SEI INSTITUTIONAL INTERNATIONAL TRUST
                              AMENDED AND RESTATED
                                   RULE 18f-3
                        MULTIPLE CLASS PLAN (THE "PLAN")
                             DATED JANUARY 29, 2001

                           (ADOPTED DECEMBER 22, 1995)

                                  Introduction

         SEI Institutional International Trust (the "Trust"), a registered
investment company that consists of separately managed Funds listed on Schedule
A hereto (each a "Fund" and, collectively, the "Funds"), has selected to rely on
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act")
in offering multiple classes of units of beneficial interest ("shares") in each
Fund. The Plan sets forth the differences among classes, including shareholder
services, distribution arrangements, expense allocations, and conversion or
exchange options.

A.  Attributes of Share Classes

         The rights of each existing class of the Funds (i.e., - Institutional
and Retail Classes) shall be as set forth in the resolutions and related
materials of the Trust's Board adopted pursuant to the order dated September 9,
1993, obtained by SEI Liquid Asset Trust, et al, (Inv. Co. Act Release No.
IC-19698), and attached hereto as Exhibits A - C.

         With respect to any class of shares of a Fund created after the date
hereof, each share of a Fund will represent an equal pro rata interest in the
Fund and will have identical terms and conditions, except that: (1) each new
class will have a different class name (or other designation) that identifies
the class as separate from any other class; (ii) each class will separately bear
any distribution expenses ("distribution fees") in connection with a plan
adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1 Plan"), and
will separately bear any non-Rule 12b-1 Plan service payments ("service fees")
that are made under any servicing agreement entered into with respect to that
class; (iii) each class may bear, consistent with rulings and other published
statements of position by the Internal Revenue Service, the expenses of the
Fund's operations which are directly attributable to such class ("Class
Expenses"); and (iv) shareholders of the class will have exclusive voting rights
regarding the Rule 12b-1 Plan and the servicing agreements relating to such
class, and will have separate voting rights on any matter submitted to
shareholders in which the interests of that class differ from the interests of
any other class.

B.       Expense Allocations

         Expenses of each existing class and of each class created after the
date hereof shall be allocated as follows: (i) distribution and shareholder
servicing payments associated with any Rule 12b-1 Plan or servicing agreement
relating to each class of shares are (or will be) borne exclusively by that
class; (ii) any incremental transfer agency fees relating to a particular class
are (or will be) borne exclusively by that class; and (iii) Class Expenses
relating to a particular class are (or will be) borne exclusively by that class.



         Until and unless changed by the Board, the methodology and procedures
for calculating the net asset value of the various classes of shares and the
proper allocation of income and expenses among the various classes of shares
shall be as set forth in the "Report" rendered by PricewaterhouseCoopers LLP.

C.       Amendment of Plan; Periodic Review

         This Plan must be amended to properly describe (through additional
exhibits hereto or otherwise) each new class of shares approved by the Board
after the date hereof.

         The Board of the Trust, including a majority of the independent
Trustees, must periodically review this Plan for its continued appropriateness,
and must approve any material amendment of the Plan as it relates to any class
of any Fund covered by the Plan.


                        CERTIFICATE OF CLASS DESIGNATION


                                 CLASS A SHARES


1.       CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

         Class A shares are sold without a sales charge, but are subject to a
shareholder servicing fee of up to .25% payable to SEI Investments Distribution
Co. ("the Distributor"). 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 Fund (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 Fund 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 Fund on behalf of clients; and (xi) providing such other similar services as
the Fund may reasonably request to the extent that the Distributor and/or the
service provider is permitted to do so under applicable laws or regulations.

2.       ELIGIBILITY OF PURCHASERS

         Class A shares require a $100,000 minimum initial investment and are
available only to financial institutions and intermediaries.



3.       EXCHANGE PRIVILEGES

         Class A shares of each Fund may be exchanged for Class A shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4.       VOTING RIGHTS

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

5.       CONVERSION RIGHTS

         Class A shares do not have a conversion feature.

                        CERTIFICATE OF CLASS DESIGNATION


                                 Class D Shares


1.       CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES

         Class D shares are subject to Rule 12b-1 distribution plan payments of
up to .30% for the International Equity Fund payable to the Distributor. The
Distributor may use this fee for (i) compensation for its services in connection
with distribution assistance or provision of shareholder services; or (ii)
payments to financial institutions and intermediaries such as banks, savings and
loan associations, insurance companies and investment counselors, broker-dealers
and the Distributor's affiliates and subsidiaries as compensation for services
or reimbursement of expenses incurred in connection with distribution assistance
or provision of shareholder services.

2.       ELIGIBILITY OF PURCHASERS

         Class D shares require a minimum initial investment of $1,000 and may
be purchased through intermediaries which provide various levels of shareholder
services to their customers.

3.       EXCHANGE PRIVILEGES

         Class D shares of each Fund may be exchanged for Class D shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.



4.       VOTING RIGHTS

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

5.       CONVERSION RIGHTS

Class D shares do not have a conversion feature.


                        CERTIFICATE OF CLASS DESIGNATION

                                 Class Y Shares

1.       Class-Specific Distribution Arrangements; Other Expenses

         (a)      Class Y shares are sold without a sales charge.

         (b)      Class Y shares are not subject to a shareholder servicing or
                  distribution fee.

2.       Eligibility of Purchasers

         Class Y shares require a $100,000 minimum initial investment and are
available only to financial institutions and intermediaries.

3.       Exchange Privileges

         Class Y shares of each Fund may be exchanged for Class Y shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Fund's prospectus and subject to any applicable limitations resulting from the
closing of Funds to new investors.

4.       Voting Rights

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

5.       Conversion Rights



         Class Y Shares do not have a conversion feature.


                        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 Investments 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 Fund (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 Fund 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 Fund on behalf of
clients; and (xi) providing such other similar services as the Fund 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 Fund (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
Fund or its service providers; (v) processing dividend payments from the Fund on
behalf of the clients; and (vi) providing such other similar services as the
Fund 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 Fund require a minimum initial investment of $100,000 with
minimum subsequent investments of $1000.

3.   EXCHANGE PRIVILEGES

Class I shares of the Fund 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.



                                   SCHEDULE A


International Equity Fund
International Fixed Income Fund
Emerging Markets Equity Fund
Emerging Markets Debt Fund
Tax-Managed International Equity Fund