497 1 a08-29746_1497.htm N-1A

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Equity Fund

Supplement Dated December 10, 2008
to the Class A Shares Prospectus Dated January 31, 2008

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 the International Equity Fund

The Prospectus is hereby amended and supplemented to reflect the following change in the portfolio management of the International Equity Fund. In the sub-section entitled "International Equity Fund" under the section entitled "Sub-Advisers and Portfolio Managers," the paragraph relating to Smith Breeden Associates, Inc. is hereby deleted and replaced with the following:

Declaration Management & Research LLC: Declaration Management & Research LLC (Declaration), located at 1800 Tysons Blvd., Suite 200, McLean, Virginia 22102, serves as a Sub-Adviser to the International Equity Fund. James E. Shallcross, Executive Vice President and Director of Portfolio Management, Bond Griffin, CFA, Vice President, and William P. Callan, Jr., President, serve as the portfolio managers for the portion of the International Equity Fund's assets allocated to Declaration. Mr. Shallcross joined Declaration in 1991 and has 22 years of fixed income experience in mortgage-backed securities, asset-backed securities and corporate credit. He oversees the management of all fixed income portfolios, supervises the investment staff, is a member of the Declaration Investment Committee and is a firm principal. Mr. Shallcross began his tenure at Declaration as a portfolio manager and was named Director of Portfolio Management in 2003. He became an Executive Vice President of the company in 2005. Mr. Griffin joined Declaration in 2007 as an asset-backed securities analyst and portfolio manager. Prior to joining Declaration, he had been an asset-backed securities analyst and portfolio manager at Hyperion Brookfield Asset Management, Inc. since 2003. Mr. Griffin oversees asset-backed securities research and is co-manager of LIBOR Plus portfolios at Declaration. Mr. Callan joined Declaration in 1989 as a Senior Vice President and was named President in 1992. He is responsible for managing overlay portfolios and overseeing research and product development. Mr. Callan is the chairman of the Declaration Investment Committee and is a firm principal. In the past 5 years, Mr. Callan has served as President of Declaration with the responsibilities described above.

There are no other changes in the portfolio management of the International Equity Fund.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

SEI-F-535 (12/08)

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Equity Fund

Supplement Dated December 10, 2008
to the Class I Shares Prospectus Dated January 31, 2008

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.

Change in Sub-Adviser for the International Equity Fund

There are no other changes in the portfolio management of the International Equity Fund.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

SEI-F-536 (12/08)

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Equity Fund

Supplement Dated December 10, 2008
to the Statement of Additional Information ("SAI") Dated January 31, 2008

This Supplement provides new and additional information beyond that contained in the SAI, and should be read in conjunction with such SAI.

Change in Sub-Adviser for the International Equity Fund

The SAI is hereby amended and supplemented to reflect the following change in the portfolio management of the International Equity Fund. In the sub-section entitled "The Sub-Advisers" under the section entitled "The Adviser and Sub-Advisers," the paragraph relating to Smith Breeden Associates, Inc. is hereby deleted. In the same sub-section, the following paragraph is hereby added in the appropriate alphabetical order thereof:

DECLARATION MANAGEMENT & RESEARCH LLC—Declaration Management & Research LLC ("Declaration") serves as a sub-adviser to a portion of the International Equity Fund's assets. Declaration is an SEC registered investment adviser. The firm was founded in 1989 and is located in McLean, Virginia. The firm is an MFC Global Investment Management Company, indirectly wholly owned by John Hancock Financial Services, Inc., a unit of Manulife Financial Corporation.

In addition, in the sub-section entitled "Portfolio Management" under the section entitled "The Adviser and Sub-Advisers," the text relating to Smith Breeden Associates, Inc. is hereby deleted. In the same sub-section, the following text is hereby added in the appropriate alphabetical order thereof:

Declaration

Compensation. SIMC pays Declaration a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Declaration and SIMC. Declaration pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2008.

