<PAGE> 1
SEI INTERNATIONAL TRUST
INTERNATIONAL EQUITY PORTFOLIO
SUPPLEMENT DATED JANUARY 3, 1997
TO THE CLASS A PROSPECTUS DATED JUNE 28, 1996
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED
IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS.
At a meeting held on December 9-10, 1996, the Board of Trustees of SEI
International Trust (the "Trust"), including all of the Trustees who are not
"interested persons" of the Trust, voted to make certain changes to the
sub-advisers for the International Equity Portfolio (the "Portfolio").
Effective on January 2, 1997, Lazard London International Investment Management
Limited ("Lazard") will serve as a sub-adviser to the Portfolio, replacing
Morgan Grenfell Investment Services Limited ("Morgan Grenfell"). The
appointment of Lazard does not require shareholder approval. This procedure
for adding or replacing sub-advisers was approved by the Portfolio's
shareholders at a special meeting of shareholders held on August 11, 1995, and
was authorized by an exemptive order issued to the Trust by the Securities and
Exchange Commission on April 29, 1996.
In evaluating Lazard (the "Sub-Adviser"), the Trustees received written and
oral information from both SEI Financial Management Corporation ("SFM") and
Lazard. SFM recommended the selection of the Sub-Adviser and reviewed the
considerations and the search process that led to its recommendation. The
Trustees also met with representatives of the Sub-Adviser and considered
information about portfolio managers, investment philosophy, strategies and
process, as well as performance track record, among other factors. In
appointing Lazard, the Trustees carefully evaluated: (1) the nature and quality
of the services expected to be rendered to the Portfolio by the Sub-Adviser;
(2) the distinct investment objective and policies of the Portfolio; (3) the
history, reputation, qualification and background of the personnel of the
Sub-Adviser, and its financial condition; (4) its performance record; and (5)
other factors deemed relevant, including the impact on SFM's profitability.
Trustees also reviewed the fees to be paid to the Sub-Adviser including any
benefits to be received by the Sub-Adviser, or its affiliates in connection
with soft dollar arrangements.
The Trustees of the Trust voted to replace Morgan Grenfell based on the firm's
long-term performance record and an assessment by SFM that Morgan Grenfell's
investment style was no longer suitable for the Portfolio.
Under the Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between SFM (the "Adviser") and Lazard, relating to the Portfolio, the
Sub-Adviser makes investment decisions for the assets of the Portfolio's
allocated to it by SFM, and continuously reviews, supervises and administers
the Portfolio's investment program with respect to these assets. Lazard is
independent of SFM and will discharge its responsibilities subject to the
supervision of SFM and the Trustees of the Trust and in a manner consistent
with the Portfolio's investment objective, policies and limitations. The
Sub-Advisory Agreement is substantially similar to those in existence between
the Adviser and the Trust's other sub-advisers. Specifically, the duties to be
performed under each Agreement are similar, and the standard of care and
termination provisions of the Agreement are identical, to the other agreements.
The Sub-Advisory Agreement will remain in effect until December 1998 (unless
earlier terminated) and will have to be approved annually thereafter by a
majority of the Trust's Trustees, including a majority of the Trustees who are
not "interested persons" of the Trust (as defined in the Investment Company Act
of 1940).
In connection with the appointment of Lazard as sub-adviser to the
International Equity Portfolio, "The Sub-Advisers" section of the Prospectus is
amended and the following disclosure is inserted and the description of Morgan
Grenfell is deleted:
LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
Lazard London International Investment Management Limited ("Lazard") serves as
sub-adviser to a portion of the assets of the Portfolio. Lazard is a
registered investment adviser with its principal business address at 21
Moorfields, London, England EC2P 2HT. Lazard was founded in 1980, and as of
September 30, 1996, it had approximately $5.6 billion in assets
<PAGE> 2
under management. Lazard is a wholly-owned subsidiary of Lazard Holdings
Limited, which is a holding company wholly-owned by Lazard Brothers and Co.,
Limited, an English merchant bank whose principal business address is 21
Moorfields, London, England EC2P 2HT. Lazard offers international investment
services to clients of Lazard Brothers Asset Management Limited ("LBAM"), which
is also wholly-owned by Lazard Holdings Limited. Lazard and LBAM manage
domestic (UK) portfolios and international portfolios for institutions and
private clients, including insurance funds, pension funds, charities and mutual
funds.
Mr. Dino Fuschillo, Director of Lazard, has primary responsibility for the
day-to-day management of the portion of the Portfolio's assets managed by
Lazard. Mr. Fuschillo, a dual employee of Lazard and LBAM, joined LBAM in
1989, and has specialized in European equity management ever since.
The Adviser will pay Lazard a fee based on a percentage of the average monthly
market value of the assets of the Portfolio managed by Lazard.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of Lazard. The principal business address of
the principal executive officer and each of the directors, as it relates to
their position at Lazard, is 21 Moorfields, London, England EC2P 2HT.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Tom Cross Brown Chairman and Chief Executive Officer
Andrew Parry Chief Investment Officer
Michael Barnes Director
Victor Cazalet Director
Dino Fuschillo Director
Hubert Heilbronn Director
Keith Jecks Director
Nicholas Parkes Director
Patrick Shine Director
Francois Voss Director
</TABLE>
Lazard does not serve as an investment adviser or sub-adviser to any other
U.S.-registered investment company.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
2
<PAGE> 3
SEI INTERNATIONAL TRUST
INTERNATIONAL EQUITY PORTFOLIO
SUPPLEMENT DATED JANUARY 3, 1997
TO THE CLASS D PROSPECTUS DATED JUNE 28, 1996
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED
IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS.
