SEI INTERNATIONAL TRUST, 485APOS, 1996-04-25

SEI INTERNATIONAL TRUST
485APOS, 1996-04-25

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<PAGE> 1

As filed with the Securities and Exchange Commission File No. 33-22821
on April 25, 1996 File No. 811-5601

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 21 /x/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 22 /x/

SEI INTERNATIONAL TRUST
(Exact name of registrant as specified in charter)

c/o CT Corporation
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734

David G. Lee
c/o SEI Corporation
680 E. Swedesford Road
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)

Copies to:
Richard W. Grant, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103

It is proposed that this filing become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (a) of Rule 485.

Registrant has elected to register an indefinite number of securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended. Registrant
has filed a Rule 24f-2 Notice on April 25, 1996 for its fiscal year ended
February 29, 1996.

<PAGE> 2

SEI INTERNATIONAL TRUST
CROSS REFERENCE SHEET

N-1A Item No. Location

PART A-International Equity, Emerging Markets Equity and International Fixed
Income Portfolios-Class A

<TABLE>
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights;
Performance
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment
Objective and Policies;
Investment Limitation
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . Trustees of the Trust; The
Manager and Shareholder
Servicing Agent; The Adviser;
The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Voting Rights, Shareholder
Inquiries; Dividends; Taxes
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of
Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *

PART A-International Equity Portfolio-Class D

Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Shareholder Transaction
Expenses; Annual Operating
Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment
Objective; Investment
Policies; Investment
Limitations
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . Trustees of the Trust, The
Manager and Shareholder
Servicing Agent; The Adviser;
The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Voting Rights, Shareholder
Inquiries; Dividends; Taxes
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Redemption of Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

<PAGE> 3

PART B- All Portfolios

<TABLE>
<S> <C> <C>
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . The Trust
Item 13. Investment Objectives and Policies . . . . . . . . . . . Description of Permitted
Investments; Investment
Limitations
Item 14. Management of the Registrant . . . . . . . . . . . . . . Trustees and Officers of the
Trust; The Manager and
Shareholder Servicing Agent;
The Adviser and Sub-Adviser
Item 15. Control Persons and Principal Holders of
Securities . . . . . . . . . . . . . . . . . . . . . . 5% Shareholders; Trustees and
Officers of the Trust
Item 16. Investment Advisory and Other Services . . . . . . . . . The Adviser; The Manager and
Shareholdor Servicing Agent;
Distribution; Experts
Item 17. Brokerage Allocation . . . . . . . . . . . . . . . . . . Portfolio Transactions
Item 18. Capital Stock and Other Securities . . . . . . . . . . . Description of Shares
Item 19. Purchase, Redemption, and Pricing of
Securities Being Offered . . . . . . . . . . . . . . . Purchase and Redemption of
Shares (Prospectus)
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . Taxes (Prospectus); Tax
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . Distribution
Item 22. Calculation of Performance Data . . . . . . . . . . . . Performance
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . Financial Statements (except
with respect to the Emerging
Markets Equity Portfolio)
</TABLE>

PART C Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.

- -----------------
* Not Applicable
** Information required by Item 5A is contained in the Annual Report for the
fiscal year ending February 29, 1996.

<PAGE> 4

SEI INTERNATIONAL TRUST

JUNE 28, 1996

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

INTERNATIONAL EQUITY PORTFOLIO

EMERGING MARKETS EQUITY PORTFOLIO

INTERNATIONAL FIXED INCOME PORTFOLIO

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

This Prospectus concisely sets forth information about the above-referenced
Portfolios that an investor needs to know before investing. Please read this
Prospectus carefully before investing, and keep it on file for future reference.

A Statement of Additional Information dated June 28, 1996, has been filed with
the Securities and Exchange Commission (the "SEC") and is available upon request
and without charge by writing the Distributor, SEI Financial Services Company,
680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling
1-800-342-5734. The Statement of Additional Information is incorporated by
reference into this Prospectus.

SEI International Trust (the "Trust") is an open-end management investment
company, certain classes of which offer financial institutions a convenient
means of investing their own funds, or funds for which they act in a fiduciary,
agency or custodial capacity, in professionally managed diversified and
non-diversified portfolios of securities. A portfolio may offer separate classes
of shares that differ from each other primarily in the allocation of certain
distribution expenses and minimum investments. This Prospectus offers the Class
A shares of each of the Trust's equity and fixed income portfolios (each a
"Portfolio" and, together, the "Portfolios") listed above.

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

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

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.

<PAGE> 5

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
EMERGING
INTERNATIONAL MARKETS INTERNATIONAL
EQUITY EQUITY FIXED INCOME
PORTFOLIO PORTFOLIO 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 Fees (after waiver) (2) .13% .00% .00%
- ---------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver and reimbursement) (3) (4) 1.28% 1.95% 1.00%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) SEI Financial Management Corporation ("SFM"), in its capacity as Manager
for each Portfolio, and certain of the sub-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 sub-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. Management/advisory fees have
been restated to reflect current expenses.

(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) Total operating expenses for the International Equity Portfolio have been
restated to reflect a reduction in fee waivers.

(4) Absent the voluntary fee waivers and expense reimbursement described above,
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 Adviser," "The Sub-Advisers" and "The Manager and Shareholder
Servicing Agent."

EXAMPLE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
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:
1 YR. 3 YRS. 5 YRS. 10 YRS.
---- ---- ---- ------
International Equity $13.00 $41.00 $ 70.00 $155.00
Emerging Markets Equity $20.00 $61.00 $105.00 $227.00
International Fixed Income $10.00 $32.00 $ 55.00 $122.00
- ---------------------------------------------------------------------------------------------------------------------
</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. 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 Adviser," "The Sub-Advisers" and "Distribution."

2
<PAGE> 6

FINANCIAL HIGHLIGHTS

The following financial highlights for a share outstanding throughout each
period have been audited by Price Waterhouse LLP, the Trust's independent
accountants, whose report, thereon, dated April 10, 1996, was unqualified. This
information should be read in conjunction with the Trust's financial statements
as of February 29, 1996, and notes thereto, which are included in the Trust's
Statement of Additional Information under the heading "Financial Statements."
Additional performance information is contained in the Trust's 1996 Annual
Report to Shareholders, which is available upon request and without charge by
calling 1-800-342-5734.

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

FOR THE PERIODS ENDED FEBRUARY 29,

<TABLE>
<CAPTION>
Net Asset Distributions Distributions
Value Net Net Realized and from Net from Net Asset Net Assets
Beginning Investment Unrealized Investment Realized Capital Return Value End Total End of
of Period Income/(Loss) Gains/(Losses) Income (4) Gains of Capital of Period Return Period (000)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- ---------------------------------
CLASS A
1996 $ 9.59 $ 0.14 $ 1.45 $ (0.19) $(0.99) $ -- $ 10.00 17.30% $ 347,646
1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67) 328,503
1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44 503,498
1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287
1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456
1991 9.62 0.18 (0.14) -- (0.01) (0.09) 9.65 0.36 35,829
1990(1) 10.00 0.04 (0.42) -- -- -- 9.62 (3.70) 8,661
- ---------------------------------------
EMERGING MARKETS EQUITY PORTFOLIO
- ---------------------------------------
CLASS A
1996 $ 10.27 $ (0.02) $ 0.72 $ -- $(0.04) $ -- $ 10.93 6.83% $ 67,181
1995(2) 10.00 $ 0.01 0.26 -- -- -- 10.27 2.70 5,300
- ----------------------------------------
INTERNATIONAL FIXED INCOME PORTFOLIO
- ----------------------------------------
CLASS A
1996 $ 10.42 $ 0.58 $ 0.89 $ (1.02) $(0.10) $ -- $ 10.77 13.96% $ 84,318
1995 10.23 0.43 0.40 (0.62) (0.02) -- 10.42 8.43 42,580
1994(3) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678

<CAPTION>
Ratio of
Ratio of Net Investment
Ratios of Expenses Income/(Loss)
Ratio of Net Investment to Average to Average
Expenses Income/(Loss) Net Assets Net Assets Portfolio
to Average to Average (Excluding (Excluding Turnover
Net Assets Net Assets Waivers) Waivers) Rate
---------- ------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
- ------------------------------
INTERNATIONAL EQUITY PORTOFLIO
- ------------------------------
CLASS A
1996 1.25% 1.29% 1.29% 1.25% 102%
1995 1.19 1.39 1.21 1.28 64
1994 1.10 1.46 1.24 1.32 19
1993 1.10 1.80 1.53 1.37 23
1992 1.10 2.07 1.52 1.63 79
1991 1.10 3.52 1.64 2.98 14
1990(1) 1.10 3.13 5.67 (1.44) --
- ----------------------------------
EMERGING MARKETS EQUITY PORTFOLIO
- ----------------------------------
CLASS A
1996 1.95% (0.23)% 2.72% (1.00)% 104%
1995(2) 1.95 1.79 4.98 (1.24) --
- ------------------------------------
INTERNATIONAL FIXED INCOME PORTFOLIO
- ------------------------------------
CLASS A
1996 1.00% 4.70% 1.27% 4.43% 269%
1995 1.00 4.68 1.30 4.38 303
1994(3) 1.00 3.81 1.61 3.20 126
</TABLE>

(1) International Equity (formerly the Core International Equity Portfolio)
Class A shares were offered beginning December 20, 1989. All ratios for that
period have been annualized.

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

(3) International Fixed Income Class A shares were offered beginning September
1, 1993. All ratios for that period have been annualized.

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

3
<PAGE> 7

The Trust

SEI International Trust (the "Trust") is an open-end management investment
company that offers units of beneficial interest ("shares") in separate
diversified and non-diversified investment portfolios. This Prospectus offers
Class A shares of the Trust's International Equity (formerly, the Core
International Equity), Emerging Markets Equity and International Fixed Income
Portfolios (each a "Portfolio" and, together, the "Portfolios"). The
International Equity Portfolio has two separate classes of shares, Class A and
Class D, which provide for variations in distribution, shareholder service and
transfer agent costs, sales charges, voting rights and dividends. The
International Equity Portfolio also offers Class D shares. Additional
information pertaining to the Trust may be obtained by writing to SEI Financial
Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or
by calling 1-800-342-5734.

INVESTMENT
OBJECTIVES AND

POLICIES

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

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

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

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

INTERNATIONAL FIXED
INCOME The International Fixed Income Portfolio seeks to provide
capital appreciation and current income through investment
primarily in high quality, non-U.S. dollar denominated
government and corporate fixed income securities or debt
obligations.

4
<PAGE> 8

Under normal circumstances, at least 65% of the
International Fixed Income Portfolio's assets will be
invested in high quality foreign government and foreign
corporate fixed income securities or debt obligations of
issuers located in at least three countries other than the
United States.

There can be no assurance that the Portfolios will achieve
their respective objectives.

GENERAL
INVESTMENT
POLICIES AND
RISK FACTORS

INTERNATIONAL
EQUITY The International Equity Portfolio may enter into forward
foreign currency contracts as a hedge against possible
variations in foreign exchange rates. A forward foreign
currency contract is a commitment to purchase or sell a
specified currency, at a specified future date, at a
specified price. The Portfolio may enter into forward
foreign currency contracts to hedge a specific security
transaction or to hedge a portfolio position. These
contracts may be bought or sold to protect the Portfolio,
to some degree, against a possible loss resulting from an
adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio also may
invest in options on currencies.

Securities of non-U.S. issuers purchased by the
Portfolio will typically be listed on recognized foreign
exchanges but also may be purchased in foreign markets, on
U.S. registered exchanges, in the over-the-counter market
or in the form of sponsored or unsponsored American
Depositary Receipts ("ADRs") traded on registered
exchanges or NASDAQ, or sponsored or unsponsored European
Depositary Receipts ("EDRs"), Continental Depositary
Receipts ("CDRs") or Global Depositary Receipts ("GDRs").
The Portfolio expects its investments to emphasize both
large and intermediate capitalization companies.

The Portfolio expects to be fully invested in its
primary investments, described above, but may invest up to
35% of its total assets in U.S. or non-U.S. cash reserves;
money market instruments; swaps; options on securities,
non-U.S. indices and currencies; futures contracts,
including stock index futures contracts; and options on
futures contracts.

5
<PAGE> 9

least $500 million as of the end of their most recent
fiscal year; high-grade commercial paper; and other
long-and short-term debt instruments, which are rated at
time of purchase A or higher by S&P or Moody's, and which
with respect to such long-term debt instruments, are with
in 397 days of their maturity.

This Portfolio is also permitted to acquire
floating and variable rate securities, purchase securities
on a when-issued or delayed delivery basis, and invest up
to 10% of its total assets in illiquid securities.
Although permitted to do so, this Portfolio does not
currently intend to invest in securities issued by passive
foreign investment companies or to engage in securities
lending.

For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio
may invest up to 50% of its assets in U.S. and non-U.S.
money market instruments described above and in other U.S.
and non-U.S. long- and short-term debt instruments which
are rated BBB or higher by S&P or Baa or higher by Moody's
at the time of purchase, or which are determined by the
advisers to be of comparable quality; invest a portion of
such assets in cash; and invest such assets in securities
of supranational entities which are rated A or higher by
S&P or Moody's at the time of purchase or are determined
by the advisers to be of comparable quality.

Fixed income securities rated BBB or Baa lack
outstanding investment characteristics, and have
speculative characteristics as well.

EMERGING MARKETS
EQUITY In addition to its primary investments (described above)
the Portfolio may invest up to 35% of its total assets in
debt securities, including up to 5% of its total assets in
debt securities rated below investment grade. These debt
securities will include debt securities of emerging market
companies. Bonds rated below investment grade are often
referred to as "junk bonds." Such securities involve
greater risk of default or price declines than investment
grade securities.

The Portfolio may invest in certain debt securities
issued by the governments of emerging market countries
that are or may be eligible for conversion into
investments in emerging market companies under debt
conversion programs sponsored by such governments.
The Portfolio may invest up to 10% of its total
assets in illiquid securities. The Portfolio's advisers
believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements,
unlisted securities and other similar situations
(collectively, "special situations") could enhance the
Portfolio's capital appreciation potential. Investments in
special situations may be illiquid, as determined by the
Portfolio's advisers based on criteria approved by the
Board of Trustees. To the extent these investments are
deemed illiquid, the Portfolio's investment in them will
be consistent with its 10% restriction on investment in
illiquid securities.

6
<PAGE> 10

The Portfolio may invest up to 10% of its total
assets in shares of other investment companies.
The Portfolio may invest in futures contracts and
purchase securities on a when-issued or delayed delivery
basis. The Portfolio may also purchase and write options
to buy or sell futures contracts.
For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio
may invest up to 20% of its total assets in the equity
securities of companies constituting the Morgan Stanley
Capital International Europe, Australia, Far East Index
(the "EAFE Index"). These companies typically have larger
average market capitalizations than the emerging market
companies in which the Portfolio generally invests.
The Emerging Markets Equity Portfolio uses a
proprietary, quantitative asset allocation model created
by its sub-adviser. This model employs mean-variance
optimization, a process used in developed markets based on
modern portfolio theory and statistics. Mean-variance
optimization helps determine the percentage of assets to
invest in each country to maximize expected returns for a
given risk level. The Portfolio invests in those countries
that the advisers expect to have the highest risk/reward
tradeoff when incorporated into a total portfolio context.
The advisers attempt to construct a portfolio of emerging
market investments that approximates the risk level of an
internationally diversified portfolio of securities in
developed markets. This "top-down" country selection is
combined with "bottom-up" fundamental industry analysis
and stock selection based on original research, publicly
available information, and company visits.
The Portfolio's investments in emerging markets can
be considered speculative, and therefore may offer higher
potential for gains and losses than developed markets of
the world. With respect to any emerging country, there is
the 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 controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they
trade.

INTERNATIONAL FIXED
INCOME The securities in which the International Fixed Income
Portfolio may invest are (i) fixed income securities
issued or guaranteed by a foreign government or one of its
agencies, authorities, instrumentalities or political
subdivisions; (ii) fixed income securities issued or
guaranteed by supranational entities; (iii) fixed income
securities issued by foreign corporations; (iv)
convertible securities; and (v) fixed income securities
issued by foreign banks or bank holding companies. All
such investments

7
<PAGE> 11

will be in high quality securities denominated in various
currencies, including the European Currency Unit. High
quality securities are rated in one of the highest four
rating categories by a nationally recognized statistical
rating agency ("NRSRO") or determined by the adviser to
be of comparable quality at the time of purchase.
Securities or obligations rated in the fourth highest
rating category may have speculative characteristics.

Any remaining assets of the Portfolio will be
invested in any of the securities described above,
obligations issued or guaranteed as to principal and
interest by the United States Government, its agencies or
instrumentalities ("U.S. Government securities"), swaps,
options and futures. The Portfolio may also purchase and
write options to buy or sell futures contracts. The
Portfolio also may enter into forward currency contracts,
purchase securities on a when-issued or delayed delivery
basis and engage in short selling. The Portfolio may
invest up to 10% of its total assets in illiquid
securities. Furthermore, although the Portfolio will
concentrate its investments in relatively developed
countries, the Portfolio may invest up to 5% of its assets
in similar securities or debt obligations that are
denominated in the currencies of developing countries and
that are of comparable quality to such securities and debt
obligations at the time of purchase as determined by the
advisers.

There are no restrictions on the average maturity
of the International Fixed Income Portfolio or the
maturity of any single instrument. Maturities may vary
widely depending on the adviser's assessment of interest
rate trends and other economic and market factors. In the
event a security owned by the Portfolio is downgraded
below the rating categories discussed above, the adviser
will review the situation and take appropriate action with
regard to the security.

The International Fixed Income Portfolio is a
non-diversified investment company, as defined in the
Investment Company Act of 1940, as amended (the "1940
Act"), which means that more than 5% of its assets may be
invested in one or more issuers, although the advisers do
not intend to invest more than 5% of its assets in any
single issuer with the exception of securities which are
issued or guaranteed by a national government. Since a
relatively high percentage of assets of the Portfolio may
be invested in the obligations of a limited number of
issuers, the value of shares of the Portfolio may be more
susceptible to any single economic, political or
regulatory occurrence than the shares of a diversified
investment company would be. The Portfolio intends to
satisfy the diversification requirements necessary to
qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code").

For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio
may invest up to 100% of its assets in U.S.
dollar-denominated fixed income securities or debt
obligations and the following domestic and foreign money
market instruments: government obligations,

8
<PAGE> 12

certificates of deposit, bankers' acceptances, time
deposits, commercial paper, short-term corporate debt
issues and repurchase agreements. The Portfolio may
hold a portion of its assets in cash for liquidity
purposes.
Fixed income securities rated BBB by S&P or Baa by
Moody's lack outstanding investment characteristics, and
have speculative characteristics as well.

Under normal circumstances, the portfolio turnover
rate for this Portfolio is expected to exceed 100% per
year. Short-term gains realized from portfolio
transactions are taxable to shareholders as ordinary
income. In addition, higher portfolio turnover rates can
result in corresponding increases in portfolio transaction
costs. The Portfolio will not consider portfolio turnover
a limiting factor in implementing investment decisions
which are consistent with the Portfolio's objectives and
policies.

For additional information regarding the
Portfolios' permitted investments see "Description of
Permitted Investments and Risk Factors" in this Prospectus
and "Description of Permitted Investments" in the
Statement of Additional Information. For a description of
the above ratings see the Statement of Additional
Information.

INVESTMENT
LIMITATIONS

The investment objective and certain of the investment
limitations are fundamental policies of the Portfolios.
Fundamental policies cannot be changed with respect to the
Trust or a Portfolio without the consent of the holders of
a majority of the Trust's or that Portfolio's outstanding
shares.

Each Portfolio may not:

1. With respect to 75% of its total assets, (i) purchase
securities of any issuer (except securities issued or
guaranteed by the United States Government, its
agencies or instrumentalities) if, as a result, more
than 5% of its total assets would be invested in the
securities of such issuer; or (ii) acquire more than
10% of the outstanding voting securities of any one
issuer. This limitation does not apply to the
International Fixed Income Portfolio.

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

3. Borrow money in an amount exceeding 33 1/3% of the
value of its total assets, provided that, for purposes
of this limitation, investment strategies which either
obligate a Portfolio to purchase securities or require
a Portfolio to segregate assets are not considered to
be borrowings. To the extent that its borrowings

9
<PAGE> 13

exceed 5% of its assets, (i) all borrowings will be repaid before making
additional investments and any interest paid on such borrowings will reduce
income, and (ii) asset coverage of at least 300% is required.

For purposes of the industry concentration
limitations discussed above, these definitions apply to
each Portfolio: (i) utility companies will be divided
according to their services, for example, gas, gas
transmission, electric and telephone will each be
considered a separate industry; (ii) financial service
companies will be classified according to end users of
their services, for example, automobile finance, bank
finance and diversified finance will each be considered a
separate industry; (iii) supranational agencies will be
deemed to be issuers conducting their principal business
activities in the same industry; and (iv) governmental
issuers within a particular country will be deemed to be
conducting their principal business in the same industry.

The foregoing percentage limitations will apply at
the time of the purchase of a security. Additional
fundamental and non-fundamental investment limitations are
set forth in the Statement of Additional Information.

THE MANAGER
AND SHAREHOLDER
SERVICING AGENT

SEI Financial Management Corporation ("SFM"), provides the
Trust with overall management services, regulatory
reporting, all necessary office space, equipment,
personnel and facilities, and acts as dividend disbursing
agent and shareholder servicing agent. SFM also serves as
transfer agent (the "Transfer Agent") to certain classes
of the Trust.

For its management services, SFM is entitled to a
fee, which is calculated daily and paid monthly, at an
annual rate of .45% of the average daily net assets of the
International Equity Portfolio, .65% of the average daily
net assets of the Emerging Markets Equity Portfolio and
.45% of the average daily net assets of the International
Fixed Income Portfolio. SFM has voluntarily agreed to
waive all or a portion of its fees, and if necessary,
reimburse other operating expenses, in order to limit the
total operating expenses of each Portfolio. SFM reserves
the right to terminate these voluntary fee waivers at any
time in its sole discretion.

For the fiscal year ended February 29, 1996, the
International Equity and International Fixed Income
Portfolios paid management fees after fee waivers, of .41%
and .37%, respectively, of their average daily net assets.
For the fiscal year ended February 29, 1996, SFM waived
all management fees for the Emerging Markets Equity
Portfolio, and reimbursed the Portfolio .10% of its
average daily net assets.

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<PAGE> 14

THE ADVISER

SEI FINANCIAL
MANAGEMENT
CORPORATION SFM acts as the investment adviser for the International
Equity, Emerging Markets Equity and International Fixed
Income Portfolios. SFM is a wholly-owned subsidiary of SEI
Corporation ("SEI"), a financial services company located
in Wayne, Pennsylvania. The principal business address of
SFM is 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658. SEI was founded in 1968, and is a leading
provider of investment solutions to banks, institutional
investors, advisers and insurance companies. Affiliates of
SFM have provided consulting advice to institutional
investors for more than 20 years, including advice
regarding selection and evaluation of investment advisers.
SFM currently serves as manager or administrator to more
than 29 investment companies, including more than 273
portfolios, which investment companies had more than $59
billion in assets as of March 31, 1996.

The Adviser has general oversight responsibility
for the investment advisory services provided to the
Portfolios, including formulating the Portfolios'
investment policies and analyzing economic trends
affecting the Portfolios. SFM is also responsible for: (i)
managing the allocation of assets among the Portfolios'
sub-advisers, (ii) directing and evaluating the investment
services provided by the sub-advisers, including their
adherence to each Portfolio's respective investment
objective and policies, and each Portfolio's investment
performance, and (iii) managing the cash portion of the
Portfolio's assets. In accordance with each Portfolio's
investment objective and policies, and under the
supervision of the adviser and the Trust's Board of
Trustees, each sub-adviser is responsible for the
day-to-day investment management of all or a discrete
portion of the assets of a Portfolio. SFM and the
sub-advisers are authorized to make investment decisions
for the Portfolios and place orders on behalf of the
Portfolios to effect the investment decisions made.
HOWEVER, SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE
INVESTMENT PERFORMANCE OF THE PORTFOLIOS DUE TO ITS
RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR
HIRING, TERMINATION AND REPLACEMENT.

In addition, SFM monitors the compliance of each
sub-adviser with regulatory and tax regulations, such as
portfolio concentration and diversification. For the most
part compliance with these requirements by each
sub-adviser with respect to its portion of a Portfolio
will assure compliance by the Portfolio as a whole. In
addition, SFM monitors positions taken by each sub-adviser
and will notify sub-advisers of any developing situations
to help ensure that investments do not run afoul of the
short-short test or the wash sale rules. To the extent
that having multiple sub-advisers responsible for
investing separate portions of a Portfolio's assets
creates the need for coordination among the sub-advisers,
there is an increased risk that the Portfolio will not
comply with these regulatory and tax requirements.

11
<PAGE> 15

For these advisory services, 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, 1.05% of the
Emerging Markets Equity Portfolio's average daily net
assets, and .45% of the International Fixed Income
Portfolio's average daily net assets.

For the fiscal year ended February 29, 1996, the
International Equity and Emerging Markets Equity
Portfolios paid advisory fees, after fee waivers of .475%
and 1.00%, respectively, of their relative net assets. For
the fiscal year ended February 29, 1996, SFM did not act
as investment adviser for the International Fixed Income
Portfolio and, therefore, did not receive an advisory fee.

It is possible that different sub-advisers for the
same Portfolio could take opposite actions within a short
period of time with respect to a particular security. For
example, one sub-adviser could buy a security for the
Portfolio and shortly thereafter another sub-adviser could
sell the same security from the portion of the Portfolio
allocated to it. If in these circumstances the securities
could be transferred from one sub-adviser's portion of the
Portfolio to another, the Portfolio could avoid
transaction costs and could avoid creating possible wash
sales and short-short gains under the Internal Revenue
Code of 1986, as amended (the "Code"). Such transfers are
not practicable but the sub-advisers and SFM do not
believe that there will be material adverse effects on a
Portfolio as a result. First, it does not appear likely
that there will be substantial overlap in the securities
acquired for a Portfolio by the various sub-advisers.
Moreover, the sub-advisers would probably only rarely
engage in the types of offsetting transactions described
above, especially within a short time period. Therefore,
it is a matter of speculation whether offsetting
transactions would result in any significant increases in
transaction costs or have significant tax consequences.
With respect to the latter, SFM and the sub-advisers have
established procedures with respect to the short-short
test which are designed to prevent realization of
short-short gains in excess of Code limits. It is true
that wash sales could occur in spite of the efforts of
SFM, but the Board of Trustees believes that the benefits
of using multiple sub-advisers outweighs the consequences
of any wash sales.

SFM has obtained an exemptive order from the
Securities and Exchange Commission (the "SEC") that
permits SFM, with the approval of the Trust's Board of
Trustees, to retain sub-advisers for a Portfolio without
submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. The exemptive relief permits the
disclosure of only the aggregate amount payable by SFM
under all such sub-advisory agreements. A Portfolio will
notify shareholders in the event of any addition or change
in the identity of its sub-advisers. If one of the
sub-advisers is terminated or departs from a Portfolio
with multiple sub-advisers, the Portfolio will handle such
termination or departure in one of two ways. First, the
Portfolio may propose that a new sub-adviser be appointed
to manage that portion of the

12
<PAGE> 16

Portfolio's assets managed by the departing sub-adviser.
In this case, the Portfolio would be required to submit to
the vote of the Portfolio's shareholders the approval of
an investment sub-advisory contract with the new
sub-adviser only if the sub-adviser is affiliated with
SFM. In the alternative, the Portfolio may decide to
allocate the departing sub-adviser's assets among the
remaining sub-advisers. This allocation would not require
new investment sub-advisory contracts with the remaining
sub-advisers, and consequently, no shareholder approval
would be necessary.

THE SUB-ADVISERS

ACADIAN ASSET
MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") acts as a
sub-adviser for a portion of the assets of the
International Equity Portfolio in accordance with the
Portfolio's investment objectives and policies pursuant to
a sub-advisory agreement with SFM.

Acadian, a wholly-owned subsidiary of United Asset
Management Corporation ("UAM"), was founded in 1977 and
manages approximately $3.3 billion in assets invested
globally as of March 31, 1996. Acadian's business address
is Two International Place, 26th floor, Boston,
Massachusetts 02110. An investment committee has been
responsible for managing the Portfolio's assets allocated
to Acadian since its inception.

Acadian is entitled to a fee from SFM calculated on
the basis of a percentage of the monthly market value of
the assets assigned to it.

MONTGOMERY ASSET
MANAGEMENT, L.P. Montgomery Asset Management, L.P. ("MAM") acts as the
investment sub-adviser for the Emerging Markets Equity
Portfolio in accordance with the Portfolio's investment
objective and policies.

MAM is an independent affiliate of Montgomery
Securities, a San Francisco based investment banking firm.
As of March 31, 1996, MAM had approximately $7 billion in
assets under management. MAM has over five years
experience providing investment management services. The
principal address of MAM is 600 Montgomery Street, San
Francisco, California 94111.

Josephine S. Jimenez and Bryan L. Sudweeks share
primary responsibility for the Emerging Markets Equity
Portfolio. Ms. Jimenez and Mr. Sudweeks have fourteen and
seven years experience, respectively, in emerging markets
investment. Both joined MAM in 1991.

MAM is entitled to a fee from SFM calculated on the
basis of a percentage of the monthly market value of
assets assigned to it.

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<PAGE> 17

services conglomerate, managed over $94 billion in assets
as of March 31, 1996. 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, Jeremy G. Lodwick and Richard
Wilson have shared primary responsibility for MG's portion
of the International Equity Portfolio since December,
1995. Mr. Johnston has 20 years experience in European
equity investment. Mr. Johnston joined MG in 1984 and is
currently the head of the MG Continental European
Investment team. He speaks French, German, Swedish and
Danish fluently. 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. He returned to the London office in 1991 to
manage European equity portfolios. Richard Wilson joined
MG in 1994 and is currently responsible for the UK
investments of MG International funds and the research of
the insurance sector. Prior to joining MG, Mr. Wilson
spent five years working for James Capel Fund Managers,
where he managed UK pension funds, specializing in the
United Kingdom.

MG is entitled to a fee from SFM calculated on the
basis of a percentage of the monthly market value of
assets assigned to it.

SCHRODER CAPITAL
MANAGEMENT
INTERNATIONAL
LIMITED Schroder Capital Management International Limited ("SC")
acts as the investment sub-adviser for a portion of the
assets of the International Equity Portfolio. SC was
founded in January 1989 and is a wholly-owned indirect
subsidiary of Schroders plc, the holding company parent of
an investment banking and investment management group of
companies (the "Schroder Group"). The investment
management operations of the Schroder Group are located in
18 countries worldwide, including 10 in Asia. As of March
31, 1996, the Schroder Group had over $100 billion in
assets under management. As of that date, SC, together
with its U.S. affiliate, Schroder Capital Management
International Inc., 787 7th Avenue, New York, New York
10019, had over $16 billion in assets under management.

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 50
investment professionals. SC's investment process
emphasizes individual stock selection and company research
conducted by professionals at each local office. The
principal address of SC is 33 Gutter Lane, London EC2V
8AS, England.

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<PAGE> 18

John S. Ager, Louise Croset and Donald H.M.
Farquharson have shared primary responsibility for SC's
portion of the Portfolio since December, 1995. John S.
Ager is a Senior Vice President and Director of SC. Mr.
Ager has over 20 years of experience in managing client
accounts invested in Asian countries and has been with the
Schroder Group since 1969 and with SC since 1989. Ms.
Croset is a First Vice President and has been with SC
since 1993. Prior to joining SC, Ms. Croset served as a
Stock Analyst/Fund Manager with Wellington Management
Company from 1987-1993. Mr. Farquharson is a First Vice
President of SC and has been with the Schroder Group since
1988 and with SC since 1995.

SC is entitled to a fee from SFM calculated on the
basis of a percentage of the monthly market value of
assets assigned to it.

STRATEGIC FIXED
INCOME L.P. Strategic Fixed Income L.P. ("SFI") acts as the investment
sub-adviser to the International Fixed Income Portfolio.
SFI is a limited partnership formed in 1991 under the laws
of the State of Delaware, to manage multi-currency fixed
income portfolios. The general partner of the firm is Gobi
Investment Inc. of which Kenneth Windheim is the sole
shareholder and the limited partner is Strategic
Investment Management ("SIM"). As of March 31, 1996, SFI
managed $5.4 billion of client assets under management.
The principal address of SFI is 1001 Nineteenth Street
North, 17th Floor, Arlington, Virginia 22209.

Kenneth Windheim, President of SFI, has been the
portfolio manager of the Portfolio since its inception in
1991. Mr. Windheim is assisted by Gregory Barnett and
David Jallits, Directors of SFI and portfolio managers of
the Portfolio since April 1994. Prior to forming SFI,
Kenneth Windheim managed a global fixed income portfolio
at Prudential Asset Management. Prior to joining SFI,
Gregory Barnett was portfolio manager for the Pilgrim
Multi-Market Income Fund with active use of foreign
exchange option strategies. Prior to that he was vice
president and senior fixed income portfolio manager at
Lexington Management. Prior to joining SFI, David Jallits
was Senior Portfolio Manager for a hedge fund at Teton
Partners. From 1982 to 1994, he was Vice President and
Global Fixed Income Portfolio Manager at The Putnam
Companies.

SFI is entitled to a fee from SFM calculated on the
basis of a percentage of the monthly market value of the
assets assigned to it. For the fiscal year ended February
29, 1996, SFI served as investment adviser to the
Portfolio and received an advisory fee from the Portfolio
of .25% of its average net assets.

