SEI INTERNATIONAL TRUST, 485BPOS, 1997-11-25

SEI INTERNATIONAL TRUST
485BPOS, 1997-11-25

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1997

FILE NO. 33-22821

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. 24 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 25 /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 Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

COPIES TO:

<TABLE>
<S> <C>
Richard W. Grant, Esquire John H. Grady, Jr.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, PA 19103 Washington, D.C. 20036
</TABLE>

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

Title of Securities Being Registered . . . . . . . . . . . . . .
Units of Beneficial Interest

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

<TABLE>
<C> <S>
/X/ immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (b)
/ / 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
</TABLE>

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- --------------------------------------------------------------------------------
<PAGE>
SEI INTERNATIONAL TRUST
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- -------------------------------------------------
<S> <C> <C>

PART A--INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY, INTERNATIONAL FIXED INCOME AND EMERGING MARKETS DEBT
PORTFOLIOS
PORTFOLIOS--CLASS A
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 Objectives and Policies;
Investment Policies and Risk Factors;
Description of Permitted Investments and Risk
Factors; Investment Limitations
Item 5. Management of the Fund........................... General Information--Trustees of the Trust; The
Manager; The Advisers; The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance...... **
Item 6. Capital Stock and Other Securities............... General Information--Voting Rights, Shareholder
Inquiries; Dividends; Taxes
Item 7. Purchase of Securities Being Offered............. Purchase and Redemption of Shares; Distribution
and Shareholder Servicing
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; Description of Permitted Investments
and Risk Factors; Investment Limitations
Item 5. Management of the Fund........................... General Information--Trustees of the Trust, The
Manager; The Adviser; The Sub-Advisers
Item 5A. Management's Discussion of Fund Performance...... **
Item 6. Capital Stock and Other Securities............... General Information--Voting Rights, Shareholder
Inquiries; Dividends; Taxes
Item 7. Purchase of Securities Being Offered............. Purchase of Shares; Distribution
Item 8. Redemption or Repurchase......................... Redemption of Shares
Item 9. Pending Legal Proceedings........................ *
</TABLE>

(i)
<PAGE>
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- -------------------------------------------------
<S> <C> <C>
PART B--ALL PORTFOLIOS

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;
The Advisers and Sub-Advisers
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 Advisers; The Manager; Distribution and
Shareholder Servicing; 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 and Shareholder Servicing
Item 22. Calculation of Performance Data.................. Performance
Item 23. Financial Statements............................. Financial Statements
</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 28, 1997.

(ii)
<PAGE>
SEI INTERNATIONAL TRUST
EMERGING MARKETS DEBT PORTFOLIO
SUPPLEMENT DATED NOVEMBER 25, 1997
TO THE PROSPECTUS DATED JUNE 30, 1997

THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS.

Salomon Brothers Asset Management Inc. ("SBAM") currently serves as
Sub-Adviser for the Emerging Markets Debt Portfolio (the "Portfolio") of SEI
International Trust (the "Trust"). Effective November 26, 1997, Salomon Inc.
("Salomon"), the ultimate parent company of SBAM, will be acquired by Travelers
Group Inc. ("Travelers").

On September 24, 1997, Travelers and Salomon announced their agreement to
merge Salomon with and into Smith Barney Holdings Inc., a subsidiary of
Travelers, to form a new company expected to be called Salomon Smith Barney
Holdings Inc. (the "Transaction"). Upon consummation of the Transaction,
Travelers will become the ultimate parent of SBAM, which will continue to serve
as the investment sub-adviser to the Portfolio. Travelers is a diversified
financial services company engaged in investment services, asset management,
consumer finance and life and property casualty insurance services. The
Transaction is expected to be completed by the end of November, 1997, subject to
a number of conditions, including the receipt of U.S. and foreign regulatory
approvals and the approval of Salomon's stockholders.

The Transaction is deemed an "assignment," as defined in the Investment
Company Act of 1940, of the Sub-Advisory Agreement between SEI Investments
Management Corporation ("SIMC") and SBAM relating to the Portfolio, which will
result in the termination of the Agreement. Accordingly, at a Board of Trustees
Meeting to be held on December 1-2, 1997, the Board will be asked to approve a
new sub-advisory agreement between SIMC and SBAM that is identical in all
material respects to the existing agreement.

This Prospectus is hereby amended to reflect this change in SBAM's
ownership.

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

The Prospectus dated June 30, 1997 is hereby amended by the addition of
the following unaudited financial information for the Emerging Markets Debt
Portfolio (the "Portfolio") for the period ended October 31, 1997.
FINANCIAL HIGHLIGHTS
_______________________________________________________________
SEI INTERNATIONAL TRUST -- FOR THE PERIOD ENDED OCTOBER 31, 1997 (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
NET ASSET NET DISTRIBUTIONS
VALUE INVESTMENT NET REALIZED AND FROM NET DISTRIBUTIONS
BEGINNING INCOME/ UNREALIZED INVESTMENT FROM REALIZED RETURN OF
OF PERIOD (LOSS) GAINS/(LOSSES) INCOME (2) CAPITAL GAINS CAPITAL
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ------------------------
EMERGING MARKETS DEBT
- ------------------------
CLASS A
1997(1)* $ 10.00 $ 0.14 $(0.67) $ -- $ -- $ --

<CAPTION>
RATIO OF
NET
RATIO OF INVESTMENT
NET RATIO OF INCOME/
NET INVESTMENT EXPENSES (LOSS) TO
ASSET RATIO OF INCOME/ TO AVERAGE AVERAGE
VALUE NET ASSETS EXPENSES (LOSS) TO NET ASSETS NET ASSETS
END OF TOTAL END OF TO AVERAGE AVERAGE (EXCLUDING (EXCLUDING
PERIOD RETURN PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS)
- ------------------------------ ------------------------------------------------------------------------------------------
<S> <C> <C>
- ------------------------
EMERGING MARKETS DEBT
- ------------------------
CLASS A
1997(1)* $ 9.47 (5.30)% $ 88,550 1.35% 6.94% 2.08% 6.21%

PORTFOLIO AVERAGE
TURNOVER COMMISSION
RATE RATE+
- ------------------------------
- ------------------------
EMERGING MARKETS DEBT
- ------------------------
CLASS A
1997(1)* 95% n/a
</TABLE>

