SEI INSTITUTIONAL INTERNATIONAL TRUST

                            International Equity Fund
                          Emerging Markets Equity Fund
                         International Fixed Income Fund
                           Emerging Markets Debt Fund

                     Supplement Dated March 26, 2004 to the
                Class A Shares Prospectus Dated January 31, 2004

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

CHANGE IN SUB-ADVISER FOR EMERGING MARKETS EQUITY FUND

The Prospectus is hereby amended and supplemented to reflect the following
change in the portfolio management of the Emerging Markets Equity Fund. In the
section entitled "Sub-Advisers and Portfolio Managers," the following paragraph
is hereby added:

          REXITER CAPITAL MANAGEMENT LIMITED: Rexiter Capital Management Limited
          (Rexiter), located at 21 St. James's Square, London SW1Y 4SS United
          Kingdom, serves as a Sub-Adviser to the Emerging Markets Equity Fund.
          Murray Davey and Helena Coles manage the portion of the assets of the
          Emerging Markets Equity Fund allocated to Rexiter. Mr. Davey is a
          senior European, Middle Eastern and African fund manager and a
          director of Rexiter. Ms. Coles is a senior Asian fund manager and
          a director of Rexiter. Mr. Davey and Ms. Coles have been with Rexiter
          since its inception in 1997.

There are no changes to the other sub-advisers of the Emerging Markets Equity
Fund.

INVESTMENTS IN EXCHANGE-TRADED FUNDS

The Prospectus is hereby amended and supplemented to reflect that each of the
International Equity Fund, Emerging Markets Equity Fund, International Fixed
Income Fund, and Emerging Markets Debt Fund (each a "Fund") may invest in
exchange-traded funds as described below. Accordingly, for each Fund the
following paragraph is added under the sub-section entitled "What are the Risks
of Investing in the Fund?"

          The Fund may purchase shares of exchange-traded funds (ETFs) to gain
          exposure to a particular portion of the market while awaiting an
          opportunity to purchase securities directly. ETFs are investment
          companies whose shares are bought and sold on a securities exchange.
          ETFs invest in a portfolio of securities designed to track a
          particular market segment or index. ETFs, like mutual funds, have
          expenses associated with their operation, including advisory fees.
          When the Fund invests in an ETF, in addition to directly bearing
          expenses associated with its own operations, it will bear a pro rata
          portion of the ETF's expenses. The risks of owning shares of an ETF
          generally reflect the risks of owning the underlying securities the
          ETF is designed to track, although lack of liquidity in an ETF could
          result in its value being more volatile than the underlying portfolio
          of securities. In addition, because of ETF expenses, compared to
          owning the underlying securities directly, it may be more costly to
          own an ETF.

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

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


                      SEI INSTITUTIONAL INTERNATIONAL TRUST

                            International Equity Fund

                     Supplement Dated March 26, 2004 to the
                Class I Shares Prospectus Dated January 31, 2004


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

INVESTMENTS IN EXCHANGE-TRADED FUNDS

The Prospectus is hereby amended and supplemented to reflect that the
International Equity Fund (the "Fund") may invest in exchange-traded funds as
described below. Accordingly, the following paragraph is added under the
sub-section entitled "What are the Risks of Investing in the Fund?"

          The Fund may purchase shares of exchange-traded funds (ETFs) to gain
          exposure to a particular portion of the market while awaiting an
          opportunity to purchase securities directly. ETFs are investment
          companies whose shares are bought and sold on a securities exchange.
          ETFs invest in a portfolio of securities designed to track a
          particular market segment or index. ETFs, like mutual funds, have
          expenses associated with their operation, including advisory fees.
          When the Fund invests in an ETF, in addition to directly bearing
          expenses associated with its own operations, it will bear a pro rata
          portion of the ETF's expenses. The risks of owning shares of an ETF
          generally reflect the risks of owning the underlying securities the
          ETF is designed to track, although lack of liquidity in an ETF could
          result in its value being more volatile than the underlying portfolio
          of securities. In addition, because of ETF expenses, compared to
          owning the underlying securities directly, it may be more costly to
          own an ETF.

