses would be 1.45% for the International Equity
Portfolio, 3.00% for the Emerging Markets Equity Portfolio and 1.48%
for the International Fixed Income Portfolio. Additional information
may be found under "The Advisers," "The Sub-Advisers" and "The Manager
and Shareholder Servicing Agent."
EXAMPLE
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An investor in a Portfolio would pay the following expenses on a $1,000
investment assuming (1) a 5% annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
International Equity $13 $41 $70 $155
Emerging Markets Equity $20 $61 --- ---
International Fixed Income $10 $32 $55 $122
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</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class A shares of the Portfolios. The information set
forth in the foregoing table and example relates only to the Portfolios' Class
A shares. Each Portfolio also offers Class D shares, which are subject to the
same expenses except that Class D shares bear sales charges and different
distribution costs and additional transfer agent costs. A person who purchases
shares through a financial institution may be charged separate fees by that
institution. Additional information may be found under "The Manager and
Shareholder Servicing Agent," "The Advisers," "The Sub-Advisers" and
"Distribution."
Long-term shareholders may eventually pay more than the economic equivalent of
the maximum front-end sales charges otherwise permitted by the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD").
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At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plan for Class A shares, and approved a Class A shareholder
servicing plan that provides for shareholder servicing fees payable to the
Distributor of up to .25% of average net assets. These new arrangements are to
be effective as of May 1, 1996. Under this new plan, the Distributor may
provide a broad range of shareholder and administrative services itself, or may
enter into arrangements under which third parties provide such services and are
compensated by the Distributor. As a result of this change, effective May 1,
1996, the following "Annual Operating Expenses" table replaces the table on
page 4 of the Prospectus (as previously supplemented):
<PAGE> 3
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY EMERGING MARKETS INTERNATIONAL FIXED
PORTFOLIO EQUITY PORTFOLIO INCOME PORTFOLIO
--------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Management/Advisory Fees (after fee waiver and
reimbursement)(1) .96% .95% .72%
12b-1 Fees None None None
Total Other Expenses .32% 1.00% .28%
Shareholder Servicing Expenses
(after waiver) (2) .13% .00% .00%
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Total Operating Expenses (after fee waiver and
reimbursement)(3) 1.28% 1.95% 1.00%
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</TABLE>
(1) SEI Financial Management Corporation ("SFM"), in its capacity as
Manager for each Portfolio, and certain of the advisers, have waived,
on a voluntary basis, a portion of their fee, and the
management/advisory fees shown reflect these voluntary waivers. SFM
and the advisers each reserve the right to terminate its waiver at any
time in its sole discretion. Absent such fee waiver,
management/advisory fees would be .90% for the International Fixed
Income Portfolio. For the Emerging Markets Equity Portfolio, SFM has
agreed to waive its management fee, and, if necessary, pay other
operating expenses of the Portfolio in an amount that operates to
limit the total operating expenses of the Class A shares. Absent this
fee waiver and expense reimbursement, management/advisory fees would
be 1.70% for the Emerging Markets Equity Portfolio.
(2) The Distributor has waived, on a voluntary basis, all or a portion
of its shareholder servicing fee, and the Shareholder Servicing Fees
shown reflect this waiver. The Distributor reserves the right to
terminate its waiver at any time in its sole discretion. Absent
such waiver, Shareholder Servicing Fees would be .25% for each
of the Portfolios.
(3) Absent these fee waivers and the expense reimbursement, total
operating expenses would be 1.40% for the International Equity
Portfolio, 2.95% for the Emerging Markets Equity Portfolio and 1.43%
for the International Fixed Income Portfolio. Additional information
may be found under "The Advisers," "The Sub-Advisers" and "The Manager
and Shareholder Servicing Agent."
EXAMPLE
- --------------------------------------------------------------------------------
An investor in a Portfolio would pay the following expenses on a $1,000
investment assuming (1) a 5% annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
International Equity $13 $41 $70 $155
Emerging Markets Equity $20 $61 --- ---
International Fixed Income $10 $32 $550 $122
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class A shares of the Portfolios. The information set
forth in the foregoing table and example relates only to the Portfolios' Class
A shares. Each Portfolio also offers Class D shares, which are subject to the
same expenses except that Class D shares bear sales charges and different
distribution costs and shareholder servicing fees and additional transfer agent
costs. A person who purchases shares through a financial institution may be
charged separate fees by that institution. Additional information may be found
under "The Manager and Shareholder Servicing Agent," "The Advisers," "The
Sub-Advisers" and "Distribution."
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The description of MG and SC in "The Sub-Advisers"
section is replaced with the following:
MG manages the assets of the International Equity Portfolio entrusted to it by
SFM using its European, large-capitalization growth style. MG, a subsidiary of
Morgan Grenfell Asset Management Limited, managed over $9.5 billion in assets as
of December 31, 1994. Morgan Grenfell Asset Management Limited, a wholly-owned
subsidiary of Deutsche Bank, A.G., a German financial services conglomerate,
managed over $48 billion in assets as of December 31, 1994. MG has over 11
years experience in managing international portfolios for North American
clients. Morgan Grenfell Asset Management employs more than 15 European
investment professionals. MG attempts to exploit perceived inefficiencies
present in the European markets with original research and an emphasis on stock
selection. The principal address of MG is 20 Finsbury Circus, London, England,
EC2M 1NB. Julian R. Johnston and Jeremy G. Lodwick share primary responsibility
for the segment of the International Equity Portfolio managed by MG. Mr.
