EX-99.B(n)

                      SEI INSTITUTIONAL INTERNATIONAL TRUST
                              AMENDED AND RESTATED
                                   RULE 18f-3
                        MULTIPLE CLASS PLAN (THE "PLAN")
                               DATED JUNE 26, 2002

                           (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 shall be as set forth in the
respective Certificate of Class Designation for the class (each a
"Certificate"), attached hereto as an Exhibit.

     With respect to any class of shares of a Fund created hereunder, 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

     With respect to each Fund, 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.

     Non-class specific expenses shall be allocated in accordance with Rule
18f-3(c).




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 of Trustees
after the date hereof.

     The Board of the Trust, including a majority of the Trustees, who are no
"interested persons" of the Trust as defined in the 1940 Act, 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.



                                    EXHIBIT A

                        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 0.25% 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.



                                    EXHIBIT B

                        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.



                                    EXHIBIT C

                        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 0.25% payable to the Distributor and
administrative fee up to 0.25% 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