                    ----------------------------------------
               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


                      SEI INSTITUTIONAL INTERNATIONAL TRUST
                            INTERNATIONAL EQUITY FUND
                          EMERGING MARKETS EQUITY FUND
                         INTERNATIONAL FIXED INCOME FUND
                           EMERGING MARKETS DEBT FUND
                      TAX-MANAGED INTERNATIONAL EQUITY FUND


                         SUPPLEMENT DATED MARCH 26, 2004
    TO THE STATEMENT OF ADDITIONAL INFORMATION ("SAI") DATED JANUARY 31, 2004

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

CHANGE IN SUB-ADVISER

The SAI is hereby amended and supplemented to reflect the following change in
the portfolio management of the Emerging Markets Equity Fund. In the sub-section
on page S-33 entitled "The Sub-Advisers" under the section entitled "The Adviser
and Sub-Advisers," the following paragraph relating to Rexiter Capital
Management Limited is added:

         REXITER CAPITAL MANAGEMENT LIMITED - Rexiter Capital Management Limited
         ("Rexiter") serves as a Sub-Adviser to the Emerging Markets Equity
         Fund. Rexiter was founded in 1997 and is 75% owned by State Street
         Global Alliance, LLC and 25% owned by its employees. State Street
         Global Alliance, LLC is beneficially owned 51% by State Street
         Corporation and 49% by ADP (the pension fund for Dutch State
         employees).


CHANGES IN INVESTMENT POLICIES

The SAI is hereby supplemented to reflect the following changes in the Funds'
investment policies: (i) each of the International Equity Fund, Emerging Markets
Equity Fund, International Fixed Income Fund, Emerging Markets Debt Fund, and
Tax-Managed International Equity Fund may invest in exchange-traded funds in
excess of the 5% and 10% limits set forth in Section 12(d)(1)(A) of the
Investment Company Act of 1940 in reliance on an exemptive order granted by
the Securities and Exchange Commission to iShares Funds; and (ii) the
Emerging Markets Equity Fund may invest in swaps. Accordingly, the section
entitled "Investment Objectives and Policies" on pages S-2 through S-7 is
hereby deleted and replaced with the following:

                       INVESTMENT OBJECTIVES AND POLICIES

                  INTERNATIONAL EQUITY FUND--The International Equity Fund seeks
         to provide long-term capital appreciation. There can be no assurance
         that the Fund will achieve its investment objective.

                  Under normal circumstances, the Fund will invest at least 80%
         of its net assets in equity securities. The Fund will invest primarily
         in common stocks and other equity securities of issuers of all
         capitalization ranges that are located in at least three countries
         other than the United States. The Fund will invest primarily in
         companies located in



         developed countries, but may also invest in companies located in
         emerging market countries.

                  Securities of non-U.S. issuers purchased by the Fund will
         typically be listed on recognized foreign exchanges, but also may be
         purchased in over-the-counter markets, on U.S. registered exchanges, or
         in the form of sponsored or unsponsored American Depositary Receipts
         ("ADRs") traded on registered exchanges or NASDAQ, or sponsored or
         unsponsored European Depositary Receipts ("EDRs"), Continental
         Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs").

                  The Fund expects to be fully invested in the primary
         investments described above, but may invest up to 20% of its net assets
         in: U.S. or non-U.S. cash reserves; money market instruments; swaps;
         options on securities and non-U.S. indices; futures contracts,
         including stock index futures contracts; options on futures contracts;
         and equity-linked warrants. The Fund is permitted to acquire floating
         and variable rate securities, purchase securities on a when-issued or
         delayed delivery basis, and invest up to 15% of its net assets in
         illiquid securities. The Fund may also lend its securities to qualified
         borrowers and invest in shares of other investment companies, including
         securities issued by passive foreign investment companies.

                  There is no restriction on the maturity of any single
         instrument held by the Fund. Maturities may vary widely depending on
         the advisers' assessment of interest rate trends and other economic and
         market factors. There may be no bottom limit on the ratings of
         high-yield securities that may be purchased or held by the Fund.

                  For temporary defensive purposes, when the advisers determine
         that market conditions warrant, the Fund may invest up to 100% of its
         assets in U.S. dollar-denominated fixed income securities or debt
         obligations and the following domestic and foreign money market
         instruments: government obligations; certificates of deposit; bankers'
         acceptances; time deposits; commercial paper; short-term corporate debt
         issues and repurchase agreements; and may hold a portion of its assets
         in cash. In addition, the Fund may invest in the foregoing instruments
         and hold cash for liquidity purposes.