Johnston has 20 years experience in European equity investment. Mr. Johnston
joined MG in 1984, and is currently the head of the Morgan Grenfell Continental
European Investment team. Mr. Lodwick has ten years experience in European
equity investment. He joined MG in 1986, and was a UK equity research analyst
before moving to New York where he was a member of the client liaison and
marketing team for 5 years.
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He returned to the London office in 1991 to manage MG's European equity
portfolios.
MG is entitled to a fee from SFM of .325% of the average monthly market value
of assets of the International Equity Portfolio assigned to it.
SC manages the Pacific Basin, large-capitalization growth and Japanese
small-capitalization segments of the International Equity Portfolio. The
Schroder Group has research resources throughout the Asian region, consisting
of offices in Tokyo, Hong Kong, Singapore, Kuala Lumpur, Seoul, Taipei, Sydney,
Bangkok, Shanghai, and Jakarta, staffed by 41 investment professionals. SC's
investment process emphasizes individual stock selection and company research
conducted by professionals at each local office which is integrated into SC's
global research network by the manager of research in London. The principal
address of SC is 33 Gutter Lane, London EC2V 8AS, England. John S. Ager, a
Senior Vice President and Director of SC, serves as principal portfolio manager
for the segment of the International Equity Portfolio managed by SC since
December 15, 5995. Mr. Ager has been an international fund manager since 1981.
Mr. Ager has over 20 years of experience in managing client accounts invested
in Asian countries.
SC is entitled to a fee from SFM of .50% of the first $100 million of the
average monthly market value of assets managed, .30% of the next $50 million of
such assets, and .20% of such assets in excess of $150 million.
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The first and second sentences of the third paragraph of "The
Sub-Advisers - Acadian Asset Management, Inc." is replaced with the following:
Acadian is entitled to a fee from SFM calculated on the basis of a percentage
of the market value of the assets assigned to it. That fee, which is paid
monthly, is based on an annual percentage rate of .325% of the first $150
million of the assets managed by Acadian, .25% of the next $150 million of such
assets, and .20% of such assets in excess of $300 million.
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The first sentence of the second paragraph of "The Advisers - SEI
Financial Management Corporation" section is replaced with the following:
SFM is entitled to a fee, which is calculated daily and paid monthly, at an
annual rate of .505% of the International Equity Portfolio's average daily net
assets and 1.05% of the Emerging Markets Equity Portfolio's average daily net
assets.
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In connection with the elimination of the Portfolios' Distribution
Plan, the "Distribution" section on page 18 is replaced with the following:
DISTRIBUTION AND SHAREHOLDER SERVICES.
SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary
of SEI, serves as each Portfolio's distributor pursuant to a distribution
agreement with the Trust. The Portfolios have adopted a distribution plan for
their Class D shares (the "Class D Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act").
The Portfolios have adopted a shareholder servicing plan for Class A shares
(the "Service Plan") under which a shareholder servicing fee of up to .25% of
average daily net assets attributable to Class A shares will be paid to the
Distributor. Under the Service Plan, the Distributor may perform, or may
compensate other service providers for performing, the following shareholder
and administrative services: maintaining client accounts; arranging for bank
wires; responding to client inquiries concerning services provided on
investments; assisting clients in changing
<PAGE> 5
dividend options, account designations and addresses; sub-accounting; providing
information on share positions to clients; forwarding shareholder
communications to clients; processing purchase, exchange and redemption orders;
and processing dividend payments. Under the Service Plan, the Distributor may
retain as a profit any difference between the fee it receives and the amount it
pays to third parties.
It is possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes. These financial institutions may also charge separate fees to their
customers.
The Trust may also execute brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and customary
compensation.
In addition, the Distributor may, from time to time in its sole discretion,
institute one or more promotional incentive programs, which will be paid by the
Distributor from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor will provide
promotional incentives, in the form of cash or other compensation, including
merchandise, airline vouchers, trips and vacation packages, to all dealers
selling shares of the Portfolios. Such promotional incentives will be offered
uniformly to all dealers and predicated upon the amount of shares of the
Portfolios sold by the dealer.
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At a meeting scheduled for April 30, 1996, Shareholders of the International
Fixed Income Portfolio of the Trust will be asked to amend, reclassify or
eliminate certain of the Portfolio's fundamental investment policies in order
to reflect regulatory developments, provide the flexibility to adapt to
developments in the securities markets, and to improve management efficiency by
making the investment limitations as consistent as possible. In addition, the
changes will minimize the need to call Shareholder meetings in the future in
order to change certain investment limitations.
At the same meeting, Shareholders of the International Fixed Income Portfolio
will be asked to approve the selection of SEI Financial Management Corporation
("SFM") as Investment Adviser to this Portfolio and to approve the "Manager of
Managers" structure wherein, upon the recommendation of SFM, the Board of
Trustees will be able to appoint additional and replacement sub-advisers for
the Portfolio without Shareholder approval. Apart from Shareholder approval,
this change requires an order of exemption from the SEC before becoming
operative, which order is expected to be issued in the near future. In
connection with this change, Shareholders of the International Fixed Income
Portfolio will be asked to approve the selection of the Portfolio's current
investment adviser, Strategic Fixed Income, L.P., to serve as investment
sub-adviser to the Portfolio for the same compensation from SFM that it
currently receives from the Portfolio.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