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<PAGE> 19

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 (the
"Distribution Agreement") with the Trust. The
International Equity Portfolio has adopted a distribution
plan for its 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 service
plan for Class A shares (the "Class A Service Plan") under
which firms, including the Distributor, that provide
shareholder and administrative services may receive
compensation therefor. Under the Plan, the Distributor may
provide those services itself, or may enter into
arrangements under which third parties provide such
services and are compensated by the Distributor. Under
such arrangements, the Distributor may retain as profit
any difference between the fee it receives and the amount
it pays such third parties. In addition, the Portfolios
may enter into such arrangements directly. Under the Class
A Service Plan, a Portfolio may pay the Distributor a fee
at a negotiated annual rate of up to .25% of the average
daily net assets of such Portfolio attributable to Class A
shares that are subject to the arrangement in return for
provision of a broad range of shareholder and
administrative services, including: maintaining client
accounts; arranging for bank wires; responding to client
inquiries concerning services provided for investments;
changing dividend options; account designations and
addresses; providing sub-accounting; providing information
on share positions to clients; forwarding shareholder
communications to clients; processing purchase, exchange
and redemption orders; and processing dividend payments.

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 Distributor may, from time to time in its sole
discretion, institute one or more promotional incentive
programs, which will be paid for by the Distributor from
its own resources. 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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<PAGE> 20

PURCHASE AND
REDEMPTION
OF SHARES

Financial institutions may acquire Class A shares of the
Portfolios for their own account, or as a record owner on
behalf of fiduciary, agency or custody accounts, by
placing orders with the Transfer Agent. Institutions that
use certain SEI proprietary systems may place orders
electronically through those systems. State securities
laws may require banks and financial institutions
purchasing shares for their customers to register as
dealers pursuant to state laws. Financial institutions may
impose an earlier cut-off time for receipt of purchase
orders directed through them to allow for processing and
transmittal of these orders to the Transfer Agent for
effectiveness on the same day. Financial institutions
which purchase shares for the accounts of their customers
may impose separate charges on these customers for account
services. Shares of the Portfolios are offered only to
residents of states in which the shares are eligible for
purchase.

Shares of each Portfolio may be purchased or
redeemed on days on which the New York Stock Exchange is
open for business ("Business Days").

Shareholders who desire to purchase shares for cash
must place their orders with the Transfer Agent prior to
4:00 p.m. Eastern time on any Business Day for the order
to be accepted on that Business Day. Generally, cash
investments must be transmitted or delivered in federal
funds to the wire agent on the next Business Day following
the day the order is placed. The Trust reserves the right
to reject a purchase order when the Distributor determines
that it is not in the best interest of the Trust or its
shareholders to accept such purchase order. In addition,
because excessive trading (including short-term "market
timing" trading) can hurt a Portfolio's performance, each
Portfolio may refuse purchase orders from any shareholder
account if the accountholder has been advised that
previous purchase and redemption transactions were
considered excessive in number or amount. Accounts under
common control or ownership, including those with the same
taxpayer identification number and those administered so
as to redeem or purchase shares based upon certain
predetermined market indicators, will be considered one
account for this purpose.

Purchases will be made in full and fractional
shares of the Portfolios calculated to three decimal
places. The Trust will send shareholders a statement of
shares owned after each transaction. The purchase price of
shares is the net asset value next determined after a
purchase order is received and accepted by the Trust. The
net asset value per share of each Portfolio is determined
by dividing the total market value of a Portfolio's
investment and other assets, less any liabilities, by the
total number of outstanding shares of that Portfolio. Net
asset value per share is

17
<PAGE> 21

determined daily as of the close of business of the
New York Stock Exchange (currently, 4:00 p.m. Eastern
time) on any Business Day.
The market value of each portfolio security is
obtained by SFM from an independent pricing service.
Securities having maturities of 60 days or less at the
time of purchase will be valued using the amortized cost
method (described in the Statement of Additional
Information), which approximates the securities' market
value. The pricing service may use a matrix system to
determine valuations of equity and fixed income
securities. This system considers such factors as security
prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving
at valuations. The pricing service may also provide market
quotations. The procedures used by the pricing service and
its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees. Portfolio
securities for which market quotations are available are
valued at the last quoted sale price on each Business Day
or, if there is no such reported sale, at the most
recently quoted bid price.

Shareholders who desire to redeem shares of the
Portfolios must place their redemption orders with the
Transfer Agent prior to 4:00 p.m. Eastern time on any
Business Day. The redemption price is the net asset value
per share of the Portfolio next determined after receipt
by the Transfer Agent of the redemption order. Payment on
redemption will be made as promptly as possible and, in
any event, within seven days after the redemption order is
received.

Shares of a Portfolio may be purchased in exchange
for securities included in the Portfolio subject to SFM'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.

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

Purchase and redemption orders may be placed by
telephone. Neither the Trust nor the Transfer Agent will
be responsible for any loss, liability, cost or expense
for acting upon wire instructions or upon telephone
instructions that it

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<PAGE> 22

reasonably believes to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to
confirm that instructions communicated by telephone are
genuine, including requiring a form of personal
identification prior to acting upon instructions
received by telephone and recording telephone
instructions. The Trust or the Transfer Agent may be
liable for losses resulting from fraudulent or
unauthorized instructions if it does not employ these
procedures.

If market conditions are extraordinarily active, or
other extraordinary circumstances exist, shareholders may
experience difficulties placing redemption orders by
telephone, and may wish to consider placing orders by
other means.

PERFORMANCE

From time to time, each Portfolio may advertise the yield
and total return. These figures will be based on
historical earnings and are not intended to indicate
future performance. No representation can be made
concerning actual yields or future returns. The yield of a
Portfolio refers to the income generated by a hypothetical
investment, net of any sales charge imposed in the case of
some of the Class D shares, in such Portfolio over a
thirty day period. This income is then "annualized" (i.e.,
the income over thirty days is assumed to be generated
over one year and is shown as a percentage of the
investment).

The total return of a Portfolio refers to the
average compounded rate of return on a hypothetical
investment for designated time periods, assuming that the
entire investment is redeemed at the end of each period
and assuming the reinvestment of all dividend and capital
gain distributions.

The performance of Class A shares will normally be
higher than for Class D shares because of the additional
distribution expenses, transfer agency expenses and sales
charge (when applicable) charged to Class D shares.

A Portfolio may periodically compare its
performance to that of: (i) other mutual funds tracked by
mutual fund rating services (such as Lipper Analytical),
financial and business publications and periodicals; (ii)
broad groups of comparable mutual funds; (iii) unmanaged
indices which may assume investment of dividends but
generally do not reflect deductions for administrative and
management costs; or (iv) other investment alternatives. A
Portfolio may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted
performance. A Portfolio may use long-term performance of
these capital markets to demonstrate general long-term
risk versus reward scenarios and could include the value
of a hypothetical investment in any of the capital
markets. A Portfolio may also quote financial and business
publications and periodicals as they relate to fund
management, investment philosophy and investment
techniques.

A Portfolio may quote various measures of
volatility and benchmark correlation in advertising and
may compare these measures to those of other funds.
Measures of volatility attempt to compare historical share
price fluctuations or total

19
<PAGE> 23

returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark
might be. Measures of volatility and correlation are
calculated using averages of historical data and cannot
be calculated precisely.

Additional performance information is set forth in
the Trust's 1996 Annual Report to Shareholders, and is
available upon request and without charge by calling
1-800-342-5734.

TAXES

The following summary of federal income tax consequences
is based on current tax laws and regulations, which may be
changed by legislative, judicial or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state or local tax treatment of the
Portfolios or their shareholders. Accordingly,
shareholders are urged to consult their tax advisers
regarding specific questions as to federal, state and
local taxes. State and local tax consequences of an
investment in a Portfolio may differ from the federal
income tax consequences described below. Additional
information concerning taxes is set forth in the Statement
of Additional Information.

Tax Status
of the Portfolios Each Portfolio is treated as a separate entity for federal
income tax purposes and is not combined with the Trust's
other portfolios. The Portfolios intend to qualify for the
special tax treatment afforded regulated investment
companies ("RICs") under Subchapter M of the Code, so as
to be relieved of federal income tax on net investment
income and net capital gains (the excess of net long-term
capital gain over net short-term capital losses)
distributed to shareholders.

Tax Status
of Distributions Each Portfolio distributes substantially all of its net
investment income (including net short-term capital gains)
to shareholders. Dividends from a Portfolio's net
investment income are taxable to its shareholders as
ordinary income (whether received in cash or in additional
shares) and will not qualify for the corporate
dividends-received deduction. Distributions of net capital
gains are taxable to shareholders as long-term capital
gains regardless of how long the shareholders have held
shares. The Portfolios provide annual reports to
shareholders of the federal income tax status of all
distributions.

Dividends declared by a Portfolio in October,
November or December of any year and payable to
shareholders of record on a date in such a month will be
deemed to have been paid by the Portfolio and received by
the Shareholders on December 31 of the year declared if
paid by the Portfolio at any time during the following
January.

Each Portfolio intends to make sufficient
distributions to avoid liability for the federal excise
tax applicable to RICs.

Investment income received by the Portfolios from
sources within foreign countries may be subject to foreign
income taxes withheld at the source. To the

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<PAGE> 24

extent that a Portfolio is liable for foreign income
taxes so withheld, the Portfolio intends to operate so
as to meet the requirements of the Code to pass through
to the shareholders credit for foreign income taxes paid.
Although the Portfolios intend to meet Code requirements
to pass through credit for such taxes, there can be no
assurance that the Portfolios will be able to do so.

Each sale, exchange or redemption of Portfolio
shares is a taxable transaction to the shareholder.

GENERAL
INFORMATION

The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
series of shares and different classes of each portfolio.
All consideration received by the Trust for shares of any
class of any portfolio and all assets of such portfolio or
class belong to that portfolio or class, respectively, and
would be subject to the liabilities related thereto.

The Trust pays its expenses, including 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 organization expenses.

Certain shareholders in one or more of the
Portfolios may obtain asset allocation services from the
Adviser and other financial intermediaries with respect to
their investments in such Portfolios. If a sufficient
amount of a Portfolio's assets are subject to such asset
allocation services, the Portfolio may incur higher
transaction costs and a higher portfolio turnover rate
than would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to
such services.

Further, to the extent that the Adviser is
providing asset allocation services and providing
investment advice to the Portfolios, it may face conflicts
of interest in fulfilling its responsibilities because of
the possible differences between the interests of its
asset allocation clients and the interest of the
Portfolios.

Trustees of the The management and affairs of the Trust are supervised by
Trust 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.

Voting Rights Each share held entitles the shareholder of record to one
vote. Shareholders of each Portfolio or class will vote
separately on matters pertaining solely to that Portfolio
or class, such as any distribution plan. As a
Massachusetts business trust, the Trust

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<PAGE> 25

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.

Reporting The Trust issues unaudited financial statements
semi-annually and audited financial statements annually.
The Trust furnishes proxy statements and other reports to
shareholders of record.

Shareholder Shareholder inquiries should be directed to the Manager,
Inquiries SEI Financial Management Corporation, 680 East Swedesford
Road, Wayne, Pennsylvania 19087-1658.

Dividends Substantially all of the net investment income (exclusive
of capital gains) of each Portfolio is periodically
declared and paid as a dividend. Currently, net capital
gains (the excess of net long-term capital gain over net
short-term capital loss) realized, if any, will be
distributed at least annually.
Shareholders automatically receive all income
dividends and capital gain distributions in additional
shares at the net asset value next determined following
the record date, unless the shareholder has elected to
take such payment in cash. Shareholders may change their
election by providing written notice to SFM at least 15
days prior to the distribution.
Dividends and capital gains of each Portfolio are
paid on a per-share basis. The value of each share will be
reduced by the amount of any such payment. If shares are
purchased shortly before the record date for a dividend or
capital gains distributions, a shareholder will pay the
full price for the share and receive some portion of the
price back as a taxable dividend or distribution.

Counsel and Independent
Accountants
Morgan, Lewis & Bockius LLP serves as counsel to the
Trust. Price Waterhouse LLP serves as the independent
accountants of the Trust.

Custodian and Wire
Agent State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, acts as Custodian for the
assets of the International Equity and Emerging Markets
Equity Portfolios, and The Chase Manhattan Bank, N.A.,
Chase MetroTech Center, Brooklyn, New York 11245, acts as
Custodian for the assets of the International Fixed Income
Portfolio (each a "Custodian" and, together, the
"Custodians"). The Custodians hold cash, securities and
other assets of the Trust as required by the 1940 Act.
CoreStates Bank, N.A., Broad and Chestnut Streets, P.O.
Box 7618, Philadelphia, Pennsylvania 19101, acts as wire
agent of the Trust's assets.

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<PAGE> 26

DESCRIPTION
OF PERMITTED
INVESTMENTS
AND RISK FACTORS

The following is a description of certain of the permitted
investment practices for the Portfolios, and the
associated risk factors:

American Depositary
Receipts ("ADRs")
Continental Depositary
Receipts ("CDRs"),
European Depositary
Receipts ("EDRs") and
Global Depositary
Receipts ("GDRs") ADRs are securities, typically issued by a U.S. financial
institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by
a foreign issuer and deposited with the depositary. ADRs
include American Depositary Shares and New York Shares.
EDRs, which are sometimes referred to as Continental
Depositary Receipts ("CDRs"), are securities, typically
issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities
issued by either a U.S. or foreign issuer. GDRs are issued
globally and evidence a similar ownership arrangement.
Generally, ADRs are designed for trading in the U.S.
securities market, EDRs are designed for trading in
European Securities Markets and GDRs are designed for
trading in non-U.S. Securities Markets. ADRs, EDRs, CDRs
and GDRs may be available for investment through
"sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the
security underlying the receipt and a depositary, whereas
an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's
underlying security. Holders of an unsponsored depositary
receipt generally bear all the costs of the unsponsored
facility. The depositary of an unsponsored facility
frequently is under no obligation to distribute
shareholder communications received from the issuer of the
deposited security or to pass through to the holders of
the receipts voting rights with respect to the deposited
securities.

Convertible Convertible securities are securities that are
Securities exchangeable for a set number of another security at a
prestated price. Convertible securities typically have
characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market
value of a convertible security tends to move with the
market value of the underlying stock. The value of a
convertible security is also affected by prevailing
interest rates, the credit quality of the issuer, and any
call provisions.

Equity Securities Equity securities represent ownership interests in a
company or corporation and include common stock, preferred
stock and warrants and other rights to acquire such
instruments. Changes in the value of portfolio securities
will not necessarily affect cash income derived from these
securities, but will affect a Portfolio's net asset value.

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<PAGE> 27

Fixed Income
Securities Fixed income securities are debt obligations issued by
corporations, municipalities and other borrowers. The
market value of the fixed income investments will
generally change in response to interest rate changes and
other factors. During periods of falling interest rates,
the values of outstanding fixed income securities
generally rise. Conversely, during periods of rising
interest rates, the values of such securities generally
decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer
maturity securities are also subject to greater market
fluctuations as a result of changes in interest rates.
Changes by recognized agencies in the rating of any fixed
income security and in the ability of an issuer to make
payments of interest and principal also affect the value
of these investments. Changes in the value of these
securities will not affect cash income derived from these
securities, but will affect a Portfolio's net asset value.

Forward Foreign
Currency Contracts A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, agreed
upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.

At the maturity of a forward contract, the
Portfolio may either sell a portfolio security and make
delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to
deliver the foreign currency by purchasing an "offsetting"
contract with the same currency trader, obligating it to
purchase, on the same maturity date, the same amount of
the foreign currency. The Portfolio may realize a gain or
loss from currency transactions.

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 Portfolio may use
futures contracts and related options for bona fide
hedging purposes, to offset changes in the value of
securities held or expected to be acquired or be disposed
of, to minimize fluctuations in foreign currencies, or to
gain exposure to a particular market or instrument. A
Portfolio 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.

A stock 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 stock index
value at the close of trading of the contract and the
price at which the futures contract is

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<PAGE> 28

originally struck. No physical delivery of the stocks
comprising the Index is made; generally contracts are
closed out prior to the expiration date of the
contract.
No price is paid upon entering into futures
contracts. Instead, a Portfolio would be required to
deposit an amount of cash or U.S. Treasury securities
known as "initial margin." Subsequent payments, called
"variation margin," to and from the broker, would be made
on a daily basis as the value of the futures position
varies (a process known as "marking to market"). The
margin is in the nature of a performance bond or
good-faith deposit on a futures contract.

In order to avoid leveraging and related risks,
when a Portfolio purchases futures contracts, it will
collateralize its position by depositing an amount of cash
or cash equivalents, equal to the market value of the
futures positions held, less margin deposits, in a
segregated account with the Trust's custodian. Collateral
equal to the current market value of the futures position
will be marked to market on a daily basis.

There are risks associated with these activities,
including the following: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in
markets and movements in interest rates; (2) there may be
an imperfect or no correlation between the changes in
market value of the securities held by the Portfolio 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.
A Portfolio may enter into futures contracts and
options on futures contracts traded on an exchange
regulated by the Commodities Futures Trading Commission
("CFTC"), as long as, to the extent that such transactions
are not for "bona fide hedging purposes," the aggregate
initial margin and premiums on such positions (excluding
the amount by which such options are in the money) do not
exceed 5% of a Portfolio's net assets. A Portfolio may buy
and sell futures contracts and related options to manage
its exposure to changing interest rates and securities
prices. Some strategies reduce a Portfolio's exposure to
price fluctuations, while others tend to increase its
market exposure. Futures and options on futures can be
volatile instruments and involve certain risks that could
negatively impact a Portfolio's return.

Illiquid Securities Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price
at which they are being carried on a Portfolio's books.
Illiquid securities include demand instruments with demand
notice periods exceeding seven days, securities for which
there is no secondary market, and repurchase agreements
with duration over seven days in length. In addition, the
Emerging Markets Equity Portfolio believes that carefully
selected investments in

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<PAGE> 29

joint ventures, cooperatives, partnerships, private
placements, unlisted securities and other similar
situations (collectively, "special situations")
could enhance the Portfolio's capital appreciation
potential. Investments in special situations may be
liquid, as determined by the Portfolio's advisers
based on criteria approved by the Board of Trustees.
To the extent these investments are deemed illiquid,
the Portfolio's investment in them will be consistent
with its 10% restriction on investment in illiquid
securities.

As a shareholder in an investment company, a
Portfolio would bear its ratable share of that investment
company's expenses, including its advisory and
administration fees. In accordance with applicable state
regulatory provisions, the advisers have agreed to waive
its management fee with respect to the portion of this
Portfolio's assets invested in shares of other open-ended
investment companies. The Portfolio continues to pay its
own management fees and other expenses with respect to
their investments in shares of closed-end investment
companies.

Money Market
Instruments Money market securities are high-quality,
dollar-denominated, short-term debt instruments. They
consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S.
banks and U.S. branches of foreign banks; (ii) U.S.
Treasury obligations and obligations of agencies and
instrumentalities of the U.S. Government; (iii)
high-quality commercial paper issued by U.S. and foreign
corporations; (iv) debt obligations with a maturity of one
year or less issued by corporations that issue
high-quality commercial paper; and (v) repurchase
agreements involving any of the foregoing obligations
entered into with highly-rated banks and broker-dealers.

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<PAGE> 30

"stock holders," usually make initial capital
contributions to the supranational entity and, in many
cases, are committed to make additional capital
contributions if the supranational entity is unable to
repay its borrowings.

Options A put option 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 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. The initial purchase (sale) of an
option contract is an "opening transaction." In order to
close out an option position, a Portfolio 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.

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

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

A Portfolio may purchase and write options on an
exchange or over-the-counter. Over-the-counter ("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

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<PAGE> 31

reference to information from a market maker. It is the
position of the SEC that OTC options are generally
illiquid.

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

A Portfolio may purchase and write put and call
options on indices and enter into related closing
transactions. Put and call options on indices are similar
to options on securities except that options on an index
give the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the
underlying index is greater than (or less than, in the
case of puts) the exercise price of the option. This
amount of cash is equal to the difference between the
closing price of the index and the exercise price of the
option, expressed in dollars multiplied by a specified
number. Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price
movements in the particular market represented by the
index generally, rather than the price movements in
individual securities. A Portfolio may choose to terminate
an option position by entering into a closing transaction.
The ability of a Portfolio to enter into closing
transactions depends upon the existence of a liquid
secondary market for such transactions.

All options written on indices must be covered.
When a Portfolio writes an option on an index, it will
establish a segregated account containing cash or liquid,
high grade debt securities with its custodian 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.

Risk Factors: Risks associated with options
transactions include: (1) the success of a hedging
strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in
markets and movements in interest rates; (2) there may be
an imperfect correlation between the movement in prices of
options and the securities underlying them; (3) there may
not be a liquid secondary market for options; and (4)
while a Portfolio 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

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<PAGE> 32

to participate in privatizations in certain foreign
countries may be limited by local law, or the terms on
which a Portfolio 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.

Repurchase Repurchase agreements are agreements by which a Portfolio
Agreements obtains a security and simultaneously commits to return
the security to the seller at an agreed upon price
(including principal and interest) on an agreed upon date.
The Portfolio will have actual or constructive possession
of the security as collateral for the repurchase
agreement. Collateral must be maintained at a value at
least equal to 102% of the purchase price. A Portfolio
bears a risk of loss in the event the other party defaults
on its obligations and the Portfolio is delayed or
prevented from exercising its right to dispose of the
collateral or if the Portfolio realizes a loss on the sale
of the collateral. The advisers will enter into repurchase
agreements on behalf of a Portfolio only with financial
institutions deemed to present minimal risk of bankruptcy
during the term of the agreement based on established
guidelines. Repurchase agreements are considered loans
under the 1940 Act.

Securities of
Foreign Issuers There are certain risks connected with investing in
foreign securities. These include risks of adverse
political and economic developments (including possible
governmental seizure or nationalization of assets), the
possible imposition of exchange controls or other
governmental restrictions, less uniformity in accounting
and reporting requirements, the possibility that there
will be less information on such securities and their
issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad,
restrictions on foreign investments in other
jurisdictions, difficulties in effecting repatriation of
capital invested abroad and difficulties in transaction
settlements and the effect of delay on shareholder equity.
Foreign securities may be subject to foreign taxes, and
may be less marketable than comparable U.S. securities.
The value of a Portfolio's investments denominated in
foreign currencies will depend on the relative strengths
of those currencies and the U.S. dollars, and a Portfolio
may be affected favorably or unfavorably by changes in the
exchange rates or exchange 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
Portfolio. Furthermore, emerging market countries may have
less stable political environments than more developed
countries. Also it may be more difficult to obtain a
judgment in a court outside the United States.

Short Sales A Portfolio may only sell securities short "against the
box." A short sale is "against the box" if at all times
during which the short position is open, the Portfolio
owns at least an equal amount of the securities or
securities convertible into, or

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<PAGE> 33

exchangeable without further consideration for,
securities of the same issue as the securities that are
sold short.

Swaps, Caps, Floors
and Collars Interest rate swaps, mortgage swaps, currency swaps and
other types of swap agreements such as caps, floors and
collars are designed to permit the purchaser to preserve a
return or spread on a particular investment or portion of
its portfolio, and to protect against any increase in the
price of securities a Portfolio anticipates purchasing at
a later date. In a typical interest rate swap, one party
agrees to make regular payments equal to a floating
interest rate times a "notional principal amount," in
return for payments equal to a fixed rate times the same
amount, for a specific period of time. Swaps may also
depend on other prices or rates, such as the value of an
index or mortgage prepayment rates.

In a typical cap or floor agreement, one party
agrees to make payments only under specified
circumstances, usually in return for payment of a fee by
the other party.

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

U.S. Government
Agency Securities Obligations issued or guaranteed by agencies of the U.S.
Government, including, among others, the Federal Farm
Credit Bank, the Federal Housing Administration and the
Small Business Administration and obligations issued or
guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage
Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the
full faith and credit of the U.S. Treasury (e.g.,
Government National Mortgage Association securities), and
others are supported by the right of the issuer to borrow
from the Treasury (e.g., Federal Farm Credit Bank
securities), while still others are supported only by the
credit of the instrumentality (e.g., Federal National
Mortgage Association securities). Guarantees of principal
by agencies or instrumentalities of the United States
Government may be a guarantee of payment at the maturity
of the obligation so that in the event of a default prior
to maturity there might not be a market and thus no means
of realizing on the obligation prior to maturity.
Guarantees as to the timely payment of principal and
interest do not extend to the value or yield of these
securities nor to the value of the Portfolios' shares.

U.S. Treasury
Obligations U.S. Treasury obligations consist of bills, notes and
bonds issued by the U.S. Treasury, as well as separately
traded interest and principal component parts of such
obligations, known as Separately Traded Registered
Interest and Principal Securities ("STRIPS"), that are
transferable through the Federal book-entry system.

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<PAGE> 34

Variable and Floating
Rate Instruments Certain obligations may carry variable or floating rates
of interest and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates
which are not fixed, but which vary with changes in
specified market rates or indices. The interest rates on
these securities may be reset daily, weekly, quarterly or
at some other interval, and may have a floor or ceiling on
interest rate changes. There is a risk that the current
interest rate on such obligations may not accurately
reflect existing market interest rates. A demand
instrument with a demand notice exceeding seven days may
be considered illiquid if there is no secondary market for
such security.

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

When-Issued
amd Delayed When-issued or delayed delivery transactions involve the
Delivery Securities 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 Portfolio will maintain with its
Custodian a separate account with liquid, high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these
securities is fixed as of the purchase date, and no
interest accrues to a Portfolio 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 Portfolio generally
purchases securities on a when-issued or forward
commitment basis with the intention of actually acquiring
securities, a Portfolio may dispose of a when-issued
security or forward commitment prior to settlement if the
Adviser deems it appropriate to do so. When investing in
when-issued securities, a Portfolio will not accrue income
until delivery of the securities and will invest in such
securities only for purposes of actually acquiring the
securities and not for purposes of leveraging.

Additional information on other permitted
investments can be found in the Statement of Additional
Information.

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TABLE OF CONTENTS
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<TABLE>
<S> <C>
Annual Operating Expenses................... 2
Financial Highlights........................ 3
The Trust................................... 4
Investment Objectives and Policies.......... 4
General Investment Policies................. 5
Investment Limitations...................... 9
The Manager and Shareholder Servicing
Agent..................................... 10
The Adviser................................. 11
The Sub-Advisers............................ 13
Distribution and Shareholder Services....... 16
Purchase and Redemption of Shares........... 17
Performance................................. 19
Taxes....................................... 20
General Information......................... 21
Description of Permitted Investments and
Risk Factors.............................. 23
</TABLE>

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PROSPECTUS

JUNE 28, 1996

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

INTERNATIONAL EQUITY PORTFOLIO

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

Please read this Prospectus carefully before investing, and keep it on file for
future reference. It concisely sets forth information that can help you decide
if the Portfolio's investment goals match your own.

A Statement of Additional Information (SAI) dated June 28, 1996, has been filed
with the Securities and Exchange Commission (the "SEC") and is available upon
request and without charge by writing the Distributor, SEI Financial Services
Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling
1-800-437-6016. The Statement of Additional Information is incorporated by
reference into this Prospectus.

SEI International Trust (the "Trust") is an open-end management investment
company that offers shareholders a convenient means of investing their funds in
one or more professionally managed diversified and non-diversified portfolios of
securities. The International Equity Portfolio (formerly, Core International
Equity Portfolio) investment portfolio of the Trust, offers two classes of
shares, Class A shares and Class D shares. Class D shares differ from Class A
shares primarily in the imposition of sales charges and the allocation of
certain distribution expenses and transfer agent fees. Class D shares are
available through SEI Financial Services Company (the Trust's distributor) and
through participating broker-dealers, financial institutions and other
organizations. This Prospectus relates to the Class D shares of the
International Equity Portfolio (the "Portfolio").

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

HOW TO READ THIS PROSPECTUS

This Prospectus gives you information that you should know about the Portfolio
before investing. Brief descriptions are also provided throughout the Prospectus
to better explain certain key points. To find these helpful guides, look for
this symbol. (>)

FUND HIGHLIGHTS

The following summary provides basic information about the Class D shares of the
Trust's International Equity Portfolio. This summary is qualified in its
entirety by reference to the more detailed information provided elsewhere in
this Prospectus and in the Statement of Additional Information.

INVESTMENT
OBJECTIVES AND
POLICIES Below is the investment objective and policies for the
Portfolio. For more information, see "Investment Objective
and Policies," "General Investment Policies" and
"Description of Permitted Investments and Risk Factors."

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

UNDERSTANDING RISK Shares of the Portfolio, like
shares of any mutual fund,
will fluctuate in value and
when you sell your shares,
they may be worth more or
less than what you paid for
them. The Portfolio may
invest in equity securities
that are affected by market
and economic factors, and in
fixed income securities that
tend to vary inversely with
interest rates and may be
affected by other market and
economic factors as well,
which may cause these
securities to fluctuate in
value. Investing in the
securities of foreign
companies involves special
risks and considerations not
typically associated with
investing in U.S. companies.
In addition, there can be no
assurance that any Portfolio
will achieve its investment
objective. See "Investment
Objectives and Policies" and
"Description of Permitted
Investments and Risk

Factors."

TABLE OF

CONTENTS

Fund Highlights........2

Portfolio Expenses.....4

Financial Highlights...5

Your Account and Doing
Business with Us.....6

Investment Objective and
Policies.............9

General Investment
Policies and Risk
Factors............10

Investment
Limitations...........11

The Manager and
Shareholder
Servicing Agent.....12

The Adviser...........13

The Sub-Advisers......15

Distribution and
Shareholder
Services............16

Performance...........17

Taxes.................18

Additional Information
About Doing Business
with Us..............20

General Information...25

Description of Permitted
Investments and Risk
Factors.............27

<PAGE> 38

MANAGEMENT PROFILE SEI FINANCIAL MANAGEMENT
CORPORATION ("SFM") serves as
the investment adviser for
the International Equity
Portfolio. ACADIAN ASSET
MANAGEMENT, INC., MORGAN
GRENFELL INVESTMENT SERVICES
LIMITED AND SCHRODER CAPITAL
MANAGEMENT INTERNATIONAL
LIMITED each serve as an
investment sub-adviser for a
portion of the assets of the
International Equity
Portfolio. SFM serves as the
manager and shareholder servicing agent of the Trust. DST
Systems, Inc. acts as the transfer agent (the "Transfer
Agent") of the Class D shares of the Trust. SEI Financial
Services Company acts as distributor ("Distributor") of
the Trust's shares. See "The Manager and Shareholder
Servicing Agent," "The Adviser," "The Sub-Advisers" and
"Distribution."

YOUR ACCOUNT AND
DOING BUSINESS
WITH US
You may open an account with just $1,000 and make
additional investments with as little as $100. Class D
shares of the Portfolio are offered at net asset value per
share plus a maximum sales charge at the time of purchase
of 5.00%. Shareholders who purchase higher amounts may
qualify for a reduced sales charge. Redemptions of the
Portfolio's shares are made at net asset value per share.
See "Your Account and Doing Business with Us" and
"Additional Information About Doing Business With Us."

DIVIDENDS Substantially all of the net investment income (exclusive
of capital gains) of the Portfolio is periodically
declared and paid as a dividend. Any realized net capital
gain is distributed at least annually. Distributions are
paid in additional shares unless you elect to take the
payment in cash. See "Dividends."

INFORMATION/
SERVICE CONTACTS For more information about Class D shares call
1-800-437-6016.

(>)
INVESTMENT

PHILOSOPHY

Believing that no single
investment adviser can
deliver outstanding
performance in every
investment category, only
those advisers who have
distinguished themselves
within their areas of
specialization are selected
to advise our mutual funds.

3
<PAGE> 39

PORTFOLIO EXPENSES

The purposes of the following table is to help you understand the various costs
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the Class D shares.

SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)

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

<TABLE>
<CAPTION>
INTERNATIONAL
EQUITY PORTFOLIO
------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases 5.00%
Maximum Sales Charge Imposed on Reinvested Dividends None
Redemption Fees (1) None
</TABLE>

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)

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

<TABLE>
<S> <C>
Management/Advisory Fees (after fee waiver) (2) .96%
12b-1 Fees (3) .25%
Other Expenses .34%
- ---------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver and reimbursement) (4) 1.55%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) A charge, currently $10.00, is imposed on wires of redemption proceeds of
the Portfolio's Class D shares.

(2) SEI Financial Management Corporation ("SFM"), in its capacity as Manager
for the Portfolio, and certain of the sub-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 sub-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. Management/advisory fees have been restated
to reflect current expenses.

(3) The 12b-1 fees shown reflect the Distributor's voluntary waiver of a
portion of its compensatory fee. The Distributor reserves the right to
terminate its waiver at any time in its sole discretion. The maximum 12b-1
fee payable by the Class D shares of the Portfolio is .30%.

(4) Absent the voluntary fee waiver described above, the total operating
expenses would be 1.60% for the International Equity Portfolio. Additional
information may be found under "The Adviser," "The Sub-Advisers" and "The
Manager and Shareholder Servicing Agent."

EXAMPLE

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

An investor in the Portfolio would pay the following expenses on a $1000
investment assuming
(1) imposition of the maximum sales charge, (2) a 5% annual return and (3)
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 $ 65.00 $ 97.00 $ 130.00 $ 225.00
- ---------------------------------------------------------------------------------------------------------------------
</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 D shares of the Portfolio. The Portfolio also offers
Class A shares, which are subject to the same expenses, except that there are no
sales charges, different distribution costs and no transfer agent costs.
Additional information may be found under "The Manager and Shareholder Servicing
Agent," "The Adviser," "The Sub-Advisers" and "Distribution."

The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "Purchase of Shares." Long-term
shareholders may 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").

4
<PAGE> 40

FINANCIAL HIGHLIGHTS

The following financial highlights for a share outstanding throughout each
period have been audited by Price Waterhouse LLP, the Trust's independent
accountants, whose report, thereon, dated April 10, 1996, was unqualified. This
information should be read in conjunction with the Trust's financial statements
as of February 29, 1996, and notes thereto, which are included in the Trust's
Statement of Additional Information under the heading "Financial Statements."
Additional performance information is set forth in the Trust's 1996 Annual
Report to Shareholders, which is available upon request and without charge by
calling 1-800-437-6016.