                  The Fund may purchase shares of exchange-traded funds ("ETFs")
         to gain exposure to a particular portion of the market while awaiting
         an opportunity to purchase securities directly. Pursuant to an order
         issued by the Securities and Exchange Commission (the "SEC"), the Fund
         may invest in iShares ETFs in excess of the 5% and 10% limits set forth
         in Section 12(d)(1)(A) of the Investment Company Act of 1940, as
         amended (the "1940 Act"), provided that the Fund has described ETF
         investments in its prospectus and otherwise complies with the
         conditions of the SEC, as they may be amended, and any other applicable
         investment limitations.

                  EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund
         seeks to provide capital appreciation. There can be no assurance that
         the Fund will achieve its investment objective.

                  Under normal circumstances, the Fund will invest at least 80%
         of its net assets in equity securities of emerging market issuers. The
         Fund will invest primarily in common stocks and other equity securities
         of foreign companies located in emerging market countries. The Fund
         normally maintains investments in at least six emerging market



         countries, and does not invest more than 35% of its total assets in any
         one emerging market country. The Fund defines an emerging market
         country as any country the economy and market of which the World Bank
         or the United Nations considers to be emerging or developing. The
         Fund's advisers consider emerging market issuers to include: companies
         the securities of which are principally traded in the capital markets
         of emerging market countries; companies that derive at least 50% of
         their total revenue from either goods produced or services rendered in
         emerging market countries, regardless of where the securities of such
         companies are principally traded; or companies that are organized under
         the laws of, and have a principal office in, an emerging market
         country.

                  The Fund expects to be fully invested in the primary
         investments described above, but may invest up to 20% of its net assets
         in debt securities, including up to 5% of its total assets in debt
         securities rated below investment grade. These debt securities will
         include debt securities of governmental and private issuers in emerging
         market countries. Bonds rated below investment grade are often referred
         to as "junk bonds." Such securities involve greater risk of default or
         price volatility than investment grade securities. The Fund may invest
         in certain debt securities issued by the governments of emerging market
         countries that are or may be eligible for conversion into investments
         in emerging market companies under debt conversion programs sponsored
         by such governments.

                  The Fund may invest up to 15% of its net assets in illiquid
         securities. The Fund's advisers believe that carefully selected
         investments in joint ventures, cooperatives, partnerships, private
         placements, unlisted securities and other similar situations
         (collectively, "special situations") could enhance the Fund's capital
         appreciation potential. Investments in special situations may be
         liquid, as determined by the Fund's advisers based on criteria approved
         by the Board of Trustees. To the extent these investments are deemed
         illiquid, the Fund's investment in them will be subject to its 15%
         restriction on investment in illiquid securities.

                  The Fund may invest in shares of other investment companies,
         futures contracts, equity-linked warrants and purchase securities on a
         when-issued or delayed delivery basis. The Fund may also purchase and
         write options to buy or sell futures contracts, enter into swap
         transactions, including caps, collars, floors, total return swaps and
         swaptions, and lend its securities to qualified borrowers.

                  There is no restriction on the maturity of any single
         instrument held by the Fund. Maturities may vary widely depending on
         the advisers' assessment of interest rate trends and other economic and
         market factors. There may be no bottom limit on the ratings of
         high-yield securities that may be purchased or held by the Fund.

                  Due to its investment strategy, the Fund may buy and sell
         securities frequently. This may result in higher transaction costs and
         additional capital gains tax liabilities.

                  For temporary defensive purposes, when the advisers determine
         that market conditions warrant, the Fund may invest up to 100% of its
         assets in U.S. dollar-denominated fixed income securities or debt
         obligations and the following domestic and foreign money market
         instruments: government obligations; certificates of deposit; bankers'
         acceptances; time deposits; commercial paper; short-term corporate debt
         issues and repurchase agreements; and may hold a portion of its assets
         in cash. In addition, the Fund may invest in the foregoing instruments
         and hold cash for liquidity purposes.



                  The Fund may purchase shares of ETFs to gain exposure to a
         particular portion of the market while awaiting an opportunity to
         purchase securities directly. Pursuant to an order issued by the SEC,
         the Fund may invest in iShares ETFs in excess of the 5% and 10% limits
         set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the
         Fund has described ETF investments in its prospectus and otherwise
         complies with the conditions of the SEC, as they may be amended, and
         any other applicable investment limitations.