* FOR THE PERIOD ENDED OCTOBER 31, 1997 (UNAUDITED). ALL RATIOS, EXCLUDING
TOTAL RETURN, FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(1) EMERGING MARKETS DEBT PORTFOLIO CLASS A SHARES WERE OFFERED BEGINNING JUNE
29, 1997. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(2) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN
FOREIGN CURRENCY GAINS AND LOSSES.
+ AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR EQUITY
FUNDS FOR FISCAL YEARS BEGINNING AFTER SEPTEMBER 1, 1995.
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

SEI-A-095-01
<PAGE>
SEI INTERNATIONAL TRUST
EMERGING MARKETS DEBT PORTFOLIO
SUPPLEMENT DATED NOVEMBER 25, 1997
TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 30, 1997

The Statement of Additional Information for the Trust is hereby amended and
supplemented by the following unaudited financial statements for the Emerging
Markets Debt Portfolio for the period from June 29, 1997 (commencement of
operations) through October 31, 1997, along with the notes to the financial
statements for the Portfolio.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

S-1
<PAGE>
STATEMENT OF NET ASSETS

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

EMERGING MARKETS DEBT PORTFOLIO

<TABLE>
<CAPTION>
FACE AMOUNT MARKET VALUE
DESCRIPTION (000)(1) (000)
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
FOREIGN BONDS 78.8%
ALGERIA--2.9%
Republic of Algeria FRN
7.250%, 09/04/06................................................................. 3,250 $ 2,567
------------
ARGENTINA--15.7%
Government of Argentina
8.375%, 12/20/03................................................................. 900 795
11.000%, 10/09/06................................................................ 750 736
11.375%, 01/30/17................................................................ 1,750 1,680
5.500%, 03/31/23................................................................. 3,750 2,643
Government of Argentina FRN
6.750%, 03/31/05................................................................. 8,640 7,279
6.875%, 03/31/23................................................................. 1,000 782
------------
13,915
------------
BRAZIL--8.6%
Government of Brazil
8.000%, 04/15/14................................................................. 7,395 5,168
Government of Brazil FRN
6.813%, 01/01/01................................................................. 588 542
6.750%, 04/15/12................................................................. 2,500 1,875
------------
7,585
------------
BULGARIA--2.4%
Government of Bulgaria FLIRB
2.281%, 07/28/12................................................................. 3,950 2,094
------------
ECUADOR--4.2%
Government of Ecuador PDI
6.688%, 02/27/15................................................................. 6,211 3,704
------------
IVORY COAST--0.9%
Ivory Coast When Issued FRB........................................................ 2,500 775
------------
MEXICO--16.0%
Government of Mexico
11.500%, 05/15/26................................................................ 1,000 1,080
Government of Mexico FRN,
Series A (including 500,000 rights)
6.250%, 12/31/19................................................................. 500 395
Government of Mexico FRN,
Series B (including 800,000 rights)
6.836%, 12/31/19................................................................. 800 712
Government of Mexico FRN,
Series W-A, with recovery rights
</TABLE>

S-2
<PAGE>
STATEMENT OF NET ASSETS (CONTINUED)

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

EMERGING MARKETS DEBT PORTFOLIO
<TABLE>
<CAPTION>
FACE AMOUNT MARKET VALUE
DESCRIPTION (000)(1) (000)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
6.250%, 12/31/19................................................................. 3,000 2,320
Government of Mexico FRN,
Series W-B, with recovery rights
6.250%, 12/31/19................................................................. 7,000 $ 5,674
Government of Mexico,
Series B (including 384,000 rights)
6.250%, 12/31/19................................................................. 250 198
United Mexican States
11.375%, 09/15/16................................................................ 3,500 3,780
------------
14,159
------------
PANAMA--8.0%
Government of Panama
8.875%, 09/30/27................................................................. 2,550 2,215
Government of Panama IRB
3.750%, 07/17/14................................................................. 4,750 3,356
Government of Panama PDI
6.688%, 07/17/16................................................................. 2,070 1,541
------------
7,112
------------
PERU--4.8%
Republic of Peru FLIRB
3.250%, 03/07/17................................................................. 4,250 2,131
Republic of Peru PDI
4.000%, 03/07/17................................................................. 3,750 2,119
------------
4,250
------------
PHILIPPINES--1.3%
Government of Philippines
8.750%, 10/07/16................................................................. 500 425
Government of Phillppines
Treasury Bill
5.329%, 08/14/98................................................................. 800 768
------------
1,193
------------
POLAND--3.4%
Government of Poland
12.000%, 06/12/02................................................................ PZL 6,500 1,354
Government of Poland
12.000%, 02/12/02................................................................ PZL 8,000 1,676
------------
3,030
------------
</TABLE>

S-3
<PAGE>
STATEMENT OF NET ASSETS (CONTINUED)

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

EMERGING MARKETS DEBT PORTFOLIO
<TABLE>
<CAPTION>
FACE AMOUNT MARKET VALUE
DESCRIPTION (000)(1) (000)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
VENEZUELA--10.6%
Government of Venezuela
9.250%, 09/15/27................................................................. 3,000 $ 2,414
Government of Venezuela FRN
6.750%, 12/18/07................................................................. 8,000 6,934
------------
9,348
------------
Total Foreign Bonds (Cost $75,672)................................................... 69,732
------------
LOAN PARTICIPATIONS--19.2%
MOROCCO--8.2%
Morocco R&C Loan FRN
(Participation: Chase Securities)(3)............................................. 2,400 1,875
(Participation: ING)(3).......................................................... 1,700 1,328
(Participation: J.P. Morgan)(3)
6.594%, 01/01/09................................................................. 5,265 4,113
------------
RUSSIA--11.0%
Russian IAN When Issued(2)
(Participation: Bank of America)(3).............................................. 14,500 9,715
------------
Total Loan Participations (Cost $19,683)............................................. 17,031
------------
CURRENCY OPTIONS--0.0%
Brazil Real Call Strike 103.2, 11/05/97............................................ 5,000,000 --
Brazil Real Call Strike 103.36, 11/06/97........................................... 5,000,000 --
------------
Total Currency Options (Cost $117)................................................... --
------------
REPURCHASE AGREEMENTS--32.4%
State Street Bank Repo
5.55%, dated 10/31/97, matured 11/03/97, repurchase price $28,715,275
(collaterized by U.S. Treasury Note, par value $28,925,000, 5.85%, 08/31/99,
market value $29,278,810)........................................................ 28,702 28,702
------------
Total Repurchase Agreements (Cost $28,702)........................................... 28,702
------------
Total Investments--130.4% (Cost $124,174)............................................ 115,465
------------
</TABLE>