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

FOR THE PERIODS ENDED FEBRUARY 29,

<TABLE>
<CAPTION>
Net Asset Distributions Distributions
Value Net Net Realized and from Net from Net Asset
Beginning Investment Unrealized Investment Retained Capital Return Value End
of Period Income/(Loss) Gains/(Losses) Income (2) Gains of Capital of Period
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- ---------------------------------
CLASS D
1996 $ 9.56 $0.04 $ 1.50 $ (0.18) $(0.99) -- $9.93
1995(1) 10.81 0.01 (0.67) -- (0.59) -- 9.56

Ratio Ratio
of Net Investment
Ratios of Expenses Income/(Loss)
Ratio of Net Investment to Average to Average
Net Assets Expenses Income/(Loss) Net Assets Net Assets Portfolio
Total End of to Average to Average (Excluding (Excluding Turnover
Return Period (000) Net Assets Net Assets Waivers) Waivers) Rate
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- ------------------------------
CLASS D
1996 16.77% $199 1.65% 0.58% 1.90% 0.33% 102%
1995(1) (6.33) 51 1.47 0.42 1.48 0.41 64
</TABLE>

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

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

5
<PAGE> 41

YOUR ACCOUNT AND DOING BUSINESS
WITH US

Class D shares of the Portfolio are sold on a continuous basis and may be
purchased directly from the Trust's Distributor, SEI Financial Services Company.
Shares may also be purchased through financial institutions, broker-dealers, or
other organizations ("Intermediaries") which have established a dealer agreement
or other arrangement with SEI Financial Services Company. For more information
about the following topics, see "Additional Information About Doing Business
with Us."

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

HOW TO BUY, SELL
AND EXCHANGE
SHARES THROUGH
INTERMEDIARIES Class D shares of the Portfolio may be purchased through
Intermediaries which provide various levels of shareholder
services to their customers. Contact your Intermediary for
information about the services available to you and for
specific

instructions on how to buy,
sell and exchange
shares. To allow for
processing and transmittal of
orders to the Distributor on
the same day, Intermediaries
may impose earlier cut-off
times for receipt of purchase
orders. Certain
Intermediaries may charge
customer account fees.
Information concerning
shareholder services and any
charges will be provided to
the customer by the
Intermediary. Certain of
these Intermediaries may be
required to register as
broker-dealers under state
law.
The shares you purchase through an Intermediary may
be held "of record" by that Intermediary. If you want to
transfer the registration of shares beneficially owned by
you, but held "of record" by an Intermediary, you should
call the Intermediary to request this change.

HOW TO BUY SHARES
FROM THE DISTRIBUTOR Account Application forms can be obtained by calling
1-800-437-6016. Class D shares of the Portfolio are
offered only to residents of states in which the shares
are eligible for purchase.

Opening an Account
By Check You may buy Class D shares by mailing a completed
application and a check (or other negotiable bank
instrument or money order) payable to "Class D shares
(Portfolio Name)." If you send a check that does not
clear, the purchase will be canceled and you could be
liable for any losses or fees incurred.

By Fed Wire To buy shares by Fed Wire, call toll-free at
1-800-437-6016.

Automatic
Investment Plan
("AIP") You may systematically buy Class D shares through
deductions from your checking or savings accounts,
provided these accounts are maintained through banks which
are part of the Automated Clearing House ("ACH") system.
You may purchase
(>)
WHAT IS AN
INTERMEDIARY?
Any entity, such as a
bank, broker-dealer,
other financial
institution, association
or organization which
has entered into an
agreement with the
Distributor to sell
Class D shares of the
Portfolio to their
customers.

6
<PAGE> 42

shares on a fixed schedule (semi-monthly or monthly) with
amounts as low as $25, or as high as $100,000. Upon
notice, the amount you commit to the AIP may be changed or
canceled at any time. The AIP is subject to account
minimum initial purchase amounts and minimum maintained
balance requirements.

OTHER INFORMATION
ABOUT BUYING SHARES

Sales Charges Your purchase is subject to a sales charge which varies
depending on the size of your purchase. The following
table shows the regular sales charges on Class D shares of
the Portfolio to a "single purchaser," together with the
reallowance paid to dealers and the agency commission paid
to brokers (collectively the "commission"):

INTERNATIONAL EQUITY PORTFOLIO

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

<TABLE>
<CAPTION>
SALES CHARGE REALLOWANCE AND
SALES CHARGE AS AS APPROPRIATE BROKERAGE COMMISSION
A PERCENTAGE OF PERCENTAGE OF AS A PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE
<S> <C> <C> <C>
---------------------------------------------------------------------------------------
< $50,000 5.00% 5.26% 4.50%
$50,000 but < $100,000 4.50% 4.71% 4.00%
$100,000 but < $250,000 3.50% 3.63% 3.00%
$250,000 but < $500,000 2.50% 2.56% 2.00%
$500,000 but < $1,000,000 2.00% 2.04% 1.75%
$1,000,000 but < $2,000,000 1.00% 1.01% 1.00%
$2,000,000 but < $4,000,000 .50% .50% .50%
Over $4,000,000 none none none
---------------------------------------------------------------------------------------
</TABLE>

The commissions shown in the table above apply to
sales through Intermediaries. Under certain circumstances,
commissions up to the amount of the entire sales charge
may be re-allowed to certain Intermediaries, who might
then be deemed to be "underwriters" under the Securities
Act of 1933.

Rights of
Accumulation Rights of Accumulation allows you, under certain
circumstances, to combine your current purchase with the
current market value of previously purchased shares of the
Portfolio and Class D shares of other portfolios
("Eligible Portfolios") in order to obtain a reduced sales
charge.

Letter of Intent A Letter of Intent allows you, under certain
circumstances, to aggregate anticipated purchases over a
13-month period to obtain a reduced sales charge.

Sales Charge Waiver Certain shareholders may qualify for a sales charge
waiver. To determine whether or not you qualify for a
sales charge waiver see "Additional Information About
Doing Business with Us." Shareholders who qualify for a
sales charge waiver must notify the Transfer Agent before
purchasing shares.

7
<PAGE> 43

EXCHANGING SHARES

When Can You
Exchange Shares?
Once good payment for your
shares has been received and
accepted (i.e., an account
has

been established), you may
exchange some or all of your
shares for Class D shares of
SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI
Liquid Asset Trust and SEI
Institutional Managed Trust
("SEI Funds"). Exchanges are
made at net asset value plus
any applicable sales charge.
Class D shares are offered
only to residents of states
in which the shares are
eligible for purchase.

When Do Sales Charges
Apply to an Exchange?
Portfolios that are not money
market portfolios currently
impose a sales charge on Class D shares. If you exchange
into one of these "non-money market" portfolios, you will
have to pay a sales charge on any portion of your
exchanged Class D shares for which you have not previously
paid a sales charge.
If you previously paid a sales charge on your Class
D shares, no additional sales charge will be assessed when
you exchange those Class D shares for other Class D
shares.

If you buy Class D shares of a "non-money market"
fund and you receive a sales charge waiver, you will be
deemed to have paid the sales charge for purposes of this
exchange privilege. In calculating any sales charge
payable on your exchange, the Trust will assume that the
first shares you exchange are those on which you have
already paid a sales charge. Sales charge waivers may also
be available under certain circumstances described in the
SEI Funds' prospectuses.

The Trust reserves the right to change the terms
and conditions of the exchange privilege discussed herein,
or to terminate the exchange privilege, upon 60 days'
notice. The Trust also reserves the right to deny an
exchange request made within 60 days of the purchase of a
non-money market portfolio.

Requesting an Exchange
of Shares
To request an exchange, you must provide proper
instructions in writing to the Transfer Agent. Telephone
exchanges will also be accepted if you previously elected
this option on your account application.
In the case of shares held "of record" by an
Intermediary but beneficially owned by you, you should
contact the Intermediary who will contact the Transfer
Agent and effect the exchange on your behalf.

HOW TO SELL SHARES
THROUGH THE
DISTRIBUTOR To sell your shares, a written request for redemption in
good order must be received by the Transfer Agent. Valid
written redemption requests will be effective on receipt.
All shareholders of record must sign the redemption
request.

(>)
HOW DOES AN
EXCHANGE TAKE
PLACE?
When making an exchange,
you authorize the sale
of your shares of the
Portfolio in order to
purchase the shares of
another portfolio. In
other words, you are
executing a sell order
and then a buy order.
This sale of your shares
is a taxable event which
could result in a
taxable gain or loss.

8
<PAGE> 44

By Mail For information about the
proper form of
redemption requests, call
1-800-437-6016. You may also
have the proceeds mailed to
an address of record or
mailed (or sent by ACH) to a
commercial bank account
previously designated on the
Account Application or
specified by written
instruction to the Transfer
Agent. There is no charge for
having redemption requests
mailed to a designated bank
account.

By Telephone You may sell your shares by
telephone if you previously
elected that option on the
Account Application. You may have the proceeds mailed to
the address of record, wired or sent by ACH to a
commercial bank account previously designated on the
Account Application. Under most circumstances, payments
will be transmitted on the next Business Day following
receipt of a valid telephone request for redemption. Wire
redemption requests may be made by calling 1-800-437-6016,
who will subtract a wire redemption charge (presently
$10.00) from the amount of the redemption.

Systematic
Withdrawal Plan
("SWP")
You may establish a systematic withdrawal plan for an
account with a $10,000 minimum balance. Under the plan,
redemptions can be automatically processed from accounts
(monthly, quarterly, semi-annually or annually) by check
or by ACH with a minimum redemption amount of $50.

INVESTMENT

OBJECTIVE AND

POLICIES

INTERNATIONAL
EQUITY PORTFOLIO The International Equity
Portfolio seeks to

provide long-term capital
appreciation by investing
primarily in a diversified
portfolio of equity
securities of non-U.S.
issuers.

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

There can be no assurance
that the Portfolio will

achieve its objective.

(>)
WHAT IS A
SIGNATURE
GUARANTEE?

A signature guarantee
verifies the
authenticity of your
signature and may be
obtained from any of the
following: banks,
brokers, dealers,
certain credit unions,
securities exchange or
association, clearing
agency or savings
association. A notary
public cannot provide a
signature guarantee.

(>)
WHAT ARE
INVESTMENT
OBJECTIVES AND
POLICIES?
The Portfolio's
investment objective is
a statement of what it
seeks to achieve. It is
important to make sure
that the investment
objective matches your
own financial needs and
circumstances. The
investment policies
section spells out the
types of securities in
which the Portfolio
invests.

<PAGE> 45

GENERAL

INVESTMENT

POLICIES AND

RISK FACTORS

INTERNATIONAL
EQUITY PORTFOLIO The International Equity Portfolio may enter into forward
foreign currency contracts as a hedge against possible
variations in foreign exchange rates. A forward foreign
currency contract is a commitment to purchase or sell a
specified currency, at a specified future date, at a
specified price. The Portfolio may enter into forward
foreign currency contracts to hedge a specific security
transaction or to hedge a portfolio position. These
contracts may be bought or sold to protect the Portfolio,
to some degree, against a possible loss resulting from an
adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio may also
invest in options on currencies.

Securities of non-U.S. issuers purchased by the
Portfolio will typically be listed on recognized foreign
exchanges but also may be purchased on U.S. registered
exchanges, in the over-the-counter market or in the form
of sponsored or unsponsored American Depositary Receipts
("ADRs") traded on registered exchanges or NASDAQ, or
sponsored or unsponsored European Depositary Receipts
("EDRs"), Continental Depositary Receipts ("CDRs") or
Global Depositary Receipts ("GDRs"). The Portfolio expects
its investments to emphasize both large and intermediate
capitalization companies.

The Portfolio expects to be fully invested in its
primary investments described above, but may invest up to
35% of its total assets in U.S. or non-U.S. cash reserves;
money market instruments; swaps; options on securities,
non-U.S. indices and currencies; futures contracts,
including stock index futures contracts; and options on
futures contracts.

Permissible money market instruments include
securities issued or guaranteed by the United States
Government, its agencies or instrumentalities; securities
issued or guaranteed by non-U.S. governments, which are
rated at time of purchase A or higher by Standard & Poor's
Corporation ("S&P") or Moody's Investors Service, Inc.
("Moody's"), or are determined by the advisers to be of
comparable quality; repurchase agreements; certificates of
deposit and bankers' acceptances issued by banks or
savings and loan associations having net assets of at
least $500 million as of the end of their most recent
fiscal year; high-grade commercial paper; and other long-
and short-term debt instruments, which are rated at time
of purchase A or higher by S&P or Moody's, and which with
respect to such long-term debt instruments, are within 397
days of their maturity.

The Portfolio is also permitted to acquire floating
and variable rate securities, purchase securities on a
when-issued or delayed delivery basis, and invest up to
10% of its total assets in illiquid securities. Although
permitted to do so, the

10
<PAGE> 46

Portfolio does not currently intend to invest in
securities issued by passive foreign investment
companies or to engage in securities lending.

For temporary defensive purposes, when the advisers
determine that market conditions warrant, the Portfolio
may invest up to 50% of its assets in the U.S. and
non-U.S. money market instruments described above and in
other U.S. and non-U.S. long- and short-term debt
instruments which are rated BBB or higher by S&P or Baa or
higher by Moody's at the time of purchase, or which are
determined by the advisers to be of comparable quality;
hold a portion of its assets in cash; and invest in
securities of supranational entities which are rated A or
higher by S&P or Moody's at the time of purchase or are
determined by the advisers to be of comparable quality.

Fixed income securities rated BBB or Baa lack
outstanding investment characteristics, and have
speculative characteristics as well.

For additional information regarding the permitted
investments of the Portfolio, see the "Description of
Permitted Investments and Risk Factors" in this Prospectus
and "Description of Permitted Investments" in the
Statement of Additional Information. For a description of
the above ratings, see the Statement of Additional
Information.

INVESTMENT
LIMITATIONS

The investment objective and certain of the investment
limitations are fundamental policies of the Portfolio.
Fundamental policies cannot be changed with respect to the
Trust or the Portfolio without the consent of the holders
of a majority of the Trust's or the Portfolio's
outstanding shares.

The International Equity Portfolio may not:

11
<PAGE> 47

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

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 the Statement of Additional Information.

THE MANAGER
AND SHAREHOLDER

SERVICING AGENT

SEI Financial Management Corporation ("SFM"), provides the
Trust with overall management services, regulatory
reporting, all necessary office space, equipment,
personnel, and facilities, and acts as dividend disbursing
agent and shareholder servicing agent.

For its management services, SFM is entitled to a
fee, which is calculated daily and paid monthly, at an
annual rate of .45% of the average daily net assets of the
International Equity Portfolio. SFM has voluntarily agreed
to waive all or a portion of its fees and, if necessary,
reimburse other operating expenses in order to limit the
total operating expenses of the Portfolio. SFM reserves
the right to terminate this voluntary fee waivers and
expense reimbursement at any time in its sole discretion.
The management and advisory fees for the Portfolio are
higher than that paid by most mutual funds; however, the
fees are competitive with fees paid by most mutual funds
with similar investment objectives and policies.

For the fiscal year ended February 29, 1996, the
International Equity Portfolio paid a management fee after
fee waivers, of .41% of its average daily net assets.

The Trust and DST Systems, Inc., 210 W. 10th
Street, Kansas City, Missouri, 64105 ("DST") have entered
into a separate transfer agent agreement with respect to
the Class D shares of the Portfolio. Under this agreement,
DST acts as the transfer agent (the "Transfer Agent") and
dividend disbursing agent for the Class D Shares of the
Trust.

12
<PAGE> 48

THE ADVISER

SEI FINANCIAL
MANAGEMENT
CORPORATION SFM acts as the investment
adviser to the

International Equity
Portfolio. SFM is a

wholly-owned subsidiary of
SEI Corporation ("SEI"), a
financial services company
located in Wayne,
Pennsylvania. The principal
business address of SFM is
680 East Swedesford Road,
Wayne, Pennsylvania
19087-1658. SEI was founded
in 1968, and is a leading
provider of investment
solutions to banks,
institutional investors,
investment advisers and
insurance companies.
Affiliates of SFM have
provided consulting advice to
institutional investors for
more than 20 years, including
advice regarding selection
and evaluation of investment advisers. SFM currently
serves as manager or administrator to more than 29
investment companies, including more than 273 portfolios,
which investment companies had more than $59 billion in
assets as of March 31, 1996.

The Adviser has general oversight responsibility
for the investment advisory services provided to the
Portfolio, including formulating the Portfolio's
investment policies and analyzing economic trends
affecting the Portfolio. SFM is also responsible for: (i)
managing the allocation of assets among the Portfolio's
sub-advisers, (ii) directing and evaluating the investment
services provided by the sub-advisers, including their
adherence to the Portfolio's investment objective and
policies, and the Portfolio's investment performance, and
(iii) managing the cash portion of the Portfolio's assets.
In accordance with the Portfolio's investment objective
and policies, and under the supervision of the Adviser and
the Trust's Board of Trustees, each sub-adviser is
responsible for the day-to-day investment management of
all or a discrete portion of the assets of the Portfolio.
SFM and the sub-advisers are authorized to make investment
decisions for the Portfolio and place orders on behalf of
the Portfolio to effect the investment decisions made.
HOWEVER, SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE
INVESTMENT PERFORMANCE OF THE PORTFOLIO DUE TO ITS
RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR
HIRING, TERMINATION AND REPLACEMENT.

(>)
INVESTMENT
ADVISER
A Portfolio's investment
adviser manages the
investment activities
and is responsible for
the performance of the
Portfolio. The adviser
conducts investment
research, executes
investment strategies
based on an assessment
of economic and market
conditions, and
determines which
securities to buy, hold
or sell.

<PAGE> 49

afoul of the short-short test or the wash sale rules. To
the extent that having multiple sub-advisers responsible
for investing separate portions of a Portfolio's assets
creates the need for coordination among the sub-advisers,
there is an increased risk that the Portfolio will not
comply with these regulatory and tax requirements.

For these advisory services, 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.

For the fiscal year ended February 29, 1996, the
International Equity Portfolio paid an advisory fee, after
fee waivers of .475% of its average net assets.

SFM has obtained an exemptive order from the
Securities and Exchange Commission (the "SEC") that
permits SFM, with the approval of the Trust's Board of
Trustees, to retain sub-advisers for the Portfolio without
submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. The exemptive relief permits the
disclosure of only the aggregate amount payable by SFM
under all such sub-advisory agreements. The Portfolio will
notify shareholders in the event of any addition or change
in the identity of its sub-advisers. If one of the
sub-advisers is terminated or departs from the Portfolio
with multiple sub-advisers, the Portfolio will handle such
termination or departure in one of two ways. First, the
Portfolio may propose that a new sub-adviser be appointed
to manage that portion of the

14
<PAGE> 50

Portfolio's assets managed by the departing sub-adviser.
In this case, the Portfolio would be required to submit
to the vote of the Portfolio's shareholders the approval
of an investment sub-advisory contract with the new
adviser only if the sub-adviser is affiliated with SFM.
In the alternative, the Portfolio may decide to allocate
the departing sub-adviser's assets among the remaining
sub-advisers. This allocation would not require new
investment sub-advisory contracts with the remaining
sub-advisers, and consequently, no shareholder approval
would be necessary.

THE SUB-ADVISERS

ACADIAN ASSET
MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") acts as the
investment sub-adviser for a portion of the assets of the
International Equity Portfolio in accordance with the
Portfolio's investment objectives and policies pursuant to
a sub-advisory agreement with SFM.

Acadian is entitled to a fee from SFM calculated on
the basis of a percentage of the monthly market value of
the assets assigned to it.

MORGAN GRENFELL
INVESTMENT SERVICES
LIMITED
Morgan Grenfell Investment Services Limited ("MG") acts as
the investment sub-adviser for a portion of the assets of
the International Equity Portfolio. MG, a subsidiary of
Morgan Grenfell Asset Management Limited, managed over
$12.9 billion in assets as of March 31, 1996. Morgan
Grenfell Asset Management Limited, a wholly-owned
subsidiary of Deutsche Bank, A.G., a German financial
services conglomerate, managed over $94 billion in assets
as of March 31, 1996. 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.

15
<PAGE> 51

moving to New York where he was a member of the client
liaison and marketing team for 5 years. He returned to
the London office in 1991 to manage European equity
portfolios. Richard Wilson joined MG in 1994 and is
currently responsible for the UK investments of MG
International Funds and the research of the insurance
sector. Prior to joining MG, Mr. Wilson spent five years
working for James Capel Fund Managers, where he managed
UK pension funds, specializing in the United Kingdom.

MG is entitled to a fee from SFM calculated on the
basis of a percentage of the monthly market value of
assets assigned to it.

SCHRODER CAPITAL
MANAGEMENT
INTERNATIONAL
LIMITED
Schroder Capital Management International Limited ("SC")
acts as the investment sub-adviser for a portion of the
assets of the International Equity Portfolio. SC was
founded in January 1989 and is a wholly-owned indirect
subsidiary of Schroders plc, the holding company parent of
an investment banking and investment management group of
companies (the "Schroder Group"). The investment
management operations of the Schroder Group are located in
18 countries worldwide, including 10 in Asia. As of March
31, 1996, the Schroder Group had over $100 billion in
assets under management. As of that date, SC together with
its U.S. affiliate, Schroder Capital Management
International Inc., 787 7th Avenue, New York, New York
10019, had over $16 billion in assets under management.

SC is entitled to a fee from SFM calculated on the
basis of a percentage of the monthly market value of
assets assigned to it.

DISTRIBUTION

SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the

16
<PAGE> 52

"Distribution Agreement") with the Trust. The Portfolio
has adopted a distribution plan (the "Class D Plan")
pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Portfolio has
adopted a shareholder servicing plan for its Class A
shares (the "Class A Service Plan").

The Class D Plan provides for payments to the
Distributor at an annual rate of .30% of the Portfolio's
average daily net assets attributable to Class D shares.
These payments are characterized as "compensation," and
are not directly tied to expenses incurred by the
Distributor; the payments the Distributor receives during
any year may, therefore, be higher or lower than its
actual expenses. These payments may be used to compensate
the Distributor for its services in connection with
distribution assistance or provision of shareholder
services, and some or all of it may be used to pay
financial institutions and intermediaries such as banks,
savings and loan associations, insurance companies, and
investment counselors, broker-dealers and the
Distributor's affiliates and subsidiaries for services or
reimbursement of expenses incurred in connection with
distribution assistance or provision of shareholder
services. If the Distributor's expenses are less than its
fees under the Class D Plan, the Trust will still pay the
full fee and the Distributor will realize a profit, but
the Trust will not be obligated to pay in excess of the
full fee, even if the Distributor's actual expenses are
higher.

It is possible that a financial 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 Distributor may, from time to time in its sole
discretion, institute one or more promotional incentive
programs, which will be paid for by the Distributor from
its own resources. 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 Portfolio. Such promotional
incentives will be offered uniformly to all dealers and
predicated upon the amount of shares of the Portfolio sold
by the dealer.

PERFORMANCE

From time to time, the Portfolio may advertise yield and
total return. These figures are based on historical
earnings and are not intended to indicate future
performance. No representation can be made concerning
actual yield or future returns. The yield of the Portfolio
refers to the income generated by a hypothetical
investment, net of any sales charge imposed in the case of
some Class D shares, in the Portfolio over a thirty day
period. This income is then "annualized" (i.e., the income
over thirty days is assumed to be generated over one year
and is shown as a percentage of the

17
<PAGE> 53

investment). The total return of the Portfolio refers to
the average compounded rate of return on a hypothetical
investment for designated time periods (including, but
not limited to, the period from which the Portfolio
commenced operations through the specified date),
assuming that the entire investment is redeemed at the
end of each period and assuming the reinvestment of all
dividend and capital gain distributions.

The performance of the Class D shares of the
Portfolio will normally be lower than that of Class A
shares of the Portfolio because of the additional
distribution expenses, transfer agent expenses and sales
charges (when applicable) charged to Class D shares.

The Portfolio may periodically compare its
performance to that of: (i) other mutual funds tracked by
mutual fund rating services (such as Lipper Analytical),
financial and business publications and periodicals; (ii)
broad groups of comparable mutual funds; (iii) unmanaged
indices which may assume investment of dividends but
generally do not reflect deductions for administrative and
management costs; or (iv) other investment alternatives.
The Portfolio may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted
performance. A Portfolio may use long-term performance of
these capital markets to demonstrate general long-term
risk versus reward scenarios and could include the value
of a hypothetical investment in any of the capital
markets. The Portfolio may also quote financial and
business publications and periodicals as they relate to
fund management, investment philosophy and investment
techniques.

The Portfolio may quote various measures of
volatility and benchmark correlation in advertising and
may compare these measures to those of other funds.
Measures of volatility attempt to compare historical share
price fluctuations or total returns to a benchmark while
measures of benchmark correlation indicate how valid a
comparative benchmark might be. Measures of volatility and
correlation are calculated using averages of historical
data and cannot be calculated precisely.

Additional performance information is set forth in
the Trust's 1996 Annual Report to Shareholders, and is
available upon request and without charge by calling
1-800-437-6016.

TAXES

The following summary of federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial, or administrative action.
No attempt has been made to present a detailed explanation
of the federal, state, or local tax treatment of the
Portfolios or its shareholders. Accordingly, shareholders
are urged to consult their tax advisers regarding specific
questions as to federal, state, and local taxes. State and
local tax consequences of an investment in the Portfolio
may differ from the federal income tax consequences
described

18
<PAGE> 54

below. Additional information concerning taxes is set forth
in the Statement of Additional Information.

Tax Status
of the Portfolio The Portfolio is treated as a
separate entity for federal
income tax purposes and is
not combined with the Trust's
other portfolios. The
Portfolio intends to continue
to qualify for the special
tax treatment afforded
regulated investment
companies ("RICs") under
Subchapter M of the Internal
Revenue Code of 1986, as
amended (the "Code"), so as to be relieved of federal
income tax on net investment income and net capital gains
(the excess of net long-term capital gain over net
short-term capital losses) distributed to shareholders.

Tax Status
of Distributions The Portfolio will distribute substantially all of its net
investment income (including net short-term capital gains)
and net capital gain to shareholders. Dividends from the
Portfolio's net investment income will be taxable to its
shareholders as ordinary income, whether received in cash
or in additional shares, to the extent of the Portfolio's
earnings and profits and do not qualify for the corporate
dividends-received deduction. Distributions of net capital
gains are taxable to shareholders as long-term capital
gains regardless of how long the shareholders have held
shares. The Portfolio will make annual reports to
shareholders of the federal income tax status of all
distributions. The Portfolio intends to make sufficient
distributions to avoid liability for the federal excise
tax applicable to RICs. Dividends declared by the
Portfolio in October, November or December of any year and
payable to

shareholders of record on a
date in such a month will be
deemed to have been paid by
the Portfolio and received by
the shareholders on December
31 of that year if paid by
the Portfolio at any time
during the following January.

Investment income
received by the Portfolio
from sources within foreign
countries may be subject to
foreign income taxes withheld
at the source. To the extent
that the Portfolio is liable
for foreign income taxes so
withheld, the Portfolio
intends to operate so as to meet the requirement of the
Code to pass through to the shareholders credit for
foreign income taxes paid. Although the Portfolio intends
to meet Code requirements to pass through credit for such
taxes, there can be no assurance that the Portfolio will
be able to do so.

(>)
TAXES

You must pay taxes on
the Portfolio's earnings
whether you take your
payments in cash or
additional shares.

(>)
DISTRIBUTIONS
The Portfolio
distributes income
dividends and capital
gains. Income dividends
represent the earnings
from the Portfolio's
investments; capital
gains distributions
occur when investments
in the Portfolio are
sold for more than the
original purchase price.

<PAGE> 55

Each sale, exchange, or redemption of the
Portfolio's shares is a taxable transaction to the
shareholder.

ADDITIONAL
INFORMATION ABOUT
DOING BUSINESS
WITH US

Business Days You may buy, sell or exchange shares on days on which the
New York Stock Exchange is open for business (a "Business
Day"). All purchase, exchange and redemption requests
received in "good order" will be effective as of the
Business Day received by the Transfer Agent as long as the
Transfer Agent receives the order and, in the case of a
purchase request, payment before 4:00 p.m. Eastern time.
Otherwise the purchase will be effective when payment is
received. Broker-dealers may have separate arrangements
with Class D shares of the Portfolio.

If an exchange request is for shares of a portfolio
whose net asset value is calculated as of a time earlier
than 4:00 p.m. Eastern time, the exchange request will not
be effective until the next Business Day. Anyone who
wishes to make an exchange must have received a current
prospectus of the portfolio into which the exchange is
being made before the exchange will be effected.

Minimum Investments The minimum initial investment in the Portfolio's Class D
shares is $1,000; however, the minimum investment may be
waived at the Distributor's discretion. All

subsequent purchases must be
at least $100 ($25 for
payroll deductions authorized

pursuant to preapproved
payroll deduction

plans). The Trust reserves
the right to reject a
purchase order when the
Distributor determines that
it is not in the best
interest of the Trust or its
shareholders to accept such
order. In addition, because
excessive trading (including
short-term "market timing"
trading) can hurt the
Portfolio's performance, the
Portfolio may refuse purchase
orders from any shareholder
account if the accountholder
has been advised that
previous purchase and
redemption transactions were
considered excessive in
number or amount.

Accounts under common control or ownership, including
those with the same taxpayer identification number
and those administered so as to redeem or purchase
shares based upon certain predetermined market
indicators, will be considered one account for this
purpose.

(>)
BUY, EXCHANGE AND
SELL REQUESTS ARE IN
"GOOD ORDER" WHEN:

- The account number and
portfolio name are
shown
- The amount of the
transaction is
specified in dollars
or shares
- Signatures of all
owners appear exactly
as they are registered
on the account
- Any required signature
guarantees (if
applicable) are
included
- Other supporting legal
documents (as
necessary) are present

20
<PAGE> 56

Maintaining a
Minimum Account
Balance
Due to the relatively high cost of handling small
investments, the Portfolio reserves the right to redeem,
at net asset value, the shares of any shareholder if,
because of redemptions of shares by or on behalf of the
shareholder, the account of such shareholder in the
Portfolio has a value of less than $1,000, the minimum
initial purchase amount. Accordingly, an investor
purchasing shares of the Portfolio in only the minimum
investment amount may be subject to such involuntary
redemption if he or she thereafter redeems any of these
shares. Before the Portfolio exercises its right to redeem
such shares and to send the proceeds to the shareholder,
the shareholder will be given notice that the value of the
shares in his or her account is less than the minimum
amount and will be allowed 60 days to make an additional
investment in the Portfolio in an amount that will
increase the value of the account to at least $1,000. See
"Purchase and Redemption of Shares" in the Statement of
Additional Information for examples of when the right of
redemption may be suspended.

At various times, the Portfolio may be requested to
redeem shares for which it has not yet received good
payment. In such circumstances, redemption proceeds will
be forwarded upon collection of payment for the shares;
collection of payment may take 10 or more days. The
Portfolio intends to pay cash for all shares redeemed, but
under abnormal conditions that make payment in cash
unwise, payment may be made wholly or partly in portfolio
securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage
costs in converting such securities to cash.

Net Asset Value An order to buy shares will be executed at a per share
price equal to the net asset value next determined after
the receipt of the purchase order by the Transfer Agent
plus any applicable sales charge (the "offering price").
No certificates representing shares will be issued. An
order to sell shares will be executed at the net asset
value per share next determined after receipt and
effectiveness of a request for redemption in good order.
Net asset value per share is determined daily as of the
close of business of the New York Stock Exchange
(currently, 4:00 p.m. Eastern time) on any Business Day.
Payment to shareholders for shares redeemed will be made
within 7 days after receipt by the Transfer Agent of the
redemption order.

How the
Net Asset Value
is Determined The net asset value per share of the Portfolio is
determined by dividing the total market value of its
investments and other assets, less any liabilities, by the
total number of outstanding shares of the Portfolio. The
Portfolio may use a pricing service to obtain the last
sale price of each equity or fixed income security held by
the Portfolio. In addition, portfolio securities are
valued at the last quoted sales price for such securities,
or, if there is no such reported sales price on the
valuation date, at the most recent quoted bid price.
Unlisted securities for which market quotations are
readily available are valued at the most recent quoted bid
price. Net asset value per share is determined daily as of
the close of business of the

21
<PAGE> 57

New York Stock Exchange (currently, 4:00 p.m. Eastern
time) on each Business Day. Purchases will be made in
full and fractional shares of the Portfolio calculated
to three decimal places. Although the methodology and
procedures for determining net asset value per share are
identical for both classes of the Portfolio, the net
asset value per share of one class may differ from that
of another class because of the different distribution
and/or shareholder servicing fees charged to each class
and the incremental transfer agent fees charged to
Class D shares.

Rights of In calculating the sales charge rates applicable to
Accumulation current purchases of the Portfolio's shares, a "single
purchaser" (defined below) is entitled to combine current
purchases with the current market value of previously
purchased shares of the Portfolio and Class D shares of
other portfolios ("Eligible Portfolios") which are sold
subject to a comparable sales charge.

The term "single purchaser" refers to (i) an
individual, (ii) an individual and spouse purchasing
shares of a Portfolio for their own account or for trust
or custodial accounts of their minor children, or (iii) a
fiduciary purchasing for any one trust, estate or
fiduciary account, including employee benefit plans
created under Sections 401 or 457 of the Code, including
related plans of the same employer. Furthermore, under
this provision, purchases by a single purchaser shall
include purchases by an individual for his/her own account
in combination with (i) purchases of that individual and
spouse for their joint accounts or for trust and custodial
accounts for their minor children and (ii) purchases of
that individual's spouse for his/her own account. To be
entitled to a reduced sales charge based upon shares
already owned, the investor must ask the Transfer Agent
for such reduction at the time of purchase and provide the
account number(s) of the investor, the investor and
spouse, and their children (under age 21). The Portfolio
may amend or terminate this right of accumulation at any
time as to subsequent purchases.

Letter of Intent By submitting a Letter of Intent (the "Letter") to the
Transfer Agent, a single purchaser may purchase shares of
the Portfolio and the other Eligible Portfolios during a
13-month period at the reduced sales charge rates applying
to the aggregate amount of the intended purchases stated
in the Letter. The Letter may apply to purchases made up
to 90 days before the date of the Letter. It is the
shareholder's responsibility to notify the Transfer Agent
at the time the Letter is submitted that there are prior
purchases that may apply.

