0001104659-04-037740 Sample Contracts

BY-LAWS OF SEI INSTITUTIONAL INTERNATIONAL TRUST
Sei Institutional International Trust • November 29th, 2004
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CUSTODIAN AGREEMENT
Custodian Agreement • November 29th, 2004 • Sei Institutional International Trust • New York

THIS AGREEMENT, dated as of March 1, 2004, between SEI Institutional International Trust, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts and registered with the SEC under the 1940 Act (the Trust), on behalf of its portfolios listed on Schedule A attached hereto (each a Fund and, collectively, the Funds), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

AMENDED AND RESTATED ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
Administration and Transfer Agency Agreement • November 29th, 2004 • Sei Institutional International Trust • Massachusetts

Portfolios: This Agreement shall apply with respect to all portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust (collectively, the “Funds”):

INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST
Investment Sub-Advisory Agreement • November 29th, 2004 • Sei Institutional International Trust • Massachusetts

AGREEMENT made as of this 15th day of July, 2004 between SEI Investments Management Corporation (the “Adviser”) and Rexiter Capital Management Limited (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST
Sub-Advisory Agreement • November 29th, 2004 • Sei Institutional International Trust • Massachusetts

AGREEMENT made this 18th day of September, 2000, between SEI Investments Management Corporation, (the “Adviser”) and The Boston Company Asset Management, LLC (the “Sub-Adviser”).

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