AMENDMENT #2


                      SEI INSTITUTIONAL INTERNATIONAL TRUST
                        CERTIFICATE OF CLASS DESIGNATION

                                 CLASS I SHARES

1.   CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

Class I shares are sold without a sales charge, but are subject to a shareholder
servicing fee of up to .25% payable to the SEI Investment Distribution Co. (the
"Distributor") and administrative fee up to .25% payable to certain broker
dealers and their affiliated registered investment advisers (the
"Intermediaries").

The Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) providing information
periodically to clients showing their position in shares; (iii) arranging for
bank wires; (iv) responding to client inquiries relating to the services
performed by the Distributor or any service provider; (v) responding to
inquiries from clients concerning their investments in shares; (vi) forwarding
shareholder communications from the Portfolio (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to clients; (vii) processing purchase, exchange and redemption
requests from clients and placing such orders with the Portfolio or its service
providers; (viii) assisting clients in changing dividend options, account
designations, and addresses; (ix) providing subaccounting with respect to shares
beneficially owned by clients; (x) processing dividends payments from the
Portfolio on behalf of clients; and (xi) providing such other similar services
as the Portfolio may reasonably request to the extent that the Distributor
and/or the service provider is permitted to do so under applicable laws or
regulations.

Each Intermediary will provide or will enter into written agreements with
service providers who will provide one or more of the following administrative
services to clients who may from time to time beneficially own shares: (i)
providing subaccounting with respect to shares beneficially owned by clients;
(ii) providing information periodically to clients showing their positions in
shares; (iii) forwarding shareholder communications from the Portfolio (such as
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to clients; (iv) processing purchase,
exchange and redemption requests from clients and placing such orders with the
Portfolio or its service providers; (v) processing dividend payments from the
Portfolio on behalf of the clients; and (vi) providing such other similar
services as the Portfolio may, through the Intermediaries, reasonably request to
the extent that the service provider is permitted to do so under applicable laws
or regulations.




2.   ELIGIBILITY OF PURCHASERS

Class I shares of the Portfolio require a minimum initial investment of $100,000
with minimum subsequent investments of $1000.

3.   EXCHANGE PRIVILEGES

Class I shares of the Portfolio do not have an exchange privilege.

4.   VOTING RIGHTS

Each Class I shareholder will have one vote for each full Class I share held and
a fractional vote for each fractional Class I share held. Class I shareholders
will have exclusive voting rights regarding any matter submitted to shareholders
that relates solely to Class I (such as a distribution plan or service agreement
relating to Class I), and will have separate voting rights on any other matter
submitted to shareholders in which the interests of the Class I shareholders
differ from the interests of holders of any other class.

5.   CONVERSION RIGHTS

Class I shares do not have a conversion feature.