                  INTERNATIONAL FIXED INCOME FUND--The International Fixed
         Income Fund seeks to provide capital appreciation and current income.
         There can be no assurance that the Fund will achieve its investment
         objective.

                  Under normal circumstances, the Fund will invest at least 80%
         of its net assets in fixed income securities. The Fund will invest
         primarily in investment grade foreign government and corporate fixed
         income securities, as well as foreign mortgage-backed and/or
         asset-backed fixed income securities, of issuers located in at least
         three countries other than the United States.

                  The Fund will invest primarily in: (i) fixed income securities
         issued or guaranteed by a foreign government or one of its agencies,
         authorities, instrumentalities or political subdivisions; (ii) fixed
         income securities issued or guaranteed by supranational entities; (iii)
         fixed income securities issued by foreign or multinational
         corporations; (iv) convertible securities issued by foreign or
         multinational corporations; (v) fixed income securities issued by
         foreign banks or bank holding companies; (vi) asset-backed securities;
         and (vii) mortgage-backed securities. All such investments will be in
         investment grade securities denominated in various currencies,
         including the euro.

                  The Fund expects to be fully invested in the primary
         investments described above, but may invest in: obligations issued or
         guaranteed as to principal and interest by the U.S. Government, its
         agencies or instrumentalities ("U.S. Government securities"); shares
         of other investment companies; swaps; options; futures; and
         equity-linked warrants. The Fund may also purchase and write options to
         buy or sell futures contracts, purchase securities on a when-issued or
         delayed delivery basis and engage in short selling and lend its
         securities to qualified borrowers. The Fund may invest up to 10% of its
         total assets in illiquid securities. Furthermore, although the Fund
         will concentrate its investments in relatively developed countries, the
         Fund may invest up to 20% of its assets in investment-grade fixed
         income securities of issuers in, or denominated in the currencies of,
         developing countries or are determined by the advisers to be of
         comparable quality to such securities at the time of purchase.

                  There are no restrictions on the Fund's average portfolio
         maturity, or on the maturity of any specific security. Maturities may
         vary widely depending on the advisers' assessment of interest rate
         trends and other economic and market factors. There may be no bottom
         limit on the ratings of high-yield securities that may be purchased or
         held by the Fund.

                  Due to its investment strategy, the Fund may buy or sell
         securities frequently. This may result in higher transaction costs and
         additional capital gains tax liabilities.

                  The Fund is non-diversified, which means that it may invest in
         the securities of relatively few issuers. As a result, the Fund may be
         more susceptible to a single adverse



         economic or political occurrence affecting one or more of these
         issuers, and may experience increased volatility due to its investments
         in those securities.

                  For temporary defensive purposes, when the advisers determine
         that market conditions warrant, the Fund may invest up to 100% of its
         assets in U.S. dollar-denominated fixed income securities or debt
         obligations and the following domestic and foreign money market
         instruments: government obligations; certificates of deposit; bankers'
         acceptances; time deposits; commercial paper; short-term corporate debt
         issues and repurchase agreements; and may hold a portion of its assets
         in cash. In addition, the Fund may invest in the foregoing instruments
         and hold cash for liquidity purposes.

                  The Fund may purchase shares of ETFs to gain exposure to a
         particular portion of the market while awaiting an opportunity to
         purchase securities directly. Pursuant to an order issued by the SEC,
         the Fund may invest in iShares ETFs in excess of the 5% and 10% limits
         set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the
         Fund has described ETF investments in its prospectus and otherwise
         complies with the conditions of the SEC, as they may be amended, and
         any other applicable investment limitations.

                  EMERGING MARKETS DEBT FUND--The investment objective of the
         Emerging Markets Debt Fund is to maximize total return. There can be no
         assurance that the Fund will achieve its investment objective.

                  Under normal circumstances, the Fund will invest at least 80%
         of its net assets in fixed income securities of emerging market
         issuers. The Fund will invest primarily in U.S. dollar denominated debt
         securities of government, government-related and corporate issuers in
         emerging market countries, as well as entities organized to restructure
         the outstanding debt of such issuers. The Fund defines an emerging
         market country as any country the economy and market of which the World
         Bank or the United Nations considers to be emerging or developing. The
         Fund's advisers consider emerging market issuers to be: companies the
         securities of which are principally traded in the capital markets of
         emerging market countries; companies that derive at least 50% of their
         total revenue from either goods produced or services rendered in
         emerging market countries, regardless of where the securities of such
         companies are principally traded; companies that are organized under
         the laws of and have a principal office in an emerging market country;
         or government issuers located in an emerging market country.

