FORM OF SHAREHOLDER SERVICE PLAN AND AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
CLASS I SHARES
SEI Institutional International Trust (the "Trust") is an open-end
investment company registered under the Investment Company Act of 1940, as
amended, and currently consisting of a number of separately managed portfolios
(the "Portfolios"). The Trust desires to retain SEI Investments Distribution Co.
(the "Distributor"), a Pennsylvania corporation, to itself provide or to
compensate service providers that provide, the services described herein to
clients (the "Clients") who from time to time beneficially own Class I Shares
("Shares") of any Portfolio of the Trust. The Distributor is willing to itself
provide or to compensate service providers for providing, such shareholder
services in accordance with the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers 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) arranging for bank wires;
(iii) responding to Client inquiries relating to the
services performed by the Distributor or any
service provider;
(iv) responding to inquiries from Clients concerning
their investments in Shares; and
(v) assisting Clients in changing dividend options,
account designations, and addresses;
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Trust or the Shares
except those contained in the Trust's then-current prospectus(es) or statements
of additional information for the Shares, copies of which will be supplied to
the Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Trust harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Trust or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Class I
Shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to 0.25% (twenty-five basis points) of the average net asset
value of all Class I Shares of each Portfolio, which fee will be computed daily
and paid monthly. The Trust may, in its discretion and without notice, suspend
or withdraw the sale of Class I Shares of any Portfolio, including the sale of
Class I Shares to any service provider for the account of any Client or Clients.
The Distributor may waive all or any portion of its fee from time to time.
SECTION 6. The Trust may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Trust or its designee and shall
continue until terminated by either party. This Agreement is
terminable with respect to the Class I Shares of any Fund, without penalty,
at any time by the Trust or by the Distributor upon written notice to the
Trust.
SECTION 9. All notices and other communications to either the Trust or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "SEI Institutional International Trust," the
"Trust," and the "Trustees" of the Trust refer respectively to the Trust created
and the Trustees as trustees, but not individually or personally, acting from
time to time under the Declaration of Trust of the Trust dated June 28, 1988, a
copy of which is on file at the Trust's principal office. The obligations of the
Trust entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives, or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives, or agents of the Trust personally. Further, any
obligations of the Trust with respect to any one Portfolio shall not be binding
upon any other Portfolio.
By their signatures, the Trust and the Distributor agree to the terms of this
Agreement.
SEI Investments Distribution Co.
By:-----------------------------------
Name:---------------------------------
Title:--------------------------------
Date:---------------------------------
SEI Institutional International Trust
By:-----------------------------------
Name:---------------------------------
Title:--------------------------------
Date:---------------------------------
