<PAGE>
SEI INSTITUTIONAL INTERNATIONAL TRUST (FORMERLY, "SEI INTERNATIONAL TRUST")
INTERNATIONAL EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
SUPPLEMENT DATED MAY 14, 1998,
TO THE CLASS A 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.
At a meeting held on March 23, 1998, the Board of Trustees of SEI International
Trust (the "Trust") met and approved the change of the Trust's name to SEI
Institutional International Trust, effective in April 1998. The prospectus is
hereby amended to reflect this change.
The Board of Trustees of the Trust, including all of the Trustees who are not
"interested persons" of the Trust, appointed Scottish Widows Investment
Management Limited ("Scottish Widows") and SG Yamaichi Asset Management Co.,
Ltd. (formerly, Yamaichi International Capital Management Co., Ltd.) ("SG
Yamaichi") as Sub-Advisers to the Trust's International Equity Portfolio (the
"Portfolio"). Scottish Widows and SG Yamaichi were approved as Sub-Advisers at
the Quarterly Meeting of the Board of Trustees held on March 23, 1998, and their
respective appointments do not require Shareholder approval. At the same
Meeting, the Trustees determined to terminate Lazard London International
Investment Management Limited, Farrell Wako Global Investment Management, Inc.,
and Seligman Henderson Co. as Sub-Advisers to the Portfolio, effective on March
24, 1998. This procedure for adding and replacing Sub-Advisers was approved by
the Trust's sole initial Shareholder on June 14, 1996, and was authorized by an
exemptive order issued to the Trust by the Securities and Exchange Commission on
April 29, 1996.
In evaluating Scottish Widows and SG Yamaichi, the Trustees received written and
oral information from SEI Investments Management Corporation ("SIMC"), Scottish
Widows and SG Yamaichi. SIMC recommended the selection of Scottish Widows and SG
Yamaichi and reviewed the consideration and the search process that led to its
recommendations. The Trustees also met with representatives of Scottish Widows
and SG Yamaichi and considered information about portfolio managers, investment
philosophies, strategies and process, as well as their performance track
records, among other factors. In appointing Scottish Widows and SG Yamaichi, the
Trustees carefully evaluated: (1) the nature and quality of the services
expected to be rendered to the Portfolio by Scottish Widows and SG Yamaichi; (2)
the distinct investment objective and policies of the Portfolio; (3) the
history, reputation, qualification and background of Scottish Widows' and SG
Yamaichi's personnel and their respective financial conditions; (4) their
respective performance track records; and (5) other factors deemed relevant. The
Trustees also reviewed the fees to be paid to Scottish Widows and SG Yamaichi,
including any benefits to be received by Scottish Widows and SG Yamaichi or
their affiliates in connection with soft dollar arrangements.
Under the Investment Sub-Advisory Agreements (the "Sub-Advisory Agreements")
between SIMC (the "Adviser") and each of Scottish Widows and SG Yamaichi
relating to the Portfolio, each of Scottish Widows and SG Yamaichi makes
investment decisions for the assets of the Portfolio allocated to it by SIMC,
continuously reviews, supervises and administers the Portfolio's investment
program with respect to these assets. Scottish Widows and SG Yamaichi are
independent of SIMC and discharge their responsibility subject to the
supervision of SIMC and the Trustees of the Trust and in a manner consistent
with the Portfolio's investment objective, policies and limitations. The
Sub-Advisory Agreements are substantially similar to those in existence between
the Adviser and the Trust's other Sub-Advisers. Specifically, the duties to be
performed under each Agreement are similar, and the standard of care and
termination provisions of the Agreements are identical, to the other Agreements.
The Sub-Advisory Agreements will remain in effect until March 2000 (unless
earlier terminated), and will have to be approved annually thereafter by a
majority of the Trustees, including a majority of the Trustees who are not
"interested persons" of the Trust (as defined in the Investment Company Act of
1940).
<PAGE>
In connection with the appointment of Scottish Widows and SG Yamaichi as
Sub-Advisers to the Portfolio, "The Sub-Advisers" Section on page 17 of the
Prospectus is amended by inserting the following disclosure:
SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED
Scottish Widows Investment Management Limited ("Scottish Widows") acts as a
Sub-Adviser for a portion of the assets of the International Equity Portfolio.
Scottish Widows is a wholly-owned subsidiary of the Scottish Widows Group, a
mutual insurance company founded in 1815 and based in Edinburgh, Scotland.
Scottish Widows was established to provide fund management across a board client
base which includes both individual and institutional accounts. Scottish Widows
employs a concentrated growth investment process and specializes in the European
market. Scottish Widows is a registered investment adviser that managed
approximately $43 billion among 67 accounts as of December 31, 1997. The
principal business address of Scottish Widows is P.O. Box 17036, 69 Morrison
Street, Edinburgh EH3 8YF, Scotland.