S-4
<PAGE>
STATEMENT OF NET ASSETS (CONTINUED)

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

EMERGING MARKETS DEBT PORTFOLIO
<TABLE>
<CAPTION>
MARKET VALUE
DESCRIPTION (000)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OTHER ASSETS AND LIABILITIES--(30.4%)
Investment Securities Sold....................................................................... $ 17,825
Investment Securities Purchased.................................................................. (47,651)
Capital Shares Sold.............................................................................. 2,145
Other Assets and Liabilities..................................................................... 766
------------
Other Assets and Liabilities, Net.................................................................. (26,915)
------------
NET ASSETS:
Portfolio Shares of Class A
(unlimited authorization--no par value) based on 9,349,498 outstanding shares of beneficial
interest......................................................................................... 96,881
Undistributed net investment income................................................................ 1,259
Accumulated net realized loss on investments....................................................... (888)
Net unrealized appreciation on forward foreign currency contracts, foreign currency and translation
of other assets and liabilities in foreign currency.............................................. 7
Net unrealized depreciation on investments......................................................... (8,709)
------------
Total Net Assets--100.0%........................................................................... $ 88,550
------------
------------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE--CLASS A.................................. $ 9.47
------------
------------
</TABLE>

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

FLIRB--FRONT LOADED INTEREST REDUCTION BOND

FRB--FLOATING RATE BOND

FRN--FLOATING RATE NOTE

IAN--INTEREST ARREARS NOTE

IRB--INTEREST RATE BOND

PDI--PAST DUE INTEREST

PZL--POLISH ZLOTY

(1) IN U.S. DOLLARS UNLESS OTHERWISE INDICATED.

(2) NON-INCOME PRODUCING SECURITY. SECURITY IS IN DEFAULT.

(3) PARTICIPATIONS WERE ACQUIRED THROUGH FINANCIAL INSTITUTIONS INDICATED
PARENTHETICALLY. SEE NOTE 8.

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.

The accompanying notes are an integral part of the financial statements.

S-5
<PAGE>
STATEMENT OF OPERATIONS

SEI INTERNATIONAL TRUST--FOR THE PERIOD ENDED OCTOBER 31, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
EMERGING
MARKETS
DEBT (000)(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME:
Interest.......................................................................................... $ 1,538
Less: Foreign Taxes Withheld...................................................................... --
-------------
Total Investment Income........................................................................... 1,538
-------------
EXPENSES:
Management fees................................................................................... 121
Less: management fees waived...................................................................... (46)
Investment advisory fees.......................................................................... 158
Less: investment advisory fees waived............................................................. (43)
Custodian/wire agent fees......................................................................... 39
Shareholder servicing fees........................................................................ 46
Less: shareholder servicing fees waived........................................................... (46)
Professional fees................................................................................. 2
Registration & filing fees........................................................................ 7
Printing fees..................................................................................... 1
Trustee fees...................................................................................... 1
Pricing fees...................................................................................... 40
Amortization of deferred organization costs....................................................... 5
Miscellaneous fees................................................................................ 1
-------------
Total Expenses.................................................................................... 250
-------------
NET INVESTMENT INCOME............................................................................... 1,288
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized loss from security transactions...................................................... (888)
Net realized loss on forward foreign currency contracts and foreign currency transactions......... (29)
Net change in unrealized appreciation on forward foreign currency contracts, futures contracts,
foreign currencies, and translation of other assets and liabilities in foreign currency......... 7
Net change in unrealized depreciation on investments.............................................. (8,709)
-------------
NET DECREASE IN NET ASSETS FROM OPERATIONS.......................................................... $ (8,331)
-------------
-------------
</TABLE>

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

(1) EMERGING MARKETS DEBT PORTFOLIO COMMENCED OPERATIONS ON JUNE 29, 1997.
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.

The accompanying notes are an integral part of the financial statements.

S-6
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS

SEI INTERNATIONAL TRUST--FOR THE PERIOD ENDED OCTOBER 31, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
EMERGING
MARKETS
DEBT
(000)(1)
- ---------------------------------------------------------------------------------------------
1997
-----------
<S> <C>
OPERATIONS:
Net investment income......................................................... $ 1,288
Net realized loss from investment transactions................................ (888)
Net realized loss on forward foreign currency contracts and foreign currency
transactions................................................................ (29)
Net change in unrealized appreciation on forward foreign currency contracts,
futures contracts, foreign currencies, and translation of other assets and
liabilities denominated in foreign currencies............................... 7
Net change in unrealized depreciation on investments.......................... (8,709)
-----------
Net decrease in net assets from operations.................................... (8,331)
-----------
CAPITAL SHARE TRANSACTIONS(1):
Class A:
Proceeds from shares issued................................................. 97,967
Cost of shares redeemed..................................................... (1,086)
-----------
Increase in net assets from Class A transactions............................ 96,881
-----------
INCREASE IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS.................. 47,941
-----------
Net increase in net assets................................................ 88,550
NET ASSETS:
Beginning of period........................................................... --
-----------
End of period................................................................. $ 88,550
-----------
-----------
1. CAPITAL SHARE TRANSACTIONS:
Class A:
Shares issued............................................................... 9,454
Shares redeemed............................................................. (105)
-----------
Total Class A transactions.................................................. 9,349
-----------
Net increase in capital shares............................................ 9,349
-----------
-----------
</TABLE>

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

(1) EMERGING MARKETS DEBT PORTFOLIO COMMENCED OPERATIONS ON JUNE 29, 1997.

The accompanying notes are an integral part of the financial statements.