Declaration's investment professionals are compensated under a common comprehensive program. Individual initiative and achievement are acknowledged and encouraged, but Declaration's compensation program is designed to recognize company-wide accomplishments. Declaration's policy on compensation is to pay salaries and incentives at or above the median for investment management firms in Boston and New York. In addition, employees are eligible to participate in a three-part Incentive Compensation Plan, which is composed of the following:

(i) Investment Performance Incentives: This is the largest component of the plan. For each account managed, this bonus pool represents a variable percentage of account revenue based upon short and long term absolute and competitive performance. All employees other than the CEO participate in this pool.

(ii) Profitability Incentives: Certain managers and senior staff members are eligible for compensation based upon Declaration's financial performance. This pool is also adjusted up and down by asset performance as well.

(iii) Senior Management Incentives: Certain senior officers who are elected principals have a non-voting share of the firm's profits. The payment of this incentive accumulates in a deferred compensation plan over a period of years.

Ownership of Fund Shares. As of the end of the International Equity Fund's most recently completed fiscal year, Declaration's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2008, in addition to the International Equity Fund, Declaration's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies					Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts			Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
James E. Shallcross		9		$	3,349,000,000		1		$	39,000,000		5		$	1,214,000,000
		1	*	$	74,000,000		1	*	$	39,000,000		1	*	$	50,000,000
Bond Griffin		2		$	423,000,000		1		$	39,000,000		5		$	1,214,000,000
		1	*	$	74,000,000		1	*	$	39,000,000		1	*	$	50,000,000
William P. Callan, Jr.		0		$	0		0		$	0		5		$	905,000,000
		0	*	$	0		0	*	$	0		0	*	$	0

* Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. Declaration's and the portfolio managers' management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the International Equity Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts include registered investment companies, other pooled investment vehicles and various institutional clients. Any such conflict of interest may be exacerbated to the extent that Declaration or the portfolio managers receive, or expect to receive, greater compensation from their management of the Other Accounts than the International Equity Fund.

Declaration and the portfolio managers may invest for Other Accounts in debt obligations that would be appropriate for the International Equity Fund and have no duty in making such investments to act in a way that is favorable to the International Equity Fund or investors in the International Equity Fund. Such investments may be different from those made on behalf of the International Equity Fund. Declaration and its affiliates may have economic interests in or other relationships with issuers in whose obligations or securities the International Equity Fund may invest. In particular, such persons may make or hold an investment in an issuer's securities that may be pari passu, senior or junior in ranking to an investment in such issuer's securities made or held by the International Equity Fund or in which affiliates of such persons serve on boards of directors or otherwise have ongoing relationships. Each of such ownership and other relationships, including the ownership by Declaration, its affiliates or Other Accounts of securities of different ranking and with different rights than those owned by the International Equity Fund, may result in securities laws restrictions on transactions in such securities by the International Equity Fund and otherwise create conflicts of interest for the International Equity Fund. In such instances, Declaration and its affiliates may in their discretion make investment decisions that may be the same as or different from those made with respect to the International Equity Fund's investments.

Although Declaration and the portfolio managers will commit a significant amount of their efforts to the management of the International Equity Fund, they will manage Other Accounts and are not required (and will not be able) to devote all of their time to the management of the International Equity Fund. The portfolio managers may have conflicts in allocating their time and services among the International Equity Fund and the Other Accounts.

Declaration or any of its affiliates may from time to time simultaneously or at different times seek to purchase or sell investments for the International Equity Fund and the Other Accounts. It is Declaration's policy to allocate investment opportunities to the extent practicable to each account, including the International Equity Fund, over time in a manner which Declaration believes is fair and equitable to each such account (considering applicable account investment constraints). Nevertheless, under some circumstances, such allocation may adversely affect the International Equity Fund with respect to the price or size of the investments obtainable or saleable.

There are no other changes in the portfolio management of the International Equity Fund.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

SEI-F-537 (12/08)