Albert Morillo, a Director of Scottish Widows, is primarily responsible for the
day-to-day management and investment decisions made with respect to the assets
of Scottish Widows' portion of the Portfolio. Mr. Morillo joined Scottish Widows
as a UK analyst in 1985, and became the head of the European Team in 1991. Mr.
Morillo sits on the Investment Policy Committee and has asset allocation
responsibilities for the firm's global equity accounts. Mr. Morillo has been a
member of the European Team since 1986.
The Adviser will pay Scottish Widows a fee based on a percentage of the average
monthly market value of the Portfolio's assets assigned to Scottish Widows.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of Scottish Widows. The principal business
address of the principal executive officer and each of the directors as it
relates to their positions at Scottish Widows is P.O. Box 17036, 69 Morrison
Street, Edinburgh EH3 8YF, Scotland.
<TABLE>
<CAPTION>
NAME TITLE
- --------------------------- --------------------------
<S> <C>
Orie L. Dudley, Jr. Chief Executive Officer
W. Leslie Robb Managing Director
Albert B. Morillo Director
Allan M. McKenzie Director
William Main Director
Michael D. Ross Director
Alexander Porte Director
Kenneth A. Anderson Investment Director
John L. Griffith, Jr. Investment Director
Fiona I.A. MacRae Investment Director
David Stanistreet Investment Director
Franciose Watson Investment Manager
Mark Webster Portfolio Manager
</TABLE>
------------------------------------------------------------
SG YAMAICHI ASSET MANAGEMENT CO., LTD.
SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi") serves as a Sub-Adviser
for a portion of the assets of the International Equity Portfolio. SG Yamaichi
was established in 1971 as a global asset management firm. SG Pacific Asset
Management, Inc. and SGY Asset Management (Singapore) Ltd., additional
Sub-Advisers to the Portfolios, are wholly-owned subsidiaries of SG Yamaichi. SG
Yamaichi specializes in Japan and Pacific Basin equity management with both
active and quantitative strategies. SG Yamaichi and its affiliates currently
manage over $20 billion in assets worldwide. The principal address of SG
Yamaichi is 5-1, Nihombashi Kabutocho, Chuo-ku, Tokyo 103, Japan.
Mr. Marco Wong leads the management team for the assets of the International
Equity Portfolio allocated to SG Yamaichi. Mr. Wong has been with SG Yamaichi
since 1986. Mr. Hiroyoshi Nakagawa oversees the Japan investment team in Tokyo,
and also serves as a portfolio manager for the International Equity Portfolio.
Mr. Nakagawa joined SG Yamaichi in 1977.
<PAGE>
The Adviser will pay SG Yamaichi a fee based on a percentage of the average
monthly market value of the Portfolio's assets assigned to SG Yamaichi.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of SG Yamaichi. The principal business address
of the principal executive officer and each of the directors as it relates to
their positions at SG Yamaichi is 5-1, Nihombashi Kabutocho, Chuo-ku, Tokyo 103,
Japan.
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------- -----------------------------
<S> <C>
Masatada Hommura President
Hiroo Takaishi Executive Vice President
Katsumi Deguchi Executive Vice President
Michel Fromaget Executive Vice President
Yoshio Okiyama Senior Managing Director
Masami Fukuoka Managing Director
Naoshi Saito Managing Director
Shigeharu Shiraishi Managing Director
Tatsuo Nakajima Managing Director
Toshihisa Takahashi Director
Kunihiko Iwase Director
Teijiro Yamada Director
Yoichi Kataoka Director
Christian d'Allest Director
Kazuo Ohnuma Auditor
Mamoru Saito Compliance Officer
</TABLE>
------------------------------------------------------------
SG Pacific Asset Management, Inc. (formerly, Yamaichi Capital Management, Inc.)
("SG Pacific") and SGY Asset Management (Singapore) Ltd. (formerly, Yamaichi
Capital Management (Singapore) Limited) ("SGY") currently jointly serve as
Sub-Adviser for a portion of the assets of the International Equity and Emerging
Markets Equity Portfolios. Effective January 28, 1998, Societe Generale Asset
Management (North Pacific), acquired 85% of the shares of SG Yamaichi Asset
Management Co., Ltd. (formerly, Yamaichi International Capital Management Co.,
Ltd.), the parent of SG Pacific and SGY. In addition, on February 26, 1998, 5%
of SG Yamaichi Asset Management's shares were acquired by Himawari Investment
Advisory Co., Ltd. The remaining 10% of the shares continue to be held by
Yamaichi Investment Trust Management, Co., Ltd. There have been no changes to
the portfolio managers for the Portfolios as a result of these transactions. The
prospectus is hereby amended to reflect these changes.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
SEI INSTITUTIONAL INTERNATIONAL TRUST (FORMERLY, "SEI INTERNATIONAL TRUST")
INTERNATIONAL EQUITY PORTFOLIO
SUPPLEMENT DATED MAY 14, 1998,
TO THE CLASS D 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.