                  Fixed income securities of emerging market issuers in which
         the Fund may invest are U.S. dollar-denominated and non-U.S.
         dollar-denominated corporate and government debt securities, including
         bonds, notes, bills, debentures, convertible securities, warrants, bank
         debt obligations, short-term paper, mortgage and other asset-backed
         securities, preferred stock, loan participations and assignments and
         interests issued by entities organized and operated for the purpose of
         restructuring the investment characteristics of instruments issued by
         emerging market issuers. The Fund may invest in Brady Bonds, which are
         debt securities issued by debtor nations to restructure their
         outstanding external indebtedness, and which comprise a significant
         portion of the emerging debt market.

                  The Fund's investments in high yield government,
         government-related and restructured debt securities will consist of:
         (i) debt securities or obligations issued or guaranteed by governments,
         governmental agencies or instrumentalities and political subdivisions
         located in emerging market countries (including participations in loans



         between governments and financial institutions); (ii) debt securities
         or obligations issued by government-owned, controlled or sponsored
         entities located in emerging market countries (including participations
         in loans between governments and financial institutions); and (iii)
         interests in structured securities of issuers organized and operated
         for the purpose of restructuring the investment characteristics of
         instruments issued by any of the entities described above
         (collectively, "High Yield Foreign Sovereign Debt Securities"). Even
         though many of these securities are issued by governmental issuers,
         they may still be considered junk bonds on account of the governmental
         issuer's poor credit rating. The Fund may also purchase investment
         grade obligations of the foregoing governmental issuers.

                  The Fund's investments in debt securities of corporate issuers
         in emerging market countries may include high yield or investment grade
         debt securities or other obligations issued by: (i) banks located in
         emerging market countries or by branches of emerging market country
         banks located in other emerging market countries; or (ii) companies
         organized under the laws of an emerging market country.

                  The Fund expects to be fully invested in the primary
         investments described above, but may invest up to 10% of its total
         assets in: common stock; convertible securities; warrants; or other
         equity securities, when consistent with the Fund's objective. The Fund
         will generally hold such equity investments as a result of purchases of
         unit offerings of fixed-income securities which include such securities
         or in connection with an actual or proposed conversion or exchange of
         fixed income securities. The Fund may also enter into repurchase
         agreements and reverse repurchase agreements, may purchase when-issued
         and delayed-delivery securities, lend portfolio securities to qualified
         borrowers and invest in shares of other investment companies. The Fund
         may purchase restricted securities and may invest up to 15% of the
         value of its net assets in illiquid securities. The Fund may invest in
         options and futures for hedging purposes, and may enter into swaps or
         related transactions. The Fund may invest in receipts, zero coupon
         securities, pay-in-kind bonds, Eurobonds, dollar rolls, and deferred
         payment securities.

                  There is no minimum rating standard for the Fund's securities
         and the Fund's securities will generally be in the lower or lowest
         rating categories (including those below investment grade, commonly
         referred to as "junk bonds"). Information about "junk bonds" is
         provided under "Fixed Income Securities."

                  There is no limit on the percentage of the Fund's assets that
         may be invested in non-U.S. dollar denominated securities. However, it
         is expected that the majority of the Fund's assets will be denominated
         in U.S. dollars.

                  There are no restrictions on the Fund's average portfolio
         maturity, or on the maturity of any specific security. Maturities may
         vary widely depending on the advisers' assessment of interest rate
         trends and other economic and market factors. There may be no bottom
         limit on the ratings of high-yield securities that may be purchased or
         held by the Fund.

                  Due to its investment strategy, the Fund may buy and sell
         securities frequently. This may result in higher transaction costs and
         additional capital gains tax liabilities.

                  The Fund is non-diversified, which means that it may invest in
         the securities of relatively few issuers. As a result, the Fund may be
         more susceptible to a single adverse



         economic or political occurrence affecting one or more of these
         issuers, and may experience increased volatility due to its investments
         in those securities.

