0001104659-07-057975 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • August 1st, 2007 • SEI Structured Credit Fund, LP • New York

THIS AGREEMENT, dated as of July 16, 2007, between SEI STRUCTURED CREDIT, L.P., a Limited Partnership organized under the Delaware Revised Uniform Limited Partnership Act ( the Fund), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

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SEI Investments Distribution Co. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 1st, 2007 • SEI Structured Credit Fund, LP • Delaware

THIS AGREEMENT is entered into by and between SEI Structured Credit Fund, LP, a Delaware limited partnership (“Issuer”) and SEI Investments Distribution Co., a Pennsylvania corporation (“Distributor”).

ADMINISTRATION AGREEMENT
Administration Agreement • August 1st, 2007 • SEI Structured Credit Fund, LP • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 20th day of July, 2007, (“Effective Date”) between the SEI Structured Credit Fund, LP (the “Fund”) and SEI Global Services, Inc. (the “Administrator”).

LIMITED PARTNERSHIP AGREEMENT of SEI STRUCTURED CREDIT FUND, LP a Delaware Limited Partnership June 27, 2007
Limited Partnership Agreement • August 1st, 2007 • SEI Structured Credit Fund, LP

THIS AGREEMENT OF LIMITED PARTNERSHIP of SEI Structured Credit Fund, LP (the “Fund”) is made as of this 27 day of June, 2007, by and among the General Partner, initial Investor and those Persons who may hereafter be admitted to the Fund as Investors in accordance with the provisions hereof.

INVESTMENT ADVISORY AGREEMENT SEI STRUCTURED CREDIT FUND, LP
Investment Advisory Agreement • August 1st, 2007 • SEI Structured Credit Fund, LP • Delaware

AGREEMENT made this 20th day of July, 2007 by and between SEI Structured Credit Fund, LP, a Delaware limited partnership (the “Fund”), and SEI Investments Management Corporation, a Delaware corporation (the “Adviser”).

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