S-7
<PAGE>
FINANCIAL HIGHLIGHTS

SEI INTERNATIONAL TRUST--FOR THE PERIOD ENDED OCTOBER 31, 1997 (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
NET REALIZED
NET ASSET NET AND DISTRIBUTIONS NET ASSET
VALUE INVESTMENT UNREALIZED FROM NET DISTRIBUTIONS VALUE
BEGINNING INCOME/ GAINS/ INVESTMENT FROM REALIZED RETURN END OF
OF PERIOD (LOSS) (LOSSES) INCOME(2) CAPITAL GAINS OF CAPITAL PERIOD
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS DEBT
CLASS A
1997(1)* $ 10.00 $ 0.14 $ (0.67) $ -- $ -- $ -- $ 9.47

<CAPTION>
RATIO OF
RATIO OF NET INVESTMENT TO AVERAGE TO AVERAGE
NET ASSETS EXPENSES INCOME/(LOSS) NET ASSETS NET ASSETS
END OF TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING
TOTAL RETURN PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS)
<S> <C> <C>
- --------------------------
EMERGING MARKETS DEBT
CLASS A
1997(1)* (5.30)% $ 88,550 1.35% 6.94% 2.08% 6.21%

PORTFOLIO AVERAGE
TURNOVER COMMISSION
RATE RATE+
- --------------------------
EMERGING MARKETS DEBT
CLASS A
1997(1)* 180% n/a
</TABLE>

- ----------------------------------
* FOR THE PERIOD ENDED OCTOBER 31, 1997 (UNAUDITED). ALL RATIOS, EXCLUDING
TOTAL RETURN, FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(1) EMERGING MARKETS DEBT PORTFOLIO CLASS A SHARES WERE OFFERED BEGINNING JUNE
29, 1997. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED.
(2) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN
FOREIGN CURRENCY GAINS AND LOSSES.
+ AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR EQUITY FUNDS
FOR FISCAL YEARS BEGINNING AFTER SEPTEMBER 1, 1995.
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.

The accompanying notes are an integral part of the financial statements.

S-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

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 company with four portfolios: the
International Equity Portfolio, the Emerging Markets Equity Portfolio, the
International Fixed Income Portfolio and the Emerging Markets Debt Portfolio
(together the "Portfolios"). The Trust's prospectuses provide a description of
each Fund's investment objectives, policies, and strategies. The Trust is
registered to offer Class A shares of each of the Portfolios and Class D shares
of the International Equity Portfolio. These financial statements relate only to
the Emerging Markets Debt Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
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 that 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 with
sixty days or less remaining until maturity may be 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 substantially 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 income earned. The Portfolios
accrue such taxes when the related income is earned.

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.

S-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

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.

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

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 for Federal income tax 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 may enter into forward
foreign currency contracts as hedges against either specific transactions,
portfolio positions or anticipated 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.

CLASSES--Class-specific expenses, such as Shareholder Servicing for Class A
and 12b-1 and Transfer Agent for Class D, 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.

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 investment securities are those of the specific
securities sold. Purchase discounts and premiums on securities held by the
Portfolios 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.

3. MANAGEMENT, INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS

SEI Fund Management (the "Manager") and the Trust are parties to a
management agreement dated August 30, 1988, under which the Manager provides
management, administrative and shareholder services

S-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

to the Portfolio for an annual fee equal to .65% of the average daily net assets
of the Emerging Markets Debt Portfolio. 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 Investments Management Corporation ("SIMC") acts as the investment
adviser for the Emerging Markets Debt Portfolio. Under the Investment Advisory
Agreement, SIMC receives an annual fee of .85% of the average daily net assets
of the Emerging Markets Debt Portfolio.

Pursuant to Sub-Advisory Agreements with SIMC, Salomon Brothers Asset
Management, Inc. serves as the Sub-Adviser to the Emerging Markets Debt
Portfolio.

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned
subsidiary of SEI Investments and a registered broker-dealer, serves as each
Portfolio's distributor pursuant to a distribution agreement with the Trust.
Effective April 15, 1996, the Trust adopted a shareholder servicing plan ("the
Class A Plan") pursuant to which a shareholder servicing fee of up to .25% of
the average daily net assets attributable to the Class A shares are paid to the
Distributor. Under the Class A Plan, the Distributor may perform, or may
compensate other service providers for performing certain shareholder and
administrative services.

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 Portfolios 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 a
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.

5. FORWARD FOREIGN CURRENCY CONTRACTS

The Portfolios enter into forward foreign currency exchange contracts as
hedges against portfolio positions and anticipated 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 October
31, 1997:

<TABLE>
<CAPTION>
IN UNREALIZED
CONTRACTS TO EXCHANGE APPRECIATION
MATURITY DATES DELIVER/RECEIVE FOR (DEPRECIATION)
- ---------------------------------------------- -------------- ---------- -------------
<S> <C> <C> <C>
EMERGING MARKETS DEBT PORTFOLIO:
FOREIGN CURRENCY SALES:
11/21/97................................... DM 1,352,000 $ 767,746 $ (18,118)
-------------
-------------
</TABLE>

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

CURRENCY LEGEND
DM German Mark

S-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEI INTERNATIONAL TRUST--OCTOBER 31, 1997 (UNAUDITED)

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 October 31, 1997, were as follows:

<TABLE>
<CAPTION>
PURCHASES SALES
(000) (000)
---------- ----------
<S> <C> <C>
Emerging Markets Debt Portfolio................................... $ 196,204 $ 100,689
</TABLE>

The Emerging Markets Debt Portfolio purchased $7,018,757 and sold $7,031,457
in U.S. government securities, during the period ended October 31, 1997.

For Federal income tax purposes, the cost of securities owned at October 31,
1997 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 October 31, 1997 for the Portfolios is as follows:

<TABLE>
<CAPTION>
APPRECIATED DEPRECIATED NET UNREALIZED
SECURITIES SECURITIES DEPRECIATION
(000) (000) (000)
------------- ----------- --------------
<S> <C> <C> <C>
Emerging Markets Debt Portfolio................ $ 252 $ (8,961) $ (8,709)
</TABLE>

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 Emerging Markets Debt
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 Emerging Markets Debt Portfolio to meet its obligations
may be affected by economic and political developments in a specific country,
industry or region.