                  For temporary defensive purposes, when the advisers determine
         that market conditions warrant, the Fund may invest up to 100% of its
         assets in U.S. dollar-denominated fixed income securities or debt
         obligations and the following domestic and foreign money market
         instruments: government obligations; certificates of deposit; bankers'
         acceptances; time deposits; commercial paper; short-term corporate debt
         issues and repurchase agreements; and may hold a portion of its assets
         in cash. In addition, the Fund may invest in the foregoing instruments
         and hold cash for liquidity purposes.

                  The Fund may purchase shares of ETFs to gain exposure to a
         particular portion of the market while awaiting an opportunity to
         purchase securities directly. Pursuant to an order issued by the SEC,
         the Fund may invest in iShares ETFs in excess of the 5% and 10% limits
         set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the
         Fund has described ETF investments in its prospectus and otherwise
         complies with the conditions of the SEC, as they may be amended, and
         any other applicable investment limitations.

                  TAX-MANAGED INTERNATIONAL EQUITY FUND--The Tax-Managed
         International Equity Fund seeks to provide long-term capital
         appreciation. There can be no assurance that the Fund will achieve its
         investment objective.

                  Under normal circumstances, the Fund will invest at least 80%
         of its net assets in equity securities. The Fund will invest primarily
         in common stocks and other equity securities of issuers of all
         capitalization ranges that are located in at least three countries
         other than the United States. The Fund will invest primarily in
         companies located in developed countries, but may also invest in
         securities of issuers located in emerging market countries.

                  Securities of non-U.S. issuers purchased by the Fund will
         typically be listed on recognized foreign exchanges, but also may be
         purchased in over-the-counter markets, on U.S. registered exchanges, or
         in the form of sponsored or unsponsored ADRs traded on registered
         exchanges or NASDAQ, or sponsored or unsponsored EDRs, CDRs or GDRs.

                  The Fund expects to be fully invested in the primary
         investments described above, but may invest up to 20% of its net assets
         in: U.S. or non-U.S. cash reserves; money market instruments; swaps;
         options on securities and non-U.S. indices; futures contracts,
         including stock index futures contracts; and options on futures
         contracts. The Fund is permitted to acquire floating and variable rate
         securities, purchase securities on a when-issued or delayed delivery
         basis, invest up to 15% of its net assets in illiquid securities, lend
         its securities to qualified borrowers and invest in shares of other
         investment companies, including securities issued by passive foreign
         investment companies.

                  The Fund is designed for long-term taxable investors,
         including high net worth individuals. While the Fund seeks to maximize
         after-tax returns for its shareholders, the Fund is very likely to have
         taxable investment income and will likely realize taxable gains from
         time to time.

                  The Fund seeks to maximize after-tax returns for its
         shareholders in part by minimizing the taxes they incur in connection
         with the Fund's realization of investment income and capital gains.
         Taxable investment income will be minimized by investing



         primarily in lower yielding securities. If this strategy is carried
         out, the Fund can be expected to distribute relatively low levels of
         taxable investment income.

                  Realized capital gains will be minimized in part by investing
         primarily in established companies with the expectation of holding
         these securities for a period of years. The Fund's advisers will
         generally seek to avoid realizing short-term capital gains. When a
         decision is made to sell a particular appreciated security, the Fund
         will attempt to select for sale those share lots with holding periods
         sufficient to qualify for long-term capital gains treatment, and among
         those, the share lots with the highest cost basis. The Fund may, when
         prudent, sell securities to realize capital losses that can be used to
         offset realized capital gains.

                  To protect against price declines affecting securities with
         large unrealized gains, the Fund may use hedging techniques such as the
         purchase of put options, short sales "against the box," the sale of
         stock index futures contracts, and equity swaps. A short sale against
         the box is a taxable transaction to the Fund with respect to the
         securities that are sold short. By using these techniques rather than
         selling such securities, the Fund will attempt to reduce its exposure
         to price declines without realizing substantial capital gains under the
         current tax law. Although the Fund may utilize certain hedging
         strategies in lieu of selling appreciated securities, the Fund's
         exposure to losses during stock market declines may nonetheless be
         higher than that of other funds that do not follow a general policy of
         avoiding sales of highly-appreciated securities. There may be no bottom
         limit on the ratings of high-yield securities that may be purchased or
         held by the Fund.

                  For temporary defensive purposes, when the advisers determine
         that market conditions warrant, the Fund may invest up to 100% of its
         assets in U.S. dollar-denominated fixed income securities or debt
         obligations and the following domestic and foreign money market
         instruments: government obligations; certificates of deposit; bankers'
         acceptances; time deposits; commercial paper; short-term corporate debt
         issues and repurchase agreements; and may hold a portion of their
         assets in cash. In addition, the Fund may invest in the foregoing
         instruments and hold cash for liquidity purposes.