At a meeting held on March 23, 1998, the Board of Trustees of SEI International
Trust (the "Trust") met and approved the change of the Trust's name to SEI
Institutional International Trust, effective in April 1998. The prospectus is
hereby amended to reflect this change.
The Board of Trustees of the Trust, including all of the Trustees who are not
"interested persons" of the Trust, appointed Scottish Widows Investment
Management Limited ("Scottish Widows") and SG Yamaichi Asset Management Co.,
Ltd. (formerly, Yamaichi International Capital Management Co., Ltd.) ("SG
Yamaichi") as Sub-Advisers to the Trust's International Equity Portfolio (the
"Portfolio"). Scottish Widows and SG Yamaichi were approved as Sub-Advisers at
the Quarterly Meeting of the Board of Trustees held on March 23, 1998, and their
respective appointments do not require Shareholder approval. At the same
Meeting, the Trustees determined to terminate Lazard London International
Investment Management Limited, Farrell Wako Global Investment Management, Inc.,
and Seligman Henderson Co. as Sub-Advisers to the Portfolio, effective on March
24, 1998. This procedure for adding and replacing Sub-Advisers was approved by
the Trust's sole initial Shareholder on June 14, 1996, and was authorized by an
exemptive order issued to the Trust by the Securities and Exchange Commission on
April 29, 1996.
In evaluating Scottish Widows and SG Yamaichi, the Trustees received written and
oral information from SEI Investments Management Corporation ("SIMC"), Scottish
Widows and SG Yamaichi. SIMC recommended the selection of Scottish Widows and SG
Yamaichi and reviewed the consideration and the search process that led to its
recommendations. The Trustees also met with representatives of Scottish Widows
and SG Yamaichi and considered information about portfolio managers, investment
philosophies, strategies and process, as well as their performance track
records, among other factors. In appointing Scottish Widows and SG Yamaichi, the
Trustees carefully evaluated: (1) the nature and quality of the services
expected to be rendered to the Portfolio by Scottish Widows and SG Yamaichi; (2)
the distinct investment objective and policies of the Portfolio; (3) the
history, reputation, qualification and background of Scottish Widows' and SG
Yamaichi's personnel and their respective financial conditions; (4) their
respective performance track records; and (5) other factors deemed relevant. The
Trustees also reviewed the fees to be paid to Scottish Widows and SG Yamaichi,
including any benefits to be received by Scottish Widows and SG Yamaichi or
their affiliates in connection with soft dollar arrangements.
Under the Investment Sub-Advisory Agreements (the "Sub-Advisory Agreements")
between SIMC (the "Adviser") and each of Scottish Widows and SG Yamaichi
relating to the Portfolio, each of Scottish Widows and SG Yamaichi makes
investment decisions for the assets of the Portfolio allocated to it by SIMC,
continuously reviews, supervises and administers the Portfolio's investment
program with respect to these assets. Scottish Widows and SG Yamaichi are
independent of SIMC and discharge their responsibility subject to the
supervision of SIMC and the Trustees of the Trust and in a manner consistent
with the Portfolio's investment objective, policies and limitations. The
Sub-Advisory Agreements are substantially similar to those in existence between
the Adviser and the Trust's other Sub-Advisers. Specifically, the duties to be
performed under each Agreement are similar, and the standard of care and
termination provisions of the Agreements are identical, to the other Agreements.
The Sub-Advisory Agreements will remain in effect until March 2000 (unless
earlier terminated), and will have to be approved annually thereafter by a
majority of the Trustees, including a majority of the Trustees who are not
"interested persons" of the Trust (as defined in the Investment Company Act of
1940).
<PAGE>
In connection with the appointment of Scottish Widows and SG Yamaichi as
Sub-Advisers to the Portfolio, "The Sub-Advisers" Section on page 14 of the
Prospectus is amended by inserting the following disclosure:
SCOTTISH WIDOWS INVESTMENT MANAGEMENT LIMITED
Scottish Widows Investment Management Limited ("Scottish Widows") acts as a
Sub-Adviser for a portion of the assets of the International Equity Portfolio.
Scottish Widows is a wholly-owned subsidiary of the Scottish Widows Group, a
mutual insurance company founded in 1815 and based in Edinburgh, Scotland.
Scottish Widows was established to provide fund management across a board client
base which includes both individual and institutional accounts. Scottish Widows
employs a concentrated growth investment process and specializes in the European
market. Scottish Widows is a registered investment adviser that managed
approximately $43 billion among 67 accounts as of December 31, 1997. The
principal business address of Scottish Widows is P.O. Box 17036, 69 Morrison
Street, Edinburgh EH3 8YF, Scotland.