Five percent (5%) of the total amount intended to
be purchased will be held in escrow by the Transfer Agent
until such purchase is completed within the 13-month
period. The 13-month period begins on the date of the
earliest purchase. If the intended investment is not
completed, SFM will surrender an appropriate number of the
escrowed shares for redemption in order to realize the
difference between the sales charge on the shares
purchased at the reduced rate and the sales charge
otherwise applicable to the total shares purchased. Such
purchasers may

22
<PAGE> 58

include the value of all their shares of the Portfolio
and of any of the other Eligible Portfolios in the
Trust towards the completion of such Letter.

Sales Charge Waivers No sales charge is imposed on shares of the Portfolio: (i)
issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Trust is a
party; (ii) sold to dealers or brokers that have a sales
agreement with the Distributor ("participating
broker-dealers"), for their own account or for retirement
plans for employees or sold to present employees of
dealers or brokers that certify to the Distributor at the
time of purchase that such purchase is for their own
account; (iii) sold to present employees of SEI or one of
its affiliates, or of any entity which is a current
service provider to the Trust; (iv) sold to tax-exempt
organizations enumerated in Section 501(c) of the Code or
qualified employee benefit plans created under Sections
401, 403(b)(7) or 457 of the Code (but not IRAs or SEPs);
(v) sold to fee-based clients of banks, financial planners
and investment advisers; (vi) sold to clients of trust
companies and bank trust departments; (vii) sold to
trustees and officers of the Trust; (viii) purchased with
proceeds from the recent redemption of Class D shares of
another Portfolio of the Trust or another class of shares
of a portfolio of the Trust, SEI Tax-Exempt Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, or
SEI Daily Income Trust; (ix) purchased with the proceeds
from the recent redemption of shares of a mutual fund with
similar investment objectives and policies (other than
Class D shares of the Trust listed in (viii) above) for
which a front-end sales charge was paid (this offer will
be extended, to cover shares on which a deferred sales
charge was paid, if permitted under regulatory
authorities' interpretation of applicable law); or (x)
sold to participants or members of certain affinity
groups, such as trade associations or membership
organizations, which have entered into arrangements with
the Distributor.

An investor relying upon any of the categories of
waivers of the sales charge must qualify such waiver in
advance of the purchase with the Distributor or the
financial institution or intermediary through which shares
are purchased by the investor.
The waiver of the sales charge under circumstances
(viii) and (ix) above applies only if the following
conditions are met: the purchase must be made within 60
days of the redemption; the Transfer Agent must be
notified in writing by the investor, or his or her agent,
at the time a purchase is made; and a copy of the
investor's account statement showing such redemption must
accompany such notice. The waiver policy with respect to
the purchase of shares through the use of proceeds from a
recent redemption as described in clauses (viii) and (ix)
above will not be continued indefinitely and may be
discontinued at any time without notice. Investors should
call the Distributor at 1-800-437-6016 to confirm
availability prior to initiating the procedures described
in clauses (viii) and (ix) above.

23
<PAGE> 59

Members of affinity groups such as trade
associations or membership organizations which have
entered into arrangements relating to waivers of sales
charges with the Distributor should contact the
Distributor at 1-800-437-6016 for more information.
The Distributor has also entered into arrangements
with certain affinity groups and broker dealers wherein
their members or clients are entitled to percentage-based
discounts from the otherwise applicable sales charge for
purchase of Class D shares. Currently, the
percentage-based discount is either 10% or 50%.

Signature Guarantees The Transfer Agent may require that the signatures on the
written request be guaranteed. You should be able to
obtain a signature guarantee from a bank, broker, dealer,
certain credit unions, securities exchange or association,
clearing agency or savings association. Notaries public
cannot guarantee signatures. The signature guarantee
requirement will be waived if all of the following
conditions apply: (1) the redemption is for not more than
$5,000 worth of shares, (2) the redemption check is
payable to the shareholder(s) of record, and (3) the
redemption check is mailed to the shareholder(s) at his or
her address of record. The Trust and the Transfer Agent
reserve the right to amend these requirements without
notice.

Telephone/Wire
Instructions Redemption orders may be placed by telephone. Neither the
Trust nor the Transfer Agent will be responsible for any
loss, liability, cost or expense for acting upon wire
instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and the
Trust's Transfer Agent will each employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of
personal identification prior to acting upon instructions
received by telephone and recording telephone
instructions. The Trust or the Trust's Transfer Agent may
be liable for losses resulting from fraudulent or
unauthorized instructions if it does not employ these
procedures. If market conditions are extraordinarily
active, or other extraordinary circumstances exist, and
you experience difficulties placing redemption orders by
telephone, you may wish to consider placing your order by
other means.

Systematic
Withdrawal Plan
("SWP") Please note that if withdrawals exceed income dividends,
your invested principal in the account will be depleted.
Thus, depending upon the frequency and amounts of the
withdrawal payments and/or any fluctuations in the net
asset value per share, your original investment could be
exhausted entirely. To participate in the SWP, you must
have your dividends automatically reinvested. You may
change or cancel the SWP at any time, upon written notice
to the Transfer Agent.

How to Close your
Account An account may be closed by providing written notice to
the Transfer Agent. You may also close your account by
telephone if you have previously elected telephone options
on your account application.

24
<PAGE> 60

GENERAL INFORMATION

The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated June 30, 1988. The
Declaration of Trust permits the Trust to offer separate
portfolios of shares and different classes of each
portfolio. Shareholders may purchase shares in the
International Equity Portfolio through two separate
classes: Class A and Class D, which provide for variations
in distribution, shareholder servicing and transfer agent
costs, voting rights, dividends, and the imposition of a
sales charge on Class D Shares. This Prospectus offers the
Class D shares of the Trust's International Equity
Portfolio. Additional information pertaining to the Trust
may be obtained by writing to SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, or by calling 1-800-437-6016. All
consideration received by the Trust for shares of any
Portfolio and all assets of such portfolio belong to that
portfolio and would be subject to liabilities related
thereto.

The Trust pays its expenses, including 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, including litigation
and other extraordinary expenses, brokerage costs,
interest charges, taxes and organization expenses.

Certain shareholders of the Portfolio may obtain
asset allocation services from the Adviser and other
financial intermediaries with respect to their investments
in the Portfolio. If a sufficient amount of the
Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs
and a higher portfolio turnover rate than would otherwise
be anticipated as a result of redemptions and purchases of
Portfolio shares pursuant to such services.

Further, to the extent that the Adviser is
providing asset allocation services and providing
investment advice to the Portfolio, it may face conflicts
of interest in fulfilling its responsibilities because of
the possible differences between the interests of its
asset allocation clients and the interest of the
Portfolio.

Trustees of the Trust The management and affairs of the Trust are supervised by
the Trustees under the laws of the Commonwealth of
Massachusetts. The Trustees have approved contracts under
which, as described above, certain companies provide
essential management services to the Trust.

Voting Rights Each share held entitles the shareholder of record to one
vote. Each portfolio of the Trust will vote separately on
matters relating solely to that portfolio. Shareholders of
each class will vote separately on matters pertaining to
its 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

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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
shareholders requesting the meeting.

Reporting The Trust issues unaudited financial statements
semiannually and audited financial statements annually.
The Trust furnishes proxy statements and other reports to
shareholders of record.

Shareholder Inquiries Shareholder inquires should be directed to the Transfer
Agent, DST Systems, Inc., P.O. Box 419240, Kansas City,
Missouri 64141-6240.

Dividends Substantially all of the net investment income (exclusive
of capital gains) of the Portfolio is periodically
declared and paid as a dividend. Currently, capital gains,
if any, are distributed at least annually.
Shareholders automatically receive all income
dividends and capital gain distributions in additional
shares at the net asset value next determined following
the record date, unless the shareholder has elected to
take such payment in cash. Shareholders may change their
election by providing written notice to SFM at least 15
days prior to the distribution.

Dividends and capital gains of the Portfolio are
paid on a per-share basis. The value of each share will be
reduced by the amount of any such payment. If shares are
purchased shortly before the record date for dividend or
capital gains distributions, a shareholder will pay the
full price for the shares and receive some portion of the
price back as a taxable dividend or distribution.

The dividends on Class D shares will normally be
lower than on Class A shares of the Portfolio because of
the additional distribution and transfer agent expenses
charged to Class D shares.

Counsel and Independent
Accountants
Morgan, Lewis & Bockius LLP serves as counsel to the
Trust. Price Waterhouse LLP serves as the independent
accountants of the Trust.

Custodian
and Wire Agent State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, serves as Custodian for the
assets of International Equity Portfolio (the
"Custodian"). The Custodian holds cash, securities and
other assets of the Trust as required by the 1940 Act.
CoreStates Bank, N.A., Broad and Chestnut Streets, P.O.
Box 7618, Philadelphia, Pennsylvania 19101, acts as wire
agent of the Trust's assets.

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DESCRIPTION
OF PERMITTED
INVESTMENTS
AND RISK FACTORS

The following is a description of certain of the permitted
investment practices for the Portfolio, and the associated
risk factors:

American Depositary
Receipts ("ADRs"),
Continental Depositary
Receipts ("CDRs"),
European Depositary
Receipts ("EDRs") and
Global Depositary
Receipts
("GDRs") ADRs are securities, typically issued by a U.S. financial
institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by
a foreign issuer and deposited with the depositary. ADRs
include American Depositary Shares and New York Shares.
EDRs, which are sometimes referred to as Continental
Depositary Receipts ("CDRs"), are securities, typically
issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities
issued by either a U.S. or foreign issuer. GDRs are issued
globally and evidence similar ownership management.
Generally, ADRs are designed for trading in the U.S.
securities market, EDRs are designed for trading in
European securities markets and GDRs are designed for
trading in non-U.S. securities markets. ADRs, EDRs, CDRs
and GDRs may be available for investment through
"sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the
security underlying the receipt and a depositary, whereas
an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's
underlying security. Holders of an unsponsored depositary
receipt generally bear all the costs of the unsponsored
facility. The depositary of an unsponsored facility
frequently is under no obligation to distribute
shareholder communications received from the issuer of the
deposited security or to pass through to the holders of
the receipts voting rights with respect to the deposited
securities.

Equity Securities Equity securities represent ownership interests in a
company or corporation and consist of common stock,
preferred stock and warrants and other rights to acquire
such instruments. Changes in the value of Portfolio
securities will not necessarily affect cash income derived
from these securities, but will affect a Portfolio's net
asset value.

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Fixed Income Securities
Fixed income securities are debt obligations issued by
corporations, municipalities and other borrowers. The
market value of fixed income investments will generally
change in response to interest rate changes and other
factors. During periods of falling interest rates, the
values of outstanding fixed income securities generally
rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Moreover,
while securities with longer maturities tend to produce
higher yields, the prices of longer maturity securities
are also subject to greater market fluctuations as a
result of changes in interest rates. Changes by recognized
agencies in the rating of any fixed income security and in
the ability of an issuer to make payments of interest and
principal will also affect the value of these investments.
Changes in the value of portfolio securities will not
affect cash income derived from these securities, but will
affect a Portfolio's net asset value.

Forward Foreign
Currency
Contracts A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, agreed
upon by the parties, at a price set at the time of the
contract. A Portfolio may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other
appropriate currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.

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 Portfolio may use
futures contracts and related options for bona fide
hedging purposes, to offset changes in the value of
securities held or expected to be acquired or be disposed
of, to minimize fluctuations in foreign currencies, or to
gain exposure to a particular market or instrument. A
Portfolio 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.
In addition, a Portfolio will only sell covered futures
contracts and options on futures contracts.

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<PAGE> 64

close of trading of the contract and the price at which
the futures contract is originally struck. No physical
delivery of the stocks comprising the Index is made;
generally contracts are closed out prior to the
expiration date of the contract.
No price is paid upon entering into futures
contracts. Instead, a Portfolio would be required to
deposit an amount of cash or U.S. Treasury securities
known as "initial margin." Subsequent payments, called
"variation margin," to and from the broker, would be made
on a daily basis as the value of the futures position
varies (a process known as "marking to market"). The
margin is in the nature of a performance bond or
good-faith deposit on a futures contract.

Illiquid Securities Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price
at which they are being carried on the Portfolio's books.
Illiquid securities include demand instruments with demand
notice periods exceeding seven days, securities for which
there is no secondary market, and repurchase agreements
with durations over seven days in length.

29
<PAGE> 65

Investment Companies Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other
investment companies may be the most practical or only
manner in which an international and global fund can
invest in the securities markets of those countries. A
Portfolio does not intend to invest in other investment
companies unless, in the judgment of its advisers, the
potential benefits of such investments exceed the
associated costs relative to the benefits and costs
associated with direct investments in the underlying
securities.
Investments in closed-end investment companies may
involve the payment of substantial premiums above the net
asset value of such issuer's portfolio securities, and are
subject to limitations under the 1940 Act. A Portfolio may
also incur tax liability to the extent it invests in the
stock of a foreign issuer that constitutes a "passive
foreign investment company."
As a shareholder in an investment company, a
Portfolio would bear its ratable share of that investment
company's expenses, including its advisory and
administration fees. In accordance with applicable state
regulatory provisions, the advisers have agreed to waive
its management fee with respect to the portion of this
Portfolio's assets invested in shares of other open-ended
investment companies. The Portfolio continues to pay its
own management fees and other expenses with respect to
their investments in shares of closed-end investment
companies.

Money Market
Instruments Money market securities are high-quality,
dollar-denominated, short-term debt instruments. They
consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S.
banks and U.S. branches of foreign banks; (ii) U.S.
Treasury obligations and obligations of agencies and
instrumentalities of the U.S. Government; (iii)
high-quality commercial paper issued by U.S. and foreign
corporations; (iv) debt obligations with a maturity of one
year or less issued by corporations that issue
high-quality commercial paper and (v) repurchase
agreements involving any of the foregoing obligations
entered into with highly-rated banks and broker-dealers.

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

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<PAGE> 66

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.
The initial purchase (sale) of an option contract is an
"opening transaction." In order to close out an option
position, a Portfolio 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.
A Portfolio may purchase put and call options 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 Portfolio may
seek to purchase in the future. A Portfolio purchasing put
and call options pays a premium therefor. If price
movements in the underlying securities are such that
exercise of the options would not be profitable for the
Portfolio, loss of the premium paid may be offset by an
increase in the value of the Portfolio's securities or by
a decrease in the cost of acquisition of securities by the
Portfolio.

A Portfolio may purchase and write options on an
exchange or over-the-counter. Over-the-counter options
("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with
dealers and not with a clearing corporation, and therefore
entail the risk of non-performance by the dealer. OTC
options are available for a greater variety of securities
and for a wider range of expiration dates and exercise
prices than are available for exchange-traded options.
Because OTC options are not traded on an exchange, pricing
is done normally by reference to information from a market
maker. It is the position of the SEC that OTC options are
generally illiquid.
A Portfolio 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 Portfolio will be "covered," which
means that the Portfolio will own an equal amount of the
underlying foreign currency. With respect to put options
on foreign

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<PAGE> 67

currency written by a Portfolio, the Portfolio will
establish a segregated account with its custodian
consisting of cash or liquid, high grade debt
securities in an amount equal to the amount the
Portfolio would be required to pay upon exercise of the
put.

Repurchase Agreements Repurchase agreements are agreements by which a Portfolio
obtains a security and simultaneously commits to return
the security to the seller at an agreed upon price
(including principal and interest) on an agreed upon date.
The Portfolio will have actual or constructive possession
of the security as collateral for the repurchase
agreement. Collateral must be maintained at a value at
least equal to 102% of the purchase price. The Portfolio
bears a risk of loss in the event the other party defaults
on its obligations and the Portfolio is delayed or
prevented from exercising its right to dispose of the
collateral or if the Portfolio realizes a loss on the sale
of the collateral. The advisers will enter into repurchase
agreements on behalf of a

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<PAGE> 68

Portfolio only with financial institutions deemed to
present minimal risk of bankruptcy during the term of
the agreement based on established guidelines.
Repurchase agreements are considered loans under the
1940 Act.

In a typical cap or floor agreement, one party
agrees to make payments only under specified
circumstances, usually in return for payment of a fee by
the other party.

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<PAGE> 69

U.S. Government Agency
Securities Obligations issued or guaranteed by agencies of the U.S.
Government, including, among others, the Federal Farm
Credit Bank, the Federal Housing Administration and the
Small Business Administration and obligations issued or
guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage
Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the
full faith and credit of the U.S. Treasury (e.g.,
Government National Mortgage Association securities), and
others are supported by the right of the issuer to borrow
from the Treasury (e.g., Federal Farm Credit Bank
securities), while still others are supported only by the
credit of the instrumentality (e.g., Federal National
Mortgage Association securities). Guarantees of principal
by agencies or instrumentalities of the United States
Government may be a guarantee of payment at the maturity
of the obligation so that in the event of a default prior
to maturity there might not be a market and thus no means
of realizing on the obligation prior to maturity.
Guarantees as to the timely payment of principal and
interest do not extend to the value or yield of these
securities nor to the value of the Portfolio's shares.

U.S. Treasury
Obligations U.S. Treasury obligations consist of bills, notes and
bonds issued by the U.S. Treasury, as well as separately
traded interest and principal component parts of such
obligations, known as Separately Traded Registered
Interest and Principal Securities ("STRIPS") that are
transferable through the Federal book-entry system.

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

When-Issued and Delayed
Delivery Securities When-issued or delayed delivery transactions involve the
purchase of an instrument with payment and delivery taking
place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the
purchase commitment. A Portfolio will maintain with its
Custodian a separate account with liquid, high grade debt
securities or cash in an amount at least equal to these
commitments. The interest rate realized on these
securities is fixed as of the purchase date and, no
interest accrues to a Portfolio before settlement. These

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<PAGE> 70

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 Portfolio generally purchases securities on a when-
issued or forward commitment basis with the intention
of actually acquiring securities, a Portfolio may
dispose of a when-issued security or forward commitment
prior to settlement if the Adviser deems it appropriate
to do so. When investing in when-issued securities, a
Portfolio will not accrue income until delivery of the
securities and will invest in such securities only for
purposes of actually acquiring the securities and not
for purposes of leveraging.

Additional information on other permitted
investments can be found in the Statement of Additional
Information.

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[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE> 72

SEI INTERNATIONAL TRUST

MANAGER AND SHAREHOLDER SERVICING AGENT:
SEI FINANCIAL MANAGEMENT CORPORATION

DISTRIBUTOR:
SEI FINANCIAL SERVICES COMPANY

INVESTMENT ADVISERS AND SUB-ADVISERS:
SEI FINANCIAL MANAGEMENT CORPORATION
ACADIAN ASSET MANAGEMENT, INC.
MONTGOMERY ASSET MANAGEMENT, L.P.
MORGAN GRENFELL INVESTMENT SERVICES LIMITED
SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED
STRATEGIC FIXED INCOME L.P.

This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended
to provide additional information regarding the activities and operations of
SEI International Trust (the "Trust"), and should be read in conjunction with
the Trust's Prospectuses dated June 28, 1996. Prospectuses may be obtained
without charge by writing the Trust's distributor, SEI Financial Services
Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by
calling 1-800-342-5734.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Description of Permitted Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Description of Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Non-Fundamental Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
The Manager and Shareholder Servicing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
The Advisers and Sub-Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Trustees and Officers of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-12
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14
Purchase and Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Shareholder Services (Class D shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Description of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Limitation of Trustees' Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Shareholder Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Control Persons and Principal Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
</TABLE>

June 28, 1996

SEI-F-046-11

<PAGE> 73

THE TRUST

SEI International Trust (the "Trust") is an open-end management investment
company established as a Massachusetts business trust pursuant to a Declaration
of Trust dated June 30, 1988, and which has diversified and non-diversified
portfolios. The Declaration of Trust permits the Trust to offer separate
series ("portfolios") of units of beneficial interest ("shares") and separate
classes of portfolios. Except for differences between a Portfolio's Class A
shares and Class D shares pertaining to distribution and shareholder servicing
plans, voting rights, dividends and transfer agent expenses, each share of each
portfolio represents an equal proportionate interest in that portfolio with
each other share of that portfolio.

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

DESCRIPTION OF PERMITTED INVESTMENTS

BANK OBLIGATIONS of United States commercial banks or savings and loan
institutions which the Portfolios may buy include certificates of deposit, time
deposits and bankers' acceptances. A time deposit is an account containing a
currency balance pledged to remain at a particular bank for a specified period
in return for payment of interest. A bankers' acceptance is a bill of exchange
guaranteed by a bank or trust company for payment within one to six months.
Bankers' acceptances are used to provide manufacturers and exporters with
capital to operate between the time of manufacture or export and payment by the
purchaser. Bank obligations are permitted investments for the Portfolios.

COMMERCIAL PAPER which the Portfolios may purchase includes variable amount
master demand notes, which may or may not be backed by bank letters of credit.
These notes permit the investment of fluctuating amounts at varying market
rates of interest pursuant to direct arrangements between a Portfolio, as
lender, and the borrower. Such notes provide that the interest rate on the
amount outstanding varies on a daily, weekly or monthly basis depending upon a
stated short-term interest rate index. There is no secondary market for the
notes.

FORWARD FOREIGN CURRENCY CONTRACTS involve an obligation to purchase or sell a
specified currency at a future date at a price set at the time of the contract.
Forward currency contracts do not eliminate fluctuations in the values of
portfolio securities but rather allow a Portfolio to establish a rate of
exchange for a future point in time.

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

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

S-2

<PAGE> 74

INVESTMENT COMPANY SHARES that are purchased by a Portfolio shall be limited to
shares of money market open-end investment companies and the Adviser will waive
its fee on that portion of the assets placed in such money market open-end
investment companies.

OBLIGATIONS OF SUPRANATIONAL AGENCIES may be purchased by the Portfolios.
Currently the Portfolios intend to invest only in obligations issued or
guaranteed by the Asian Development Bank, Inter-American Development Bank,
International Bank for Reconstruction and Development (World Bank), African
Development Bank, European Coal and Steel Community, European Economic
Community, European Investment Bank and the Nordic Investment Bank.

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

SWAPS, CAPS, FLOORS AND COLLARS - In a typical cap or floor agreement, one
party agrees to make payments only under specified circumstances, usually in
return for payment of a fee by the other party. For example, the buyer of an
interest rate cap obtains the right to receive payments to the extent that a
specific interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest rate
collar combines elements of buying a cap and selling a floor.

Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risk assumed. As a
result, swaps can be highly volatile and have a considerable impact on a
Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. A Portfolio may also suffer
losses if it is unable to terminate outstanding swap agreements or reduce its
exposure through offsetting transactions. Any obligation a Portfolio may have
under these types of arrangements will covered by setting aside liquid, high
grade securities in a segregated account. A Portfolio will enter into swaps
only with counterparties believed to be creditworthy.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS
Commercial paper rated A by Standard and Poor's Corporation ("S&P") is regarded
by S&P as having the greatest capacity for timely payment. Issues rated A are
further refined by use of the numbers 1+, 1 and 2, to indicate the relative
degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of
credit protection. Those rated A-1, the highest rating category, reflect a
"very strong" degree of safety regarding timely payment. Those rated A-2, the
second highest rating category, reflect a "satisfactory" degree of safety
regarding timely payment.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investor's Service,
Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and
"strong" quality, respectively, on the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as
having the strongest degree of assurance for timely payment. The

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rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating
assigned by Fitch which reflects an assurance of timely payment only slightly
less in degree than the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff and
Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high
certainty of timely payment with excellent liquidity factors which are
supported by ample asset protection. Risk factors are minor. Paper rated Duff-2
is regarded as having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals. Risk factors are
small.

The designation A1, the highest rating category established by IBCA Limited
("IBCA"), indicates that the obligation is supported by a very strong capacity
for timely repayment. Those obligations rated A1+ are supported by the highest
capacity for timely repayment are supported by a strong capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.

The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high
likelihood that principal and interest will be paid on a timely basis.

DESCRIPTION OF MUNICIPAL NOTE RATINGS
Moody's highest rating for state and municipal and other short-term notes is
MIG-1 and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of
the best quality. They have strong protection from established cash flows of
funds for their servicing or from established and broad-based access to the
market for refinancing or both. Short-term municipal securities rated MIG-2 or
VMIG-2 are of high quality. Margins of protection are ample although not so
large as in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a note
rating. Notes maturing beyond 3 years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

- Amortization schedule (the larger the final maturity relative to
other maturities, the more likely it will be treated as a note).
- Source of Payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note).

S&P note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given
a plus(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

DESCRIPTION OF CORPORATE BOND RATINGS

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree. Debt rated A has a strong capacity
to pay interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories. Debt rated BBB is regarded as having an
adequate capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories. Debt rated BB and B is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of

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speculation and C the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions. Debt
rated BB has less near-term vulnerability to default than other speculative
grade debt. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions that could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating. Debt rate B has greater
vulnerability to default but presently has the capacity to meet interest
payments and principal repayments. Adverse business, financial, or economic
conditions would likely impair capacity or willingness to pay interest and
repay principal. The B rating category also is used for debt subordinated to
senior debt that is assigned an actual or implied BB or BB- rating.

Bonds which are rated Aaa by Moody's are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities. Bonds which
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Bonds which are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. Bonds which are rated Ba are
judged to have speculative elements; their future cannot be considered as
well-assured. Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Moody's bond ratings, where specified, are applied to senior bank obligations
and insurance company senior policyholder and claims obligations with an
original maturity in excess of one year. Obligations relying upon support
mechanisms such as letters-of-credit and bonds of indemnity are excluded unless
explicitly rated.

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating
on a bank's ability to repay senior obligations extends only to branches
located in countries which carry a Moody's sovereign rating. Such branch
obligations are rated at the lower of the bank's rating or Moody's sovereign
rating for the bank deposits for the country in which the branch is located.

When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings
do not incorporate an opinion as to whether payment of the obligation will be
affected by the actions of the government controlling the currency of
denomination. In addition, risk associated with bilateral conflicts between an
investor's home country and either the issuer's home country or the country
where an issuer branch is located are not incorporated into Moody's ratings.

Moody's makes no representation that rated bank obligations or insurance
company obligations are exempt from registration under the U.S. Securities Act
of 1933 or issued in conformity with any other applicable law or

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regulation. Nor does Moody's represent that any specific bank or insurance
company obligation is legally enforceable or is a valid senior obligation of a
rated issuer.

Moody's ratings are opinions, not recommendations to buy or sell, and their
accuracy is not guaranteed. A rating should be weighed solely as one factor in
an investment decision and you should make your own study and evaluation of any
issuer whose securities or debt obligations you consider buying or selling.

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings several times
or many times interest requirements, with such stability of applicable earnings
that safety is beyond reasonable question whatever changes occur in conditions.
Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond
question and are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The issue may be
the obligation of a small company, strongly secured but influenced as to rating
by the lesser financial power of the enterprise and more local type market.

Bonds rated A are considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

Bonds rated BBB are considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings. Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements. Bonds
rated B are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with
negligible risk factors; only slightly more than U.S. Treasury debt. Bonds
rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with
strong protection factors. Risk is modest but may vary slightly from time to
time because of economic conditions. Bonds rated BBB+, BBB, or BBB- are
considered below average protection factors but still considered sufficient for
prudent investment. Considerable BBB variability in risk during economic
cycles.

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

Bonds rated B+, B or B- are considered below investment grade and possessing
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a
very low expectation of investment risk are rated AA by IBCA. Capacity for
timely repayment of principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase investment risk albeit
not very significantly. Bonds rated A are obligations for which there is a low
expectation of investment risk. Capacity

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for timely repayment of principal and interest is strong, although adverse
changes in business, economic or financial conditions may lead to increased
investment risk.

Bonds rated BBB are obligations for which there is currently a low expectation
of investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial
conditions are more likely to lead to increased investment risk than for
obligations in other categories. Bonds rated BB are obligations for which
there is a possibility of investment risk developing. Capacity for timely
repayment of principal and interest exists, but is susceptible over time to
adverse changes in business, economic or financial conditions. Bonds rated B
are obligations for which investment risk exists. Timely repayment of
principal and interest is not sufficiently protected against adverse changes in
business, economic or financial conditions.

Bonds rated AAA by Thomson BankWatch indicate that the ability to repay
principal and interest on a timely basis is very high. Bonds rated AA indicate
a superior ability to repay principal and interest on a timely basis, with
limited incremental risk compared to issues rated in the highest category.
Bonds rated A indicate the ability to repay principal and interest is strong.
Issues rated A could be more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.

Bonds rated BBB indicate an acceptable capacity to repay principal and
interest. Issues rated "BBB" are, however, more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.

While not investment grade, the BB rating suggests that the likelihood of
default is considerably less than for lower-rated issues. However, there are
significant uncertainties that could affect the ability to adequately service
debt obligations. Issues rated B show a higher degree of uncertainty and
therefore greater likelihood of default than higher-rated issues. Adverse
developments could well negatively affect the payment of interest and principal
on a timely basis.

INVESTMENT LIMITATIONS

The International Equity, Emerging Markets Equity and International Fixed
Income Portfolios may not:

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

2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Portfolio 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.

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

4. Issue senior securities (as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), except as permitted by rule,
regulation or order of the Securities and Exchange Commission ("SEC").

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

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

NON-FUNDAMENTAL POLICIES

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

The International Equity, Emerging Markets Equity and International Fixed
Income Portfolios may not:

1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Portfolio'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
Portfolio may (i) obtain short-term credits as necessary for the
clearance of security transactions, (ii) provide initial and variation
margin payments in connection with transactions involving futures
contracts and options on such contracts, and (iii) make short sales
"against the box" or in compliance with the SEC's position regarding
the asset segregation requirements of Section 18 of the 1940 Act.

4. Purchase securities which must be registered under the 1933 Act, as
amended, before they may be sold to the public, if, in the aggregate,
more than 15% of its total assets would be invested in such restricted
securities. Securities exempted from registration upon resale by Rule
144A under the 1933 Act are not deemed to be restricted securities for
purposes of this limitation.

5. Purchase illiquid securities, i.e., securities that cannot be disposed
of for their approximate carrying value in seven days or less (which
term includes repurchase agreements and time deposits maturing in more
than seven days) if, in the aggregate, more than 15% of its total
assets would be invested in illiquid securities. Notwithstanding the
foregoing, securities eligible to be re-sold under Rule 144A of the
1933 Act may be treated as liquid securities under procedures adopted
by the Board of Trustees.

6. Invest its assets in securities of any investment company, except (i)
by purchase in the open market involving only customary brokers'
commissions, (ii) in connection with mergers, acquisitions of assets,
or consolidations, or (iii) as otherwise permitted by the 1940 Act.

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

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

ADDITIONAL RESTRICTIONS

The following are non-fundamental investment limitations that are currently
required by one or more states in which the Trust sells shares of the
Portfolios. These limitations are in addition to, and in some cases more

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restrictive than, the fundamental and non-fundamental investment limitations
listed above. A limitation may be changed or eliminated without shareholder
approval if the relevant state(s) changes or eliminates its policy regarding
such investment restriction. As long as a Portfolio's shares are registered
for sale in such states, it may not:

1. Invest more than 5% of its net assets in warrants; provided that of
this 5% no more than 2% will be in warrants that are not listed on the
New York Stock Exchange or the American Stock Exchange.

2. Invest in the securities of other investment companies except by
purchase in the open market where no commission or profit to a sponsor
or dealer results from the purchase other than the customary broker's
commission, or except when the purchase is part of a plan of merger,
consolidation, reorganization or acquisition.

3. Invest more than 10% of its total assets in illiquid securities,
including securities which are not readily marketable or are
restricted.

4. Make short sales, except for short sales "against the box."

THE MANAGER AND SHAREHOLDER SERVICING AGENT

The Management Agreement provides that the Manager shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Management Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Manager in the performance of its duties or from reckless disregard
of its duties and obligations thereunder.

The continuance of the Management Agreement must be specifically approved at
least annually (i) by the vote of a majority of the Trustees or by the vote of
a majority of the outstanding voting securities of the Portfolios, and (ii) by
the vote of a majority of the Trustees of the Trust who are not parties to the
Management Agreement or an "interested person" (as that term is defined in the
1940 Act) of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement is terminable at
any time without penalty by the Trustees of the Trust, by a vote of a majority
of the outstanding shares of the Portfolios or by the Manager on not less than
30 days' nor more than 60 days' written notice. This Agreement shall not be
assignable by either party without the written consent of the other party.

The Manager, a wholly-owned subsidiary of SEI Corporation ("SEI"), was
organized as a Delaware corporation in 1969 and has its principal business
offices at 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. Alfred P.
West, Jr., Henry H. Greer and Carmen V. Romeo constitute the Board of Directors
of the Manager. Mr. West serves as the Chairman of the Board of Directors and
Chief Executive Officer of SEI. Mr. Greer serves as President and Chief
Operating Officer of the Manager and SEI. SEI and its subsidiaries are leading
providers of funds evaluation services, trust accounting systems, and brokerage
and information services to financial institutions, institutional investors and
money managers. The Manager also serves as manager to the following other
institutional mutual funds: The Achievement Funds Trust, The Advisors' Inner
Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc.,
CrestFunds, Inc., CUFUND, First American Funds, Inc., First American Investment
Funds, Inc., FMB Funds, Inc., Insurance Investment Products Trust, Inventor
Funds, Inc., Marquis Funds(R), Monitor Funds, Morgan Grenfell Investment Trust,
The PBHG Funds, Inc., The Pillar Funds, Rembrandt Funds(R), 1784 Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust,
Stepstone Funds, STI Classic Funds and STI Classic Variable Trust.

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<PAGE> 81

If operating expenses of any Portfolio exceed limitations established by
certain states, the Manager will pay such excess. The Manager will not be
required to bear expenses of any Portfolio to an extent which would result in
the Portfolio's inability to qualify as a regulated investment company under
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The
term "expenses" is defined in such laws or regulations, and generally excludes
brokerage commissions, distribution expenses, taxes, interest and extraordinary
expenses. For the fiscal years ended February 29, 1994, February 28, 1995, and
February 29, 1996, the Portfolios paid fees to the Manager as follows:

<TABLE>
<CAPTION>
=================================================================================================================
Fee Waivers and
Fees Paid(Reimbursed) (000) Reimbursements (000)
-------------------------------------------------------------
1994 1995 1996 1994 1995 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio $1,586 $2,653 $1,312 $471 $77 $119
- -----------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio * $ (9) $ (29) * $11 $230
- -----------------------------------------------------------------------------------------------------------------
International Fixed Income Portfolio $ 3 $ 122 $ 231 $ 40 $84 $140
=================================================================================================================
</TABLE>

*Not in operation during such period.