8. LOAN PARTICIPATIONS/ASSIGNMENTS

The Emerging Markets Debt Portfolio (the "Portfolio") invests in U.S.
dollar-denominated fixed and floating rate loans ("Loans") arranged through
private negotiations between a foreign sovereign entity and one or more
financial institutions ("Lenders"). The Portfolio invests in such Loans in the
form of participations in Loans ("Participations") or assignments of all or a
portion of loans from third parties ("Assignments"). Participations typically
result in the Portfolio having a contractual relationship only with the Lender,
not with the sovereign borrower. The Portfolio has the right to receive payments
of principal, interest and any fees to which it is entitled from the Lender
selling the Participation and only upon receipt by the Lender of the payments
from the borrower. In connection with purchasing Participations, the Portfolio
generally has no right to enforce compliance by the borrower with the terms of
the loan agreement relating to the Loan, nor any rights of set-off against the
borrower, and the Portfolio will not benefit directly from any collateral
supporting the Loan in which it has purchased the Participation. As a result,
the Portfolio assumes the credit risk of both the borrower and the Lender that
is selling the Participation. The Portfolio may have difficulty disposing of
Participations and Assign-ments because the market for such instruments is not
highly liquid.

S-12
<PAGE>
PART C: OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) Financial Statements:

Part A--Financial Highlights

Part B--

<TABLE>
<S> <C>
(i) Financial Highlights for the Emerging Markets Debt Portfolio are
included in Part A as a prospectus supplement.
(ii) The Registrant's unaudited Financial Statements for the Emerging
Markets Debt Portfolio are filed herewith. The Financial Statements
include:
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
</TABLE>

(b) Additional Exhibits:

<TABLE>
<S> <C>
(1) Agreement and Declaration of Trust dated June 28, 1988 as originally
filed with Registrant's Registration Statement on Form N-1A (File
No. 33-22821) filed with the Securities and Exchange Commission
("SEC") on June 30, 1988, is incorporated herein by reference to
Post-Effective Amendment No. 23, filed with the SEC on June 23,
1997.
(2) By-Laws as originally filed with Registrant's Registration Statement
on Form N-1A (File No. 33-22821) filed with the SEC on June 30,
1988, are incorporated herein by reference to Post-Effective
Amendment No. 22, filed with the SEC on April 8, 1997.
(2)(a) Amended By-Laws are incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 8, 1997.
(3) Not Applicable
(4) Not Applicable
(5)(a) Investment Advisory Agreement between Registrant and Brinson Partners,
Inc. dated June 5, 1991 as originally filed as Exhibit (5)(b) 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, is incorporated herein by reference to Post-Effective
Amendment No. 22, filed with the SEC on April 8, 1997.
(5)(b) Investment Advisory Agreement between Registrant and Strategic Fixed
Income L.P. dated June 15, 1993 as originally filed as Exhibit
(5)(c) 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, is incorporated herein by reference to
Post-Effective Amendment No. 23, filed with the SEC on June 23,
1997.
(5)(c) Investment Advisory Agreement between Registrant and Morgan Grenfell
Investment Services Ltd. dated April 25, 1994 as originally filed as
Exhibit (5)(e) 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, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8,
1997.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
(5)(d) Investment Advisory Agreement between Registrant and Schroder Capital
Management International Limited dated April 25, 1994 as originally
filed as Exhibit (5)(f) 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, is incorporated herein
by reference to Post-Effective Amendment No. 22, filed with the SEC
on April 8, 1997.
(5)(e) Investment Advisory Agreement between Registrant and SEI Financial
Management Corporation dated December 16, 1994 incorporated herein
by reference as Exhibit (5)(g) 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.
(5)(f) Investment Advisory Agreement between Registrant and Strategic Fixed
Income L.P. dated April 25, 1994, as previously filed as Exhibit
(5)(h) 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, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8,
1997.
(5)(g) Investment Sub-Advisory Agreement between Registrant and Morgan
Grenfell Investment Services Ltd. dated March 25, 1996, previously
filed as Exhibit (5)(i) 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, is incorporated
herein by reference to Post-Effective Amendment No. 22, filed with
the SEC on April 8, 1997.
(5)(h) Investment Sub-Advisory Agreement between Registrant and Schroder
Capital Management International Limited dated December 14, 1995
previously filed as Exhibit (5)(j) 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, is incorporated
herein by reference to Post-Effective Amendment No. 22, filed with
the SEC on April 8, 1997.
(5)(i) Investment Sub-Advisory Agreement between Registrant and Montgomery
Asset Management L.P. dated December 21, 1994 incorporated herein by
reference as Exhibit (5)(k) 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.
(5)(j) Investment Sub-Advisory Agreement between Registrant and Acadian Asset
Management, Inc. dated December 16, 1994 incorporated herein by
reference as Exhibit (5)(l) 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.
(5)(k) Investment Sub-Advisory Agreement between Registrant and WorldInvest
Limited dated December 16, 1994 incorporated herein by reference as
Exhibit (5)(m) 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.
(5)(l) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Schroder Capital Management International Limited
incorporated herein by reference as Exhibit (5)(n) to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 25, 1996.
(5)(m) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Morgan Grenfell Investment Services Limited
incorporated herein by reference as Exhibit (5)(o) to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 25, 1996.
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
(5)(n) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Coronation Asset Management (Proprietary) Limited
dated September 30, 1996 is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Parametric Portfolio Associates dated September 11,
1996 is incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 8, 1997.
(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Farrell Wako Global Investment Management, Inc.
dated June 14, 1996 is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
(5)(q) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Lazard London International Investment Management
Limited dated December 30, 1996 is incorporated herein by reference
to Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
(5)(r) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Seligman Henderson Co. dated June 14, 1996 is
incorporated herein by reference to Post-Effective Amendment No. 22
to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 8, 1997.
(5)(s) Investment Sub-Advisory Agreement between SEI Financial Management
Corporation and Yamaichi Capital Management/Yamaichi Capital
Management (Singapore) Limited dated June 14, 1996 is incorporated
herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 8, 1997.
(5)(t) Investment Advisory Agreement between Registrant and Acadian Asset
Management, Inc. dated November 7, 1994 is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
(5)(u) Investment Advisory Agreement between Registrant and World Invest
Limited dated November 7, 1994 is incorporated herein by reference
to Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A (File No. 33-22821), filed with the SEC on
April 8, 1997.
(6) Distribution Agreement between Registrant and SEI Financial Services
Company as originally filed with 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, is incorporated
herein by reference to Post-Effective Amendment No. 23, filed with
the SEC on June 23, 1997.
(7) Not Applicable
(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust
Company as originally filed as Exhibit (8) to 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, is
incorporated herein by reference to Post-Effective Amendment No. 23,
filed with the SEC on June 23, 1997.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
(8)(b) Custodian Agreement between Registrant and The Chase Manhattan Bank,
N.A. as originally filed as Exhibit (8)(c) 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, is
incorporated herein by reference to Post-Effective Amendment No. 23,
filed with the SEC on June 23, 1997.
(9)(a) Management Agreement between Registrant and SEI Financial Management
Company as originally filed as Exhibit (5)(a) 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, is
incorporated herein by reference to Post-Effective Amendment No. 23,
filed with the SEC on June 23, 1997.
(9)(b) Schedule C to Management Agreement between Registrant and SEI
Financial Management Company adding the International Fixed Income
Portfolio as originally filed as Exhibit (5)(d) 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, is
incorporated herein by reference to Post-Effective Amendment No. 22
filed with the SEC on April 8, 1997.
(9)(c) Consent to Assignment and Assumption Agreement between SFM and SEI
Fund Management dated May 31, 1996 is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
(10) Opinion and Consent of Counsel as originally filed with 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, is
incorporated herein by reference to Post-Effective Amendment No. 22
filed with the SEC on April 8, 1997.
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15)(a) Distribution Plan (Class D) as originally filed with 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, is
incorporated herein by reference to Post-Effective Amendment No. 22
filed with the SEC on April 8, 1997.
(15)(b) Distribution Plan (Core International Equity Portfolio Class A) as
originally filed with 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, is incorporated
herein by reference to Post-Effective Amendment No. 23, filed with
the SEC on June 23, 1997.
(15)(c) Distribution Plan (International Fixed Income Portfolio) as originally
filed with 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, is incorporated herein by reference to
Post-Effective Amendment No. 23, filed with the SEC on June 23,
1997.
(15)(d) Amended and Restated Distribution Plan is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
(15)(e) Shareholder Service Plan and Agreement with respect to the Class A
shares is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 8, 1997.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
(16) Performance Quotation Computation as originally filed with
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, is incorporated herein by reference to Post-Effective
Amendment No. 22 filed with the SEC on April 8, 1997.
(17) Financial Data Schedule for the Emerging Markets Debt Portfolio is
filed herewith.
(18)(a) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d)
to Registrant's Registration Statement on Form N-14 (File No.
33-65361), filed with the SEC on December 22, 1995, is incorporated
herein by reference to Post-Effective Amendment No. 22 filed with
the SEC on April 8, 1997.
(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D
shares is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 8, 1997.
(24) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E.
Nagle, F. Wendell Gooch, George J. Sullivan, Jr., James M. Storey,
David G. Lee and Frank E. Morris are incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
</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 Investments
Company which also controls the distributor of the Registrant (SEI Investments
Distribution Co.) and other corporations engaged in providing various financial
and record keeping services, primarily to bank trust departments, pension plan
sponsors and investment managers.

