SEI INTERNATIONAL TRUST
DEFA14A, 1996-06-06
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<PAGE>   1
                            SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.)
Filed by the Registrant / X /
Filed by a Party other than the Registrant /  /

Check the appropriate box:

/   /    Preliminary Proxy Statement
/   /    Definitive Proxy Statement
/ X /    Definitive Additional Materials
/   /    Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12

                           SEI INTERNATIONAL TRUST
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/   /    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
         14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/   /    $500 per each party to the controversy pursuant to Exchange Act Rule
         14a-6(i)(3).
/   /    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
         0-11.

         1)      Title of each class of securities to which transaction
                 applies:

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         2)      Aggregate number of securities to which transaction applies:

                 --------------------------------------------------------------
         3)      Per unit price or other underlying value of transaction
                 computed pursuant to Exchange Act Rule 0-11 (Set forth the
                 amount on which the filing fee is calculated and state how it
                 was determined):

                 --------------------------------------------------------------
         4)      Proposed maximum aggregate value of transaction:

                 --------------------------------------------------------------
         5)      Total fee paid:

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

/ X /    Fee paid previously with preliminary materials.

/   /    Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.
         1)      Amount Previously Paid:

                 --------------------------------------------------------------
         2)      Form, Schedule or Registration Statement No.: 

                 --------------------------------------------------------------
         3)      Filing Party: 

                 --------------------------------------------------------------
         4)      Date Filed: 

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<PAGE>   2


May 23, 1996

Dear Shareholder,

A few weeks ago, as a Shareholder of the SEI International Fixed Income
Portfolio, you received a proxy statement and ballot.  Several important
proposals described in the proxy statement were recommended by the SEI Board of
Trustees, but due to the lack of participation from Shareholders, these
proposals were never approved.  We are asking again for your vote.  We need
your vote to insure these recommendations are approved.  Please spend a few
moments to review this letter, and mark your ballot accordingly.

It is easy to participate.  Simply fill out and sign the enclosed proxy card.
Please mark, sign, and date the enclosed proxy card and return it promptly in
the enclosed envelope.  Even if you are not currently a Shareholder in the
Portfolio, you were a Shareholder of record as of March 4, 1996, and you are
entitled to vote. You may vote for all Proposals by simply signing the ballot,
or you may vote on each Proposal separately.

Your vote is very important to us.  When Shareholders do not vote and do not
return their proxies in sufficient numbers, the expense of follow-up
solicitations such as this may cost your portfolio money.

We encourage you to support the Trustees' recommendations.  These enhancements
are evidence of our continuing commitment to improving returns and managing the
risk of your portfolio.  The proposals described in the proxy statement relate
to the following matters:

1.  Approving the selection of SEI Financial Management Corporation ("SFM") as
    investment adviser for the Portfolio.

2.  Approving the selection of the current investment adviser, Strategic Fixed
    Income, L.P., as sub-adviser to the Portfolio.

3.  Authorizing the Board of Trustees to approve additional and replacement
    sub-advisers for the Portfolio without the approval of the Shareholders.

4.  Approving certain changes to the fundamental policies of the Portfolio.


Please call 1-800-DIAL SEI if you have any questions about the proposals under
consideration.  Thank you for taking the time to consider these important
proposals and for your investment in the SEI Funds.

Sincerely,

/s/ DAVID G. LEE

David G. Lee
President and Chief Executive Officer







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