THE ADVISER AND SUB-ADVISERS

The Advisory Agreement and each Sub-Advisory Agreement provides that the
Adviser and each 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.

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

For the fiscal years ended February 28, 1994, February 28, 1995, and February
29, 1996, the Portfolios paid to the Advisers the following:

<TABLE>
<CAPTION>
=================================================================================================================
Portfolio Fees Paid (000) Fee Waivers (000)
--------- -------------------------------------------------------------
1994 1995 1996 1994 1995 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International Equity Portfolio $1,063 $1,516 $1,524 $0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio * $ 4 $ 297 * $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------
International Fixed Income Portfolio $ 17 $ 86 $ 155 $4 $17 $ 31
=================================================================================================================
</TABLE>

*Not in operation during such period.

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DISTRIBUTION

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

The Class D Plan provides that the Trust will pay a fee of up to .30% of the
average daily net assets of a Portfolio's Class D shares that the Distributor
can use to compensate broker-dealers and service providers, including SEI
Financial Services Company and its affiliates, which provide
distribution-related services to International Equity, Emerging Markets Equity
and International Fixed Income Portfolios Class D shares shareholders or their
customers who beneficially own Class D shares. The Class D Plan provides that,
if there are more than one series of Trust securities having a Class D class,
expenses incurred pursuant to the Class D Plan will be allocated among such
several series of the Trust on the basis of their relative net asset values,
unless otherwise determined by a majority of the Qualified Trustees. See
"Distribution" in the Class D Prospectus.

The distribution related services that may be provided under the Plan include
establishing and maintaining customer accounts and records; aggregating and
processing purchase and redemption requests from customers; and placing net
purchase and redemption orders with the Distributor; and automatically
investing customer account cash balances. Certain state securities laws may
require those financial institutions providing such distribution services to
register as dealers pursuant to state law.

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

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

For the fiscal year ended February 29, 1996, the Portfolios incurred the
following distribution expenses:

<TABLE>
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Total Dist. Amount
Expenses as Paid to 3rd
Total Dist. a % of net Parties by Sales Printing Other
Portfolio Class Expenses assets SFS for Expenses Costs Costs*
Distributor
Related
Services
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

S-11

<PAGE> 83

<TABLE>
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
International Equity Portfolio A $491,198 .15% $0 $491,198 $0 $0
---------------------------------------------------------------------------
D $ 10,813 .34% $0 $ 10,813 $0 $0
- -------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio A $ 26,155 .09% $0 $ 26,155 $0 $0
---------------------------------------------------------------------------
D N/A N/A N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------------
International Fixed Income Portfolio A $ 91,994 .15% $0 $ 91,994 $0 $0
---------------------------------------------------------------------------
D N/A N/A N/A N/A N/A N/A
=========================================================================================================================
</TABLE>

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

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and executive officers of the Trust, their respective dates of
birth and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and
executive officer is SEI Financial Management Corporation, 680 East Swedesford
Road, Wayne, PA 19087. Certain trustees and officers of the Trust also serve
as trustees and officers of some or all of the following: The Achievement
Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop
Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, First American Funds,
Inc., First American Investment Funds, Inc., FMB Funds, Inc., Insurance
Investment Products Trust, Inventor Funds, Inc., Marquis Funds(R), Monitor
Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar
Funds, Rembrandt Funds(R), 1784 Funds, SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds and STI
Classic Variable Trust, each of which is an open-end management investment
company managed by SEI Financial Management Corporation and, except for
Rembrandt Funds(R), distributed by SEI Financial Services Company.

ROBERT A. NESHER - Chairman of the Board of Trustees* - Date of Birth: 8/17/46.
Retired since 1994. Director, Executive Vice President of SEI Corporation -
1986-1994. Director and Executive Vice President of the Manager and Executive
Vice President of the Distributor since September 1981.

RICHARD F. BLANCHARD - Trustee** - Date of Birth: 1/21/20. P.O. Box 76,
Canfield Road, Convent Station, NJ 07961. Private Investor. Director of AEA
Investors Inc. (acquisition and investment firm) June 1981-86, Director of
Baker Hughes Corp. (oil service company) 1976-88. Director of Imperial Clevite
Industries (transportation equipment company) 1981-87. Executive Vice
President of American Express Company (financial services company), responsible
for the investment function, before June 1981.

WILLIAM M. DORAN - Trustee* - Date of Birth: 5/26/40. 2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP, counsel to the
Trust, Manager and Distributor. Director and Secretary of SEI and Secretary of
the Manager and Distributor.

F. WENDELL GOOCH - Trustee** - Date of Birth: 12/3/32. P.O. Box 190, Paoli, IN
47454. President, Orange County Publishing Co., Inc., since October 1981.
Publisher of the Paoli News and the Paoli Republican and Editor of the Paoli
Republican since January 1981. President, H & W Distribution, Inc. since July
1984. Trustee of STI Classified Funds.

S-12

<PAGE> 84

FRANK E. MORRIS - Trustee - Date of Birth: 12/30/23. 105 Walpole Street, Dover,
MA 02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988.

JAMES M. STOREY - Trustee** - Date of Birth: 4/12/31. Ten Post Office Square
South, Boston, Massachusetts 02109. Retired since 1993. Formerly Partner,
Dechert, Price & Rhoads (law firm).

DAVID G. LEE - President, Chief Executive Officer - Date of Birth: 4/16/52.
Senior Vice President of the Manager and Distributor since 1993. Vice
President of the Manager and Distributor, 1991-1993. President, GW Sierra
Trust Funds prior to 1991.

SANDRA K. ORLOW - Vice President, Assistant Secretary - Date of Birth:
10/18/53. Vice President and Assistant Secretary of the Manager and Distributor
since 1988.

KATHRYN L. STANTON - Vice President, Assistant Secretary - Date of Birth:
11/19/58. Vice President, Assistant Secretary of SEI Corporation, the Manager
and Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP (law firm),
1989-1994.

KEVIN P. ROBINS - Vice President, Assistant Secretary - Date of Birth:
4/15/61. Senior Vice President and General Counsel of SEI Corporation, the
Manager and Distributor since 1994. Vice President of SEI Corporation, the
Manager and Distributor 1992-1994. Associate, Morgan, Lewis & Bockius LLP (law
firm) prior to 1992.

JEFFREY A. COHEN - Controller, Chief Financial Officer - Date of Birth:
4/22/61. Vice President, Funds Accounting, SEI Corporation, 1991 to present.
Senior Accountant, Price Waterhouse, 1988 to 1991.

TODD CIPPERMAN - Vice President, Assistant Secretary - Date of Birth: 2/14/66.
Vice President and Assistant Secretary of SEI, the Administrator and the
Distributor since 1995. Associate, Dewey Ballantine (law firm) 1994-1995.
Associate, Winston & Strawn (law firm) 1991-1994.

JOSEPH M. LYDON - Vice President, Assistant Secretary - Date of Birth: 9/27/59.
Director of Business Administration of Fund Resources, SEI Corporation since
1995. Vice President of Fund Group and Vice President of Dreman Value
Management (investment adviser) and President of Dreman Financial Services,
Inc. prior to 1995.

RICHARD W. GRANT - Secretary - Date of Birth: 10/25/45. 2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP, counsel to the
Trust, Manager and Distributor.

======================================
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
persons" of the Trust as the term is defined in the 1940 Act.

**Messrs. Blanchard, Gooch, Morris and Storey serve as members of the Audit
Committee of the Trust.

The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for disinterested Trustees.
Compensation of officers and affiliated Trustees of the Trust is paid by the
Manager. For the fiscal year ended February 29, 1996, the Trust paid
approximately $58,085.48 in fees to the Trustees who are not "interested
persons" as defined in the 1940 Act.

S-13

<PAGE> 85

Compensation Table

<TABLE>
<CAPTION>
=============================================================================================================================
Name of Person, Aggregate Pension or Retirement Estimated Annual Total Compensation
Position Compensation From Benefits Accrues as Part Benefits Upon From Registrant and
Registrant for the FYE of Fund Expenses Retirement Fund Complex Paid to
February 29, 1996 Directors for the FYE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard Blanchard, $14,521.37 $0 $0 $90,000 for services of
Trustee 7 Boards
- -----------------------------------------------------------------------------------------------------------------------------
F. Wendell Gooch, $14,521.37 $0 $0 $90,000 for services of
Trustee 7 Boards
- -----------------------------------------------------------------------------------------------------------------------------
Frank Morris, Trustee $14,521.37 $0 $0 $90,000 for services of
7 Boards
- -----------------------------------------------------------------------------------------------------------------------------
James Storey, Trustee $14,521.37 $0 $0 $90,000 for services of
7 Boards
- -----------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher, $ 0 $0 $0 $90,000 for services of 7
Trustee* Boards
- -----------------------------------------------------------------------------------------------------------------------------
William M. Doran, $ 0 $0 $0 $90,000 for services of 7
Trustee* Boards
=============================================================================================================================
</TABLE>

* Trustees who are "interested persons" as defined in the 1940 Act.

PERFORMANCE

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

The total return of a Portfolio refers to the average compounded rate of return
to a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Portfolio 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)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.

Based on the foregoing, the average annual total return for the Portfolios from
inception through February 29, 1996 and for the one, five and ten year periods
ended February 29, 1996 were as follows:

<TABLE>
<CAPTION>
===================================================================================================
Portfolio Class Average Annual Total Return
----------------------------------------
One Year Five Ten Since
Year Year Inception
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International Equity Portfolio A 17.30% 6.26% * 30.90%
----------------------------------------------------------
D (with load) 10.97% * * 4.08%
----------------------------------------------------------
D (without load) 16.77% * * 9.58%
- ---------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio A 6.83% * * 9.72%
----------------------------------------------------------
D * * * *
- ---------------------------------------------------------------------------------------------------
</TABLE>

S-14

<PAGE> 86

<TABLE>
<CAPTION>
======================================================================================================
Portfolio Class Average Annual Total Return
--------------------------------------------
One Year Five Ten Since
Year Year Inception
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International Fixed Income Portfolio A 13.96% * * 27.51%
-----------------------------------------------------------
D * * * *
======================================================================================================
</TABLE>

*Not in operation during such period

From time to time, the Trust may advertise the yield of the International Fixed
Income Portfolio. The yield of the Portfolio refers to the annualized income
generated by an investment in the Portfolio over a specified 30-day period.
The yield is calculated by assuming that the income generated by the investment
during that period is generated for each like period over one year and is shown
as a percentage of the investment. In particular, yield will be calculated
according to the following formula: Yield = 2([(a-b)/cd + 1]6 - 1) where a =
dividends and interest earning during the period; b = expenses accrued for the
period (net of reimbursement); c = the current daily number of shares
outstanding during the period that were entitled to receive dividends; and d =
the maximum offering price per share on the last day of the period.

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

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

For the 30-day period ended February 29, 1996, the yield for the International
Fixed Income Portfolio was 4.19%.

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

PURCHASE AND REDEMPTION OF SHARES

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

It is currently the Trust's policy to pay for all redemptions in cash. The
Trust retains the right, however, to alter this policy to provide for
redemptions in whole or in part by a distribution in kind of securities held by
a Portfolio in lieu of cash. Shareholders may incur brokerage charges on the
sale of redemptions. However, a shareholder will at all times be entitled to
aggregate cash redemptions from a Portfolio of the Trust during any 90-day
period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash.

S-15

<PAGE> 87

A gain or loss for federal income tax purposes would be realized by a
shareholder subject to taxation upon an in-kind redemption depending upon the
shareholder's basis in the shares of the Portfolio redeemed.

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

REDUCTIONS IN SALES CHARGES

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

<TABLE>
<CAPTION>
Name of Percentage Date Offer Date Offer
Group Discount Starts Terminates
- ---------- ---------- ---------- ----------
<S> <C> <C> <C>
Countrywide 100% 07/27/94 09/19/94

Funding Corp. 50% 09/23/94 11/22/94

BHC Securities, Inc. 10% 12/29/94 N/A

First Security Investor 10% 12/29/94 N/A
Services, Inc.
</TABLE>

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

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

SHAREHOLDER SERVICES (CLASS D SHARES)

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

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

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

S-16

<PAGE> 88

surrender an appropriate number of the escrowed shares for redemption in order
to recover the difference between the sales charge imposed under the Letter of
Intent and the sales charge that would have otherwise been imposed.

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

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

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

A shareholder may exchange the shares of a Portfolio's Class D shares, for
which good payment has been received, in his or her account at any time,
regardless of how long he or she has held his or her shares.

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

S-17

<PAGE> 89

Class D shares of the International Equity Portfolio are offered only to
residents of states in which the shares are eligible for purchase.

TAXES

QUALIFICATION AS A RIC

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

In order to qualify for treatment as a regulated investment company ("RIC")
under the Code, a Portfolio must distribute annually to its shareholders at
least 90% of its investment company taxable income (generally, net investment
income, including net short-term capital gain) ("Distribution Requirement") and
must meet several additional requirements. Among these requirements are the
following: (i) at least 90% of a Portfolio'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 securities or foreign
currencies or other income (including gains from forward contracts) derived
with respect to its business of investing in securities or those currencies
("Income Requirement"); (ii) less than 30% of a Portfolio's gross income each
taxable year may be derived from the sale or other disposition of any of the
following that were held for less than three months: securities, options,
futures, or forward contracts, or foreign currencies (or options, futures, or
forward contracts thereon) that are not directly related to a Portfolio's
principal business of investing in securities ("Short-Short Limitation"); (iii)
at the close of each quarter of a Portfolio's taxable year, at least 50% of the
value of its total assets must be represented by cash and cash items, United
States Government securities, securities of other RICs and other securities,
with such other securities limited, in respect of any one issuer, to an amount
that does not exceed 5% of the value of a Portfolio's total assets and that
does not represent more than 10% of the outstanding voting securities of the
issuer; and (iv) at the close of each quarter of a Portfolio's taxable year,
not more than 25% of the value of its total assets may be invested in
securities (other than United States Government securities or the securities of
other RICs) of any one issuer or of two or more issuers which the Portfolio
controls and which are engaged in the same, similar, or related trades or
businesses.

The use of hedging strategies, such as entering into forward foreign currency
contracts, involves complex rules that will determine for income tax purposes
the character and timing of recognition of the income received in connection
therewith by the Portfolio. Income from foreign currencies, and income from
transactions in forward contracts that are directly related to a Portfolio's
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement. Income from the disposition
of foreign currencies, and forward foreign currency contracts on foreign
currencies, that are not directly related to a Portfolio's principal business
of investing in securities will be subject to the Short-Short Limitation if
they are held for less than three months and may by regulation be excluded from
qualifying income.

Notwithstanding the Distribution Requirement described above, which only
requires a Portfolio to distribute at least 90% of its annual investment
company taxable income and does not require any minimum distribution of net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), a Portfolio will be subject to a nondeductible 4% federal excise
tax to the extent it fails to distribute by the end of any calendar year 98% of
its ordinary income for that year and 98% of its capital gain net income (the
excess of short and long-term capital gains over short and long-term capital
losses) for the one-year period ending on October 31 of that year, plus certain
other amounts.

Any increase in value on a position that is part of a "designated hedge" will
be offset by any decrease in value (whether realized or not) of the offsetting
hedging position during the period of the hedge for purposes of determining
whether a Portfolio satisfies the Short-Short Limitation. Thus, only the net
gain (if any) from the designated hedge will be included in gross income for
purposes of that Limitation.

S-18

<PAGE> 90

If a Portfolio fails to qualify as a RIC for any year, all of its income will
be subject to tax at corporate rates, and its distributions (including capital
gains distributions) will be taxable as ordinary income dividends to its
shareholders, subject to the dividends received deduction for corporate
shareholders.

A gain or loss realized by a shareholder on the sale or exchange of shares of a
Portfolio held as a capital asset will be capital gain or loss, and such gain
or loss will be long-term if the holding period for the shares exceeds one
year, and otherwise will be short-term. Any loss realized on a sale or
exchange of shares of a Portfolio will be disallowed to the extent the shares
disposed of are replaced within the 61-day period beginning 30 days before and
ending 30 days after the shares are disposed of. Any loss realized by a
shareholder on the disposition of shares held six months or less is treated as
a long-term capital loss to the extent of any distributions of net long-term
capital gains received by the shareholder with respect to such shares or any
inclusion or undistributed capital gain with respect to such shares.

STATE TAXES

A Portfolio 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
Portfolio to shareholders and the ownership of shares may be subject to state
and local taxes. Shareholders should consult their tax advisors regarding the
state and local tax consequences of investments in a Portfolio.

FOREIGN TAXES

Dividends and interest received by a Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and United States
possessions that would reduce the yield on a Portfolio'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 Portfolio's total assets at the close of its taxable year
consists of securities of foreign corporations, a Portfolio will be eligible
to, and will, file an election with the Internal Revenue Service that will
enable shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and United States possessions income taxes
paid by a Portfolio. Pursuant to the election, a Portfolio 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 Portfolio makes the election, it will
report annually to its shareholders the respective amounts per share of the
Portfolio's income from sources within, and taxes paid to, foreign countries
and United States possessions.

PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser is responsible for placing orders to
execute Portfolio 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
generally seeks reasonably competitive spreads or commissions, the Trust will
not necessarily be paying the lowest spread or commission available. The Trust
will not purchase portfolio securities from any affiliated person acting as
principal except in conformity with the regulations of the SEC.

The Trust does not expect to use one particular dealer, but, subject to the
Trust's policy of seeking the best net results, dealers who provide
supplemental investment research to the Adviser or sub-advisers may receive
orders for transactions by the Trust. Information so received will be in
addition to and not in lieu of the services required to be performed by the
Adviser or sub-advisers under the Advisory Agreement and Sub-Advisory
Agreement, and the

S-19

<PAGE> 91

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

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

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

In addition, SFM has adopted a policy respecting the receipt of research and
related products and services in connection with transactions effected for
Portfolios operating within the "Manager of Managers" structure. Under this
policy, SFM and the various firms that serve as Sub-Advisers to certain
Portfolios of the Trust, in the exercise of joint investment discretion over
the assets of a Portfolio, will direct a substantial portion of a Portfolio's
brokerage to the Distributor in consideration of the Distributor's provision of
research and related products to SFM for use in performing its advisory
responsibilities. 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.

<TABLE>
<CAPTION>
====================================================================================================================
Total Brokerage Amount Paid to % Paid to Amount Paid to
Commission (000) Distributor(000) Distributor Affiliates (000)
---------------------------------------------------------------------------------------
1994 1995 1996 1994 1995 1996 1994 1995 1996 1994 1995 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
International Equity $783 $1,482 $1,604 $0 $0 $0 0% 0% 0% $49 $171 $577
Portfolio
- --------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity * $26 $487 * $0 $0 * 0% 0% * $0 $0
Portfolio
- --------------------------------------------------------------------------------------------------------------------
International Fixed $ 0 $ 0 $ 0 $0 $0 $0 0% 0% 0% * * $0
Income Portfolio
====================================================================================================================
</TABLE>

S-20

<PAGE> 92

*Not in operation during such period.

The principal reason for the increase in brokerage commissions paid by the
International Equity Portfolio in the last three fiscal years was the growth of
the assets in the International Equity Portfolio.

For the fiscal years ended February 28, 1994, February 28, 1995, and February
29, 1996, the following sales loads were charged to Class D shares:

<TABLE>
<CAPTION>
Dollar Amount of Load
Dollar Amount of Load(000) Retained by SFS(000)
--------------------------- ---------------------------
Portfolio 1994 1995 1996 1994 1995 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
International Equity Portfolio - Class D * $0 $0 * $0 $0
======================================================================================================================
</TABLE>

* Not in operation during the period.

For the fiscal year ended February 29, 1996,the following commissions were paid
on brokerage transactions pursuant to an agreement or understanding, to brokers
because of research services provided by the brokers:

<TABLE>
<CAPTION>
===================================================================================================================
Brokerage Commissions Total Amount of % of Directed Brokerage
for Research Transactions to Total Brokerage
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
International Equity $210,670 $219,268,833 .10%
Portfolio
- -------------------------------------------------------------------------------------------------------------------
Emerging markets Equity $ 9,061 $ 3,023,700 .30%
Portfolio
- -------------------------------------------------------------------------------------------------------------------
International Fund Income N/A N/A
Portfolio N/A
===================================================================================================================
</TABLE>

The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. As of February 29, 1996, the International
Equity Portfolio had entered into a repurchase agreement in the amount of
approximately $12,620,407 with J.P. Morgan Securities Inc. ("J.P. Securities"),
a wholly owned subsidiary of J.P. Morgan Co. Incorporated. J.P. Securities is
considered "regular brokers or dealers" of the Trust.

Since the Trust does not market its shares through intermediary brokers or
dealers, it is not the Trust's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place Portfolio 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.

It is expected that the portfolio turnover rate for each Portfolio will
normally not exceed 100% for a Portfolio. The portfolio turnover rate for the
International Equity Portfolio would exceed 100% if all of its securities,
exclusive of United States Government securities and other securities whose
maturities at the time of acquisition are one year or less, are replaced in the
period of one year. Turnover rates may vary from year to year and may be
affected by cash requirements for redemptions and by requirements which enable
the Portfolio to receive favorable tax treatment.

DESCRIPTION OF SHARES

S-21

<PAGE> 93

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

LIMITATION OF TRUSTEES' LIABILITY

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

VOTING

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

SHAREHOLDER LIABILITY

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

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of April 1, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or
more of the shares of the Portfolios. The Trust believes that most of the
shares referred to below were held by the below persons in accounts for their
fiduciary, agency or custodial customers.

INTERNATIONAL EQUITY PORTFOLIO- CLASS A: SEI Trust Company, Attn: Jacqueline
Esposito, 680 E. Swedesford Rd., Wayne, PA 19087, 56.64%.

EMERGING MARKETS EQUITY PORTFOLIO- CLASS A: Natural Fuel Gas Retirement Plan,
c/o Marine Midland Bank, Attn: Joseph M. Rizzuto, One Marine Midland Center,
17th floor, Buffalo, NY 14203, 8.31%; SEI Trust Company, Attn: Jacqueline
Esposito, 680 E. Swedesford Rd., Wayne, PA 19087, 71.24%.

INTERNATIONAL FIXED INCOME PORTFOLIO- CLASS A: SEI Trust Company, Attn:
Jacqueline Esposito, 680 E. Swedesford Rd., Wayne, PA 19087, 60.90%; Mutual
Fund Special Cust. Acct. for Excl Benefit of Customers of Montgomery
Securities, 600 Montgomery St., 4th Fl., San Francisco, CA 94111, 7.38%.

S-22

<PAGE> 94

EXPERTS

The financial statements included in this Statement of Additional Information
and the Financial Highlights included in the Prospectus have been audited by
Price Waterhouse LLP, independent accountants, as stated in their report
appearing herein, and are included in reliance upon the authority of said firm
as experts in auditing and accounting.

FINANCIAL STATEMENTS

Following are the audited financial statements for the fiscal year ended
February 29, 1996, including the financial highlights, appearing in the Trust's
1996 Annual Report to Shareholders, and the Report thereon of Price Waterhouse
LLP, independent accountants.

S-23
<PAGE> 95
REPORT OF INDEPENDENT ACCOUNTANTS
================================================================================

FEBRUARY 29, 1996

To the Shareholders and Board of Trustees
SEI International Trust

In our opinion, the accompanying statements of net assets and where applicable,
the schedule of investments and statement of assets and liabilities, and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
the International Equity, European Equity, Pacific Basin Equity, Emerging
Markets Equity and International Fixed Income Portfolios of SEI International
Trust (the "Fund") at February 29, 1996, the results of each of their
operations, the changes in each of their net assets and the financial highlights
for each of the respective periods presented, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at February 29, 1996 by
correspondence with the custodians and brokers and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Philadelphia, PA
April 10, 1996

2
<PAGE> 96
STATEMENT OF NET ASSETS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

INTERNATIONAL
EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
FOREIGN COMMON STOCKS -- 94.4%
AUSTRALIA -- 4.0%
Advance Bank Australia 304,200 $ 1,320
Australia & New Zealand Bank 494,627 2,430
Commonwealth Bank of
Australia 161,600 1,336
Foodland 100,600 377
Futuris 64,900 78
Incitec 70,800 333
National Australia Bank 313,872 3,009
Pacific Magazines & Print 55,500 138
Pioneer 704,100 2,087
Rothmans Holdings 78,500 360
Westpac Banking 516,207 2,437
--------
13,905
--------
AUSTRIA -- 0.1%
SCA Laakirchen 100 37
Vorarlberger Kraftwerke 600 183
--------
220
--------
BELGIUM -- 1.9%
Arbed 3,200 351
CMB 3,700 304
Cockerill Sambre 30,000 175
Electrabel 9,400 2,157
Gevaert 1,000 63
Glaverbel 1,400 162
Immobiliere de Belgique 700 51
Kredietbank 5,600 1,541
Solvay 1,500 885
Tractabel 3,000 1,232
--------
6,921
--------
CANADA -- 2.5%
Bank of Montreal 20,300 471
Bank of Nova Scotia 86,900 1,947
Canadian Imperial Bank 71,200 2,114
Canfor 10,600 99
Cascades 21,400 97
CCL Industries "B" 15,400 136
Celanese Canada 4,300 74
Dominion Textile 14,500 74
London Insurance 13,900 284
MacMillan Bloedel 29,300 374
Nova 50,800 449
Oshawa Group 20,300 338
Royal Bank of Canada 43,200 988
Slocan Forest Products 12,600 117
Stelco 37,000 158
Toronto Dominion 43,900 744
Total Petroleum 7,400 61
West Fraser Timber 7,000 154
--------
8,679
--------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
FINLAND -- 0.1%
Enso-Gutzeit "A" 47,600 $ 332
--------
FRANCE -- 10.0%
Accor 11,650 1,642
Alcatel Alsthom 26,400 2,343
Bollore Technologies 2,350 262
Bongrain 350 199
Canal Plus 7,200 1,285
Cap Gemini Sogeti 9,550 294
Casino 5,850 203
Christian Dior 16,450 1,979
CIC Union Europe 1,300 94
Colas 2,050 374
Credit Commerce France 29,900 1,424
Credit Lyonnais 12,200 598
Credit National 4,950 388
C.G.I.P. 1,800 447
De Dietrich et Compagnie 3,400 182
Devanlay 600 60
Ecco 2,450 500
Ecia 550 81
Eiffage 1,650 246
Elf Aquitaine 38,691 2,671
Elf Gabon 600 101
Eramet 1,550 112
Eridania Beghin Say 8,800 1,512
Financiere Poliet 3,750 370
Gaumont 4,700 343
La Rochette 8,450 58
Lafarge 31,515 2,169
Lagardere Groupe 14,250 382
Legris Industries 2,450 97
Manitou 800 103
Marine Wendel 4,650 369
Michelin "B" 16,200 726
Parisienne de Rees 2,000 171
Pernod Ricard 14,200 892
Peugeot 12,000 1,796
Pinault Printemps 7,600 1,802
Publicis 900 65
Saint Gobain 20,250 2,612
Saint Louis-Bouchon 1,100 349
Salomon 350 205
SAT 550 225
Scac Delmas Viel 521 81
SGE 4,500 105
Skis Rossingnol 700 240
Sommer Allibert 1,300 398
Thomson 35,050 899
Total Compaigne "B" 37,637 2,485
UIF 800 71
Union Assurances Federal 3,500 389
Usinor Sacilor* 32,250 504
Vallourec 6,200 267
--------
35,170
--------
</TABLE>

13
<PAGE> 97
STATEMENT OF NET ASSETS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

INTERNATIONAL
EQUITY PORTFOLIO--CONTINUED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
GERMANY -- 6.4%
Aachener & Muenchener 400 $ 172
Agiv 18,900 337
Andrea-Noris Zahn 1,050 304
Audi 143 55
BASF 11,600 2,912
Bayer 11,017 3,379
BHF Bank 9,550 266
Bremer Vulkan 12,800 194
Commerzbank 7,450 1,711
Continental 19,900 339
DBV Holding 1,000 319
Deutche Pfandrbrief &
Hypotheken Bank 5,350 207
Draegerwerk 350 63
Dyckerhoff 1,150 270
Dywidag 450 71
Escada 350 62
Franfurt Hypothekenbank
Centralboden 465 20
Heidelberger 700 457
Herlitz 1,000 139
Hoechst 7,350 2,321
Kabelmetall 1,150 102
Kaufhof 500 159
Kaufring 900 60
Kloeckner-Werke 3,850 136
Kolbenschmidt 800 109
Lehnkering 500 77
Man 2,000 569
Nuernberger BET 50 36
Praktiker Bau-Und Heimwerker 11,450 291
Preussag 4,900 1,457
Salamander 1,050 159
Varta 900 164
Veba 52,100 2,457
Viag 450 193
Villeroy and Boch 1,900 270
Volksfursorge 1,200 378
Volkswagen 4,950 1,887
--------
22,102
--------
HONG KONG -- 2.7%
Cathay Pacific Airways 884,000 1,618
Dickson Concepts 117,000 120
Hang Lung Development 234,000 437
Hong Kong Aircraft Engineering 44,800 131
Hong Kong Ferry 144,000 152
HSBC Holdings 253,200 4,061
Jardine International Motor 288,000 399
Kowloon Motor 213,600 363
Kumagai Gumi 467,400 429
Lai Sun Garment 318,000 387
Liu Chong Hing 84,000 97
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Peregrine Investment Holdings 222,000 $ 379
Top Glory 1,292,000 147
Union Bank Hong Kong 85,000 100
Wing Hang Bank 44,000 183
Wing Lung Bank 24,000 168
Yue Yuen 372,000 95
--------
9,266
--------
ITALY -- 1.1%
Banca Popolare Bergamo 22,100 362
Banca Popolare di Milano 53,800 249
Burgo (Cartiere) 10,700 58
Parmalat Finanziaria 387,800 361
SAI di Risp 67,700 295
Telecom Italia 1,268,300 1,748
Telecom Italia di Risp 241,700 270
Telecom Italia Mobile 22,700 42
Toro Assicurazioni 18,800 251
Unipol 12,700 61
--------
3,697
--------
JAPAN -- 35.0%
Aderans 15,000 281
Aichi Toyota Motor 35,000 503
Airport Facilities 61,000 484
Ariake Japan 7,000 260
Asahi Bank 141,000 1,652
Ashikaga Bank 77,000 466
Autobac Seven 4,600 370
Bank of Fukuoka 34,000 261
Canon 93,000 1,709
Chain Store Okuwa 19,000 268
Charle 21,000 300
Chiba Kogyo Bank 100 4
Chuba Electric Power 36,000 833
Chubu Nippon Broadcasting 14,600 327
Cosmo Oil 262,000 1,442
Dai Ichi Pharmaceutical 93,000 1,435
Dai Nippon Ink & Chemical 175,000 797
Dai Nippon Printing 129,000 2,224
Dai Tokyo Fire & Marine
Insurance 140,000 1,020
Daidoh 47,000 363
Dai-Ichi Kangyo Bank 169,000 3,171
Daiwa Bank 40,000 270
Daiwa Securities 177,000 2,495
Fuji Photo Film 83,000 2,356
Fujitsu 216,000 2,222
Fujitsu Kiden 28,000 368
General Sekiyu 46,000 442
Glory 17,000 560
Gunma Bank 136,000 1,451
Hachijuni Bank 52,000 555
Hanshin Electric Railway 81,000 339
</TABLE>

14
<PAGE> 98
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Heiwa 60,000 $ 1,446
Hirose Electric 8,000 453
Hitachi 317,000 3,200
Hitachi Transport System 66,000 666
Hokuriko Bank 67,000 381
Honda Motor 117,000 2,485
Ichiyoshi Securities 50,000 321
Inabata 59,000 423
Isetan 59,000 742
Itariyard 8,000 274
Japan Airport Terminal 38,000 463
Japan Maintenance 11,250 209
Kahma 8,400 146
Kansai Kosaido 19,000 275
Kansei 53,000 447
Kirin Brewery 192,000 2,231
Kokusai Securities 59,000 877
Komatsu Forklift 89,000 606
Kurogane Kosakusho 24,000 143
Kyocera 24,000 1,646
Kyushu Electric Power 64,300 1,482
Long Term Credit Bank 241,000 1,836
Mabuchi Motor 8,000 491
Mandom 17,000 240
Matsushita Electric 208,000 3,328
Meiko Shokai 11,000 402
Mitsubishi Bank 155,000 3,174
Mitsubishi Electric 245,000 1,797
Mitsubishi Oil 155,000 1,342
Mitsui Marine & Fire 214,000 1,559
Mitsui Trust & Banking 206,000 2,119
NAC 8,000 200
Nagaileben 8,000 283
Nagase 40,000 373
Nakabohtec Corrosion Protecting 27,000 327
NEC 75,000 893
New Family 24,000 215
Nichimen Infinity 13,000 254
Nihon Dempa Kogyo 12,000 238
Nikko Securities 200,000 2,267
Nintendo 9,700 656
Nippon Cable System 33,000 295
Nippon Credit Bank 284,000 1,109
Nippon Meat Packers 85,000 1,247
Nippon Oil 278,000 1,673
Nippon Yusoki 30,000 154
Nissan Fire & Marine Insurance 43,000 301
Nissan Motors 115,000 892
Nittetsu Mining 65,000 619
Nittetsu Shoji 50,000 160
Okinawa Electric Power 13,000 370
Paris Miki 6,800 230
Pioneer Electronics 84,000 1,688
RKB Mainichi Broadcasting 20,000 162
Rohm 22,000 1,309
Sakura Bank 228,000 2,475
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Sanawa Shutter 40,000 $ 326
Sankei Building 41,000 348
Sanki Engineering 45,000 561
Sanseido 22,000 289
Santen Pharmaceutical 11,000 246
Sanyo Shinpan 11,000 807
Satoh & Company 11,000 178
Sekisui House 112,000 1,397
Shikoku Electric Power 65,000 1,498
Shimachu 6,000 174
Shimamura 9,000 334
Shiseido 120,000 1,360
Shizuoka Bank 127,000 1,572
Showa Shell Sekiyo 147,000 1,358
Sintokogio 23,000 201
SK Kaken 18,000 401
Sugimoto 1,000 17
Sumitomo 153,000 1,545
Sumitomo Bank 82,000 1,562
Sumitomo Marine and Fire
Insurance 178,000 1,521
Sumitomo Realty &
Development 257,000 1,750
Tachibana Shokai 39,000 368
Taisei 53,000 346
Takano 23,000 519
Takeda Chemical Industries 150,000 2,414
TDK 28,000 1,413
Toho 5,000 824
Tohoku Electric Power 76,000 1,781
Tohoku Misawa Home 30,000 380
Tokushu Paper 30,000 317
Tokyo Electric Power 50,200 1,310
Tokyo Soir 8,000 48
Tokyo Steel 300 6
Tokyo Tungsten 17,000 160
Tokyotokeiba 107,000 469
Toppan Printing 120,000 1,565
Toshiba 270,000 2,091
Totech 12,000 85
Toyo Bussan 26,000 314
Toyo Seikan Kaisha 12,000 374
Trusco Nakayama 24,000 567
Tsubakimoto Precision 37,000 447
Tsutsumi Jewelry 7,000 371
Yamaichi Securities 271,000 1,964
Yamanouchi Pharmaceutical 67,000 1,499
Yamazaki Baking 39,000 695
Yodogawa Steel Works 43,000 339
Yokohoma 20,000 259
Yonex 23,000 261
Yukiguni Maitake 18,700 187
Yushiro Chemical 30,000 289
--------
121,929
--------
</TABLE>