Item 26. NUMBER OF HOLDERS OF SECURITIES:

As of November 3, 1997:

<TABLE>
<CAPTION>
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS
- ---------------------------------------------------------------------------------- -------------
<S> <C>
Units of beneficial interest, without par value--
International Equity Portfolio
Class A......................................................................... 321
International Equity Portfolio
Class D......................................................................... 32
International Fixed Income Portfolio
Class A......................................................................... 177
Emerging Markets Equity Portfolio
Class A......................................................................... 172
Emerging Markets Debt Portfolio
Class A......................................................................... 42
</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

5
<PAGE>
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:

ACADIAN ASSET MANAGEMENT, INC.

Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the
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.

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).

CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED

Coronation Asset Management (Proprietary) Limited ("Coronation") is a
sub-adviser for the Registrant's Emerging Markets Equity Portfolio. The
principal business address of Coronation is 80 Strand Street, Cape Town, South
Africa 8001. Coronation is a sub-adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Coronation,
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 Coronation pursuant to the Advisers Act (SEC File No.
801-52830).

FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT COMPANY, INC.

Farrell Wako Global Investment Management Company, Inc. ("Farrell Wako") is
a sub-adviser for the Registrant's International Equity Portfolio. The principal
business address of Farrell Wako is 780 Third Avenue, New York, New York 10017.
Farrell Wako is a sub-adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Farrell Wako,
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 Farrell Wako pursuant to the Advisers Act (SEC File No.
801-41830).

LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED

Lazard London International Investment Management Limited ("Lazard") is a
sub-adviser for the Registrant's International Equity Portfolio. The principal
business address of Lazard is 21 Moorfields London, England, EC2P 2HT. Lazard is
a sub-adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Lazard,
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 Lazard pursuant to the Advisers Act (SEC File No. 801-15430).

6
<PAGE>
PARAMETRIC PORTFOLIO ASSOCIATES

Parametric Portfolio Associates ("Parametric") is a sub-adviser for the
Registrant's Emerging Markets Equity Portfolio. The principal business address
of Parametric is 701 Fifth Avenue, Suite 7310, Seattle, WA 98104. Parametric is
a sub-adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Parametric,
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 Parametric pursuant to the Advisers Act (SEC File No.
801-48184).

MONTGOMERY ASSET MANAGEMENT, L.L.C.

Montgomery Asset Management, L.L.C. ("MAM") is a sub-adviser for the
Registrant's Emerging Markets Equity Portfolio. The principal address of MAM is
101 California 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).

SALOMON BROTHERS ASSET MANAGEMENT INC.

Salomon Brothers Asset Management Inc. ("SBAM") is the sub-adviser for the
Registrant's Emerging Markets Debt Portfolio. The principal address of SBAM is 7
World Trade Center, New York, New York 10048. SBAM is an investment adviser
registered under the Advisers Act.

The list required by this Item 28 of officers and directors of SBAM,
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 SBAM pursuant to the Advisers Act (SEC File No. 801-32046).

SEI INVESTMENTS MANAGEMENT CORPORATION

SEI Investments Management Corporation ("SIMC") is the adviser for the
Registrant's International Equity, Emerging Markets Equity and Emerging Markets
Debt Portfolios. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC
is an investment adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of SIMC,
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 SIMC pursuant to the Advisers Act (SEC File No. 801-24593).