Albert Morillo, a Director of Scottish Widows, is primarily responsible for the
day-to-day management and investment decisions made with respect to the assets
of Scottish Widows' portion of the Portfolio. Mr. Morillo joined Scottish Widows
as a UK analyst in 1985, and became the head of the European Team in 1991. Mr.
Morillo sits on the Investment Policy Committee and has asset allocation
responsibilities for the firm's global equity accounts. Mr. Morillo has been a
member of the European Team since 1986.
The Adviser will pay Scottish Widows a fee based on a percentage of the average
monthly market value of the Portfolio's assets assigned to Scottish Widows.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of Scottish Widows. The principal business
address of the principal executive officer and each of the directors as it
relates to their positions at Scottish Widows is P.O. Box 17036, 69 Morrison
Street, Edinburgh EH3 8YF, Scotland.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------- --------------------------
<S> <C>
Orie L. Dudley, Jr. Chief Executive Officer
W. Leslie Robb Managing Director
Albert B. Morillo Director
Allan M. McKenzie Director
William Main Director
Michael D. Ross Director
Alexander Porte Director
Kenneth A. Anderson Investment Director
John L. Griffith, Jr. Investment Director
Fiona I.A. MacRae Investment Director
David Stanistreet Investment Director
Franciose Watson Investment Manager
Mark Webster Portfolio Manager
</TABLE>
------------------------------------------------------------
SG YAMAICHI ASSET MANAGEMENT CO., LTD.
SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi") serves as a Sub-Adviser
for a portion of the assets of the International Equity Portfolio. SG Yamaichi
was established in 1971 as a global asset management firm. SG Pacific Asset
Management, Inc. and SGY Asset Management (Singapore) Ltd., additional
Sub-Advisers to the Portfolios, are wholly-owned subsidiaries of SG Yamaichi. SG
Yamaichi specializes in Japan and Pacific Basin equity management with both
active and quantitative strategies. SG Yamaichi and its affiliates currently
manage over $20 billion in assets worldwide. The principal address of SG
Yamaichi is 5-1, Nihombashi Kabutocho, Chuo-ku, Tokyo 103, Japan.
Mr. Marco Wong leads the management team for the assets of the International
Equity Portfolio allocated to SG Yamaichi. Mr. Wong has been with SG Yamaichi
since 1986. Mr. Hiroyoshi Nakagawa oversees the Japan investment team in Tokyo,
and also serves as a portfolio manager for the International Equity Portfolio.
Mr. Nakagawa joined SG Yamaichi in 1977.
<PAGE>
The Adviser will pay SG Yamaichi a fee based on a percentage of the average
monthly market value of the Portfolio's assets assigned to SG Yamaichi.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of SG Yamaichi. The principal business address
of the principal executive officer and each of the directors as it relates to
their positions at SG Yamaichi is 5-1, Nihombashi Kabutocho, Chuo-ku, Tokyo 103,
Japan.
<TABLE>
<CAPTION>
NAME TITLE
- ----------------------- -----------------------------
<S> <C>
Masatada Hommura President
Hiroo Takaishi Executive Vice President
Katsumi Deguchi Executive Vice President
Michel Fromaget Executive Vice President
Yoshio Okiyama Senior Managing Director
Masami Fukuoka Managing Director
Naoshi Saito Managing Director
Shigeharu Shiraishi Managing Director
Tatsuo Nakajima Managing Director
Toshihisa Takahashi Director
Kunihiko Iwase Director
Teijiro Yamada Director
Yoichi Kataoka Director
Christian d'Allest Director
Kazuo Ohnuma Auditor
Mamoru Saito Compliance Officer
</TABLE>
------------------------------------------------------------
SG Pacific Asset Management, Inc. (formerly, Yamaichi Capital Management, Inc.)
("SG Pacific") and SGY Asset Management (Singapore) Ltd. (formerly, Yamaichi
Capital Management (Singapore) Limited) ("SGY") currently jointly serve as
Sub-Adviser for a portion of the assets of the International Equity Portfolio.
Effective January 28, 1998, Societe Generale Asset Management (North Pacific),
acquired 85% of the shares of SG Yamaichi Asset Management Co., Ltd. (formerly,
Yamaichi International Capital Management Co., Ltd.), the parent of SG Pacific
and SGY. In addition, on February 26, 1998, 5% of SG Yamaichi Asset Management's
shares were acquired by Himawari Investment Advisory Co., Ltd. The remaining 10%
of the shares continue to be held by Yamaichi Investment Trust Management, Co.,
Ltd. There have been no changes to the portfolio managers for the Portfolio as a
result of these transactions. The prospectus is hereby amended to reflect these
changes.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