15
<PAGE> 99
STATEMENT OF NET ASSETS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

INTERNATIONAL
EQUITY PORTFOLIO--CONTINUED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
MALAYSIA -- 2.6%
Arab Malaysian 100,000 $ 351
Berjaya Group Berhad 527,000 341
Berjaya Singer 82,000 80
Bousted 166,000 349
Cement Industries 18,000 58
Datuk Keramat Holdings 132,000 247
Edaran Otomobil 69,000 512
Faber Group* 655,000 643
IOI Properties 141,900 342
Kuala Lumpur Kepong Berhad 155,000 490
Land and General 202,000 452
Malaysian Airline System 83,000 277
Malaysian International
Shipping 668,000 1,861
MBF Capital 458,000 536
Negara Properties 10,000 35
Oriental Holdings 47,000 240
Rashid Hussain 525,000 1,638
Southern Bank 104,000 212
Westmont Berhad Industries 140,000 313
--------
8,977
--------
NETHERLANDS -- 4.0%
ABN-Amro Holdings 51,400 2,390
Beers 800 131
Dordtsche Petroleum 6,800 996
Draka 4,500 128
DSM 3,900 365
Eriks 600 52
EVC 9,300 301
GTI 800 68
Hollandsche Beton Groep 2,400 376
Hoogovens 7,500 302
Inter Muller 4,300 314
International Nederlanden Groep 52,717 3,502
KLM 16,400 546
Koninklijke Bijenkorf Beh 1,500 97
KPN 44,400 1,784
National Invest Bank 4,600 339
Nedlloyd Groep 12,700 277
Nijverdal Tencate 1,800 78
NKF Holding 1,000 171
Phillips Electronics 11,400 475
Polynorm 500 47
Schuitema 100 120
Stad Rotterdam 10,200 320
Telegraaf 300 47
Van Der Moolen 1,500 59
Vendex International N.V. 5,600 163
Volker Stevin 5,700 360
--------
13,808
--------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
NEW ZEALAND -- 0.4%
Fisher & Paykel Industries 117,300 $ 355
Independent Newspaper 14,600 50
Lion Nathan 498,600 1,090
--------
1,495
--------
NORWAY -- 1.0%
Den Norske Bank 170,909 555
Den Norske Luft 4,400 202
Dyno Industrier 12,200 259
Elkem "A" 27,500 331
Kvaerner "B" 21,200 614
Leif Hoegh & Company 8,200 119
Norske Skog 48,600 1,465
--------
3,545
--------
SINGAPORE -- 2.2%
Bat 78,000 309
City Developments 68,000 554
Fraser and Neave 124,000 1,660
Goldtron 260,000 238
Haw Par Brothers 19,000 43
Hotel Properties 201,000 365
Inchcape Berhad 22,000 76
Industrial & Commercial Bank 68,000 275
Jardine Matheson Holdings 53,100 425
Jurong Engineering 15,000 83
Keppel 76,000 770
Pacific Carriers 258,000 225
Republic Hotel and Resort 75,000 107
Ssangyong Cement 57,000 168
United Overseas Bank 231,600 2,477
--------
7,775
--------
SPAIN -- 3.5%
Acerinox 4,600 445
Azucarera Espana 2,600 90
Banco Bilbao-Vizcaya 23,480 915
Banco de Santander 11,760 580
Conserva Campofrio 1,700 58
Cristeria 2,500 160
Cubiertas y Mzov 2,400 155
Empresas Nacional de Cellulosa 10,100 140
G.E.S.A 7,300 388
Iberdrola 270,400 2,666
Porsegur 2,500 91
Repsol 18,540 677
Repsol ADR 37,600 1,363
Telefonica de Espana 166,300 2,735
Uniland 4,000 169
Union Electrica Fenosa 248,100 1,399
--------
12,031
--------
</TABLE>

16
<PAGE> 100
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
SWEDEN -- 1.0%
Catena "A" 20,700 $ 156
Celsius Industrier 9,600 264
Industrivarden 5,900 190
Marieberg Tidnings "A" 7,200 192
Mo Och Domsjo "B"* 5,200 257
Perstorp AB "B" 6,600 86
Skane-Gripen "B" 11,400 103
Skanska Free "B" 17,400 544
SSAB "B" 26,000 293
Stora Kopparbergs "A" 80,000 1,032
Svedala AB Free 7,500 231
--------
3,348
--------
SWITZERLAND -- 3.2%
Aare-Tessin 360 258
Alusuisse-Lonza 300 241
Baer Holdings 290 294
Baloise 120 232
Banque Cantonale Vaud 370 102
Bucher Holdings 190 132
Ciba Geigy 3,260 2,914
CS Holdings 27,030 2,577
Daetwyler Holdings 40 79
Elektrowatt "B" 1,120 405
Kuoni Reisen Holdings 110 202
Rieter 900 261
Roche Holdings 394 3,064
Schindler Holdings 170 190
Suedelektra Holdings 160 154
--------
11,105
--------
UNITED KINGDOM -- 12.7%
Adwest Group 25,800 45
Albert Fisher Group 431,500 294
Amec 148,900 227
Anglian Group 51,200 110
Anglian Water 149,000 1,294
ASDA Group 630,000 1,008
Astec 189,200 346
Bridon 35,700 56
British Airways 201,900 1,575
British Gas 40,100 146
British Steel 557,800 1,570
BTR 162,538 803
Bullough 71,300 115
Burn Stewart Distillers 25,200 46
Charter 20,400 264
Cowie Group 56,900 282
Davis Service Group 51,200 186
EIS Group 8,600 51
Frost Group 60,110 117
General Accident 159,500 1,571
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
GKN 109,000 $ 1,402
Grampian Holdings 18,700 37
Guardian Royal Exchange 460,300 1,709
Hanson 582,300 1,683
Hunting 73,300 247
Ibstock 52,400 60
IMI 14,400 73
Kwik Save Group 23,900 170
Lex Service 67,100 336
Lloyds TSB Group 411,900 2,073
London International Group 93,100 158
Low & Bonar 9,500 79
M & G Group 5,000 98
MacDonald Martin "A" 4,700 46
Marston Thompson 12,700 67
McKechnie 46,500 331
Mirror Group 141,700 471
National Power 210,400 1,553
National Westminster 215,500 2,280
North West Water Group 164,400 1,460
Northern Foods 23,900 70
Nurdin & Peacock 12,700 29
Ocean Group 42,300 251
Perkins Food 39,900 46
Pilkington 458,600 1,468
Renold 85,500 352
RJB Mining 30,000 244
Royal Bank of Scotland 173,000 1,462
Royal Insurance 283,800 1,649
Salvesen 67,300 275
Scapa Group 69,200 253
Scottish Hydro-Electric 55,600 284
Scottish Power 172,400 970
Sedgwick Group 181,500 367
Severn Trent 136,300 1,298
Shanks & McEwan 86,500 131
South West Water 38,990 293
Southern Water 38,900 394
Staveley Industries 25,500 78
Sutter 39,100 94
Takare 82,400 213
Tate & Lyle 194,200 1,416
Taylor Woodrow 166,100 373
Telewest 122,100 254
Thames Water 223,600 1,822
Tomkins 355,600 1,438
TT Group 41,700 188
Unigate 33,400 227
Vaux Group 46,600 200
Vosper Thornycroft 5,300 68
Waddington (John) 28,300 88
Wardle Storeys 12,400 74
Waste Management 31,600 160
</TABLE>

17
<PAGE> 101
STATEMENT OF NET ASSETS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

INTERNATIONAL
EQUITY PORTFOLIO--CONCLUDED

FOREIGN PREFERRED STOCKS -- 0.5%
GERMANY -- 0.2%
Herlitz 550 74
Krones 800 364
Suedzucker 350 186
--------
624
--------

ITALY -- 0.3%
Autostrade 144,900 164
Fiat 482,000 920
--------
1,084
--------
Total Foreign Preferred Stocks
(Cost $1,609) 1,708
--------

REPURCHASE AGREEMENT -- 3.6%
J.P. Morgan
5.39%, dated 2/29/96,
matures 3/1/96, repurchase
price $12,620,407 (collateralized
by Government National Mortgage
Association with maturities from
10/20/96 to 2/15/26, interest
rates from 5.00% to 7.50%, total
par value $12,690,086; total
market value of collateral
$12,890,095) $12,620 12,620
--------
Total Repurchase Agreement
(Cost $12,620) 12,620
--------
Total Investments -- 98.5%
(Cost $316,400) 342,725
--------
OTHER ASSETS AND LIABILITIES -- 1.5%
Other Assets and Liabilities, Net 5,120
--------
NET ASSETS:
Portfolio shares of Class A (unlimited
authorization -- no par value) based
on 34,753,783 outstanding shares of
beneficial interest 312,486
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C>
Portfolio shares of Class D (unlimited
authorization -- no par value) based
on 20,074 outstanding shares of
beneficial interest $ 202
Accumulated net realized gain
on investments 10,606
Net unrealized depreciation on
forward foreign currency
contracts, foreign currency and
translation of other assets and
liabilities in foreign currency (35)
Net unrealized appreciation
on investments 26,325
Accumulated net investment
loss (1,739)
--------
Total Net Assets:-- 100.0% $347,845
========
Net Asset Value, Offering Price and
Redemption Price Per Share --
Class A $ 10.00
=======
Net Asset Value, Offering Price and
Redemption Price Per Share --
Class D $ 9.93
=======
Maximum Offering Price Per
Share-- Class D ($9.93/95%) $ 10.45
=======
* NON-INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT

EUROPEAN EQUITY PORTFOLIO

FOREIGN COMMON STOCKS -- 94.5%
AUSTRIA -- 0.2%
VA Technologie 1,120 $ 142
--------
BELGIUM -- 1.8%
GIB 29,827 1,418
--------
DENMARK -- 2.0%
Den Danske Bank 12,220 830
Kobenhavns Lufthavne 8,540 743
--------
1,573
--------
FINLAND -- 1.0%
Nokia "A" 17,720 608
Nokia AB "K" 4,000 139
--------
747
--------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

18
<PAGE> 102
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
FRANCE -- 14.7%
Carrefour 1,915 $ 1,293
Castorama Dubois 5,400 1,011
Cetelem 4,244 893
Credit Local de France 11,097 882
Generale des Eaux 15 2
Hermes International 3,500 822
Imetal 5,650 821
LVMH Moet Hennessy 5,095 1,161
Promodes 2,750 750
Sanofi 11,000 764
Scor 17,400 582
Seita 19,200 766
SGS Thomson Micro 26,448 982
Television Francaise 7,000 749
--------
11,478
--------
GERMANY -- 7.9%
Adidas AG 12,800 819
Bayer Vereinsbank 29,000 868
Bayer 3,735 1,145
Gehe AG 1,170 658
SAP 200 31
Siemens 1,710 980
Volkswagen 4,330 1,653
--------
6,154
--------
ITALY -- 3.6%
ENI SPA 298,343 1,133
Stet Soc Fin Telefonica 140,000 428
Telecom Italia Mobile SPA 680,000 1,248
--------
2,809
--------
NETHERLANDS -- 10.6%
ABN-Amro Holdings 17,235 801
Aegon 22,462 967
Ahold 24,111 1,011
Elsevier 99,500 1,409
Hunter Douglas 15,120 882
International Nederlanden
Groep 18,699 1,242
Verenigde Nederlandse
Uigevbedri 51,150 836
Wolters Kluwer 10,633 1,144
--------
8,292
--------
NORWAY -- 1.1%
Saga Petroleum "B" 48,040 536
Saga Petroleum "A" 26,500 323
--------
859
--------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
SPAIN -- 8.3%
Banco Bilbao-Vizcaya 37,500 $ 1,461
Banco Popular Espana 5,273 961
Continente 34,800 799
Financiera Alba 11,750 816
Gas Natural 9,050 1,525
Repsol 25,000 913
--------
6,475
--------
SWEDEN -- 7.7%
Astra "B" 23,605 1,081
Ericsson 66,550 1,445
Hennes & Mauritz "B" Free 12,000 797
Kalmar Industries 40,000 783
Securitas "B" 15,750 824
Skandia Forestry 45,100 1,064
--------
5,994
--------
SWITZERLAND -- 6.4%
BBC Brown Boveri 1,000 1,198
Ciba Geigy 492 440
Roche Holdings 179 1,392
Sandoz Pharmaceutical 2,079 1,956
--------
4,986
--------
UNITED KINGDOM -- 29.2%
Abbey National 85,800 753
ASDA Group 191,500 306
Associated British Foods 81,400 494
Bass 60,900 708
BAT Industries 77,500 678
Blue Circle Industries 128,200 690
Britannic Assurance 14,000 168
British Aerospace 55,100 734
British Airways 70,000 546
British Biotech 4,950 155
British Gas 120,000 435
British Sky Broadcasting 48,000 288
British Telecommunications 233,600 1,329
BTR 66,000 326
Commercial Union 44,000 409
English China Clay 62,000 325
General Electric 173,000 979
Glaxo Wellcome 106,000 1,467
Granada Group 64,000 713
Grand Metropolitan 54,900 365
Great Universal Stores 56,400 572
Guinness 49,800 350
Hammerson "A" 92,800 491
HSBC Holdings 40,000 659
Lasmo 218,600 616
Morrison Supermarket 75,000 172
Next 81,000 588
</TABLE>

19
<PAGE> 103
STATEMENT OF NET ASSETS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

EUROPEAN EQUITY
PORTFOLIO--CONCLUDED

FOREIGN PREFERRED STOCKS -- 1.9%
GERMANY -- 1.9%
Rhoen Klinikum 5,520 569
SAP 5,592 878
--------
1,447
--------
Total Foreign Preferred Stocks
(Cost $718) 1,447
--------
Total Investments -- 96.4%
(Cost $65,871) 75,270
--------
OTHER ASSETS AND LIABILITIES -- 3.6%
Other Assets and Liabilities, Net 2,851
--------
NET ASSETS:
Portfolio shares of Class A (unlimited
authorization -- no par value) based
on 6,353,833 outstanding shares of
beneficial interest 67,059

Accumulated net realized gain
on investments 1,664

Net unrealized depreciation on forward
foreign currency contracts, foreign
currency and translation of other assets
and liabilities in foreign currency (2)
Net unrealized appreciation
on investments 9,399
</TABLE>

PACIFIC BASIN
EQUITY PORTFOLIO

FOREIGN COMMON STOCKS -- 95.7%
AUSTRALIA -- 6.2%
Amcor 18,000 131
Australia & New Zealand Bank 81,033 398
Broken Hill Proprietary 52,900 766
CRA 24,725 379
Lend Lease 19,000 291
Newscorp 85,200 484
Oil Search 63,000 62
Pioneer International 95,000 282
Tabcorp 80,000 279
Western Mining 95,025 611
Westpac Banking 78,000 368
Woodside Petroleum 42,000 233
--------
4,284
--------
HONG KONG -- 10.0%
Chen Hsong 402,000 229
Cheung Kong Holdings 100,000 695
Citic Pacific 207,000 806
Giordano 434,000 463
Hong Kong Electric 90,000 305
HSBC Holdings 34,290 550
Hutchison Whampoa 137,000 868
Jardine International Motor 248,000 343
New World Development 114,000 556
Sun Hung Kai Properties 59,200 528
Swire Pacific "A" 87,000 760
Wharf Holdings 204,000 790
--------
6,893
--------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

20
<PAGE> 104
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
JAPAN -- 68.3%
Airport Facilities 34,000 $ 270
Amada 98,000 1,055
Bridgestone 131,000 2,046
Canon 37,000 680
Chain Store Okuwa 17,000 240
Daiwa Securities 117,000 1,649
DDI 92 675
East Japan Railway 254 1,299
Fuji Photo Film 54,000 1,533
Glory 23,000 758
Heiwa 11,000 265
Hirose Electric 8,400 476
Hitachi 315,000 3,180
Ito Yokado 38,000 2,128
Japan Airport Terminal 41,000 500
Japan Associated Finance 4,000 408
Kahma 10,400 180
Kuraray 81,000 856
Mabuchi Motor 13,000 799
Matsushita Electric 129,000 2,064
Mitsubishi 106,000 1,312
Mitsubishi Electric 213,000 1,562
Mitsubishi Trust & Banking 13,000 201
Mitsui 203,000 1,726
Mitsui Petrochem 21,000 173
Murata Manufacturing 40,000 1,318
New Oji Paper 36,000 328
Nihon Dempa Kogyo 8,000 158
Nippon Steel 189,000 610
Nippon Television Network 1,000 286
Okinawa Electric Power 9,000 256
Omron 62,000 1,370
Promise 6,000 262
Sankyo 27,000 622
Santen Pharmaceutical 8,000 179
Seino Transportation 40,000 667
Sekisui House 88,000 1,098
Shimachu 15,000 436
Shimamura 9,000 334
Showa Shell Sekiyo 90,000 831
SMC 11,200 766
Sony 9,000 528
Sumitomo Electric 75,000 971
Sumitomo Metal* 266,000 750
Takashimaya 12,000 177
Takeda Chemical Industries 48,000 772
Toho 5,900 972
Tokio Marine & Fire Insurance 122,000 1,476
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Tokyo Broadcasting Systems 23,000 $ 388
Toppan Printing 76,000 992
Toyota Motor 100,000 2,162
Tsubakimoto Precision 50,000 605
Yasuda Fire & Marine Insurance 191,000 1,364
Yokogawa Electric 46,000 491
--------
47,204
--------
MALAYSIA -- 4.4%
DCB Holdings 92,000 280
Gamuda 42,000 241
Genting Berhad 48,500 434
Larut Consolidated 161,500 209
Malayan Banking 63,500 581
Malaysian Assurance Alliance 25,875 149
Petronas Gas 49,000 190
Resorts World 41,000 230
Telekom Malaysia 58,000 499
United Engineers 32,000 206
--------
3,019
--------
NEW ZEALAND -- 0.9%
Carter Holt Harvey 127,511 273
Telecom of New Zealand 81,000 363
--------
636
--------
SINGAPORE -- 5.9%
City Developments 70,000 570
DBS Land 97,000 381
Development Bank of
Singapore "F" 25,000 356
Keppel 63,000 638
Mandarin Oriental 285,718 374
Singapore International
Airlines "F" 26,000 262
Singapore Press "F" 21,880 442
United Overseas Bank "F" 62,824 672
Wing Tai Holdings 153,000 368
--------
4,063
--------
Total Foreign Common Stocks
(Cost $63,874) 66,099
--------
Total Investments -- 95.7%
(Cost $63,874) 66,099
--------
OTHER ASSETS AND LIABILITIES -- 4.3%
Other Assets and Liabilities, Net 2,962
--------
</TABLE>

<PAGE> 105
STATEMENT OF NET ASSETS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

PACIFIC BASIN
EQUITY PORTFOLIO--CONCLUDED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C>
NET ASSETS:
Portfolio shares of Class A (unlimited
authorization -- no par value) based
on 6,915,067 outstanding shares of
beneficial interest $ 67,570

Accumulated net realized loss
on investments (725)

Net unrealized appreciation
on investments 2,225

Accumulated net investment
loss (9)
--------
Total Net Assets:-- 100.0% $ 69,061
========
Net Asset Value, Offering Price and
Redemption Price Per Share --
Class A $ 9.99
========
</TABLE>
* NON-INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT

EMERGING MARKETS
EQUITY PORTFOLIO

<TABLE>
<S> <C> <C>
FOREIGN COMMON STOCKS -- 82.0%
ARGENTINA -- 5.0%
Banco Frances ADR 3,800 99
Central Costanera 110,535 343
Cresud 294,600 513
Irsa 47,950 132
Irsa ADR 2,777 76
Perez Companc 194,976 971
Siderca 553,420 548
Telefonica Argentina ADR 26,410 690
--------
3,372
--------
BRAZIL -- 4.3%
Cia Vale Rio Doce ADR* 3,900 158
Telebras 7,200,000 304
Telecom Brasileiras ADR 34,100 1,790
Telesp 3,974,000 658
--------
2,910
--------
CHILE -- 3.1%
Banco de Edwards ADR 5,200 109
Compania de Telecom Chile 14,930 1,235
Enersis ADR 14,630 415
Moneda Chile Fund 27,222 245
Quimica y Minera Chile ADR 1,000 51
--------
2,055
--------
</TABLE>

<S> <C> <C>
CHINA -- 0.4%
Huaneng Power International
ADR 6,500 $ 120
Shanghai Dazhong Taxi "B" 200,000 158
--------
278
--------
CZECH REPUBLIC -- 3.1%
Cokoladovny 1,200 124
Czech Value Fund Units 5,900 310
Elektrarny Opatovice 752 105
Komercni Banka GDR 8,000 184
Komercni Banka 12,000 295
PIF 15,759 342
Spif Vseobecny 11,093 53
Spt Telecom 4,400 455
Vynosovy 23,400 130
--------
1,998
--------
GREECE -- 0.4%
Aegek 13,070 106
Greek Progress Fund 21,460 195
Hellenic Bottling 5 0
--------
301
--------
HONG KONG -- 2.7%
Guang Dong Investment 187,000 120
Henderson Land Development* 47,000 340
Hutchison Whampoa 31,000 196
Johnson Electric Holdings 167,500 325
MC Packaging 714,000 268
Shangri-La Asia 208,000 284
Tian An China 142,000 20
Yue Yuen 1,002,000 255
--------
1,808
--------
HUNGARY -- 0.2%
Borsodchem GDR 5,800 85
Egis 2,000 68
--------
153
--------
INDIA -- 1.4%
Arvind Mills GDR 25,600 87
Bajaj Auto GDR 9,200 251
Grasim Industries GDR 21,000 431
Indian Hotels GDS 9,100 193
--------
962
--------
INDONESIA -- 3.1%
Asia Pacific Resource "A" 18,800 89
Bank Bali 75 0
Bank Bali Warrants 400 0
Bank International Indonesia "F" 22,000 93
Bimantara Citra 61,500 72
Dankos Labs "F" 26,000 62
Hanjaya Mandala Sampoerna "F" 15,500 169
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE> 106
<TABLE>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Indorama Synthetica "F" 30,500 $ 108
Indosat ADS 1,500 56
Indorayon Utama "F" 127,000 156
PT Telecom ADR 16,000 502
Sekar Bumi 79,000 74
Semen Cibinong 90,000 281
Semen Gresik "F" 40,000 141
Tambang Timah GDR 6,600 97
Telco GDR 8,000 108
Tjiwi Kimia 178 0
--------
2,008
--------
ISRAEL -- 1.1%
ECI Telecom* 5,000 128
Koor Industries ADR 10,100 202
Teva Pharmaceuticals ADR 5,500 238
Teva Pharmaceuticals 474 204
--------
772
--------
MALAYSIA -- 15.4%
Arab Malaysian 330,000 1,159
Arab Malaysian Finance 118,000 546
AMMB Holdings 59,000 712
DCB Holdings Warrants 144,000 174
DCB Holdings 546,000 1,661
Genting Berhad 47,000 421
IJM 416,000 679
IOI 910,000 1,000
Metacorp 185,000 574
New Straits Times Press 77,000 363
Petronas Gas 276,000 1,072
Resorts World 122,000 685
Telekom Malaysia 137,000 1,178
United Engineers 20,000 129
--------
10,353
--------
MEXICO -- 14.1%
Banamex Accival "L" 114,000 199
Cemex CPO 253,500 870
Cemex "B" 408,500 1,514
Empresas la Maderna 194,000 828
Grupo Financiero Banamex "B" 1,194,000 2,299
Grupo Industria Alfa "A" 161,000 1,954
Grupo Mexico "B" 86,000 309
Industrias Penoles 245,000 1,006
Kimberly Clark "A" 21,000 351
San Luis CPO 37,000 172
--------
9,502
--------
PAKISTAN -- 0.5%
Adamjee Insurance 11,400 46
D.G. Khan 60,940 45
D.G. Khan Rights 18,282 4
Engro Chemicals 20,200 98
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
ICI Pakistan 31,000 $ 57
Pakistan State Oil 9,230 94
--------
344
--------
PERU -- 2.5%
Telefonica del Peru "B" 154,300 327
Credicorp* 38,084 695
Souther Peru Copper* 20,500 341
Telefonica del Peru "A" 157,600 337
--------
1,700
--------
PHILIPPINES -- 3.0%
Aboitiz Equity Ventures 1,389,000 287
Ayala Land "B" 81,300 111
Bacnotan Cement* 124,500 101
C & P Homes 83,000 64
DMCI Holdings 416,000 259
Fil-Estate Land 70,000 64
Filinvest Land 722,000 311
Keppel Philippine Holdings "B" 203,500 59
Manila Mining "B" 27,800,000 48
Metro Pacific 1,889,000 448
Philippine Long Distance 2,320 137
Philippine Long Distance ADR 1,880 111
--------
2,000
--------
POLAND -- 0.1%
Agros Holdings "C" 7,111 86
--------
PORTUGAL -- 4.0%
Capital Portugal Fund 4,900 447
Cimentos de Portugal 29,650 542
Empresa Fabril de Maquinas
Electricas 34,300 272
Portucel Industrial Empresa 89,000 494
Sonae Investimentos 41,760 941
--------
2,696
--------
RUSSIA -- 0.4%
Mosenergo ADS 33,700 240
--------
SOUTH AFRICA -- 7.3%
Barlow 20,600 274
Clinic Holdings 319,400 380
Highstone Property Fund 665,200 258
Iscor 744,632 631
Lonrho 312,300 920
Malbak 68,390 402
Murray & Roberts 51,325 315
Pepsi International Africa 3,000 300
Randgold 47,000 201
Sasol 58,843 510
Servgro International 73,600 428
Waltons Stationary 84,500 279
--------
4,898
--------
</TABLE>

23
<PAGE> 107
STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

EMERGING MARKETS
EQUITY PORTFOLIO--CONTINUED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MARKET
DESCRIPTION SHARES VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
SOUTH KOREA -- 2.7%
Korea Electric Power ADR 15,950 $ 387
Korea Fund 11,400 252
Korea Investment Fund 14,133 150
Korea Mobile Telephone GDR 10,300 484
Pohang Iron & Steel ADR 14,700 368
Samsung Electronics GDS 2,900 154
--------
1,795
--------
TAIWAN -- 1.7%
Advanced Semiconductors
Engineering GDR 10,250 126
China Steel 10,000 156
ROC Taiwan Fund 27,400 264
Siliconware Precision GDR 10,300 145
Taiwan Equity Fund 32,200 318
Taiwan Fund 50 1
Yageo GDR 15,332 123
--------
1,133
--------
THAILAND -- 3.9%
Banpu Public "F" 5,400 148
Bangkok Bank SER 18,400 167
Bangkok Bank SER 2 60,800 550
Electric Generating "F"* 55,010 218
Land and House "F" 9,900 197
Phatra Thanakit SER 99,000 727
Regional Container "F" 14,700 175
Siam Cement 2,100 109
Thai Farmers Bank SER 36,100 267
United Communications 4,600 65
Wongpaitoon Footwear "F" 17,000 13
--------
2,636
--------
TURKEY -- 1.6%
Alarko 43,000 18
Cimentas 150,800 84
Erciyas Biracilik GDR 26,700 344
Koc Holdings 735,000 145
Tat Konservecili 471,300 328
Trakya Cam 1,380,000 188
--------
1,107
--------
Total Foreign Common Stocks
(Cost $55,077) 55,107
--------

FOREIGN PREFERRED STOCKS -- 12.6%
BRAZIL -- 12.2%
Banco Bradesco 134,143,979 1,519
Brahma 550,000 249
Cimento Itau 380,000 109
Coteminas 460,000 182
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHARES/FACE MARKET
DESCRIPTION AMOUNT (000) VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Electrobras "B" 6,596,000 $ 1,836
Lojas Renner 7,700,000 274
Marco Polo "B" 730,000 133
Schulz 1,200,000 33
Petrol Brasileiros 7,330,000 815
Randon Participacoes 146,500,000 106
Sadia Concordia 453,000 327
Telebras 20,709,000 1,088
Telemig "B" 2,900,000 194
Telerj 5,286,000 391
Vale Rio Doce 4,044,000 628
Weg 630,000 316
--------
8,200
--------
PHILIPPINES -- 0.4%
Philippine Long Distance 7,300 243
--------
Total Foreign Preferred Stocks
(Cost $7,418) 8,443
--------

CONVERTIBLE BONDS -- 1.3%
Bangkok Bank
3.250%, 03/03/04 150 169
Barlow
7.000%, 09/20/04 190 309
Ban Pu Coal
3.500%, 08/25/04 105 147
United Microelectronics
1.250%, 06/08/04 233 244
--------
Total Convertible Bonds
(Cost $820) 869
--------

REPURCHASE AGREEMENT -- 6.2%
State Street Bank
4.00%, dated 2/29/96, matures
3/1/96, repurchase price
$4,198,000 (collateralized by
U.S. Treasury Bond, maturity
2/15/23, interest rate 7.125%) 4,198 4,198
--------
Total Repurchase Agreement
(Cost $4,198) 4,198
--------
Total Investments -- 102.1%
(Cost $67,513) 68,617
--------
OTHER ASSETS AND LIABILITIES--(2.1%)
Other Assets and Liabilities, Net (1,436)
--------
</TABLE>

<PAGE> 108
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FACE AMOUNT MARKET
DESCRIPTION (000) VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
NET ASSETS:
Portfolio shares of Class A (unlimited
authorization -- no par value) based
on 6,147,072 outstanding shares of
beneficial interest $ 66,242
Accumulated net realized gain
on investments 37

Net unrealized depreciation on forward
foreign currency contracts, foreign
currency and translation of other assets
and liabilities in foreign currency (3)

Net unrealized appreciation
on investments 1,104

Accumulated net investment
loss (199)
--------
Total Net Assets:-- 100.0% $ 67,181
========
Net Asset Value, Offering Price and
Redemption Price Per Share --
Class A $ 10.93
========
* NON-INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT
ADS--AMERICAN DEPOSITORY SHARES
GDR--GLOBAL DEPOSITORY RECEIPT
GDS--GLOBAL DEPOSITORY SHARES

INTERNATIONAL FIXED
INCOME PORTFOLIO
FOREIGN BONDS -- 84.0%
AUSTRALIA -- 1.3%
Australian Government
9.500%, 08/15/03 668 536
Queensland Treasury
8.000%, 08/14/01 756 567
--------
1,103
--------
BELGIUM -- 4.0%
Kingdom of Belgium
5.100%, 11/21/04 99,500 3,341
--------
CANADA -- 1.9%
Canadian Government
6.500%, 06/01/04 750 515
9.000%, 06/01/25 1,345 1,080
--------
1,595
--------
DENMARK -- 3.0%
Kingdom of Denmark
9.000%, 11/15/98 395 75
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FACE AMOUNT MARKET
DESCRIPTION (000) VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
8.000%, 11/15/01 2,580 $ 481
8.000%, 03/15/06 8,325 1,503
7.000%, 11/10/24 3,200 477
--------
2,536
--------
FRANCE -- 10.5%
French Treasury Bill
7.750%, 04/12/00 4,840 $ 1,035
Government of France
8.125%, 05/25/99 20,340 4,368
5.500%, 04/25/04 14,220 2,640
8.500%, 10/25/08 880 199
8.500%, 04/25/23 2,600 578
--------
8,820
--------
GERMANY -- 19.3%
Bundesschatzanweisungen
6.875%, 02/24/99 5,430 3,935
Deutschland Republic
6.250%, 01/04/24 1,070 641
German Unity Fund
8.500%, 02/20/01 8,770 6,739
KFW International Finance
6.625%, 04/15/03 1,140 788
Treuhandanstalt
6.500%, 04/23/03 6,060 4,200
--------
16,303
--------
ITALY -- 6.3%
Italian Government
8.500%, 08/01/99 2,670,000 1,663
9.500%, 01/01/05 3,485,000 2,144
10.500%, 09/01/05 2,320,000 1,514
--------
5,321
--------
JAPAN -- 18.6%
Asian Development Bank
5.000%, 02/05/03 257,000 2,723
Export-Import Bank
4.375%, 10/01/03 58,000 592
European Investment Bank
6.625%, 03/15/00 79,000 873
Japanese Development Bank
5.000%, 10/01/99 60,000 627
6.500%, 09/20/01 285,000 3,219
Republic of Austria
6.250%, 10/16/03 181,000 2,071
4.500%, 09/28/05 70,000 722
3.750%, 02/03/09 124,000 1,183
World Bank
4.500%, 06/20/00 318,100 3,293
4.500%, 03/20/03 39,800 413
--------
15,716
--------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE> 109
SCHEDULE OF INVESTMENTS
================================================================================

SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996

INTERNATIONAL FIXED INCOME
PORTFOLIO--CONCLUDED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FACE AMOUNT MARKET
DESCRIPTION (000)(1) VALUE (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
NETHERLANDS -- 5.7%
Kingdom of Netherlands
7.500%, 06/15/99 5,015 $ 3,288
5.750%, 01/15/04 2,630 1,553
--------
4,841
--------
NORWAY -- 1.4%
Government of Norway
7.000%, 05/31/01 5,110 831
9.500%, 10/31/02 1,700 308
--------
1,139
--------
SPAIN -- 4.6%
Kingdom of Spain
12.250%, 03/25/00 155,840 1,391
10.300%, 06/15/02 286,830 2,481
--------
3,872
--------
SWEDEN -- 1.8%
Kingdom of Sweden
10.250%, 05/05/03 3,100 501
Swedish Treasury Note
11.000%, 01/21/99 6,300 1,014
--------
1,515
--------
UNITED KINGDOM -- 5.6%
European Investment Bank
7.000%, 03/30/98 200 307
United Kingdom Conversion
9.500%, 04/18/05 85 143
United Kingdom Treasury
7.000%, 11/06/01 1,290 1,929
8.000%, 12/07/15 1,580 2,346
--------
4,725
--------
Total Foreign Bonds
(Cost $72,260) 70,827
--------
</TABLE>

<S> <C> <C>
U.S. TREASURY OBLIGATIONS -- 9.4%
United States Treasury Bill
0.000%, 05/02/96 7,500 $ 7,435
United States Treasury Bond
6.875%, 08/15/25 90 94
United States Treasury Note
5.875%, 11/15/05 100 98
5.250%, 01/31/01 190 186
United States Treasury STRIP
Interest Only
02/15/04 230 142
-------
Total U.S. Treasury Obligations
(Cost $7,969) 7,955
-------
Total Investments -- 93.4%
(Cost $80,229) $78,782
=======
</TABLE>

(1) IN LOCAL CURRENCY

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE> 110

This Page Left Intentionally Blank

<PAGE> 111

STATEMENT OF ASSETS AND LIABILITIES (000)
================================================================================

FEBRUARY 29, 1996

<TABLE>
<CAPTION>
------------------
INTERNATIONAL
FIXED INCOME
------------------
ASSETS:
<S> <C>
Investment securities (Cost $80,229) $78,782
Cash 2,112
Foreign currency (Cost $2,188) 2,175
Interest receivable 2,401
Investment securities sold 14,433
Unrealized gain on forward foreign
currency contracts 591
Other assets 503
--------
Total Assets 100,997
--------
LIABILITIES:
Investment securities purchased 4,688
Capital shares redeemed 11,878
Other liabilities 113
--------
Total Liabilities 16,679
--------
Net Assets $84,318
========

NET ASSETS:
Portfolio shares of Class A (unlimited
authorization -- no par value)
based on 7,832,978 outstanding
shares of beneficial interest 85,549
Accumulated net realized gain on
investments 770
Net unrealized appreciation on forward
foreign currency contracts,
foreign currencies and translation of
other assets and liabilities denominated
in foreign currencies 569
Net unrealized depreciation
on investments (1,447)
Accumulated net investment loss (1,123)
--------
Net Assets $84,318
========

NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE-- CLASS A $ 10.77
========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE> 112

STATEMENT OF OPERATIONS (000)
================================================================================

FOR THE PERIOD ENDED FEBRUARY 29, 1996

<TABLE>
<CAPTION>
------------- -------- -------- -------- -------------
PACIFIC EMERGING INTERNATIONAL
INTERNATIONAL EUROPEAN BASIN MARKETS FIXED
EQUITY EQUITY EQUITY EQUITY INCOME
------------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ 8,605 $ 1,303 $ 595 $ 338 $ --
Interest 351 197 125 192 3,605
Less: Foreign Taxes Withheld (853) (140) (64) (23) (78)
-------- -------- -------- -------- --------
Total Investment Income 8,103 1,360 656 507 3,527
-------- -------- -------- -------- --------
EXPENSES:
Management fees 1,431 380 354 201 372
Less management fees waived (119) (115) (148) (201) (140)
Reimbursement by Manager -- -- -- (29) --
Investment advisory fees 1,524 225 237 297 186
Less investment advisory fees
waived -- -- -- -- (31)
Custodian/wire agent fees 339 72 70 227 69
Professional fees 58 15 13 14 16
Registration & filing fees 117 6 6 18 21
Printing fees 71 14 13 9 15
Trustee fees 32 5 4 2 5
Pricing fees 29 9 10 12 6
Distribution fees 502 79 74 26 92
Amortization of deferred
organization costs 4 6 6 -- 8
Miscellaneous fees 8 4 1 1 (2)
-------- -------- -------- -------- --------
Total Expenses 3,996 700 640 577 617
-------- -------- -------- -------- --------
NET INVESTMENT INCOME/(LOSS) 4,107 660 16 (70) 2,910
-------- -------- -------- -------- --------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY
TRANSACTIONS:
Net realized gain (loss) from
security transactions 21,730 1,829 (688) 180 2,362
Net realized gain (loss) on
forward foreign currency
contracts and foreign
currency transactions (983) 2 684 (125) 2,856
Net change in unrealized
appreciation (depreciation)
on forward foreign currency
contracts, foreign currencies,
and translation of other assets
and liabilities denominated
in foreign currencies 1,021 11 81 (2) 97
Net change in unrealized
appreciation (depreciation)
on investments 24,496 9,274 6,898 1,050 (2,509)
-------- -------- -------- -------- --------
NET INCREASE IN NET ASSETS
FROM OPERATIONS $ 50,371 $ 11,776 $ 6,991 $ 1,033 $ 5,716
======== ======== ======== ======== ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE> 113

STATEMENT OF CHANGES IN NET ASSETS (000)
================================================================================

FOR THE PERIODS ENDED FEBRUARY 29,

<TABLE>
<CAPTION>
---------------------- ---------------------- ----------------------
PACIFIC
INTERNATIONAL EUROPEAN BASIN
EQUITY EQUITY EQUITY
---------------------- ---------------------- ----------------------
1996 1995 1996 1995(2) 1996 1995(2)
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) $ 4,107 $ 6,137 $ 660 $ 211 $ 16 $ (81)
Net realized gain (loss) from
security transactions 21,730 36,204 1,829 (165) (688) (37)
Net realized gain (loss) on
forward foreign currency
contracts and foreign currency
transactions (983) (25,138) 2 (154) 684 (74)
Net change in unrealized
appreciation (depreciation)
on forward foreign currency
contracts, foreign currencies,
and translation of other assets
and liabilities denominated in
foreign currencies 1,021 10,819 11 (13) 81 (81)
Net change in unrealized
appreciation (depreciation)
on investments 24,496 (58,990) 9,274 125 6,898 (4,673)
--------- --------- --------- --------- --------- ---------
Net increase (decrease) in net
assets from operations 50,371 (30,968) 11,776 4 6,991 (4,946)
--------- --------- --------- --------- --------- ---------
DIVIDENDS DISTRIBUTED FROM:
Net investment income:
Class A (5,932) -- (553) (165) (782) --
Class D (3) -- -- -- -- --
Net realized gains:
Class A (28,871) (23,038) -- -- -- --
Class D (17) (2) -- -- -- --
--------- --------- --------- --------- --------- ---------
Total dividends distributed (34,823) (23,040) (553) (165) (782) --
--------- --------- --------- --------- --------- ---------
CAPITAL SHARE TRANSACTIONS(1):
Class A:
Proceeds from shares issued 203,255 340,533 48,078 41,513 67,638 49,353
Shares issued in lieu of
cash distributions 20,015 14,427 494 144 694 --
Cost of shares repurchased (219,674) (475,951) (17,952) (5,218) (38,528) (11,359)
--------- --------- --------- --------- --------- ---------
Increase (decrease) in net
assets derived from
Class A 3,596 (120,991) 30,620 36,439 29,804 37,994
--------- --------- --------- --------- --------- ---------
Class D:
Proceeds from shares issued 146 53 -- -- -- --
Shares issued in lieu of cash
distributions 19 2 -- -- -- --
Cost of shares repurchased (18) -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Increase in net assets
derived from Class D 147 55 -- -- -- --
--------- --------- --------- --------- --------- ---------
INCREASE (DECREASE) IN NET ASSETS
DERIVED FROM CAPITAL SHARE
TRANSACTIONS 3,743 (120,936) 30,620 36,439 29,804 37,994
--------- --------- --------- --------- --------- ---------
Net increase (decrease)
in net assets 19,291 (174,944) 41,843 36,278 36,013 33,048
NET ASSETS:
Beginning of period 328,554 503,498 36,278 -- 33,048 --
--------- --------- --------- --------- --------- ---------
End of period $ 347,845 $ 328,554 $ 78,121 $ 36,278 $ 69,061 $ 33,048
========= ========= ========= ========= ========= =========
(1) CAPITAL SHARE TRANSACTIONS:
Class A:
Shares issued 20,144 32,225 4,241 4,171 7,275 5,018
Shares issued in lieu of
cash distributions 2,037 1,437 41 15 -- --
Shares repurchased (21,676) (45,194) (1,599) (523) (4,144) (1,234)
--------- --------- --------- --------- --------- ---------
Total Class A transactions 505 (11,532) 2,683 3,663 3,131 3,784
--------- --------- --------- --------- --------- ---------
Class D:
Shares issued 15 5 -- -- -- --
Shares issued in lieu of
cash distributions 2 -- -- -- -- --
Shares repurchased (2) -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total Class D transactions 15 5 -- -- -- --
--------- --------- --------- --------- --------- ---------
Net increase (decrease)
in capital shares 520 (11,527) 2,683 3,663 3,131 3,784
========= ========= ========= ========= ========= =========

</TABLE>

<TABLE>
<CAPTION>
---------------------- ----------------------
EMERGING INTERNATIONAL
MARKETS FIXED
EQUITY INCOME
---------------------- ----------------------
1996 1995(3) 1996 1995
---------------------- ----------------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) $ (70) $ 6 $ 2,910 $ 1,603
Net realized gain (loss) from
security transactions 180 -- 2,362 (927)
Net realized gain (loss) on
forward foreign currency
contracts and foreign currency
transactions (125) 1 2,856 670
Net change in unrealized
appreciation (depreciation)
on forward foreign currency
contracts, foreign currencies,
and translation of other assets
and liabilities denominated in
foreign currencies (2) (1) 97 313
Net change in unrealized
appreciation (depreciation)
on investments 1,050 54 (2,509) 1,420
--------- --------- --------- ---------
Net increase (decrease) in net
assets from operations 1,033 60 5,716 3,079
--------- --------- --------- ---------
DIVIDENDS DISTRIBUTED FROM:
Net investment income:
Class A (11) -- (6,969) (2,335)
Class D -- -- -- --
Net realized gains:
Class A (143) -- (665) (67)
Class D -- -- -- --
--------- --------- --------- ---------
Total dividends distributed (154) -- (7,634) (2,402)
--------- --------- --------- ---------
CAPITAL SHARE TRANSACTIONS(1):
Class A:
Proceeds from shares issued 64,401 5,264 70,012 36,006
Shares issued in lieu of
cash distributions 148 -- 6,218 1,486
Cost of shares repurchased (3,547) (24) (32,574) (19,267)
--------- --------- --------- ---------
Increase (decrease) in net
assets derived from
Class A 61,002 5,240 43,656 18,225
--------- --------- --------- ---------
Class D:
Proceeds from shares issued -- -- -- --
Shares issued in lieu of cash
distributions -- -- -- --
Cost of shares repurchased -- -- -- --
--------- --------- --------- ---------
Increase in net assets
derived from Class D -- -- -- --
--------- --------- --------- ---------
INCREASE (DECREASE) IN NET ASSETS
DERIVED FROM CAPITAL SHARE
TRANSACTIONS 61,002 5,240 43,656 18,225
--------- --------- --------- ---------
Net increase (decrease)
in net assets 61,881 5,300 41,738 18,902
NET ASSETS:
Beginning of period 5,300 -- 42,580 23,678
--------- --------- --------- ---------
End of period $ 67,181 $ 5,300 $ 84,318 $ 42,580
========= ========= ========= =========
(1) CAPITAL SHARE TRANSACTIONS:
Class A:
Shares issued 5,959 518 6,081 3,504
Shares issued in lieu of
cash distributions 1 -- 559 150
Shares repurchased (329) (2) (2,894) (1,882)
--------- --------- --------- ---------
Total Class A transactions 5,631 516 3,746 1,772
--------- --------- --------- ---------
Class D:
Shares issued -- -- -- --
Shares issued in lieu of
cash distributions -- -- -- --
Shares repurchased -- -- -- --
--------- --------- --------- ---------
Total Class D transactions -- -- -- --
--------- --------- --------- ---------
Net increase (decrease)
in capital shares 5,631 516 3,746 1,772
========= ========= ========= =========

<FN>
(2) EUROPEAN EQUITY AND PACIFIC BASIN EQUITY COMMENCED OPERATIONS ON APRIL 29, 1994.
(3) EMERGING MARKETS EQUITY COMMENCED OPERATIONS ON JANUARY 17, 1995.
</FN>
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE> 114

FINANCIAL HIGHLIGHTS
================================================================================

FOR THE PERIODS ENDED FEBRUARY 29,

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

NET ASSET DISTRIBUTIONS DISTRIBUTIONS
VALUE NET NET REALIZED AND FROM NET FROM NET ASSET NET ASSETS
BEGINNING INVESTMENT UNREALIZED INVESTMENT REALIZED CAPITAL RETURN VALUE END TOTAL END OF
OF PERIOD INCOME/(LOSS) GAINS/(LOSSES) INCOME (6) GAINS OF CAPITAL OF PERIOD RETURN PERIOD (000)
- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
1996 $ 9.59 $ 0.14 $ 1.45 $(0.19) $(0.99) $-- $10.00 17.30% $347,646
1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67) 328,503
1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44 503,498
1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287
1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456
1991 9.62 0.18 (0.14) -- (0.01) $(0.09) 9.65 0.36 35,829
CLASS D
1996 $ 9.56 $ 0.04 $ 1.50 $(0.18) $(0.99) -- $ 9.93 16.77% $ 199
1995(1) 10.81 0.01 (0.67) -- (0.59) -- 9.56 (6.33) 51

- --------------------------------------------------------------------------------------------------------------------------------
EUROPEAN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------

CLASS A
1996 $ 9.90 $ 0.11 $ 2.39 $(0.10) $-- $-- $12.30 25.15% $ 78,121
1995(2) 10.00 0.06 (0.11) (0.05) -- -- 9.90 (0.40) 36,278

- --------------------------------------------------------------------------------------------------------------------------------
PACIFIC BASIN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------

CLASS A
1996 $ 8.73 $ 0.03 $ 1.36 $(0.13) $-- $-- $ 9.99 15.96% $ 69,061
1995(3) 10.00 (0.02) (1.25) -- -- -- 8.73 (12.70) 33,048

- --------------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS EQUITY PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------

CLASS A
1996 $10.27 $(0.02) $ 0.72 $ -- $(0.04) $-- $10.93 6.83% $ 67,181
1995(4) 10.00 0.01 0.26 -- -- -- 10.27 2.70 5,300

- --------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------

CLASS A
1996 $10.42 $ 0.58 $ 0.89 $(1.02) $(0.10) $-- $10.77 13.96% $ 84,318
1995 10.23 0.43 0.40 (0.62) (0.02) -- 10.42 8.43 42,580
1994(5) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678

</TABLE>

<TABLE>
<CAPTION>
RATIO OF
RATIO OF NET INVESTMENT
RATIO OF EXPENSES INCOME/(LOSS)
RATIO OF NET INVESTMENT TO AVERAGE TO AVERAGE
EXPENSES INCOME/(LOSS) NET ASSETS NET ASSETS PORTFOLIO
TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A
1996 1.25% 1.29% 1.29% 1.25% 102%
1995 1.19 1.30 1.21 1.28 64
1994 1.10 1.46 1.24 1.32 19
1993 1.10 1.80 1.53 1.37 23
1992 1.10 2.07 1.52 1.63 79
1991 1.10 3.52 1.64 2.98 14
CLASS D
1996 1.65% 0.58% 1.90% 0.33% 102%
1995(1) 1.47 0.42 1.48 0.41 64

- --------------------------------------------------------------------------------
EUROPEAN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------

CLASS A
1996 1.30% 1.23% 1.51% 1.02% 48%
1995(2) 1.30 1.02 1.57 0.75 29

- --------------------------------------------------------------------------------
PACIFIC BASIN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------

CLASS A
1996 1.30% 0.03% 1.60% (0.27)% 41%
1995(3) 1.30 (0.41) 1.68 (0.79) 9

- --------------------------------------------------------------------------------
EMERGING MARKETS EQUITY PORTFOLIO
- --------------------------------------------------------------------------------

CLASS A
1996 1.95% (0.23)% 2.72% (1.00)% 104%
1995(4) 1.95 1.79 4.98 (1.24) --

- --------------------------------------------------------------------------------
INTERNATIONAL FIXED INCOME PORTFOLIO
- --------------------------------------------------------------------------------

CLASS A
1996 1.00% 4.70% 1.27% 4.43% 269%
1995 1.00 4.68 1.30 4.38 303
1994(5) 1.00 3.81 1.61 3.20 126
</TABLE>

(1) INTERNATIONAL EQUITY CLASS D SHARES WERE OFFERED BEGINNING MAY 1, 1994. ALL
RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(2) EUROPEAN EQUITY CLASS A SHARES WERE OFFERED BEGINNING APRIL 29, 1994. ALL
RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(3) PACIFIC BASIN EQUITY CLASS A SHARES WERE OFFERED BEGINNING APRIL 29, 1994.
ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(4) EMERGING MARKETS EQUITY CLASS A SHARES WERE OFFERED BEGINNING JANUARY 17,
1995. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(5) INTERNATIONAL FIXED INCOME CLASS A SHARES WERE OFFERED BEGINNING SEPTEMBER
1, 1993. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(6) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN
FOREIGN CURRENCY GAINS AND LOSSES.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

31
<PAGE> 115

NOTES TO FINANCIAL STATEMENTS
================================================================================

FEBRUARY 29, 1996

1. ORGANIZATION

SEI International Trust, (the "Trust") was organized as a Massachusetts business
trust under a Declaration of Trust dated June 30, 1988. The operations of the
Trust commenced on December 20, 1989.

The Trust is registered under the Investment Company Act of 1940, as
amended, as an open-end investment management company with five portfolios: the
International Equity Portfolio (formerly the Core International Equity
Portfolio), the European Equity Portfolio, the Pacific Basin Equity Portfolio,
the Emerging Markets Equity Portfolio and the International Fixed Income
Portfolio (together the "Portfolios"). The Trust's prospectus provides a
description of each Funds investment objectives, policies, and strategies. The
Trust is registered to offer Class A and Class D Fund shares of each of the
Portfolios.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Portfolios in the preparation of the financial statements. The policies are in
conformity with generally accepted accounting principles.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.

SECURITY VALUATION -- Investment securities which are listed on a
securities exchange for which market quotations are readily available are valued
by an independent pricing service at the last quoted sales price for such
securities, or if there is no such reported sale on the valuation date, at the
most recent quoted bid price. Unlisted securities for which market quotations
are readily available are valued at the most recent quoted bid price. Debt
obligations sixty days or less remaining until maturity are valued at amortized
cost which approximates market value.

FEDERAL INCOME TAXES -- It is the intention of each Portfolio to continue
to qualify as a regulated investment company and to distribute all of its
taxable income. Accordingly, no provision for Federal income taxes is required
in the financial statements.

The Portfolios may be subject to taxes imposed by countries in which they
invest with respect to their investments in issuers existing or operating in
such countries. Such taxes are generally based on either income earned or
repatriated. The Portfolios accrue such taxes when the related income is earned.

NET ASSET VALUE PER SHARE -- The net asset value per share of each
Portfolio is calculated on each business day. It is computed by dividing the
assets of the portfolio, less its liabilities, by the number of outstanding
shares of the portfolio.

REPURCHASE AGREEMENTS -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until maturity of the repurchase
agreements. Provisions of the repurchase agreements and procedures adopted by
the Trust require that the market value of the collateral, including accrued
interest thereon, is sufficient in the event of default by the counterparty.

The Portfolios may also invest in tri-party repurchase agreements.
Securities held as collateral for tri-party repurchase agreements are maintained
in a segregated account by the broker's custodian bank until maturity of the
repurchase agreement. Provisions of the agreements require that the market value
of the collateral, including accrued interest thereon, is sufficient in the
event of default by the counterparty of the Portfolio.

If the counterparty defaults and the value of the collateral declines or if
the counterparty enters an insolvency proceeding, realization of the collateral
by the Portfolio may be delayed or limited.

FOREIGN CURRENCY TRANSLATION -- The books and records of the Portfolios are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following bases: (I) market value of investment securities, other
assets and liabilities at the current rate of exchange; and (II) purchases and
sales of investment securities, income and expenses at the relevant rates of
exchange prevailing on the respective dates of such transactions.

The Portfolios do not isolate that portion of gains and losses on
investment securities which is due to changes in the foreign exchange rates from
that which is due to changes in market prices of such securities.

<PAGE> 116

The Portfolios do isolate the effect of fluctuations in foreign currency
rates when determining the gain or loss upon sale or maturity of foreign
currency denominated debt obligations pursuant to the Federal income tax
regulations. Such amounts are categorized as foreign currency gain or loss for
both financial reporting and income tax reporting purposes.

The Portfolios report gains and losses on foreign currency related
transactions as realized and unrealized gains and losses for financial reporting
purposes, whereas such gains and losses are treated as ordinary income or loss
for Federal income tax purposes.

FORWARD FOREIGN CURRENCY CONTRACTS -- The portfolios enter into forward
foreign currency contracts as hedges against either specific transactions or
portfolio positions. The aggregate principal amounts of the contracts are not
recorded as the Portfolios do not intend to hold the contracts to maturity. All
commitments are "marked-to-market" daily at the applicable foreign exchange rate
and any resulting unrealized gains or losses are recorded currently. The
Portfolios realize gains and losses at the time forward contracts are
extinguished. Unrealized gains or losses on outstanding positions in forward
foreign currency contracts held at the close of the year are recognized as
ordinary income or loss for federal income tax purposes.

FOREIGN CURRENCY OPTIONS -- Premiums paid by a portfolio for the purchase
of an option are included in the portfolio's Schedule of Investments as an
investment and subsequently "marked-to-market" to reflect the current value of
the option. For an option held by a portfolio on the stipulated expiration date,
the portfolio realizes a gain or loss. If the portfolio enters into a closing
sale transaction, it realizes a gain or loss, depending on whether the proceeds
from the sale are greater or less than the cost of the purchased option. If the
portfolio exercises a purchased call option, the cost of the underlying
investment which the fund purchases upon exercise will be increased by the
premium originally paid.

CLASSES -- Class-specific expenses are borne by that class. Income,
expenses, and realized and unrealized gains/losses are allocated to the
respective classes on the basis of relative daily net assets.

EXPENSES -- Expenses that are directly related to one of the Portfolios are
charged directly to that Portfolio. Other operating expenses of the Portfolios
are prorated to the Portfolios on the basis of relative net assets.

DISTRIBUTIONS -- Distributions from net investment income and net realized
capital gains are determined in accordance with U.S. Federal income tax
regulations, which may differ from those amounts determined under generally
accepted accounting principles. These book/tax differences are either temporary
or permanent in nature. To the extent these differences are permanent, they are
charged or credited to paid in capital in the period that the difference arises.

Accordingly, for the International Equity Portfolio, $20,000 was
reclassified from accumulated net realized gain on investments to undistributed
net investment income; and $9,798,000 was reclassified from paid in capital to
accumulated net realized gain on foreign currency transactions. In addition, the
following permanent differences primarily attributable to realized foreign
exchange gains and losses, have been reclassified from accumulated net realized
gain (loss) on foreign currency transactions to undistributed net investment
income:

<TABLE>
<CAPTION>
(000)
--------
<S> <C>
International Equity $ 100
European Equity (96)
Pacific Basin Equity 757
Emerging Markets Equity (124)
International Fixed Income 2,482
</TABLE>

These reclassifications have no effect on net assets or net asset values
per share.

OTHER -- Security transactions are accounted for on the trade date of the
security purchase or sale. Costs used in determining net realized capital gains
and losses on the sale of investments securities are those of the specific
securities sold. Purchase discounts and premiums on securities held by the
Portfolio are accreted and amortized to maturity using the scientific interest
method, which approximates the effective interest method. Dividend income is
recognized on the ex-dividend date and interest income is recognized using the
accrual method.

<PAGE> 117

NOTES TO FINANCIAL STATEMENTS
================================================================================

FEBRUARY 29, 1996

3. MANAGEMENT, INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS

SEI Financial Management Corporation (the "Manager"), a wholly owned subsidiary
of SEI Corporation, and the Trust are parties to a management agreement dated
August 30, 1988, under which the Manager provides management, administrative and
shareholder services to the Fund for an annual fee equal to .45% of the average
daily net assets of the International Equity Portfolio, .60% of the average
daily net assets of the International Fixed Income Portfolio, .65% of the
average daily net assets of the European Equity, Pacific Basin Equity and
Emerging Markets Equity Portfolios. The Manager has voluntarily agreed to waive
all or a portion of its fees and, if necessary, reimburse other operating
expenses in order to limit the operating expenses of each Portfolio.

SEI Financial Management Corporation (SFM) acts as the investment advisor
for the International Equity, European Equity, Pacific Basin and the Emerging
Markets Equity Portfolios. Under the Investment Advisory Agreement, SFM receives
an annual fee of .475% of the average daily net assets of the International
Equity and European Equity Portfolios, .55% of the Pacific Basin Equity
Portfolio's average daily net assets and 1.05% of the average daily net assets
of the Emerging Markets Equity Portfolio.

Pursuant to a Sub-Advisory Agreement with SFM, Acadian Asset Management ,
Inc. serves as Sub-Advisor to the International Equity Portfolio, Montgomery
Asset Management, L.P. serves as Sub-Advisor to the Emerging Markets Equity
Portfolio, Morgan Grenfell Investment Services Limited serves as Sub-Advisor to
the European Equity Portfolio, and Schroder Capital Management International
Limited serves as Sub-Advisor to the Pacific Basin Equity Portfolio.

Strategic Fixed Income, L.P., the advisor for the International Fixed
Income Portfolio, is a party to an investment advisory agreement with the Trust
dated June 15, 1993. Under the investment advisory agreement, Strategic Fixed
Income, L.P. receives an annual fee of .30% of the average daily net assets of
the Portfolio. Strategic Fixed Income, L.P. has voluntarily agreed to waive all
or a portion of its fee, in conjunction with the Manager, in order to limit the
total operating expenses of the Portfolio.

SEI Financial Services Company (the "Distributor"), a wholly-owned
subsidiary of SEI Corporation and a registered broker-dealer, acts as the
distributor of the shares of the Trust under distribution plans which provide
for the Trust to reimburse the Distributor for certain distribution-related
expenses incurred by the Distributor. Such expenses may not exceed .30% of the
average daily net assets of a Portfolio, provided those expenses are permissible
as to both type and amount under a budget approved and monitored by the Board of
Trustees.

In addition to providing for the reimbursement payments described above,
the Class D distribution plan provides for an additional payment to the
Distributor. This additional payment may be used to compensate financial
institutions that provide distribution-related services to their customers. The
total amount of distribution-related expenses for the Class D shares of the
Portfolios may not exceed .60%

Certain Officers and/or Trustees of the Trust are also Officers and/or
Directors of the Manager. Compensation of Officers and affiliated Trustees is
paid by the Manager.

4. ORGANIZATIONAL COSTS

Organizational costs have been capitalized by the Portfolio and are being
amortized using the straight line method over sixty months beginning with the
commencement of operations. In the event any of the initial shares of the
Portfolio acquired by the Manager are redeemed during the period that the
Portfolio is amortizing its organizational costs, the redemption proceeds
payable to the Manager by the Portfolio will be reduced by an amount equal to a
pro rata portion of the unamortized organizational costs.

<PAGE> 118

5. FORWARD FOREIGN CURRENCY CONTRACTS

The Portfolios enter into forward foreign currency exchange contracts as hedges
against portfolio positions. Such contracts, which are designed to protect the
value of the Portfolio's investment securities against a decline in the value of
the hedged currency, do not eliminate fluctuations in the underlying prices of
the securities; they simply establish an exchange rate at a future date. Also,
although such contracts tend to minimize risk of loss due to a decline in the
value of a hedged currency, at the same time they tend to limit any potential
gain that might be realized should the value of such foreign currency increase.
The following forward foreign currency contracts were outstanding at
February 29, 1996:

<TABLE>
<CAPTION>
IN UNREALIZED
MATURITY CONTRACTS TO EXCHANGE APPRECIATION
DATES DELIVER/RECEIVE FOR (DEPRECIATION)
- ----------------- --------------- ------------ --------------
INTERNATIONAL EQUITY PORTFOLIO:
- ---------------------------------------------------------------

FOREIGN CURRENCY SALES:
<S> <C> <C> <C> <C>
03/04/96 CH 550,000 $ 458,984 $ (727)
03/04/96 UK 1,375,000 2,105,666 (2,604)
03/04/96 SD 494,000 349,933 (198)
------------ ---------
$ 2,914,583 $ (3,529)
------------ ---------
FOREIGN CURRENCY PURCHASE:
03/04/96 J(YEN) 102,786,000 $ 978,914 $ 1,871
============ ---------
$ (1,658)
=========
</TABLE>

<TABLE>
<CAPTION>
EUROPEAN EQUITY PORTFOLIO:
- ---------------------------------------------------------------

FOREIGN CURRENCY SALES:
<S> <C> <C> <C> <C>
03/04/96 AD 15,607,872 $ 1,509,757 $ 14,226
03/05/96 UK 8,210 12,572 10
------------ ---------
$ 1,522,329 $ 14,236
------------ ---------
FOREIGN CURRENCY PURCHASE:
03/04/96 UK 19,133 $ 29,301 $ (138)
============ ---------
$ 14,098
=========
</TABLE>

<TABLE>
<CAPTION>
PACIFIC BASIN EQUITY PORTFOLIO:
- ----------------------------------------------------------------

FOREIGN CURRENCY PURCHASES:
<S> <C> <C> <C>
03/01/96 J(YEN)20,572,279 $ 195,926 $ (1,277)
03/04/96 J(YEN)14,411,250 137,250 (935)
--------- ---------
$ 331,176 $ (2,212)
========= =========
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL FIXED INCOME PORTFOLIO:
- -------------------------------------------------------------------

FOREIGN CURRENCY SALES:
<S> <C> <C> <C>
03/07/96-04/18/96 AD 5,546,065 $ 4,230,883 $ (135,174)
03/07/96-06/20/96 BF 152,350,955 5,046,272 63,413
03/07/96-06/20/96 DM 83,734,299 57,144,793 621,708
03/07/96-06/20/96 DK 73,323,542 11,801,933 163,300
03/07/96-06/20/96 SP 818,162,585 6,580,800 (14,143)
03/07/96-06/20/96 FF 154,177,096 30,646,455 115,681
03/07/96-06/20/96 UK 29,263,889 44,640,251 209,401
03/07/96-06/20/96 IT 26,981,157,758 17,212,265 (346,437)
03/07/96-06/20/96 J(YEN) 7,339,125,890 70,259,126 1,071,672
03/07/96-04/18/96 NG 11,083,832 6,750,471 113,126
03/07/96-06/20/96 SK 42,221,800 6,241,041 (31,220)
03/21/96-06/20/96 CD 1,809,777 1,318,588 4,065
03/21/96-06/20/96 CH 11,306,282 9,473,752 246,399
03/07/96-06/30/96 NK 10,659,774 1,665,604 5,905
03/21/96-04/18/96 NZ 2,343,965 1,573,642 (62,865)
03/21/96 XE 2,612,071 3,288,686 15,583
------------ ----------
$227,874,562 $2,040,414
============ ----------
FOREIGN CURRENCY PURCHASES:
03/01/96-06/20/96 DM 102,395,680 $ 69,876,627 $ (725,380)
03/01/96-06/20/96 IT 33,654,133,466 21,482,184 408,728
03/07/96-06/20/96 SP 989,829,153 7,954,100 (8,229)
03/07/96-06/20/96 FF 92,756,114 17,259,873 (100,772)
03/20/96-06/20/96 UK 25,679,764 39,159,074 (186,210)
03/21/96-06/20/96 AD 5,562,691 4,236,739 110,207
03/21/96 BF 35,584,710 1,178,417 (25,447)
03/21/96-04/18/96 CD 1,917,062 1,396,787 1,422
03/21/96-04/18/96 CH 7,282,316 6,088,361 (211,696)
03/21/96-06/20/96 DK 77,895,650 13,730,158 (124,980)
03/21/96-06/20/96 J(YEN) 7,849,179,736 75,295,977 (496,309)
03/21/96-06/20/96 NG 6,625,870 4,040,839 (19,558)
03/21/96 NK 13,549,314 2,117,001 (12,464)
03/21/96-04/18/96 NZ 2,339,201 1,567,900 45,260
03/21/96-06/20/96 SK 39,672,300 5,870,231 (61,505)
03/21/96 XE 2,909,062 3,662,607 (42,664)
------------ -----------
$274,916,875 $(1,449,597)
============ -----------
$ 590,817
============
</TABLE>

CURRENCY LEGEND
AD Australian Dollar MR Malaysian Ringgitt
BF Belgian Franc NG Netherlands Guilder
CD Canadian Dollar NK Norwegian Kroner
CH Swiss Frank NZ New Zealand Dollar
DK Danish Kroner SD Singapore Dollar
DM German Mark SK Swedish Krona
FF French Franc SP Spanish Peseta
IT Italian Lira UK British Pounds Sterling
J(YEN) Japanese Yen XE European Currency Unit

<PAGE> 119

NOTES TO FINANCIAL STATEMENTS (Concluded)
================================================================================

FEBRUARY 29, 1996

6. INVESTMENT TRANSACTIONS
The cost of security purchases and the proceeds from the sale of securities,
other than short-term investments and U.S. government securities, during the
period ended February 29, 1996, were as follows:

<TABLE>
<CAPTION>
PURCHASES SALES
(000) (000)
--------- --------
<S> <C> <C>
International Equity Portfolio $313,924 $355,100
European Equity Portfolio 41,082 24,083
Pacific Basin Equity Portfolio 48,305 19,295
Emerging Markets Equity Portfolio 86,563 28,557
International Fixed Income Portfolio 199,208 156,257
</TABLE>

For Federal income tax purposes, the cost of securities owned at February
29, 1996 and the net realized gains or losses on securities sold for the period
then ended was not materially different from the amounts reported for financial
reporting purposes. The aggregate gross unrealized appreciation and depreciation
at February 29, 1996 for the Portfolios is as follows:

<TABLE>
<CAPTION>
NET
UNREALIZED
APPRECIATED DEPRECIATED APPRECIATION/
SECURITIES SECURITIES (DEPRECIATION)
(000) (000) (000)
----------- ----------- -------------
<S> <C> <C> <C>
International Equity
Portfolio $33,410 $7,085 $26,325
European Equity Portfolio 10,299 900 9,399
Pacific Basin Equity
Portfolio 3,748 1,523 2,225
Emerging Markets Equity
Portfolio 3,849 2,745 1,104
International Fixed
Income Portfolio 574 2,021 (1,447)
</TABLE>

At February 29, 1996 the Pacific Basin Equity Portfolio had available
realized capital losses to offset future net capital gains of $23,000 and
$259,000 expiring at the fiscal year ending 2003 and 2004, respectively.