SELIGMAN HENDERSON CO.

Seligman Henderson Co. is a sub-adviser for the Registrant's International
Equity Portfolio. The principal business address of Seligman Henderson Co. is
100 Park Avenue, New York, New York 10017. Seligman Henderson Co. is a
sub-adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Seligman
Henderson Co., 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 Seligman Henderson Co. pursuant to the Advisers Act
(SEC File No. 801-40670).

7
<PAGE>
STRATEGIC FIXED INCOME L.P.

Strategic Fixed Income L.P. ("Strategic") is the adviser for the
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).

YAMAICHI CAPITAL MANAGEMENT, INC.

Yamaichi Capital Management, Inc. ("Yamaichi") is a sub-adviser for the
Registrant's International Equity and Emerging Markets Equity Portfolios. The
principal business address of Yamaichi is 2 World Trade Center, Suite 9828, New
York, New York 10048. Yamaichi is an investment adviser registered under the
Advisers Act.

The list required by this Item 28 of officers and directors of Yamaichi,
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 Yamaichi pursuant to the Advisers Act (SEC File No.
801-15955).

YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED

Yamaichi Capital Management (Singapore) Limited ("YCMS") is a sub-adviser
for the Registrant's International Equity and Emerging Markets Equity
Portfolios. The principal address of YCMS is 138 Robinson Road #13-01/05, Hong
Leong Center, Singapore, 068906. YCMS is an investment adviser registered under
the Advisers Act.

The list required by this Item 28 of officers and directors of YCMS,
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 YCMS pursuant to the Advisers Act (SEC File No. 801-44118).

Item 29. PRINCIPAL UNDERWRITERS:

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

8
<PAGE>

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), 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
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
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds-Registered Trademark- August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 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
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
</TABLE>

The Distributor provides numerous financial services to investment managers,
pension plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.

<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 & President- --
Investment Advisory Group

Gilbert L. Beebower Executive Vice President --
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Richard B. Lieb Executive Vice President, President-Investment --
Services Division

Dennis J. McGonigle Executive Vice President --

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

David G. Lee Senior Vice President President & Chief
Executive Officer

Jack May Senior Vice President --

A. Keith McDowell Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Kevin P. Robins Senior Vice President, General Counsel & Secretary Vice President &
Assistant Secretary

Robert Wagner Senior Vice President --

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Marc H. Cahn Vice President & Assistant Secretary Vice President &
Assistant Secretary

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Kathy Heilig Vice President & Treasurer --

Michael Kantor Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director --

Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Joanne Nelson Vice President --

Barbara A. Nugent Vice President & Assistant Secretary Vice President &
Assistant Secretary

Sandra K. Orlow Vice President & Assistant Secretary Vice President &
Assistant Secretary

Cynthia M. Parrish Vice President & Assistant Secretary --
</TABLE>

<PAGE>

Kim Rainey Vice President --

Mark Samuels Vice President & Managing Director --

Steve Smith Vice President --

Daniel Spaventa Vice President --

Kathryn L. Stanton Vice President & Assistant Secretary Vice President &
Assistant Secretary

Wayne M. Withrow Vice President & Managing Director --

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

(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 Fund Management
Oaks, PA 19456

(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:

SEI Investments Management Corporation
Oaks, PA 19456

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

Coronation Asset Management (Proprietary) Limited
80 Strand Street
Cape Town, South Africa, 8001

Farrell Wako Global Investment Management, Inc.
780 Third Avenue
New York, New York 10017

Lazard London International Investment Management Limited
21 Moorfields
London, England EC2P 2HT

11
<PAGE>

Montgomery Asset Management, L.L.C.
101 California Street
San Francisco, CA 94111

Parametric Portfolio Associates
701 Fifth Avenue, Suite 7310
Seattle, WA 98104

Salomon Brothers Asset Management, Inc.
7 World Trade Center
New York, New York 10048

Seligman Henderson Co.
100 Park Avenue
New York, New York 10017

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

Yamaichi Capital Management, Inc.
2 World Trade Center
Suite 9828
New York, New York 10048

Yamaichi Capital Management (Singapore) Limited
138 Robinson Road, #13-01/05
Hong Leong Centre
Singapore, 068906

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.

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.

12
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 24 to Registration Statement No. 33-22821 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Oaks, Commonwealth of Pennsylvania on the 24th day of November, 1997.

SEI INTERNATIONAL TRUST

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

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.

*
- ------------------------------ Trustee November 24, 1997
William M. Doran

*
- ------------------------------ Trustee November 24, 1997
F. Wendell Gooch

*
- ------------------------------ Trustee November 24, 1997
Frank E. Morris

*
- ------------------------------ Trustee November 24, 1997
Robert A. Nesher

*
- ------------------------------ Trustee November 24, 1997
James M. Storey

*
- ------------------------------ Trustee November 24, 1997
George J. Sullivan, Jr.

/s/ DAVID G. LEE
- ------------------------------ President & Chief November 24, 1997
David G. Lee Executive Officer

/s/ MARK E. NAGLE
- ------------------------------ Controller & Chief November 24, 1997
Mark E. Nagle Financial Officer