                  The Fund may purchase shares of ETFs to gain exposure to a
         particular portion of the market while awaiting an opportunity to
         purchase securities directly. Pursuant to an order issued by the SEC,
         the Fund may invest in iShares ETFs in excess of the 5% and 10% limits
         set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the
         Fund has described ETF investments in its prospectus and otherwise
         complies with the conditions of the SEC, as they may be amended, and
         any other applicable investment limitations.

In addition, the following paragraph is added after the third paragraph in the
sub-section on page S-24 entitled "SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS."

         Certain Funds may enter into credit default swaps, as a buyer or a
         seller. The buyer in a credit default contract is obligated to pay the
         seller a periodic stream of payments over the term of the contract
         provided no event of default has occurred. If an event of default
         occurs, the seller must pay the buyer the full notional value ("par
         value") of the underlying in exchange for the underlying. If a Fund is
         a buyer and no event of default occurs, the Fund will have made a
         stream of payments to the seller without having benefited from the
         default protection it purchased. However, if an event of default
         occurs, the Fund, as buyer, will receive the full notional value of the
         underlying that may have little or no value following default. As a
         seller, a Fund receives a fixed rate of



         income throughout the term of the contract, provided there is no
         default. If an event of default occurs, the Fund would be obligated to
         pay the notional value of the underlying in return for the receipt of
         the underlying. The value of the underlying received by the Fund,
         coupled with the periodic payments previously received may be less than
         the full notional value it pays to the buyer, resulting in a loss of
         value to the Fund. Credit default swaps involve different risks than if
         a Fund invests in the underlying directly.

VALUATION OF FOREIGN EQUITY SECURITIES AND SECURITIES THAT TRADE ON NASDAQ

The SAI is hereby amended and supplemented to reflect (i) the International
Equity Fund's and Emerging Markets Equity Fund's use of a third party
valuation vendor and (ii) changes in the valuation of securities that trade
on NASDAQ as described below. Accordingly, the first paragraph under the
section on page S-40 entitled "PURCHASE AND REDEMPTION OF SHARES" is hereby
deleted and replaced with the following:

         Each Fund's securities are valued by SEI Management pursuant to
         valuations provided by an independent pricing service (generally the
         last quoted sale price). Fund securities listed on a securities
         exchange for which market quotations are available are valued at the
         last quoted sale price on each business day (defined as days on which
         the New York Stock Exchange is open for business ("Business Day")) or,
         if there is no such reported sale, at the most recently quoted bid
         price. Securities listed on NASDAQ are valued using the NASDAQ
         Official Closing Price, except that a Fund that holds securities
         included in the S&P 500 Amex Pricing Pilot Program, in which the
         S&P 500 Index is calculated using the Amex Official Closing Price
         ("AOCP") for certain NASDAQ listed securities, may value those
         securities using the AOCP for the duration of the Program. Unlisted
         securities for which market quotations are readily available are valued
         at the most recently quoted bid price. If such prices are not available
         or are deemed to be unreliable, the security will be valued at fair
         value as determined in good faith by the Board of Trustees. The
         International Equity Fund and Emerging Markets Equity Fund utilize a
         third party fair valuation service provider in valuing the Funds'
         foreign equity securities. The service provider values these Funds'
         securities based on certain factors and methodologies (generally based
         on valuation correlation between the U.S. market and each non-U.S.
         security) in the event of a movement in the U.S. market that exceeds
         certain thresholds established by the Fair Value Pricing Committee. If
         the Adviser or Sub-Adviser, as applicable, believes that the third
         party service provider's valuations are not reliable, these securities
         may be valued by the Fair Value Pricing Committee. Additional
         information about valuing securities at fair value is provided under
         the sub-section "Fair Value Pricing Committee." Prices for most
         securities held by a Fund are provided daily by third-party independent
         pricing services. The pricing services may also use a matrix system to
         determine valuations. This system considers such factors as security
         prices, yields, maturities, call features, ratings and developments
         relating to specific securities in arriving at valuations. The
         procedures of the pricing services and their valuation methodologies
         are reviewed by the officers of the Trust under the general supervision
         of the Trustees.

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