Under current tax law, capital losses realized after October 31 may be
deferred and treated as occurring on the first day of the following fiscal year.
The Pacific Basin Equity Portfolio had deferred losses of $427,000 which will
be treated as arising on the first day of the fiscal year ending
February 28, 1997.

7. CONCENTRATION OF RISKS

Each Portfolio invests in securities of foreign issuers in various countries.
These investments may involve certain considerations and risks not typically
associated with investments in the United States, as a result of, among other
factors, the possibility of future political and economic developments and the
level of governmental supervision and regulation of securities markets in the
respective countries. The International Fixed Income Portfolio invests in debt
securities, the market value of which may change in response to interest rate
changes. Also, the ability of the issuers of debt securities held by the
Portfolio to meet their obligations may be a affected by economic and political
developments in a specific country, industry or region.

8. SUBSEQUENT EVENT

Effective March 25, 1996, all the assets and liabilities of the European Equity
Portfolio and Pacific Basin Portfolio were trasferred to the International
Equity Portfolio in a tax-free reorganization pursuant to a Reorganization
Agreement approved by the shareholders. The net asset value of the European
Equity and Pacific Basin Portfolios of $81,709,082 and $68,655,364,
respectively, were transferred to the International Equity Portfolio, in
exchange for 8,126,302 and 6,828,057 shares of the International Equity
Portfolio; those shares were then distributed to shareholders in liquidation of
the European Equity and Pacific Basin Equity Portfolios.

<PAGE> 120

PART C: OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits:

(a) Financial Statements

1. The Registrant's audited financial statements for the
International Equity Portfolio (formerly the Core International Equity
Portfolio), European Equity Portfolio, Pacific Basin Equity Portfolio, Emerging
Markets Equity Portfolio and International Fixed Income Portfolio for the
fiscal year ended February 29, 1996, including Price Waterhouse LLP's report
thereon, included in the Statement of Additional Information, filed as part of
this Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A (File No. 33-22821) as filed with the Securities and
Exchange Commission on April 25, 1996, are filed herein.

<TABLE>
<CAPTION>
<S> <C> <C>
(b) Exhibits

(1) Agreement and Declaration of Trust(1)
(2) By-Laws(1)
(3) Not Applicable
(4) Not Applicable
(5)(a) Management Agreement between Registrant and SEI Financial Management Company(2)
(5)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc.(4)
(5)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.(6)
(5)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding
the International Fixed Income Portfolio(8)
(5)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services
Ltd.(10)
(5)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management
International Limited(10)
(5)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management
Corporation.(12)
(5)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P.(12)
(5)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment
Services Ltd.(12)
(5)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management
International Limited(12)
(5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P.(12)
(5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc.(12)
(5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited.(12)
(5)(n) Form of Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder
Capital Management International Limited.*
(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell
Investment Services Limited.*
(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Acadian Asset
Management, Inc.*
(5)(q) Investment Advisory Agreement between Registrant and SEI Financial Management Corporation.*
(6) Distribution Agreement between Registrant and SEI Financial Services Company(2)
(7) Not Applicable
(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company(3)
</TABLE>

<PAGE> 121

<TABLE>
<S> <C>
(8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A.(7)
(9) Not Applicable
(10) Opinion and Consent of Counsel(2)
(11) Consent of Independent Accountants*
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan (Class D)(8)
(15)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)(9)
(15)(c) Form of Distribution Plan (International Fixed Income Portfolio)(9)
(15)(d) Rule 18f-3 Multiple Class Plan(13)
(16) Performance Quotation Computation(5)
(18) Amendment No. 1 to Rule 18f-3 Multiple Class Plan relating to Class A and D shares.*
(24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard, Jeffrey A. Cohen, William M.
Doran, F. Wendell Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen V. Romeo and
James M. Storey(11)

-----------------
* Filed herewith
(1) Incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File No. 33-
22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988
(2) Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on August 30, 1988
(3) Incorporated herein by reference to Item (8) of Part C of Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on
September 16, 1988
(4) Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 16, 1991
(5) Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 30, 1992
(6) Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993
(7) Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March
31, 1993
(8) Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993
(9) Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993
(10) Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994
(11) Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on October 28, 1994
(12) Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995
</TABLE>

<PAGE> 122

<TABLE>
<S> <C>
(13) Incorporated herein by reference to Registrant's
Registration Statement on Form N-14 (File No. 33-65361),
filed with the SEC on December 22, 1995
</TABLE>

ITEM 25. Persons Controlled by or Under Common Control with Registrant

See the Prospectus and Statement of Additional Information regarding
the Trust's control relationships. The Manager is a subsidiary of SEI
Corporation which also controls the distributor of the Registrant (SEI
Financial Services Company) and other corporations engaged in providing various
financial and record keeping services, primarily to bank trust departments,
pension plan sponsors and investment managers.

ITEM 26. Number of Holders of Securities:

As of April 1, 1996:

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Units of beneficial interest, without par value--
International Equity Portfolio--Class A . . . . . . . . . . 208
International Fixed Income Portfolio-Class A . . . . . . . . 112
Emerging Markets Equity Portfolio-Class A . . . . . . . . . 56
</TABLE>

ITEM 27. Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as
Exhibit 1 to the Registration Statement is incorporated by reference. Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by trustees, directors, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suit or
proceeding) is asserted by such trustees, directors, officers or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 28. Business and Other Connections of Investment Adviser:

Strategic Fixed Income L.P.

Strategic Fixed Income L.P. ("Strategic") is the investment
sub-adviser for Registrant's International Fixed Income Portfolio. The
principal business address of Strategic is 1001 Nineteenth Street North, 16th
Floor, Arlington, Virginia 22209. Strategic is an investment adviser
registered under the Advisers Act.

The list required by this Item 28 of officers and directors of
Strategic, together with information as to any other business, profession,
vocation or employment of substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules
A and D of Form ADV filed by Strategic pursuant to the Advisers Act (SEC File
No. 801-38734).

<PAGE> 123

Morgan Grenfell Investment Services Limited

Morgan Grenfell Investment Services Limited ("Morgan Grenfell") is
the investment sub-adviser for Registrant's International Equity Portfolio.
The principal business address of Morgan Grenfell is 20 Finsbury Circus, London
EC2M INB, England. Morgan Grenfell is an investment adviser registered under
the Advisers Act.

The list required by this Item 28 of officers and directors of Morgan
Grenfell, together with information as to any other business, profession,
vocation or employment of substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules
A and D of Form ADV filed by Morgan Grenfell pursuant to the Advisers Act (SEC
File No. 801-12880).

Schroder Capital Management International Limited

Schroder Capital Management International Limited ("Schroder") is
the investment sub-adviser for Registrant's International Equity Portfolio.
The principal business address of Schroder is 33 Gutter Lane, London EC2V 8AS,
England. Schroder is an investment adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of
Schroder, together with information as to any other business, profession,
vocation or employment of substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules
A and D of Form ADV filed by Schroder pursuant to the Advisers Act (SEC File
No. 801-15834).

SEI Financial Management Corporation

SEI Financial Management Corporation ("SFM") is the investment adviser
for Registrant's International Equity, Emerging Markets Equity and
International Fixed Income Portfolios. The principal address of SFM is 680
East Swedesford Road, Wayne, Pennsylvania 19087. SFM is an investment adviser
registered under the Advisers Act.

The list required by this Item 28 of officers and directors of SFM,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by SFM pursuant to the Advisers Act (SEC File No. 801-24593).

Montgomery Asset Management, L.P.

Montgomery Asset Management, L.P. ("MAM") is the investment
sub-adviser for Registrant's Emerging Markets Equity Portfolio. The principal
address of MAM is 600 Montgomery Street, San Francisco, California 94111. MAM
is an investment adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of MAM,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by MAM pursuant to the Advisers Act (SEC File No. 801-36790).

Acadian Asset Management, Inc.

Acadian Asset Management, Inc. ("Acadian") is the investment
sub-adviser for Registrant's International Equity Portfolio. The principal
address of Acadian is Two International Place, 26th Floor, Boston,
Massachusetts 02110. Acadian is an investment adviser registered under the
Advisers Act.

<PAGE> 124

The list required by this Item 28 of officers and directors of
Acadian, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules
A and D of Form ADV filed by Acadian pursuant to the Advisers Act (SEC File No.
801-28078).

ITEM 29. Principal Underwriters:

(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently
distributing securities of the Registrant also acts as a
principal underwriter, depositor or investment adviser:

Registrant's distributor, SEI Financial Services Company ("SFS"), acts
as distributor for:

<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Insurance Investment Products Trust December 30, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
</TABLE>

SFS 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").

<PAGE> 125

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Charles A. Marsh Executive Vice President-Capital Resources Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President President & Chief
Executive Officer
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Vice President &
Secretary Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Vic Galef Managing Director --
Kim Kirk Managing Director --
John Krzeminski Managing Director --
Carolyn McLaurin Managing Director & Vice President --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Mick Duncan Team Leader Assistant Secretary
Robert S. Ludwig Team Leader & Vice President Assistant Secretary
Vicki Malloy Team Leader Assistant Secretary
Robert Aller Vice President --
Steve Bendinelli Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary
Ed Daly Vice President --
Jeff Drennen Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
</TABLE>

<PAGE> 126

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------

<S> <C> <C>
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
W. Kelso Morrill Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President &
Assistant Secretary
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President &
Assistant Secretary
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>

ITEM 30. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and
(b); (3); (6); (8); (12); and 31a-1(d), the required books and records
are maintained at the offices of the Portfolios' Custodians:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY 11245

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4);
(2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the
required books and records are maintained at the offices of
Registrant's Manager:

SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087

(d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and
31a-1(f), the required books and records are maintained at the offices
of Registrant's Advisers:

Strategic Fixed Income L.P.
1001 Nineteenth Street North, 17th Floor
Arlington, VA 22209

<PAGE> 127

Morgan Grenfell Investment Services Limited
20 Finsbury Circus
London EC2M INB
England

Schroder Capital Management International Limited
33 Gutter Lane
London ECZV 8AS
England

SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087

Montgomery Asset Management, L.P.
600 Montgomery Street
San Francisco, CA 94111

Acadian Asset Management, Inc.
Two International Place, 26th Floor
Boston, MA 02110

ITEM 31. Management Services: None.

ITEM 32. Undertakings:

Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the 1940 Act inform the Board of Trustees of
their desire to communicate with shareholders of the Trust, the Trustees will
inform such shareholders as to the approximate number of shareholders of record
and the approximate costs of mailing or afford said shareholders access to a
list of shareholders.

Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee(s) when requested
in writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to comply with the provisions of
Section 16(c) of the 1940 Act relating to shareholder communications.

Registrant hereby undertakes to furnish, upon request and without
charge, to each person to whom a prospectus is delivered, a copy of the
Registrant's latest annual report to Shareholders, when such annual report is
issued containing information called for by Item 5A of Form N-1A.

<PAGE> 128

NOTICE

A copy of the Agreement and Declaration of Trust of SEI International
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.

<PAGE> 129

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF WAYNE, COMMONWEALTH OF PENNSYLVANIA ON THE 24TH DAY OF APRIL, 1996.

SEI INTERNATIONAL TRUST

By /s/ DAVID G. LEE
-------------------------
David G. Lee, President

ATTEST:

/s/ JEFFREY A. COHEN
- -------------------------------
Jeffrey A. Cohen, Controller &
Chief Financial 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 DATES INDICATED.

<TABLE>
<S> <C> <C>
* Trustee April 24, 1996
- --------------------------------------
Richard F. Blanchard

* Trustee April 24, 1996
- -------------------------------------
William M. Doran

* Trustee April 24, 1996
- -------------------------------------
F. Wendell Gooch

* Trustee April 24, 1996
- -------------------------------------
Frank E. Morris

* Trustee April 24, 1996
- -------------------------------------
James M. Storey

* Trustee April 24, 1996
- -------------------------------------
Robert A. Nesher

/s/ JEFFREY A. COHEN Controller & Chief Financial April 24, 1996
- ------------------------------------- Officer
Jeffrey A. Cohen

*By /s/ DAVID G. LEE
---------------------------------
David G. Lee
Attorney-in-Fact
</TABLE>

<PAGE> 130

<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
<S> <C>
(1) Agreement and Declaration of Trust(1)
(2) By-Laws(1)
(3) Not Applicable
(4) Not Applicable
(5)(a) Management Agreement between Registrant and SEI Financial Management Company(2)
(5)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc.(4)
(5)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.(6)
(5)(d) Schedule C to Management Agreement between Registrant and SEI Financial
Management Company adding the International Fixed Income Portfolio(8)
(5)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment
Services Ltd.(10)
(5)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International
Limited(10)
(5)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management
Corporation.(12)
(5)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P.(12)
(5)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services
Ltd.(12)
(5)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International
Limited(12)
(5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset (Management L.P.(12)
(5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc.(12)
(5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited.(12)
(5)(n) Form of Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder
Capital Management International Limited.*
(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell
Investment Services Limited.*
(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Acadian Asset
Management, Inc.*
(5)(q) Investment Advisory Agreement between Registrant and SEI Financial Management Corporation*
(6) Distribution Agreement between Registrant and SEI Financial Services Company(2)
(7) Not Applicable
(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company(3)
(8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A.(7)
(9) Not Applicable
(10) Opinion and Consent of Counsel(12)
(11) Consent of Independent Accountants*
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan (Class D)(8)
(15)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)(9)
(15)(c) Form of Distribution Plan (International Fixed Income Portfolio)(9)
(15)(d) Rule 18f-3 Multiple Class Plan(13)
(16) Performance Quotation Computation (5)
(18) Amendment No. 1 to Rule 18f-3 Multiple Class Plan relating to Class A and D shares*
(24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard, Jeffrey A. Cohen, William M. Doran, F.
Wendell Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen V. Romeo, and James A. Storey(11)
- --------------
</TABLE>

* Filed herewith

<PAGE> 131

<TABLE>
<S> <C>
1 Incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File No. 33-22821)
filed with the Securities and Exchange Commission ("SEC") on June 30, 1988
2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File No.33-22821), filed with the SEC on August 30, 1988
3 Incorporated herein by reference to Item (8) of Part C of Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988
4 Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on May 16, 1991
5 Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on June 30, 1992
6 Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993
7 Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993
8 Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993
9 Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993
10 Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994
11 Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on October 28, 1994
12 Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's Registration Statement
on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995
13 Incorporated herein by reference to Registrant's Registration Statement on Form N-14 (File No. 33-65361),
filed with the SEC on December 22, 1995
</TABLE>

<PAGE> 1
Exhibit 5(n)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST

AGREEMENT made this 14th day of December, 1995, by and among SEI
Financial Management Corporation, (the "Adviser") and Schroder Capital
Management International Limited (the "Sub-Adviser").

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

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

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

NOW, THEREFORE, the parties hereto agree as follows:

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

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

(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the instructions
and directions of the Adviser and of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, and all other applicable federal and
state laws and regulations, as each is amended from time to time.

(c) The Sub-Adviser shall determine the Assets to be purchased or sold by
the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage
set forth in the Portfolio's Registration Statement (as defined herein)
and Prospectus or as the Board of Trustees or the Adviser may direct
from time to time, in conformity with federal securities laws. In
executing Portfolio transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the
Portfolio the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a
particular transaction the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Portfolio and/or
other accounts over which the Sub-Adviser or an affiliate of the
Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of
Trustees, to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in
<PAGE> 2
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided
by such broker or dealer - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser
to the Portfolio. In addition, the Sub-Adviser if authorized to
allocate purchase and sale orders for securities to brokers or dealers
(including brokers and dealers that are affiliated with the Adviser,
Sub- Adviser or the Trust's principal underwriter) to take into account
the sale of shares of the Trust if the Sub-Adviser believes that the
quality of the transaction and the commission are comparable to what
they would be with other qualified firms. In no instance, however, will
the Portfolio's Assets be purchased from or sold to the Adviser,
Sub-Adviser, the Trust's principal underwriter, or any affiliated
person of either the Trust, Adviser, the Sub-Adviser or the principal
underwriter, acting as principal in the transaction, except to the
extent permitted by the Securities and Exchange Commission and the 1940
Act.

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

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

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

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

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

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

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

2
<PAGE> 3
construed to relieve the Sub-Adviser of responsibility for compliance
with the Portfolio's investment objectives, policies, and restrictions,
as provided in Section 1 hereunder, in connection with its management
of the Assets.

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

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

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

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

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

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

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

3
<PAGE> 4
Agreement.

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

8. DURATION AND TERMINATION. This Agreement shall become effective upon
execution by the parties and shall continue in effect for a period of
more than two years from the date hereof only so long as continuance is
specifically approved at least annually in conformance with the 1940
Act; provided, however, that this Agreement may be terminated with
respect to the Portfolio (a) by the Portfolio at any time, without the
payment of any penalty, by the vote of a majority of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities
of the Portfolio, (b) by the Adviser at any time, without the payment
of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any
time, without the payment of any penalty, on 90 days' written notice to
the Adviser. This Agreement shall terminate automatically and
immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Trust. As used in this
Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject
to such exceptions as may be granted by the Commission under the 1940
Act.

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

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

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

To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department

To the Sub-Adviser at: Schroder Capital Management International
Limited
33 Gutter Lane
London EC2V 8AS England
Attention: Chief Executive

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

4
<PAGE> 5
13. MISCELLANEOUS. In addition to being registered as an investment adviser
under said U.S. Investment Advisers Act of 1940, the Sub-Adviser is
registered with the United Kingdom Investment Management Regulatory
Organization ("IMRO"). The Sub-Adviser confirms that the Trust is a
Non-private Customer as defined by IMRO. The Trust confirms that it has
taken legal advice on this Agreement, independent of the Sub-Adviser.

The presence of exculpatory language in this Agreement shall not be
deemed by the Trust, the Adviser, the Sub-Adviser or any other party
appointed in connection with this Agreement as in any way limiting
causes of action and remedies which may, notwithstanding such language,
be available to the Trust, either under common law or statutory law
principles applicable to fiduciary relationships under the federal
securities laws.

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

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

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

SEI Financial Management Corporation Schroder Capital Management
International Limited

By: By:
________________________________ ______________________________

Name:________________________________ Name:______________________________

Title:_______________________________ Title:_____________________________

5
<PAGE> 6
SEI INTERNATIONAL TRUST -- INTERNATIONAL EQUITY PORTFOLIO

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED

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

During the period from the effective date of this Agreement until the
date on which the shareholders of the Portfolio approve (1) the
proposed increase in the contractual investment advisory fee paid to
the Adviser and (2) this Agreement (the "Shareholder Approval Date"),
the Adviser shall pay the Sub- Adviser:

.325% on the first $300 million
.20% thereafter

After the Shareholder Approval Date, the Adviser shall pay the
Sub-Adviser:

.50% on the first $100 million
.30% on the next $50 million
.20% thereafter

<PAGE> 1
Exhibit 5(o)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST

AGREEMENT made this 15th day of March, 1996, by and among SEI Financial
Management Corporation, (the "Adviser") and Morgan Grenfell Investment Services
Limited (the "Sub-Adviser").

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

NOW, THEREFORE, the parties hereto agree as follows:

7
<PAGE> 2
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided
by such broker or dealer - viewed in terms of that particular
transaction or terms of the overall responsibilities of the Sub-Adviser
to the Portfolio. In addition, the Sub-Adviser if authorized to
allocate purchase and sale orders for securities to brokers or dealers
(including brokers and dealers that are affiliated with the Adviser,
Sub- Adviser or the Trust's principal underwriter) to take into account
the sale of shares of the Trust if the Sub-Adviser believes that the
quality of the transaction and the commission are comparable to what
they would be with other qualified firms. In no instance, however, will
the Portfolio's Assets be purchased from or sold to the Adviser,
Sub-Adviser, the Trust's principal underwriter, or any affiliated
person of either the Trust, Adviser, the Sub-Adviser or the principal
underwriter, acting as principal in the transaction, except to the
extent permitted by the Securities and Exchange Commission and the 1940
Act.

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

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

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

8
<PAGE> 3
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Portfolio
pursuant to the Advisory Agreement and shall oversee and review the
Sub-Adviser's performance of its duties under this Agreement; provided,
however, that nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Portfolio's
investment objectives, policies, and restrictions, as provided in
Section 1 hereunder, in connection with its management of the Assets.

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

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

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

9
<PAGE> 4
indemnify or otherwise hold the Adviser harmless under this Section 7
where the claim against, or the loss, liability or damage experienced
by the Adviser, is caused by or is otherwise directly related to the
Adviser's own willful misfeasance, bad faith or negligence, or to the
reckless disregard of its duties under this Agreement.

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

This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Portfolio (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the
Portfolio, (b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written
notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the
Adviser. This Agreement shall terminate automatically and immediately
in the event of its assignment, or in the event of a termination of the
Adviser's agreement with the Trust. As used in this Section 8, the
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the Commission under the 1940 Act.

To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department

To the Sub-Adviser at: Morgan Grenfell Investment Services Limited
20 Finsbury Circus
London EC2M INB England
Attention: President

10
<PAGE> 5
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Portfolio or the Trust.

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

SEI Financial Management Corporation Morgan Grenfell Investment
Services Limited

By: /s/Todd Cipperman By: /s/A.M. Wheatley /s/M. Bullock
-------------------------------- --------------------------------

Name: Todd Cipperman Name: A.M. Wheatley M. Bullock

Title: Vice President Title: Director Director

11
<PAGE> 6
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
MORGAN GRENFELL INVESTMENT SERVICES LIMITED

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

International Equity Portfolio .325%

<PAGE> 1
Exhibit 5(p)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST

AGREEMENT made this 15th day of March, 1996, by and among SEI Financial
Management Corporation, (the "Adviser") and Acadian Asset Mangement, Inc. (the
"Sub-Adviser").

NOW, THEREFORE, the parties hereto agree as follows:

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

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

(c) The Sub-Adviser shall determine the securities to be purchased or sold
by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage
set forth in the Portfolio's Registration Statement (as defined herein)
and Prospectus or as the Board of Trustees or the Adviser may direct
from time to time, in conformity with federal securities laws. In
executing Portfolio transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the
Portfolio the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a
particular transaction the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Portfolio and/or
other accounts over which the Sub-Adviser or an affiliate of the
Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of
Trustees, to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for any of the Portfolios which

13
<PAGE> 2
is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if, but only if, the
Sub-Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer - viewed in terms of that
particular transaction or terms of the overall responsibilities of the
Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if
authorized to allocate purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that
are affiliated with the Sub- Adviser or the Trust's principal
underwriter) to take into account the sale of shares of the Trust if
the Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified
firms. In no instance, however, will any Portfolio's securities be
purchased from or sold to the Sub-Adviser, the Trust's principal
underwriter, or any affiliated person of either the Trust, the
Sub-Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and
Exchange Commission and the 1940 Act.

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

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

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

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

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

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

3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or

14
<PAGE> 3
authenticated of each of the following documents:

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

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

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

15
<PAGE> 4
upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so
selected and approved shall be without the protection accorded by
shareholder approval of an investment adviser's receipt of compensation
under Section 36(b) of the 1940 Act.

This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Portfolio (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of such
Portfolio, (b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written
notice to the other party, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the
other party. This Agreement shall terminate automatically and
immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Trust. As used in this
Section 8, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject
to such exceptions as may be granted by the Commission under the 1940
Act.

To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department

To the Sub-Adviser at: Acadian Asset Mangement, Inc.
260 Franklin Street
Boston, MA 02110
Attention: President

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

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

16
<PAGE> 5
SEI Financial Management Corporation Acadian Asset Mangement, Inc.

By: /s/ Todd Cipperman By: James W. Graves

Title: Vice President Title: Senior Vice President
<PAGE> 6
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
ACADIAN ASSET MANGEMENT, INC.

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

<TABLE>
<S> <C>
International Equity .325% on first $150 million
.25% on next $100 million
.20% over $300 million
</TABLE>

<PAGE> 1
Exhibit 5(q)

INVESTMENT ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST

AGREEMENT made this 16th day of December, 1994, by and between SEI
International Trust, a Massachusetts business trust (the "Trust"), and SEI
Financial Management Corporation, (the "Adviser").

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several portfolios of shares, each having its own investment
policies; and

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Core International Equity and Emerging
Markets Equity Portfolios and such other portfolios as the Trust and the Adviser
may agree upon (the "Portfolios"), and the Adviser is willing to render such
services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of - the assets, to hire (subject to the
approval of the Trust's Board of Trustees and, except as otherwise
permitted under the terms of any exemptive relief obtained by the
Adviser from the Securities and Exchange Commission, or by rule or
regulation, a majority of the outstanding voting securities of any
affected Portfolio(s)) and thereafter supervise the investment
activities of one or more sub-advisers deemed necessary to carry out
the investment program of any Portfolios of the Trust, and to
continuously review, supervise and (where appropriate) administer the
investment program of the Portfolios, to determine in its discretion
(where appropriate) the securities to be purchased or sold, to provide
the Administrator and the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The retention of a sub-adviser by the Adviser shall
not relieve the Adviser of its responsibilities under this Agreement.

The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish, and
in compliance with the objectives, policies, and limitations for each
such Portfolio set forth in the Trust's prospectus and statement of
additional information, as amended from time to time (referred to
collectively as the "Prospectus"), and applicable laws and regulations.
The Trust will furnish the Adviser from time to time with copies of all
amendments or supplements to the Prospectus, if any.

The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it
to perform the services on the terms and for the compensation provided
herein. The Adviser will not, however, pay for the cost of securities,
commodities, and other investments (including brokerage commissions and
other transaction charges, if any) purchased or sold for the Trust.

2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies
properly certified or authenticated of each of the following:

(a) The Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as presently in effect and as it
shall from time to time be amended, is herein called the "Declaration
of Trust");

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

19
<PAGE> 2

3. OTHER COVENANTS. The Adviser agrees that it:

(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with other applicable
law;

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

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate(s) specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end of
each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets of the Portfolio. The fee shall be based on the average
daily net assets for the month involved. The Adviser may, in its
discretion and from time to time, waive a portion of its fee.

All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.

5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute
or regulatory authority of any jurisdiction in which Shares are
qualified for offer and sale, the Adviser shall bear such excess cost.

20
<PAGE> 3

However, the Adviser will not bear expenses of the Trust or any
Portfolio which would result in the Trust's inability to qualify as a
regulated investment company under provisions of the Internal Revenue
Code. Payment of expenses by the Adviser pursuant to this Section 5
shall be settled on a monthly basis (subject to fiscal year end
reconciliation) by a waiver of the Adviser's fees provided for
hereunder, and such waiver shall be treated as a reduction in the
purchase price of the Adviser's services.

6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if
applicable, the same such documents and information pertaining to any
sub- adviser as the Trust may reasonably request.

7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not
impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. To the extent that
the purchase or sale of securities or other investments of any issuer
may be deemed by the Adviser to be suitable for two or more accounts
managed by the Adviser, the available securities or investments may be
allocated in a manner believed by the Adviser to be equitable to each
account. It is recognized that in some cases this may adversely affect
the price paid or received by the Trust or the size or position
obtainable for or disposed by the Trust or any Portfolio.

8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser (or
any sub-adviser) on behalf of the Trust are the property of the Trust
and will be surrendered promptly to the Trust on request. The Adviser
further agrees to preserve for the periods prescribed in Rule 31a-2
under the 1940 Act the records required to be maintained under Rule
31a-1 under the 1940 Act.

9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall
be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable state law which cannot be waived or
modified hereby. (As used in this Section 9, the term "Adviser" shall
include directors, officers, employees and other corporate agents of
the Adviser as well as that corporation itself).

10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise subject to the
provisions of applicable law. All such interests shall be fully
disclosed between the parties on an ongoing basis and in the Trust's
Prospectus as required by law. In addition, brokerage transactions for
the Trust may be effected through affiliates of the Adviser or any
sub-adviser if approved by the Board of Trustees, subject to the rules
and regulations of the Securities and Exchange Commission.

11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those

<PAGE> 4

Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if the
shareholders of any Portfolio fail to approve the Agreement as provided
herein, the Adviser may continue to serve hereunder in the manner and
to the extent permitted by the 1940 Act and rules and regulations
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.

This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment.

As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the Securities and Exchange Commission.

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

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

To the Adviser at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department

To the Trust at: SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attn: Legal Department

14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

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

A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.

No Portfolio of the Trust shall be liable for the obligations of any other
Portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of a particular Portfolio for payment of

<PAGE> 5

fees for services rendered to that Portfolio.

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

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

SEI International Trust SEI Financial Management Corporation

By: /s/Kevin P. Robins By: /s/Robert B. Carroll

- --------------------------------------------------------------------------------
Attest: /s/Robert B. Carroll Attest: /s/Kevin P. Robins

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

<PAGE> 6

AMENDED SCHEDULE DATED MARCH 15, 1996
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED DECEMBER 16, 1994 BETWEEN
SEI INTERNATIONAL TRUST
AND
SEI FINANCIAL MANAGEMENT CORPORATION

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

<TABLE>
<S> <C>
Emerging Markets Equity Portfolio 1.05%
International Equity Portfolio (formerly, Core .505%
International Equity Portfolio)
Pacific Basin Equity .55%
European Equity .475%
</TABLE>

<PAGE> 1

EXHIBIT 99.B11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 21 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated April
10, 1996, relating to the financial statements and financial highlights of SEI
International Trust, which appears in such Statement of Additional Information,
and to the incorporation by reference of our report into the Prospectus which
constitutes part of this Registration Statement. We also consent to the
reference to us under the headings "Financial Statements" and "Experts" in such
Statement of Additional Information and to the references to us under the
headings "Financial Highlights" and "General Information - Counsel and
Independent Accountants" in such Prospectus.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
April 24, 1996

<PAGE> 1
EXHIBIT 99.B18

SEI INTERNATIONAL TRUST
CERTIFICATE OF CLASS DESIGNATION

Class A Shares

1. Class-Specific Distribution Arrangements; Other Expenses

Class A shares are sold without a sales charge, but are subject to a
shareholder servicing fee of up to .25% payable to the Distributor. The
Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares; (i) maintaining
accounts relating to clients that invest in shares; (ii) providing information
periodically to clients showing their position in shares; (iii) arranging for
bank wires; (iv) responding to client inquiries relating to the services
performed by the Distributor or any service provider; (v) responding to
inquiries from clients concerning their investments in shares; (vi) forwarding
shareholder communications from the Portfolio (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to clients; (vii) processing purchase, exchange and redemption
requests from clients and placing such orders with the Portfolio or its service
providers; (viii) assisting clients in changing dividend options, account
designations, and addresses; (ix) providing subaccounting with respect to
shares beneficially owned by clients; (x) processing dividends payments from
the Portfolio on behalf of clients; and (xi) providing such other similar
services as the Portfolio may reasonably request to the extent that the
Distributor and/or the service provider is permitted to do so under applicable
laws or regulations.

2. Eligibility of Purchasers

Class A shares do not require a minimum initial investment and are
available only to financial institutions and intermediaries.

3. Exchange Privileges

Class A shares of each Portfolio may be exchanged for Class A shares of
each other Portfolio of the Trust in accordance with the procedures disclosed in
the Portfolio's Prospectus and subject to and applicable limitations resulting
from the closing of Portfolios to new investors.

4. Voting Rights

Each Class A shareholder will have one vote for each full Class A share
held and a fractional vote for each fractional Class A share held. Class A
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class A (such as a distribution plan or
service agreement relating to Class A), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class A
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class A shares do not have a conversion feature.

<PAGE> 2
SEI INTERNATIONAL TRUST
CERTIFICATE OF CLASS DESIGNATION

Class D Shares

1. Class-Specific Distribution Arrangements: Other Expenses

Class D shares are sold with a sales charge, and are subject to Rule
12b-1 distribution plan payments of up to .30% for the International Equity
Portfolio payable to the Distributor. The Distributor may use this fee for (i)
compensation for its services in connection with distribution assistance or
provision of shareholder services; or (ii) payments to financial institutions
and intermediaries such as banks, savings and loan associations, insurance
companies and investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries as compensation for services or reimbursement of
expenses incurred in connection with distribution assistance or provision of
shareholder services.

2. Eligibility of Purchasers

Class D shares require a minimum initial investment of $1,000 and may be
purchased through intermediaries which provide various levels of shareholder
services to their customers.

3. Exchange Privileges

Class D shares of each Portfolio may be exchanged for Class D shares of
each other Portfolio of the Trust in accordance with the procedures disclosed in
the Portfolio's Prospectus and subject to and applicable limitations resulting
from the closing of Portfolios to the new investors.

4. Voting Rights

Each Class D shareholder will have one vote for each full Class D share
held and a fractional vote for each fractional Class D share held. Class D
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class D (such as a distribution plan or
service agreement relating to Class D), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class D
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class D shares do not have a conversion feature.

<PAGE> 1
EXHIBIT 99.B24