At a meeting held on December 9-10, 1996, the Board of Trustees of SEI
International Trust (the "Trust"), including all of the Trustees who are not
"interested persons" of the Trust, voted to make certain changes to the
sub-advisers for the International Equity Portfolio (the "Portfolio").
Effective on January 2, 1997, Lazard London International Investment Management
Limited ("Lazard") will serve as a sub-adviser to the Portfolio, replacing
Morgan Grenfell Investment Services Limited ("Morgan Grenfell"). The
appointment of Lazard does not require shareholder approval. This procedure
for adding or replacing sub-advisers was approved by the Portfolio's
shareholders at a special meeting of shareholders held on August 11, 1995, and
was authorized by an exemptive order issued to the Trust by the Securities and
Exchange Commission on April 29, 1996.
In evaluating Lazard (the "Sub-Adviser"), the Trustees received written and
oral information from both SEI Financial Management Corporation ("SFM") and
Lazard. SFM recommended the selection of the Sub-Adviser and reviewed the
considerations and the search process that led to its recommendation. The
Trustees also met with representatives of the Sub-Adviser and considered
information about portfolio managers, investment philosophy, strategies and
process, as well as performance track record, among other factors. In
appointing Lazard, the Trustees carefully evaluated: (1) the nature and quality
of the services expected to be rendered to the Portfolio by the Sub-Adviser;
(2) the distinct investment objective and policies of the Portfolio; (3) the
history, reputation, qualification and background of the personnel of the
Sub-Adviser, and its financial condition; (4) its performance record; and (5)
other factors deemed relevant, including the impact on SFM's profitability.
Trustees also reviewed the fees to be paid to the Sub-Adviser including any
benefits to be received by the Sub-Adviser, or its affiliates in connection
with soft dollar arrangements.
The Trustees of the Trust voted to replace Morgan Grenfell based on the firm's
long-term performance record and an assessment by SFM that Morgan Grenfell's
investment style was no longer suitable for the Portfolio.
Under the Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between SFM (the "Adviser") and Lazard, relating to the Portfolio, the
Sub-Adviser makes investment decisions for the assets of the Portfolio's
allocated to it by SFM, and continuously reviews, supervises and administers
the Portfolio's investment program with respect to these assets. Lazard is
independent of SFM and will discharge its responsibilities subject to the
supervision of SFM and the Trustees of the Trust and in a manner consistent
with the Portfolio's investment objective, policies and limitations. The
Sub-Advisory Agreement is substantially similar to those in existence between
the Adviser and the Trust's other sub-advisers. Specifically, the duties to be
performed under each Agreement are similar, and the standard of care and
termination provisions of the Agreement are identical, to the other agreements.
The Sub-Advisory Agreement will remain in effect until December 1998 (unless
earlier terminated) and will have to be approved annually thereafter by a
majority of the Trust's Trustees, including a majority of the Trustees who are
not "interested persons" of the Trust (as defined in the Investment Company Act
of 1940).
In connection with the appointment of Lazard as sub-adviser to the
International Equity Portfolio, "The Sub-Advisers" section of the Prospectus is
amended and the following disclosure is inserted and the description of Morgan
Grenfell is deleted:
LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
Lazard London International Investment Management Limited ("Lazard") serves as
sub-adviser to a portion of the assets of the Portfolio. Lazard is a
registered investment adviser with its principal business address at 21
Moorfields, London,
<PAGE> 4
England EC2P 2HT. Lazard was founded in 1980, and as of September 30, 1996, it
had approximately $5.6 billion in assets under management. Lazard is a
wholly-owned subsidiary of Lazard Holdings Limited, which is a holding company
wholly-owned by Lazard Brothers and Co., Limited, an English merchant bank
whose principal business address is 21 Moorfields, London, England EC2P 2HT.
Lazard offers international investment services to clients of Lazard Brothers
Asset Management Limited ("LBAM"), which is also wholly-owned by Lazard
Holdings Limited. Lazard and LBAM manage domestic (UK) portfolios and
international portfolios for institutions and private clients, including
insurance funds, pension funds, charities and mutual funds.
Mr. Dino Fuschillo, Director of Lazard, has primary responsibility for the
day-to-day management of the portion of the Portfolio's assets managed by
Lazard. Mr. Fuschillo, the dual employee of Lazard and LBAM, joined LBAM in
1989, and has specialized in European equity management ever since.
The Adviser will pay Lazard a fee based on a percentage of the average monthly
market value of the assets of the Portfolio managed by Lazard.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of Lazard. The principal business address of
the principal executive officer and each of the directors, as it relates to
their position at Lazard, is 21 Moorfields, London, England EC2P 2HT.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Tom Cross Brown Chairman and Chief Executive Officer
Andrew Parry Chief Investment Officer
Michael Barnes Director
Victor Cazalet Director
Dino Fuschillo Director
Hubert Heilbronn Director
Keith Jecks Director
Nicholas Parkes Director
Patrick Shine Director
Francois Voss Director
</TABLE>
Lazard does not serve as an investment adviser or sub-adviser to any other
U.S.-registered investment company.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
2