*By /s/ DAVID G. LEE
-------------------------
David G. Lee
ATTORNEY-IN-FACT

13
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
<S> <C>
EX-99.B(1) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with
Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with
the Securities and Exchange Commission ("SEC") on June 30, 1988, is incorporated
herein by reference to Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
EX-99.B(2) By-Laws as originally filed with Registrant's Registration Statement on Form N-1A
(File No. 33-22821) filed with the SEC on June 30, 1988, are incorporated herein
by reference to Post-Effective Amendment
No. 22, filed with the SEC on April 8, 1997.
EX-99.B(2)(a) Amended By-Laws are incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
EX-99.B(3) Not Applicable
EX-99.B(4) Not Applicable
EX-99.B(5)(a) Investment Advisory Agreement between Registrant and Brinson Partners, Inc. dated
June 5, 1991 as originally filed as Exhibit (5)(b) 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, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EX-99.B(5)(b) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.
dated June 15, 1993 as originally filed as Exhibit (5)(c) 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, is incorporated herein by
reference to Post-Effective Amendment No. 23, filed with the SEC on June 23,
1997.
EX-99.B(5)(c) Investment Advisory Agreement between Registrant and Morgan Grenfell Investment
Services Ltd. dated April 25, 1994 as originally filed as Exhibit (5)(e) 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, is incorporated
herein by reference to Post-Effective Amendment No. 22, filed with the SEC on
April 8, 1997.
EX-99.B(5)(d) Investment Advisory Agreement between Registrant and Schroder Capital Management
International Limited dated April 25, 1994 as originally filed as Exhibit (5)(f)
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, is incorporated
herein by reference to Post-Effective Amendment No. 22, filed with the SEC on
April 8, 1997.
EX-99.B(5)(e) Investment Advisory Agreement between Registrant and SEI Financial Management
Corporation dated December 16, 1994 incorporated herein by reference as Exhibit
(5)(g) 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.
EX-99.B(5)(f) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.
dated April 25, 1994, previously filed as Exhibit (5)(h) 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, is incorporated herein by
reference to Post-Effective Amendment No. 22, filed with the SEC on April 8,
1997.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
<S> <C>
EX-99.B(5)(g) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment
Services Ltd. dated March 25, 1996, previously filed as Exhibit (5)(i) 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, is incorporated
herein by reference to Post-Effective Amendment No. 22, filed with the SEC on
April 8, 1997.
EX-99.B(5)(h) Investment Sub-Advisory Agreement between Registrant and Schroder Capital
Management International Limited dated December 14, 1995, previously filed as
Exhibit (5) (j) 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,
is incorporated herein by reference to Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(5)(i) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset
Management L.P. dated December 21, 1994 incorporated herein by reference as
Exhibit (5)(k) 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.
EX-99.B(5)(j) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management,
Inc. dated December 16, 1994 incorporated herein by reference as Exhibit (5)(l)
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.
EX-99.B(5)(k) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated
December 16, 1994 incorporated herein by reference as Exhibit (5)(m) 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.
EX-99.B(5)(l) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Schroder Capital Management International Limited incorporated herein by
reference as Exhibit (5)(n) to Registrant's Registration Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 25, 1996.
EX-99.B(5)(m) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Morgan Grenfell Investment Services Limited incorporated herein by reference as
Exhibit (5)(o) to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 25, 1996.
EX-99.B(5)(n) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is
incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
EX-99.B(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Parametric Portfolio Associates dated September 11, 1996 is incorporated herein
by reference to Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A
(File No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is
incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
<S> <C>
EX-99.B(5)(q) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Lazard London International Investment Management Limited dated December 30, 1996
is incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
EX-99.B(5)(r) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(5)(s) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and
Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited dated
June 14, 1996 is incorporated herein by reference to Post-Effective Amendment No.
22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on April 8, 1997.
EX-99.B(5)(t) Investment Advisory Agreement between Registrant and Acadian Asset Management, Inc.
dated November 7, 1994 is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 8, 1997.
EX-99.B(5)(u) Investment Advisory Agreement between Registrant and WorldInvest Limited dated
November 7, 1994 is incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821),
filed with the SEC on April 8, 1997.
EX-99.B(6) Distribution Agreement between Registrant and SEI Financial Services Company as
originally filed with 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, is incorporated herein by reference to Post-Effective Amendment No. 23,
filed with the SEC on June 23, 1997.
EX-99.B(7) Not Applicable
EX-99.B(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company as
originally filed as Exhibit (8) to 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, is incorporated herein by reference to Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
EX-99.B(8)(b) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. as
originally filed as Exhibit (8)(c) 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, is incorporated herein by reference to Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
EX-99.B(9)(a) Management Agreement between Registrant and SEI Financial Management Company as
originally filed as Exhibit (5)(a) 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, is incorporated herein by reference to Post-Effective
Amendment No. 23, filed with the SEC on June 23, 1997.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
<S> <C>
EX-99.B(9)(b) Schedule C to Management Agreement between Registrant and SEI Financial Management
Company adding the International Fixed Income Portfolio as originally filed as
Exhibit (5)(d) 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,
is incorporated herein by reference to Post-Effective Amendment No. 22, filed
with the SEC on April 8, 1997.
EX-99.B(9)(c) Consent to Assignment and Assumption Agreement between SFM and SEI Fund Management
dated May 31, 1996 is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No.
33-22821), filed with the SEC on April 8, 1997.
EX-99.B(10) Opinion and Consent of Counsel as originally filed with 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, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EX-99.B(11) Not Applicable
EX-99.B(12) Not Applicable
EX-99.B(13) Not Applicable
EX-99.B(14) Not Applicable
EX-99.B(15)(a) Distribution Plan (Class D) as originally filed with 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, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EX-99.B(15)(b) Distribution Plan (Core International Equity Portfolio Class A) as originally filed
with 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, is
incorporated herein by reference to Post-Effective Amendment No. 23, filed with
the SEC on June 23, 1997.
EX-99.B(15)(c) Distribution Plan (International Fixed Income Portfolio) as originally filed with
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, is incorporated
herein by reference to Post-Effective Amendment No. 23, filed with the SEC on
June 23, 1997.
EX-99.B(15)(d) Amended and Restated Distribution Plan is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form
N-1A (File No. 33-22821), filed with the SEC on April 8, 1997.
EX-99.B(15)(e) Shareholder Service Plan and Agreement with respect to the Class A shares is
incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
EX-99.B(16) Performance Quotation Computation as originally filed with 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, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS:
- --------------------
<S> <C>
EX-99.B(18)(a) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to
Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with
the SEC on December 22, 1995, is incorporated herein by reference to
Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EX-99.B(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is
incorporated herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with
the SEC on April 8, 1997.
EX-99.B(24) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F.
Wendell Gooch, George J. Sullivan, Jr., James M. Storey, David G. Lee and Frank
E. Morris are incorporated herein by reference to Post-Effective Amendment No. 22
to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed
with the SEC on April 8, 1997.
EX-27.1 Financial Data Schedule for the Emerging Markets Debt Portfolio.
</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000835597
<NAME> SEI INTERNATIONAL TRUST
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<NAME> EMERGING MARKET DEBT FUND
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<S> <C>
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<PERIOD-START> JUN-29-1997
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</TABLE>